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HomeMy WebLinkAboutProfessional Services Agreement•Ob. 47 , City OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Project (if applicable) Consultant Architectuf al and Enaineering Project Specific College of Policing Spillis Candela DM,IM TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 5 2.01 TERM. 5 2.02 SCOPE OF SERVICES 5 2.03 COMPENSATION 5 ARTICLE 3 PERFORMANCE 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 5 3.05 DESIGN RESPONSIBILITIES 5 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 TIME TO CURE DEFAULT: FORCE MAJEURE 6 ARTICLE 6 TERMINATION OF AGREEMENT 7 6.01 City'S RIGHT TO TERMINATE 7 6.02 CONSULTANT'S 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 8 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 9 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 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 TRUTH -IN -NEGOTIATION CERTIFICATE APPLICABLE LAW AND VENUE OF LITIGATION NOTICES INTERPRETATION PRIORITY OF PROVISIONS COMPLIANCE WITH LAWS DISCRETION OF DIRECTOR RESOLUTION OF CONTRACT DISPUTES• 9 9 10 10 10 10 10 10 11 Page 1 10.12 MEDIATION-WIAVER OF JURY TRIAL 11 10.13 INDEPENDENT CONTRACTOR: 11 10.14 PERFORMANCE EVALUATION 11 10.15 CONTINGENCY CLAUSE 11 ATTACHMENT A - SCOPE OF WORK 8 ARTICLE Al GENERAL 8 A1.01 RANGE OF SERVICES 8 A1.02 NON-EXCLUSIVE RIGHT 8 A1.03 PAYMENTS 8 ARTICLE A2 BASIC SERVICES 8 A2.01 Phase I - Programming and Schematic Design: 8 A2.02 Phase II - Design Development: 9 A2.03 Phase III - Construction Document Development 9 ARTICLE A3 ADDITIONAL SERVICES: 14 A3.01 GENERAL 15 ARTICLE A4 REIMBURSABLE EXPENSES 16 A4.01 GENERAL 16 A4.02 SUBConsultant REIMBUREMENTS 16 ARTICLE A5 CITY'S RESPONSIBILITIES 16 A5.01 PROJECT & SITE INFORMATION 16 A5.02 PROJECT MANAGEMENT 17 A5.03 CONSTRUCTION MANAGEMENT 17 A5.04 LEGALAND OTHER SERVICES 17 SCHEDULE Al - PROJECT DESCRIPTION 18 SCHEDULE A2 - SUBCONSULTANTS 23 SCHEDULE A3 - KEY STAFF 23 ATTACHMENT B - COMPENSATION AND PAYMENTS 1 ARTICLE 81 COMPENSATION FOR SERVICES 1 B1.01 COMPENSATION LIMITS 1 ARTICLE B2 WAGE RATES 1 82.01 FEE BASIS 1 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 1 B2.03 MULTIPLIER 1 B2.04 CALCULATION 1 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 1 B3.01 LUMP SUM 1 B3.02 HOURLY RATE FEES 2 B3.03 REIMBURSABLE EXPENSES 2 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 2 B3.05 FEES for ADDITIONAL SERVICES 2 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 FOR COMPREHENSIVE BASIC SERVICES 3 B4.03 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 3 ARTICLE B5 COMPENSATION FOR REUSE 3 B5.01 GENERAL 3 SCHEDULE B1 - WAGE RATES 4 Page 2 City OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Comprehensive Architectural and Engineering Contract Type Project Specific Project (if applicable) College of Policing Consultant Spillis Candela DMJM Consultant Office Location 800 Douglas Entrance, North Tower, 2nd Floor, Coral Gables, FL 33134 City Authorization City Code Section 18-87 THIS AGREEMENT made this 3»'-day of in the year 2006 by and between The City of Miami, Florida, hereinafter called the "City," and Spillis Candela & Partners, Inc. dba Spillis Candela DMJM, hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 04-05-112 on July 8, 2005 for the provision of Comprehensive Architectural and Engineering- services College of Policing Project and Consultant's proposals ("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: Page 3 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in this Agreement, including the Attachments hereto. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, City's performance is pursuant to City's position as the owner of the project. In the event the City exercises its regulatory authority as a govemmental 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 govemmental body and shall not be attributable in any manner to City as a party to this Agreement. For the purposes of this Agreement, "City" without modification shall mean the City Manager or Director, as applicable. 1.08 Consultant means 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 this Agreement to provide professional services to the City. 1.09 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.10 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. For the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements and Transportation or designee. 1.11 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by PROFESSIONAL SERVICES AGREEMENt the City to make observations of Work performed by a Contractor. 1.12 Notice To Proceed means 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. 1.13 Project Manager means 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 the Project as a direct representative of the City. 1.14 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project(s) shall be further defined in the Scope Of Services section of this Agreement. 1.15 Professional Services means 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. 1.16 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.17 Scope Of Work or Work means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of the Project as defined herein. 1.18 Subconsultant means a person or organization of property registered professional architects, landscape architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.19 Wage Rates means the effective direct expense to Consultant and/or Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. Page 4 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: 2.01-1 Commencement The term of this Agreement shall commence upon execution of this Agreement and conclude upon the completion and acceptance of the Work by the Director unless terminated earlier as provided herein. 2.01-2 Time Time is of the essence in this Agreement. 2.02 SCOPE OF SERVICES Consultant agrees to provide the Services as specifically described and under this Agreement, including the special terms and conditions set forth in Attachment "A°, which by are incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The maximum amount of compensation payable by the City to Consultant as a lump sum or not to exceed fee, is $1,400,000 based on a base fee of $1,337,200, $22,800 in additional services fees, and $40,000 in reimburasble services. This amount is based on the rates and schedules established in Attachment B and Schedule B1, which are incorporated into this Agreement. In no event shall the amount of compensation exceed said total amount unless explicitly approved by action of the City Manager or the City Commission, as may be applicable pursuant to Section 18-87 of the City Code, and put into effect by written amendment to this Agreement. 2.03-2 Payments Payment shall be made within thirty (30) days after receipt of an acceptable invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to allow a proper audit of expenditures, should the 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. Should the City fail to pay an invoice within the stipulated thirty (30) days, The Consultant shall be entitled to interest in accordance with Florida Statute's Local Govemment Propmpt Payment Act. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Professional Services to be performed hereunder shall be performed by the Consultant's own staff and the Subconsultants identified in this Agreement, unless otherwise approved in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person(s) or firm. PROFESSIONAL SERIVCES AGREEMENT 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 Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to City within five (5) working 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 the 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 Personnel". Consultant shall ensure that Key Personnel as detailed in Schedule A- 2 are available for Work hereunder as long as said Key Personnel are in Consultant's or Subconsultant's employ. Consultant will obtain prior written approval of Director or designee to change Key Personnel. Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Personnel Director will act reasonably in evaluating Key Personnel qualifications. 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. Should the City direct the Consltant to stop Work for a period of time in excess of thirty (30) consecutive days, the Consultant may seek additional compensation under the Additional Services provision of this Agreement. 3.05 DESIGN RESPONSIBILITIES 3.05-1 Errors and Ommissions The Consultant shall be responsible to promptly make corrections to the Consultant's Work when the Consultant's Work is found to contain discrepancies, errors or omissions. All costs associated with corrections in the Consultant's Work, delays to the Work, including, but not limited to, increased costs of construction, and damages associated with the Page 5 Contractors Work or the work of other Project participants, resulting from such discrepancies, errors or omissions shall be borne by the Consultant. Except with the Consultant's correction of design and construction documents, the Consultant shall only be responsible for construction related cost resulting from the above where such discrepancies, errors and omissions result from the negligence of the Consultant. 