HomeMy WebLinkAboutExhibitCity OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROG RAM
PROFESSIONAL SERVICES AGREEMENT
Service Category
Contract Type
Consultant
Capital Program Support Services for the Capital Improvement
Program, RFQ No 06-07-034
Continuing Services for Program Management
Post, Buckley, Schuh, & Jernigan, Inc. d/b/a PBS&J
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 5
ARTICLE 2 GENERAL CONDITIONS 6
2.01 TERM' 6
2.02 OPTION TO EXTEND 6
2.03 SCOPE OF SERVICES 6
2.04 COMPENSATION 7
ARTICLE 3 PERFORMANCE 7
3.01 PERFORMANCE AND DELEGATION 7
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7
3.03 CONSULTANT KEY STAFF 7
3.04 TIME FOR PERFORMANCE 7
ARTICLE 4 SUB -CONSULTANTS 7
4.01 GENERAL 7
4.02 SUB -CONSULTANT RELATIONSHIPS 8
4.03 CHANGES TO SUB -CONSULTANTS 8
4.04 INFORMATION TECHNOLOGY SUB -CONSULTANT
8
ARTICLE 5 DEFAULT 8
5.01 GENERAL 8
5.02 CONDITIONS OF DEFAULT 8
5.03 TIME TO CURE DEFAULT - FORCE MAJEURE 8
ARTICLE 6 TERMINATION OF AGREEMENT 8
6.01 CITY'S RIGHT TO TERMINATE 8
6.02 CONSULTANT'S RIGHT TO TERMINATE 9
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9
ARTICLE 7 DOCUMENTS AND RECORDS 9
7.01 OWNERSHIP OF DOCUMENTS ' 9
7.02 DELIVERY UPON REQUEST OR CANCELLATION 9
7.03 RE -USE BY CITY 9
7.04 NONDISCLOSURE 9
7.05 MAINTENANCE OF RECORDS 9
ARTICLE 8 INDEMNIFICATION 10
ARTICLE 9 INSURANCE 10
9.01 COMPANIES PROVIDING COVERAGE 10
9.02 VERIFICATION OF INSURANCE COVERAGE 10
9.03 FORMS OF COVERAGE 10
9.03-2 Professional Liability Insurance 10
9.03-3 Worker's Compensation Insurance 10
9.03-4 Sub -Consultant Compliance 11
9.04 MODIFICATIONS TO COVERAGE 11
TABLE OF CONTENTS (CONTINUED)
ARTICLE 10 MISCELLANEOUS 11
10.01 AUDIT RIGHTS 11
10.02 ENTIRE AGREEMENT 11
10.03 SUCCESSORS AND ASSIGNS 11
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 11
10.06 NOTICES 11
10.07 INTERPRETATION 12
10.08 JOINT PREPARATION 12
10.09 PRIORITY OF PROVISIONS 12
10.10 MEDIATION - WAIVER OF JURY TRIAL 12
10.11 PERFORMANCE EVALUATIONS 13
10.12 TIME 13
10.13 COMPLIANCE WITH LAWS 13
10.14 NO PARTNERSHIP 13
10.15 DISCRETION OF DIRECTOR 13
10.16 RESOLUTION OF CONTRACT DISPUTES• 13
10.17 INDEPENDENT CONTRACTOR: 14
10.18 CONTINGENCY CLAUSE• 13
10.19 THIRD PARTY BENEFICIARY 13
ATTACHMENT A - SCOPE OF WORK 18
ARTICLE Al GENERAL 18
A1.01 RANGE OF SERVICES 18
A1.02 COOPERATIVE WORK 18
A1.03 NON-EXCLUSIVE RIGHT 18
A1.04 PAYMENTS 19
ARTICLE A2 OVERVIEW OF PROGRAM MANAGEMENT SERVICES 19
A2.01 PRIMARY SERVICES 19
A2.02 SPECIALTY SERVICES 19
ARTICLE A3 PRIMARY SERVICES 19
A3.01 ADMINISTRATIVE PROGRAM MAN-AGEMENT 19
A3.02 PRODUCTION MANAGEMENT SERVICES 20
A3.03 CONSTRUCTION ADMINISTRATION 21
ARTICLE A4 SPECIALTY SERVICES 22
ARTICLE A5 STAFFING 22
A5.01 CORE PROGRAM STAFF 22
A5.02 SUPPLEMENTAL AND SPECIALTY STAFF 22
A5.03 STAFFING CHANGES 22
ARTICLE A6 ASSIGNMENT OF WORK 23
A6.01 ANNUAL WORK PROGRAM 23
A6.02 WORK ORDERS 23