3.05-2 Nonconforming Work The Consultant shall promptly give notice to the City of any defective or nonconforming Work of the Contractor or any other Project participant whenever discovered by the Consultant and whether before or after the date of Substantial Completion of the Contractor's Work. All Work is to be in compliance with applicable codes. 3.06 Meetings The Consultant shall schedule at a minimum bi- weekly meetings with the Contractor. Additional meetings will be scheduled where the Consultant and Project Manager determine that such a need exists. At each of these meetings, the Consultant and Contractor shall review the Project's budget, schedule, and scope along with the Consultant's progress to date on the respective phases of the Project and any special problems related to the continuing progress of the Project including but not limited to any outstanding RFts, CPRs, and change orders. Consultant shall prepare and distribute all meeting minutes to participant present at the meetings. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant 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 fumish 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 Agreementa or subsequently by the Director, and as such, is identified and listed in Schedule Al attached hereto. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to fumish unique and/or specialized Professional Services necessary for the Project or task described under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the PROFESSIONAL SERIVCES AGREEMENT Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Subconsultants shall not be authorized or permitted to further subcontract any Work. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that Subconsultants are entirely under its direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not change any Subconsultants 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 expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Work,. In the event of default, the City may also suspend or withhold reimbursements from Consultant until such time as the actions giving rise to default have been cured. 5.02 TIME TO CURE DEFAULT: FORCE MAJEURE City shall provide written notice to Consultant as to a finding of default, and Consultant shalt take all necessary action to cure said default within fifteen (15) days of receipt of said notice. Failure to cure the default in the stipulated timeframe may result in the City Manager terminating this Agreement. The City Manager or Director may, in their sole discretion, extend in writing the timeframe for curing said default. 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 Page 6 extension of time reasonably commensurate with the cause of such failure to perform or cure. If the Consultant is delayed in performing any obligation under this Agreement due to a force majeure condition, the Consultant shall request a time extension from the City within two (2) working days of said force majeure occurrence. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Consultant for extra compensation unless Additional Services are required. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE 6.01-1 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 tumed 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. 6.01-2 Consultant shall have no recourse or remedy from a termination made by the City except to retain the fees already disbursed or owing as compensation for the Work that was performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. The Consultant may also be entitled to customary and reasonable expenses resulting from such termination. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this agreement, in writing, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written notice from Consultant specifying the City's 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, PROFESSIONAL SERIVCES AGREEMENT 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. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, models and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, will) be considered "work for hire "as such phrase is defined in Section 101 of Title 17 of the United States Code (Public Law 94-533 and all title, ownership and copyright privileges are and at all times shall be the property of the City without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. Consultant and its Subconsultants' electronic CADD (Computer Assisted Design and Drafting) files, tapes, disks, and similar items remain the property of the City. The Consultant will provide these electronic items upon the request of the City or upon completion/termination of this Agreement. The Consultant shall provide documents to others at the direction of the City consistent in content and format with normal document production as determined by the City. The City understands that the use and conversion of Electronic Data to an alternate format may not be accomplished without the potential for introduction of anomalies or errors and that changes or modifications by anyone other than the Consultant may result in adverse consequences that Consultant can neither predict nor control. Accordingly, the City agrees that Consultant shall not be liable for and hereby waives all claims arising out of or connected with (a) the use, modification or misuse by the City of such Electronic Data; or (b) the decline of accuracy or readability of the Electronic Data due to storage conditions, the passage of time, or otherwise; or (c) any use of said electronic data by any third parties receiving the electronic data from the City. The City agrees that the design documents to be provided by Consultant will contain certain standard Consultant component design details from the Consultant's Best Practices Detail Library, which standard component details shall remain the property of the Consultant. These details are repetitive in nature, not project -specific, function rather than form - oriented, and were not developed for or identifiable with the Work. Continued use by the Consultant will not compromise the complete transfer to the City of the unique features of the design for the Work and will not result in a compromise of the City's absolute right, Page 7 title and ownership to the work product and design documents herein. 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. 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. 7.03 RE -USE BY CITY It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of plans and specifications, including construction 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, fumish 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, and Subconsultants to comply with the provisions of this Article. 7.05 MAINTENANCE OF RECORDS Consultant will keep adequate records and supporting documentation, which concern or reflect its Work hereunder. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in accordance with statute. Otherwise, PROFESSIONAL SERIVCES AGREEMENT 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 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 Subconsultants. 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 Article shall not be limited in any way by the agreed upon compensation, or the Consultant's limit of, or lack of, sufficient insurance protection and shall apply to the full extent that it is caused by the negligent, act or omission, recklessness or intentional wrongful conduct of the Consultant, its agents, servants, representatives or Subconsultants. ARTICLE 9 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(VII), as per A.M. Best Company's Key Rating Guide, latest edition. In lieu of the requirement for a Florida resident agent the Consultant may furnish a Worker's Compensation All States Policy. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of award of this Agreeement to the Consultant. Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of Page 8 non -renewal of the insurance within 30 days of the change. 9.03 FORMS OF COVERAGE 9.03-1 Comprehensive General Liability and Automobile Liability Coverage shall have minimum limits of $1,000,000 per Occurrence, Combined single Limit Bodily Injury Liability and Property Damage Liability. General Aggregated Limit shall have a minimum limit of $2,000,000. This shall include Premises and Operations, Independent Contractors 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, in the agregate, 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 the 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 §10.06 herein. Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional compensation for reimbursement of any additiional costs from the City. 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 PROFESSIONAL SERIVCES AGREEMENT of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the 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 written approval. The Consultant's services are unique in nature and any transference without City approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within 1 year following the end of the Project. Page 9 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of Consultant's duties to indemnify the City under ARTICLE 8 where Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested or electonic mail, 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: Mary H. Conway Director City of Miami Department of Capital Improvements (CIP) 444 S.W. 2nd Ave., - 10th FI Miami, Florida 33130 With a copy to: City Attorney City of Miami 444 S.W. 2nd Ave., Suite 945 Miami, FI. 33130-1910 Gary Farbrikant Procurement Supervisor Department of Capital Improvements (CIP) 444 S.W. 2nd Ave., - 8th FI Miami, Florida 33130 FOR Consultant: Enrique Macia Spillis Candela DMJM 800 Douglas Entrance North Tower, 2nd Floor Coral Gables, FL 33134 10.07 INTERPRETATION Preparation of this Agreement has been a joint effort. 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, PROFESSIONAL SERIVCES AGREEMENT unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 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. 10.09 COMPLIANCE WITH LAWS Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, OSHA, 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. 10.09-1 Non -Discrimination COnsultant warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 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 1 & it 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. 10.10 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. Page 10 10.11 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. 10.12 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, and/or following the completion of the Project 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 retained for the Project, thereby PROFESSIONAL SERIVCES AGREEMENT 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. 10.13 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. 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. Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to Consultant, and agrees to provide workers' compensation insurance for any employee or agent of Provider rendering services to the City under this Agreement. 10.14 PERFORMANCE EVALUATION Consultant is hereby advised that during the performance of Work under this Agreement, upon completion of the Project and/or at any other time deemed appropriate by the City a performance evaluation report may be completed by the City The performance evaluations will be kept in City files for use on future solicitations. 10.15 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. Page 11 PROF" �IONAL SERIVCES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. Effective date May 5, 2006/ Spill Can' la artners, Inc., dba 'TINIEST TTEST CONSU : piJ} andela,DMJM Signature Print Name, Title ATTEST: Consultan ecretary '121lvcrr'��1L Print Name, Title of Authorized Officer or Official (Corporate Seal) ATTEST: City OF MIAMI, a municipal corporation of the Priscilla Thompson, City Clerk State oj.Florida Joe Amo1a, Cry anager AP ,! INSURA E APPROVED AS TO LEGAL FORM AND RE I� OIER CORREC NES': r"; Risk Management Department Jorge L. F: n . - z, ity Attorney Page 12 PROFESS._AAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of Spillis Candela & Partners Inc., dba corporation organized and existing under the laws of the State of M AVATP on the 16tkiay of March , 2006 , a resolution was duly passed and adopted authorizing (Name) Fnriqua Macia as (Title) principal 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 16th., day of March 20 06 . y + Secretary: 17 Print: Robyn L. Miller CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City Stat e Zip Page 13 PROFESSt..NAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: NOTARIZATION STATE OF , 2. R/DX ) SS: COUNTY OF ,4i4 141- t\4Z1 G ) The foregoing instrument was acknowledged before me this / 6 day of ,44q/2C,f , 20 OCo , by Roe, ye() L ,y/L c a• , who is per cal y. own to me or who has produced as identification and who (did / I not) take an oath. SIGNATLIRE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Page 14 ATTACHMcNT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive professional Architectural and Engineering with an Architect as the prime professional, for the Project for which the Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants Competitive Negotiations Act (CCNA). A1.01 RANGE OF SERVICES The Consultant shall furnish, as Basic Services, comprehensive professional services for the Project including, but not limited to field investigations and observations, cost estimates, opinions of probable construction cost, complete design services, including preparation of bid and construction documents, construction contract administration, and review of work prepared by Subconsultants. Other services that may be required, at the discretion of the City as Additional Services, may include, but are not limited to planning, programming, feasibility studies, construction engineering inspections, review of work prepared by other consultants, and/or other miscellaneous architectural, registered surveying and mapping, and/or engineering services. Professional services will be limited to providing architectural and engineering services for the development of an international police training facility as further described in Attachment Al. Consultant shall be responsible for all basic services include in Article A2 below. A1.02 NON-EXCLUSIVE RIGHT It is understood that the Notice to Proceed will be issued under this Agreement at the sole discretion of the City Manager or Director and that the Consultant has no expectation, entitlement, right to or privilege to receive a Notice to Proceed for the Project. 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, (Consultants' Competitive Negotiation Act) or to discontinue or withdraw the Project or to exercise every other choice allowed by law. This Agreement does not confer on the Consultant any particular, exclusive or special rights to Work required by the City. A1.03 HAZARDOUS MATERIALS The Consultant and Sub -Consultants shall have no responsibility for the discovery, presence, handling, removal, disposal or exposure of persons of hazardous materials in any form at the Project site, including but not limited to asbestos products, mold, polycholrinated biphenyl (PCB) or there toxic substances. A1.04 PAYMENTS The City will pay the Consultant the stipulated amount for the Work required, in accordance with provisions and limitations of Attachment B. No payment will be made for the Consultant's time or services in connection with the preparation of any such proposal or for any Work done in the absence of an executed Work Order, Notice to Proceed or Purchase Order. ARTICLE A2 BASIC SERVICES The Consultant agrees to provide complete professional architectural and/or engineering services as set forth in the phases enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Codes andf Ordinances; including all civil engineering, structural engineering, architectural, mechanical/plumbing engineering, electrical engineering and landscape design services normally required for a project of an architectural nature. The Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in the Agreement. These services are hereinafter referred to as "Basic Services" shall include the following: A2.01 Phase I - Programming and Schematic Design: A2.01-(a) The Consultant shall confer with representatives of the Director to establish the overall scope of the Project consisting of a detailed listing of all functions and spaces together with the square footage of each assignable space, gross square footage, and a description of the relationships between and among the principal programmatic elements A2.01-(b) The Consultant shall prepare and present in writing, and at an oral presentation if requested, for approval by the City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, Project Development Schedule and a Statement of Probable Construction Cost, as defined below: Page A-8 ATTACHMENT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT 1. The Schematic Design Studies shall consist of site plan(s), floor plans, elevations, sections, and all other elements required by the Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be provided to further show the design concept. 2. Consultant shall identify and notify the City of any building code issues or lack of compliance with current codes which may affect the Scope of Work and/or the facility where the Work will be performed. 