SCHEDULE Al. - CONSULTANT TEAM 24
SCHEDULE A2. - KEY STAFF 25
ATTACHMENT B - COMPENSATION AND PAYMENTS B-1
ARTICLE B1 METHOD OF COMPENSATION B-1
B1.01 COMPENSATION LIMITS B-1
B1.02 CONSULTANT NOT TO EXCEED B-1
ARTICLE B2 WAGE RATES B-1
B2.01 FEE BASIS B-1
132.02 EMPLOYEES AND JOB B-1
CLASSIFICATIONS B-1
B2.03 MULTIPLIER B-1
B2.04 CALCULATION B-1
B2.05 ESCALATION B-2
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION B-2
B3.01 LUMP SUM: B-2
TABLE OF CONTENTS (CONTINUED)
B3.02 HOURLY RATE FEES B-2
B3.03 COST PLUS FIXED FEE B-3
B3.04 REIMBURSABLE EXPENSES B-3
B3.05 FEES for SPECIALTY SERVICES B-3
B3.06 PAYMENT EXCLUSIONS B-3
B3.07 FEES RESULTING FROM PROJECT SUSPENSION B-3
ARTICLE B4 PAYMENTS TO CONSULTANT 3
B4.01. :.. PAYMENTS GENERALLY B-3
B4.02 MONTHLY PROGRESS REPORT B-4
ARTICLE B5 REIMBURSABLE EXPENSES: B-4
B5.01 GENERAL B-4
B5.02 TYPES OF REIMBURSABLE EXPENSES B-4
B5.03 AUTHORIZATION B-4
B5.04 DEFINITIONS and CATEGORIES B-5
B5.05 REIMBURSEMENTS TO SUB -CONSULTANTS B-6
ARTICLE B6 COMPENSATION FOR REUSE OF WORK PRODUCT 6
B6.01 GENERAL B-6
SCHEDULE B1 - WAGE RATES SUMMARY B-7
SCHEDULE B3 - ESTIMATE OF REIMBURSABLE EXPENSE B-8
SCHEDULE B-4.2 EXPENSE VOUCHER B-9
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Capital Program Support Services for the Capital Improvement
Program, RFQ No 06-07-034
Contract Type Continuing Services for Program Management
Consultant Post, Buckley, Schuh, & Jernigan, Inc. d/b/a PBS&J
Consultant Office Location 2001 Northwest 107th Avenue, Miami, Florida 33172
City Authorization Resolution Number
THIS AGREEMENT made this _ day of in the year 2007 by and
between THE City OF MIAMI, FLORIDA, hereinafter called the "City," and (Consultant's
Name), hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Proposals ("RFP") No. 06-07-034 on November 5,
2007 for the provision of Program Management Services for the Capital Improvements
Program ("Program or Services") and Consultant's proposal ("Proposal"), in response thereto,
was selected as one of the most qualified for the provision of said Services. The RFP and the
Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are
by this reference expressly incorporated into and made a part of this Agreement as if set forth
in full..
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with the applicable
provisions of the City Procurement Ordinance, to provide the Professional Services as
described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth,
agree as follows:
PROFESSIONAL SERVICES AGREEMENT
ARTICLE 1 DEFINITIONS
1.01 Annual Work Program means a comprehensive report of goals, strategies, tasks, activities, personnel,
and costs to be undertaken by the Program Manager for a given year under this Agreement.
1.02 Attachments mean the Attachments to this Agreement are expressly incorporated by reference and made a
part of this Agreement as if set forth in full.