3. The Project Development Schedule shall show the proposed completion date of each Phase of the Project through design, bidding, construction and the proposed date of occupancy by the City. 4. The Statement of Probable Construction Cost shall include a summary of the estimated cost of the building and/or other work, including fixed equipment, site improvements, professional fees, construction contingency allowance, movable equipment (if any), utility services and funding allocation evaluation comprising a brief description of the basis for estimated costs(similar projects) with square foot costs. Costs shall be adjusted to the projected bid date and a preliminary evaluation of the program as it pertains to the allocated construction funds. 5. If the statement of Probable Construction Costs exceeds allocated funds, the Consultant shall prepare recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds. Based on the Probable Construction Budget submitted by the Consultant the City and the Consultant may agree to a revised Fixed Construction Budget. A2.01-(c) The Consultant shall submit an electronic set of all documents and three copies of documents required under this Phase, without additional charge, for review and approval by the City.. Consultant shall not proceed with the next Phase of the Work until the documents have been approved, in writing, by the City, and an Authorization to Proceed with the next Phase has been issued by the City. A2.02 Phase 1I — Design Development: A2.02-(a) From the approved Schematic Design documents, the Consultant shall prepare and present in writing, and at an oral presentation if requested, for approval by the City, Design Development Documents, an updated Project Development Schedule and an updated Statement of Probable Construction Costs as defined below: 1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents that delineate and describe the size and character of the entire Project with respect to architectural; civil, structural, mechanical and electrical systems; landscaping; construction, materials, finishes and other items incidental thereto and as required by the Project Manager, and as may be appropriate and applicable. Consultant's staff from each of the major technical disciplines shalt attend the oral presentation (if requested) of Phase II documents, to explain the design concept of their systems. 2. The updated Development Schedule shall show the proposed completion date of each Phase of the Project through design, bidding, construction and proposed date of occupancy. 3. The updated Statement of Probable Construction Cost shall include a summary of the estimated cost of the building including fixed equipment, site improvements, professional fees, movable equipment (if any), utility services extensions and funding allocation evaluation comprising a brief description of the basis for estimated costs. Costs shall be adjusted to the projected bid date and an evaluation of the project cots as they pertain to the allocated construction of the Project. 4. If the statement of Probable Construction Costs exceeds allocated funds, the Consultant shall prepare recommendations for reducing the scope of the project in order to bring the estimated costs within allocated funds. Based on the Probable Construction Budget submitted by the Consultant the City and the Consultant may agree to a revised Fixed Construction Budget. A2.02-(b) The Consultant shall return to the City review (check) sets of documents from the Schematic Design Phase submission. The Consultant shall provide an appropriate written response to all review commentary noted on these previous Phase documents. A2.02-(c) The Consultant shall submit an electronic set of all documents and three hard copies of documents required under this Phase, without additional charge, for review and approval by the City. Consultant shall not proceed with the next Phase of the Work until the documents have been approved, in writing, by the City, and an Authorization to Proceed with the next Phase has been issued by the City. A2.03 Phase Ill - Construction Document Development A2.03-(a) From the approved Design Development Documents, the Consultant shall prepare for written approval by City, Final Construction Documents setting forth in detail the requirements for the Page A-9 ATTACHME_wT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT construction of the Project, including the Bid Form and other necessary information for the bidders, Supplemental Terms and Conditions for the Contract, complete fully permittable drawings and technical specifications (the Project Manual). The Consultant is responsible for complete coordination between the engineering and architectural disciplines and compliance of the design and Construction Documents with all applicable codes. A2.03-(b) Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City may establish and communicate to the Consultant a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. The Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of Probable Construction Cost or evaluation prepared or agreed to by the Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed the Maximum Cost Limit. A2.03-(c) 40% Construction Documents Submittal: The Consultant shall make a 40% Construction Documents submittal, for review and approval by the City, which shall include the following: 1. A reproducible and three hard copy sets of all 40% construction drawings, including any minor revisions, additions, corrections and applifications indicated and/or "Red -Lined" by the City as part of the review of the Design Development Documents. Consultant shall return to the City review (check) sets of documents from the Design Development Phase submission. The Consultant shall provide an appropriate response to all review commentary noted on es prevApps Phase documents. k.\1u\ 2. A Drawing Cover Sheet listing an index of all number of drawings by each iscipSine. Drawings not included in the 40% review shall be noted. 1-b oy- 3. The updated Project Development Schedule to include an outline of maker -construction milestone activities and the recommended construction duration period in calendar days. 4. An updated Statement of Probable Construction in CSI format, to include a breakdown of the buildings components, site Improvements, fees, general conditions and construction contingency. 5. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit the City to award a Construction Contract within the limit of the budgeted amount 6. A Project Specifications index and Project Manual with at least 25% of the Specifications completed. 7. The Consultant shall not proceed with further construction documents development until approval of the 40% documents is received in writing from the City. Approval by the City shall be for progress only and does not relieve the Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained In this Agreement. The Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 40% Documents review (check) set shall be returned to the City upon submission of 75% complete Construction Documents and the Consultant shall provide an appropriate response to all review commentary noted on these previous Phase documents A2.03-(d) 75% Construction Documents Submittal: The Consultant shall make a 75% Construction Documents submittal, for review and approval by the City, which shall include the following: 1. A reproducible and three hard copy sets of all 75% construction drawings. The consultant shall additionally attach an index of all anticipated drawing sheets necessary to fully define the construction and an estimate of the current percent of completion of each of the drawings. Consultant shall retum to the City review (check) sets of documents from the Design Development Phase submission. The Consultant shall provide an appropriate response to all review commentary noted on these previous Phase documents. 2. A reproducible and three hard copy sets and two electronic copies of the technical specifications. The Consultant shall in the preparation of the technical specifications, use CSI Standards, format, developed and recommended by the Construction Specifications Institute (CSI). However all non- technical terms and conditions shall be submitted separately as supplemental conditions. The 75% Construction Documents submittal shall include all applicable sections of CSI Divisions, which shall be at least 75% complete of the Specifications Sections 100% complete. These specifications shall be in final form, except as may be revised through the review process. Page A-10 ATTACHM NT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT 3. The Consultant shall work closely with the City in the preparation of the proposal or itemized bid form and shall prepare the supplementary terms and conditions or similar document for those conditions unique to this specific project. 4. Color boards, which shall show complete color selections for all finish materials. 5. A Drawing Cover Sheet listing an index of all anticipated drawings by each discipline at the 100% level. 6. An updated Statement of Probable Construction Cost broken down by specification sections. The Stateme.t shall include any adjustments necessary for projected award date, changes in requirements, or general market conditions. Authorization to Proceed with the 100% Construction Documents will not be issued if the latest Statement of Probable Construction Cost exceeds the Total Authorized Construction Budget, unless the City increases the Total Authorized Construction Budget or the Consultant and the City agree on methods of cost reduction sufficient to enable construction within the funds available. Any increase or reduction in the Construction Budget shall be agreed upon in writing by the duly authorized signatories of the respective parties. 7. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit the City to award a Construction Contract within the limit of the budgeted amount 8. The Consultant shall not proceed with further construction documents development until approval of the 75% documents is received in writing from the City. Approval by the City shall be for progress only and does not relieve the Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. The Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 75% Documents review (check) set shall be returned to the City upon submission of 100% complete Construction Documents and the Consultant shall provide an appropriate response to all review commentary noted on these previous Phase documents A2.03-(e) 100% Construction Documents Submittal: The Consultant shall make a 100% Construction Documents submittal, for final review, comments and approval by the City. The City shall review documents for program compliance only; it is the Consultant's responsibility to coordinate its Work as well as. the Work generated by the various Subonsultants involved with the Work. The 100% submittal shall include the following. 1. Three sets of all 100% constructions permittable and constructible drawings for review. Each Sub - consultant shall provide its drawings to a 100% level of completion with this submittal. The Drawings submitted at this Phase shall include all details, schedules, tables, and calculations for the project to be submitted for "Dry -Run" Permit. 2. An electronic copy and one set of all reports, programs, and similar documents necessary for the issuance of documents for bidding and construction contract award. 3. An updated Project Development Schedule, to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 4.' An updated Statement of Probable Construction Costs (including construction contingency allowance and similar allowances) broken down by specification CSI sections. The Statement shall include any adjustments necessary for projected award date, changes in requirements, or general market conditions. If the Statement of Probable Construction Cost exceeds the Total Authorized Construction Budget, the Consultant shall review materials, equipment, component systems and types of construction included in the Contract Documents and shall recommend changes in such items and/or reasonable adjustment in the scope of the Project that will result in bids within the allocated funds. All such changes in the Contract Documents shall be made at no additional cost to the City. It is agreed that any "Statement of Probable Construction Costs' prepared by the Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. 5. Contractor payment schedule based on pay for performance parameters. Consultant shall identify constuction milestones that are based on a monthly payment schedule. A2.03-(f) Dry Run Permitting: The Consultant shall file and follow-up for building permits at the earliest practicable time during the performance of the Work, the necessary portions of the Contract Documents for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of "permit approval" by such authorities prior to approval by the Department of the 100% complete Review Set and printing of the Contract Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such Page A-11 ATTACHI,._,JT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT permitting authorities. The Consultant shall make all required changes and resolve all questions presented or revisions required by the permitting authorities on the documents at no additional cost to the City From the approved "Dry -Run"; Consultant shall deliver too the City one ser of reconciled drawings, noting any and all revisions in reporducible and CADD files to be uses as the "Bid Set" insuring ther are no discrepancies form permitted drawings.. The 100% completed check set (s) shall be returned to the City. Upon final approval by the City, the Consultant shall furnish a reproducible and two set of all drawings and technical specifications and supplemental conditions and two electronic copy to the City, without additional charge.. A2.04 Phase IV - Bidding and Award of Contract: A2.04-(a) Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.04-(b) Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders 2. The Consultant shall assist the City in the preparation of responses to questions if any are required, during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.04(c) Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project, or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions with in the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids.: 4. Suspend, cancel or abandon the Project NOTE: Under item 3(c) above the Consultant shall, without additional compensation modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. The City may recognize exceptional construction market cost fluctuations before exercising option 3(c) above. A2.05 Phase V - Administration of the Construction Contract: A2.05-(a) The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.05-(b) The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.05-(c) The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Page A-12 ATTACHMLisa A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT Consultant shall report on the progress dhe Work, including any defects and deficiencies that may be obeserved in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.05-(d) The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms fumished by the City, and submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.05-(e) Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point Indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: 1. a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. the results of any subsequent tests required by the contract; 3. minor deviations from the contract correctable prior to completion; 4. any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement tothe City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.05-(f) The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar. days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.05-(g) The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.05-(h) The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shalt not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements and shall be authorized with or without change in costs to the construction. The Consultant shall have a maximum of ten (10) calendar days form receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with Page A-13 ATTACHivicNT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written expfaination as to the basis for rejection. A2.05-(i) The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.05-(j) The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall In conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735 Upon satisfactory completion of the punch list the Consultant shall recommend execution of a " Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.05-(k) The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with the its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.05-(I) The Consultant shall fumish to the City the original documents, including drawings, revised to as -built" conditions based on information fumished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Constult shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement z2N, includi the contents of "as -built" documents are conditioned upon the accuracy of the information and t' docurrits provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the p'S Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be fumished to the City free of charge by the Consultant. A2.05-(m) The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City. A2.05-(n) The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.05-(o) The Consultant assist the City in the completion of the Contractor's performance evacuation performance during the performance of the construction work and upon final completion of the Project. A2.09 Time Frames for Completion These time frames do not include the City's review time of two weeks for Phases I through III and four weeks for Phase IV.. Phase I Programming & Schematic Design 12 weeks Phase II Design Development 10 weeks Phase