1.03 Capital Program Support Services or CPSS means Services provided by the Consultant including,
without limitation, all administrative, technical, and management activities associated with supporting the City as
determined by the Director in the execution and implementation of the City's Capital Program.
1.04 City Commission means the legislative body of the City of Miami.
1.05 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.06 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which
is a party hereto and for which this Agreement is to be performed. In all respects hereunder, City's performance is
pursuant to City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a
governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes,
laws and ordinances shall be deemed to have occurred pursuant to City's authority as a governmental body and
shall not be attributable in any manner to City as a party to this Agreement. The City of Miami shall be referred to
herein as "City". For the purposes of this Agreement, "City" without modification shall mean the City Manager.
1.07 Consultant means (name to be inserted) a corporation association, joint venture, or any combination
thereof, of skilled and qualified capital improvement program managers, administrative, technical, and other
support, and duly registered professional architects, landscape architects and/or engineers, which has entered into
this Agreement to provide Professional Services to the City.
1.08 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.
1.09 Core Program Staff means Staff positions assigned on a full time basis to the Program by the Program
Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the
City's Miami Riverside Center (MRC) or other requested City facility.
1.10 Director means the Director of the City Capital Improvements Program Department designated herein who
has the authority and responsibility for managing the specific Program or Projects covered under this Agreement.
The Director, in his/her sole discretion, shall have the authority to delegate responsibilities herein to staff of the
Capital Improvements and Transportation offices and shall do so in writing.
1.11 Horizontal Projects means capital Projects that generally consist of new construction, repair and/or
reconstruction of roadways, rights -of -way and streetscape improvements (roads, sidewalks and swale areas)
including, without limitation, street grading, pavement milling, paving, curb and gutter installation, striping,
sidewalks, pavers, irrigation systems, lighting and landscaping, hardscaping and waterway improvements and
maintenance, and underground storm and/or sanitary sewer systems and components such as pump stations,
force mains, injection wells and disposal outfalls.
1.12 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City
to make observations of Work performed by a Contractor.
1.13 Notice to Proceed means a written letter or directive issued by the Director, designee, or Project Manager
acknowledging that all conditions precedent have been met and/or directing that Consultant may begin Work on a
particular Program assignment, Project, or a specific task of a Project as outlined in the Annual Work Program, the
Capital Plan, or a Work Order.
1.14 Primary Services means those Services considered by City to be fundamental to the successful
management of the Program as stated in the RFP, and in Attachment A of this Agreement.
1.15 Professional Services means those Services provided by the Consultant to assist the City in the
execution and implementation of the City's Capital Improvements Program, including, without limitation, all
administrative, technical, and management activities undertaken as part of Primary Service or Specialty Services.
1.16 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an
annual basis, that details the planned financial resources and implementation schedule and strategies for the City's
capital projects over a five (5) year period, consisting of both expenditures and purchases of capital goods and
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PROFESSIONAL SERVICES AGREEMENT
equipment and of the panning, design, and construction of physical improvements and/or modifications to
buildings, facilities, parks, streets, infrastructure, transportation and other capital assets of City.
1.17 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City
facility as contemplated and budgeted by the City. The Project(s) shall be further defined in the Scope of Services
and/or Work Order issued pursuant to this Agreement.
1.18 Project Manager means an employee or representative of the City assigned by the Director to manage and
monitor the Program Manager's Work to be performed under this Agreement.
1.19 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual
named by the City Manager to administer matters relating to insurance and risk of loss for the City.
1.20 Scope of Service(s) or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables and milestones required for the completion of Project or an assignment with
sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion.
1.21 Specialty Services means those Services which may not be directly tied to the overall management of the
Capital Improvements Program but to some unique, critical, and/or possibly large scale,element of the Capital
Improvements Program, such as the Streetcar Project, that requires expertise that is unavailable from within the
City's personnel resources.
1.22 Sub -Consultant means a person or organization that has entered into a written agreement with the
Consultant to furnish specified Professional Services for a Project or Program Management task.