III a 40% Construction Documents 8 weeks Phase III b 75% Constrcution Documents 4 weeks Phase III c 100% Construcction Documents 4 weeks Phase III d Dry -Run Permitting 8 weeks Phase IV Bidding and Award 4 weeks Phase V Construction Administration 78 weeks ARTICLE A3 ADDITIONAL SERVICES: Page A-14 ATTACHM,. JT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Design Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Section 83.05. A3.02 EXAMPLES Except as may be specified in Schedule A herein additional Services may inciude but are not limited to the following: A3.02-(a) Needs Analysis: Special analyses of the City's needs, and special detailed programming requirements for a project. A3.02-(b) Specialty Studies: Financial feasibility, energy efficiency, life cycle costing, or other special studies. A3,02-(c) Pre -Design Surveys 8, Testing: Planning surveys, soil tests, environmental investigations, site evaluations, or comparative studies of prospective sites. A3.02-(d) Design Of Non -Project Facilities: Design services relative to future facilities, systems and equipment which are not intended to be constructed as part of a specific project. A3.02-(e) Extraordinary Existing Conditions: Unless otherwise provided herein, providing services to investigate existing conditions of facilities or to make measured drawings thereof, after the Consultant has expended an amount of time deemed to be the normal requirement for renovation and alteration projects. For the purposes of this Agreement, this amount of time shall be that equal to 0.3 of 1% of the Estimated Construction Cost. The Consultant will be required to verify this expenditure, in writing, in accordance with ARTICLE B4. A3.02-(f) Cost Estimating: Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a project. A3.02-(g) Interior Design: Interior design services required for or in connection with the selection of furniture or furnishings, except, all equipment, materials, supplies and related items included in the Scope of Work. A3.02-(h) Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by the City. A3.02-(I) Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-(j) Full -Time Construction Management: The services of one or more full-time, on site project field representatives during construction. A3.02-(k) Extended Testing $$ Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, subcontractor, or equipment manufacturer A3.02-(1) Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by the City and are due to causes beyond the control of the Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-(m) Expert Witness: Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding, providing, however, that the Consultant cannot testify against the City in any proceeding during the course of this Agreement. A3.02-(n) Building Code Revisions: Revisions of plans and specifications required as a result of changes in building code requirements. A3.02-(o) Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.02-(p) Renderings; Upon the request of the City for a project rendering and upon written authorization by the Director, the Consultant shall submit several simple studies of proposed perspective drawings for the Project, indicating suggestions for angles of view and general composition of a rendering. Upon approval of a perspective format, the Consultant shall execute and submit one 20" x 30" framed and glassed perspective Page A-15 ATTACHI1/4,"4T A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT rendering in color of the Project and three smaller 10" x 15" framed photographic copies, in color as requested by the City. This will be considered as an additional service, to be compensated on a mutually agreeable basis in accordance with this Agreement. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Consultants for the purposes listed below. Transportation, travel and per diem expenses within Dade and Broward Counties shall not be considered as reimbursable expenses under this Agreement. Any travel subject to reimbursement must be approved by the City in advance of such travel. If Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted following applicable provisions of Section 112.061, Florida Statutes. A4.01-(a) Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices. The Consultant's field office at the Project site is not considered a permanent office. A4.01-(b) Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of Consultantas part of the work, set forth in this Agreement (There is no photography in basic services. Do we want monthly pictures?) A4.01-(c) Geotechnicallnvesitgation Identifiable Soil Borings and Reports and testing costs approved by Project Manager. A4.01-(d) 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. A4.01-(e) Surveys Site surveys, special purpose surveys, and/or "As -built" surveys when authorized by the Project Manager A4.01-(f) Other items not indicated in Section 4.01 when authorized by the Project Manager A4.02 SUBCONSULTANT REIMBUREMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT & SITE INFORMATION The City, at its expense and insofar as performance under this Agreement may require, shall fumish the Consultant with the information described below, or, if not readily available, may authorize the Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-(a) Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures and/or trees, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-(b) Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. The Consultant shall recommend necessary tests to the City. A5.01-(c) General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as per Section A2.01.(a) A5.01-(d) Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. The Consultant must still perform field investigations as necessary in accordance with Article 2.02A (5) to obtain sufficient information to perform his services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. Page A-16 ATTACHMENT A — SCOPE OF SERVICES PROFESSIONAL SERVICES AGREEMENT A5.01-(e) Reliability: The services, information, surveys and reports described in A5.01-(a) through A5.01-(d) above, shall be furnished at the City's expense, and the Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided the Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the project. A5.02 PROJECT MANAGEMENT A5.02-(a) The Director or designee shall act on behalf of the City in all matters pertaining to this Agreement. The Director or designee shall issue all Notices to Proceed to the Consultant. The Director or designee shall approve all invoices for payment to the Consultant. A5.02-(b) The Director shall designate a City Project Manager from staff to have general responsibility for management of the Project. The Project Manager shall meet with the Consultant at periodic intervals throughout the Work to assess the progress of the Work in accordance with approved schedules. The Project Manager shall also examine documents submitted by the Consultant, including invoices, and shall promptly render decisions and/or recommendations pertaining thereto, to avoid unreasonable delay in the progress of the Work. A5.03 CONSTRUCTION MANAGEMENT A5.03-(a) During the construction phase, the Consultant and the Department staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.03-(b) If the City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during the construction phase, the City shall give prompt notice thereof to the Consultant. A5.04 LEGAL AND OTHER SERVICES. The City shall furnish any available legal, accounting, insurance counseling, and auditing services that the Consultant may require to ascertain how or for what purposes a Contractor has used the money paid to the Contractor under the construction contract, as may be required by the City. Page A-17 ATTACHMENT Al PROJECT DESCRIPTION 1.0 OVERVIEW ATTACHMENT A - SCOPE OF SERVICES The intent of the Project is to secure space for the current and long-term needs of the College of Policing. The Project is primarily an international police training facility; however the Project also includes space for an auditorium and retail space. The Project calls for initial design of approximately a 57,000 square foot (s.f.) facility. Fundraising is ongoing, and will ultimately determine how much of the project will be built. The Consultant will design for the entire preliminary program included in this Agreement. The Project will be located on land currently owned by the City on the Northwest Corner of NW 3rd St and NW 2nd Ave, Miami, Florida. The project site is 1.3674 acres, plus the adjacent city Police Department site. Additional information is provided in Exhibits 1-7. 2.0 FACILITY DESIGN INFORMATION This list is intended to provide guidelines on building -wide programming and design issues. 1. A connection/bridge from the new building to the existing Police Department building is envisioned to take place at the existing building 3rd level, at the Cafeteria area. The Cafeteria space may need reconfiguration to accommodate the connection. 2. A walk-through Metal Detector and separate x-ray device will be provided at the main public entrance to the building. Space shall be provided for a queuing area inside the front door, before people go through the metal detector and x-ray devices. 3. Access to the Police Store and Health Store shall be directly from the exterior of the building. People coming to the retail components of the facility will not gain access to the building through the retail spaces. 4. The equipment for the Shooting Range in the building will be provided by the City. The Range will accommodate 180 degree Range Training activities. Special attention shall be given to the control of gun noise from the Range, as well as proper ventilation from the space. 5. The only City Department that will be in this building full-time will be the Police Training Department. 6. The existing Police Department building has an operational helipad on the roof of the building. Therefore, the roofline of this new facility cannot be higher than the existing helipad. The existing Police Department building is 5 stories high. 7. A feature the Police Department would like integrated into this facility is an exterior location to hold graduation party functions, as well as press conferences. One option would be a roof patio area where these functions could take place. 8. The Police Department would like to integrate a space into the design where Police graduation classes could be photographed. This could be interior or exterior. It would be nice if this could be focused somewhere where there is a Police Department emblem that could be included in the photograph. Currently the Police Department does not have a location for this function. 9. An Elementary Charter School exists on the southwest corner of the site. Due to the high volume of traffic to this school in the morning during drop-off and in the afternoon during pick-up, the Police Department has requested limited public entrances to the site from NW 3rd Street. A commercial, delivery entrance off of NW 3rd Street would be acceptable. The west side of this site is adjacent to the parking and playground areas of the Charter School. 10. The E.O.C. portion of the program is intended to take over and utilize classroom spaces in the building. It is expected that operable partitions will be opened up, which would enable the use of 3 or 4 classrooms as the E.O.C. This would be considered an effective and efficient use of space. The E.O.C. would need to be sized to accommodate 60 E.O.C. workstations. 11. The K-9 Training facilities currently located on the site will be relocated off -site. 12. Existing trees on the site may need to be removed. The City of Miami has a process for removal of trees, which will need to be followed. Contract No. A-18 Consultant Initials ATTAL.nMENT A - SCOPE OF SERVICES 13. The parking that exists along the east side of this site is currently used for visitors to the Police Department. There are approximately 45 parking stalls in this lot. The final design solution will need to accommodate visitor parking to be used by the existing Police Department facility as well as the new International Police Training Facility. The new facility is expected to integrate with the existing Police Department site. The existing parking garage west of the existing Police Department will be made available for users in this building. The garage houses approximately 500 stalls of parking. The Police Department has stated that 100 of these stalls will be available for use by the new International Police Training Facility. The remaining stalls will be used by the Police Department. The solution will need to guide users of this building to the available parking in the existing parking structure, and also provide additional visitor parking for the new building. 14. A LEED Silver Rating is the goal for this facility. The City currently has no directive as to specific sustainable design initiatives to incorporate into this building. Sustainable design features should be targeted to enable this facility to reach the goal of a LEED Silver Rating. 15. There are a number of aspects of Security that will be important to this facility. These include: a. Perimeter Security i. Appropriate setback from the street ii. Security bollard placement iii. Clear sightlines b. Building Access i. Controlling ingress to the building. An x-ray machine and metal detector will be located at the main public entrance to the facility. c. Building Circulation Zones i. Separate circulation zones must be established during the design phase. in this facility, there shall be 2 primary circulation zones. 1. Public 2, Police Department and Training Personnel d. Staff only entrances will be equipped with card readers. e. Interior spaces should be reviewed for function to determine any interior separation required. (i.e., limit staff to only certain areas and/or restrict public access.) f. Use Crime Prevention through Environmental Design (CPTED) principles in the planning of the facility. This could include decorative planters, landscaping and other architectural elements. g. Consider security when placing HVAC intakes to limit the possibility of introducing any contaminates into the facility. h. The Main Entrance Lobby must be located and designed to enable public entrance to the auditorium after normal business hours, while securing the remainder of the building from access by after-hours visitors. i. One dock station will be needed for standard building use. 3.0 BUILDING PROGRAM The following is the basic program for the Project. These requirements will be reviewed and may be revised during the Schematic and Design Development Phases. #spaces nsf/space nsf/total remarks CLASSROOMS / EOC Classrooms 7 900 6,300 EOC Center/Computer Classroom 1 900 900 Copy/Printing Area 1 80 80 Storage 1 100 100 Contract No. Sub -Total 7,380 flexible partitioning; 25-30 persons each operational center, glazing on all four sides relate to Classrooms for expanded operations A-19 Consultant Initials ATTACHMENT A — SCOPE OF SERVICES Departmental Efficiency Factor/Circulation 0.15 1,107 8,487 RANGE TRAINING 12 positions, 4-feet by 75-feet, 180- Ranges 1 4,800 4,800 degree column free space Control Booth 1 100 100 controls targets and lighting Cleaning Room 1 120 120 weapons cleaning, supplies Range Supervisor 1 120 120 private office Ammo Bunker 1 200 200 blast resistant storage Target Storage 1 100 100 Restrooms 2 50 100 single fixture, ADA accessible Armorer 1 150 150 private office Sub -Total 5,690 Departmental Efficiency Factor/Circulation 0.15 854 6,544 TRAINING FACILITY/AUDITORIUM Dormitories 1 1,440 1,440 3 dorms of 4, 2 singles Lounge/Kitchen 1 560 560 small kitchen, 2 refrigerators tables with seating for 20 people Multi -Level, Tiered Auditorium 1 8,000 8,000 200 persons seated at training tables projection room Translator's Room 1 200 200 4-5 stations supporting auditorium Library 1 200 200 Video Studio 1 500 500 Sub -Total 10,900 Departmental Efficiency Factor/Circulation 0.15 1,635 12,535 SURVIVAL TRAINING Range Simulator 1 1,000 1,000 virtual reality interface, props Simulator Control Room 1 120 120 equipment tbd Equipment Storage 1 100 100 Equipment Care (Washer, Dryer, Etc.) 1 120 120 commercial washer and dryer, sinks Defense Tactics Area 1 6,000 6,000 60' by 100' foot room, high ceiling Contract No. A-20 Consultant Initials 411/111 Sub -Total Departmental Efficiency Factor/Circulation ADMINISTRATIVE OFFICES Commander's Office Lieutenant's Office Sergeant's Office Conference/Meeting Room Secure File Storage Copy/Work Storage Range Office Survival Office General Office plus Clerical 0.15 1 1 1 5 5 6 Sub -Total Departmental Efficiency Factor/Circulation 0,15 COMMON AREAS Security/Lobby Reception Health Trust MPD Police Store Building Maintenance Janitorial Closets Electrical Equipment Telephone/Data Equipment Computer Room SWAT Team SWAT Van Covered Parking Cafeteria 1 1 1 1 4 2 2 1 1 2 0 7,340 1,101 8,441 225 225 120 120 100 100 560 560 200 200 80 80 100 100 70 350 70 350 70 420 2,505 376 2,881 ATTAChMENT A - SCOPE OF SERVICES private office private office private office accommodates 25 people, AN aids east orientation with view space saver system copier, fax, printer, supplies staff workstations staff workstations staff workstations, clerical workstation 1,000 1,000 public entry, public lobby w/security screening/queuing area, 300 s.f. w/receptionist, 80 s.f. commercial, area allowance commercial, area allowance 400 400 400 400 240 240 20 80 50 100 50 100 120 120 500 500 150 300 0 one per level as required as required servers lockers, weapons, ammunitions includes an open area workstation includes a chemical storage closet 2 outdoor covered parking areas for SWAT team vans (one future) shielded from view assigned at 50% of area for estimating 0 use existing cafeteria with connection at third floor level Contract No. A-21 Consultant Initials ATTb. JIENT A — SCOPE OF