1.23 Supplemental Program Staff means Staff of Program Manager and/or Sub -Consultant, whom are not
part of the Core Staff, who are assigned to the Program on a limited full-time or long term part-time basis. May
also be referred to as "Supplemental Staff".
1.24 Vertical Projects means capital Projects that generally consist of new construction, repair, renovation,
and/or expansion of park and recreational facilities, community and day care centers, administrative offices and
facilities, fire stations and support facilities, police facilities, stadiums, exhibition center(s), other performance
venues, marinas, or any other Projects identified by the Director.
1.25 Wage Rates means the effective direct expense to Consultant and/or Sub -Consultant, on an hourly rate
basis as reported to the Internal Revenue Service, for employees in the specified professions and job categories
assigned to provide Services under this Agreement that justify and form the basis for professional fees regardless
of actual manner of compensation.
1.26 Work Order means a written document approved by the Director authorizing the performance of Services.
1.27 Work also known as the Scope of Work means the tasks and activities generally identified in the Annual
Work Program or the task(s) and activities identified in a Work Order.
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof with the option to
extend as stipulated in Article 2.02. This specified term is intended for administrative and budget control purposes
and is not to be considered or interpreted as a time limitation,
During the term of this Agreement the Consultant is precluded from entering into anv other contracts or agreements
with the City to provide Services related to or contained in the Capital Improvements Program. Where the
Consultant has existing contracts or agreements the Consultant shall be precluded from providing Program
Management Services for such contracts or agreements
2.02 OPTION TO EXTEND
The City shall have the option to extend the term for three (3) additional period(s) of one (1) year each, subject to
continued satisfactory performance of Program Manager as determined by the Director, and to the availability and
appropriation of funds. The City Manager is authorized to execute extensions of this Agreement unless otherwise
provided by amendment or legislation.
2.03 SCOPE OF SERVICES
Consultant agrees to provide the Services as specifically described and under the special terms and conditions set
forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement.
Consultant's Initials
Page 6 City's Initials
PROFESSIONAL SERVICES AGREEMENT
2.04 COMPENSATION
2.04-1 Compensation Limits
The City makes no assurances that any Work Orders will be issued to the Consultant. The maximum amount of
compensation payable by the City to Consultant will be a not to exceed fee, based on a monthly fee for Core
Program Staff and on the rates and schedules established in Attachment B for Supplemental Staff In no event
shall the amount of compensation exceed Two Million Five Hundred Twenty Seven Nine Hundred Forty Three
Dollars ($2,527,943) in total for Primary and Supplemental over the initial term of the Agreement and any
extension(s), unless explicitly approved by action of the City Commission and put into effect by written amendment
to this Agreement. The City may, at its sole discretion use other compensation methodologies.
2.04-2 Payments
Unless otherwise specifically provided in Attachment B, payment shall be made within forty-five (45) days after
receipt of Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain
sufficient detail, to allow a proper audit of expenditures, should City require one to be performed. If Consultant is
entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with
Section 112.061, Florida Statutes. Consultant shall utilize standard invoice provided by City for the submission of
invoices.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the Director or designee. Said approval shall not be
construed as constituting an agreement between the City and said other person or firm.
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or designee may make written request to Consultant for the prompt removal and replacement of any
personnel employed or retained by the Consultant, or any Sub -Consultants, or any personnel of any such Sub -
Consultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of
this Agreement. The Consultant shall respond to City within fourteen (14) calendar days of receipt of such request
with either the removal and replacement of such personnel or written justification as to why that may not occur. All
decisions involving personnel will be made by Consultant. Such request shall solely relate to said employees work
under this Agreement and to their employment with the City.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that Consultant was selected by City, in part, on the basis of qualifications of particular
staff identified in Consultant's response to City's solicitation, hereinafter referred to as "Key Staff'. Consultant shall
ensure that Key Staff are available for Work hereunder as long as said Key Staff is in Consultant's employ or under
contract. Consultant will obtain prior written acceptance of Director or designee to change Key Staff. Consultant
shall provide Director, or designee with such information as necessary to determine the suitability of proposed new
Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute
any responsibility or liability for the individual's ability to perform or continued employment with the Consultant or
Sub-Consultant(s).