SERVICES Sub -Total 3,240 Departmental Efficiency Factor/Circulation 0.15 486 3,726 PLUMBING FACILITIES Toilets (MT first floor/main floor) 2 210 420 public/staff facilities confirm fixture requirements per code Toilets (M/F second floor) 2 160 320 confirm fixture requirements per code Toilets (M/F third floor) 2 130 260 confirm fixture requirements per code Toilets (M/F fourth floor 2 130 260 confirm fixture requirements per code Sub -Total 1,260 Departmental Efficiency Factor/Circulation 0.15 189 1,449 SQUARE FOOTAGE SUB -TOTAL 38,315 net square footage Departmental Efficiency Factor/Circulation 0.15 5,747 Bridge Connection 1,000 if required by location on site MEP Efficiency Factor 0.25 11,016 TOTAL SQUARE FOOTAGE 56,078 total building gross square footage Contract No. A-22 Consultant Initials ATTAR .MENT A — SCOPE OF SERVICES SCHEDULE A2 - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Fraga Engineering Mechanical EAC Consulting, Inc. Civil/Site Engineering Curtis + Rogers Design Studio Landscape Architecture Carter Goble Lee Programming C. Vargas & Associates Range Design Shen Milson & Wilke Audiovisual/Acoustical Construction Management Services Estimating SCHEDULE A3 - KEY STAFF NAME JOB CLASSIFICATION Enrique Macia Principal Jim Koepp Project Manager Doug McKenzie Assistant Project Manager Scott Tao Project Architect Alicia Garcia Head Specification Writer Jenny Kyryluk Specification Administrator Dean Newberry Principal B. Molitor Interior Design Ron Hunt Project Director, Structural J. Mola Project Engineer, Structural Emilio Rivero Project Director, Electrical Juan Bauza Project Engineer, Electrical G. Wrentz Construction Administrator Contract No. END ATTACHMENT A A-23 Consultant Initials M ,CHMENT B — COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 COMPENSATION FOR SERVICES The City shall pay and Consultant agrees to accept as full payment for the WORK an amount not to exceed One million four hundred thousand dollars ($1,400,000.00). Said Compensation consists of: Base Fee: $1,337,200.00 `� \L • Allowance for Reimbursable Expenses: $ 40,000.00 E` • Allowance for Additional Services $ -20 00O 00- , • ` ° B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.03-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. ARTICLE 82 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be based upon the Wage Rates that have been approved by the Director. Said Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the Professional Services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule 81 ideritifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These may include, but are not limted to, architects, engineers, landscape architects, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a multiplier of 2.9 shall apply to the approved average hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover Consultant employee benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, reproduction of documents, drawings and specifications, mailing, stenographic, administrative and clerical support,. B2.04 CALCULATION Said Wage Rates are to be utilized by Consultant in calculating compensation payable for the Work and any additional work directly related to this Project requested by City. Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. 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 herein, as applicable, in the following manner: 63.01 LUMP SUM Compensation for this Scope of Work is a Lump Sum, Not to Exceed Fee. Should the City require Additional Services direclty related to this Project, Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum compensation shall be calculated by Consultant utilizing the Wage Rates established herein. The City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present information deemed sufficient and acceptable to City. City Contract No. Pages B-1 Consultant Initials A.. ACHMENT 8 - COMPENSATION B3.01.2 CHANGES TO PROJECT SCOPE if the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for the Base Fee may be equitably adjusted by mutually consent of the parties, which may be put into effect by an amendment to the Agreement. 33.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subcons::itant employees identified in Schedule B1 Wage Rates. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the Agreement. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees may be used only in those instances for Additional Work directly related to this Project where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for such Additional Work. In such cases, the City will establish an allowance that shall serve as a not to exceed fee for the Work to be performed on an hourly rate basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall be reimbursed on the cost borne by the Consultant and 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 the Project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for the Project as stated in the Agreement is considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to City as Additional Services. The fees for alternates will be calculated by one of the methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Sections B3.05 and B3.03 respectively, may be applicable. B3.05-1 Determination Of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit,. 83.05-2 Procedure and Compliance Provided that the fee for required Additional Service(s) are within the Allowance for Additional Services established herein, an independent and detailed Notice to Proceed shall be required to be issued and signed by the Director for each additional service requested by the City. Should said Allowance for Additional Services be exhausted, then an Amendment to the Agreement will also be required for further Work of this type. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultant's Competitive Negotiation Act, and other applicable laws. 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. City Contract No. Pages B-2 Consultant initials A..ACHMENT B — COMPENSATION 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 OJ C t S11C-'ENSION If the 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 renegotiation. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Professional Services may be requested monthly in proportion to services performed during each Phase of the Work. Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. B4.02 FOR COMPREHENSIVE BASIC SERVICES For this Project, for which comprehensive design services are stipulated, payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. This payment shall be made monthly, based upon the schedule of deliverables, and according to the phases of this Agreement, in proportion to the services performed do that the compensation at the completion of each phase shall equal the following percentages and amounts of the total fee: College of Policing Phase I programming & Schematic Design $224,000 16.75% Phase II Design Development $263,000 19.67% Phase III Construction Documents $531,300 39.73% Phase IV Bidding and Award $ 54,900 4.11% Phase V Construction Administration $264.000 19.74N TOTAL FEE $1,337,200 100% At the City's option, partial payments may be made during the Construction Contract Administration Phase in proportion with amounts paid on the Construction Contract. Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. B4.02-1 If the Construction Contract Time is extended through no fault of the Consultant, the Consultant may be compensated for any required Professional Services and for expenses not otherwise compensated for in connection with such time extensions, in accordance with Section 5.01C and Schedule B1 and as authorized by the Director or his/her authorized representative. B4.03 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval try the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. 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. ARTICLE B5 COMPENSATION FOR REUSE B5.01 GENERAL It is understood by Consultant that the City may re -use the plans and specifications, including construction drawings, at the City's sole option. By virtue of signing this Agreement Consultant and Subconsultants agree to a re -use in accordance with this Article without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. City Contract No. Pages B-3 Consultant Initials A I ACHMENT B - COMPENSATION SCHEDULE B1 -'NAGE RATES JOB CLASSIFICATION (Spiillis Candela DMJM ADJUS T =D HOURLY RATE (Multiplier Not Applied) Principal, Architectural $60.59 Project Manager $42.31 Assistant Project Manager $42.31 Project Architect $39.25 Head Specification Writer $40.87 Specification Administrator $24.04 Principal, Specifications $63.21 Interior Design $34.64 Project Director, Structural $69.23 Project Engineer, Structural $50.65 Project Director, Electrical $54.53 Project Engineer, Electrical $34.85 Construction Administrator $21.08 Engineer I $23.06 CADD III $24.33 CAD $19.90 CADD1 or 2 $17.07-$19.75 City Contract No. Pages B-4 Consultant Initials