3.04 TIME FOR PERFORMANCE
The City shall have the sole right to determine which aspects of the Services, Work, Work Orders, or Projects the
Consultant shall proceed on and in what order. Time is of the essence with respect to performance of this
Agreement. The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the
Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. The
City's written approval of an Annual Work Program as provided herein shall be considered as a Notice to Proceed.
A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the
City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein.
Such extension of time shall not be cause for any claim by the Consultant for extra compensation.
ARTICLE 4 SUB -CONSULTANTS
4.01 GENERAL
4.01-1 A Sub -Consultant is a firm that was identified as part of the Consultant's team in the competitive
selection process by which Consultant was chosen to perform the Services under this Agreement, and has
entered into an agreement with the Consultant to perform such Services. Said Sub -Consultants are identified
and listed in Schedule Al attached hereto and incorporated by reference.
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PROFESSIONAL SERVICES AGREEMENT
4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the consent of the Director or
designee, entered into a written agreement with the Consultant to furnish unique and/or specialized
Professional Services necessary for a Project or the Work. Such Specialty Sub -Consultant shall be in addition
to those identified in Schedule Al. Work Orders for Specialty Services shall identify all Sub -Consultants who
shall perform said Services under the Work Order.
4.02 SUB -CONSULTANT RELATIONSHIPS
4.02-1 All Services provided by the Sub -Consultants shall be performed pursuant to appropriate written
agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and
protect the rights of the City under this Agreement.
4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the
City and the Sub -Consultants. The Consultant acknowledges that Sub -Consultants are entirely under his
direction, control, supervision, retention and/or discharge.
4.03 CHANGES TO SUB -CONSULTANTS
The Consultant shall not add or modify or change any Sub -Consultant listed in Schedule Al without prior written
approval by the Director or designee, in response to a written request from the Consultant stating the reasons for
any proposed substitution.
4.04 INFORMATION TECHNOLOGY SUB -CONSULTANT
Consultant shall not be liable or responsible for the availability of the source code and executables, database and
software development for the TRACS Software provided by Project Information Systems (PIS).
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 that are directly related to said default In the event of Default, City may also suspend
or withhold reimbursements from Consultant until such time as the actions giving rise to default have been cured.
A termination for default that is subsequently determined to be in error may be then automatically considered to be
a termination for convenience in accordance with Article 6.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any of the following:
5.02-1 Consultant fails to obtain or maintain the insurance or bonding herein required.
5.02-2 Consultant fails to comply, in a substantial or material sense, with any of its duties under this
Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City,
beyond the specified period allowed to cure such default.
5.02-3 Consultant fails to commence the Services within the time provided or contemplated herein, or
fails to complete the Work in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT - FORCE MAJEURE
City through the Director or designee shall provide written notice to Consultant as to a finding of default, and
Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time
the City may terminate the Agreement. The Director at his/her sole discretion may allow additional days to perform
any required cure if Consultant provides written justification deemed reasonably sufficient.
Should any such failure on the part of Consultant be due to a condition of Force Majeure as that term is interpreted
under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such
failure to perform or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
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PROFESSIONAL SERVICES AGREEMENT
The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason,
upon ten (10) days' written notice (Termination for Convenience). Upon termination of this Agreement, all charts,
sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under
this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be
paid in accordance with provisions of Attachment 13, provided that said documentation is turned over to Director or
designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to
withhold any payments due without recourse by Consultant until all documentation is delivered to the Director or
designee.
6.01-1 Consultant shall have no recourse or remedy from a termination made by the City except to retain
or receive as applicable, the fees earned as compensation for the Services that were performed in complete
compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or
entitlement it may have, or will have against the City, its officials or employees..
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this agreement, in writing, following breach by the City, if breach of
contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from
Consultant specifying its breach of its duties under this Agreement.
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT
Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee
working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to
pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the
Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the
award or making of this Agreement.
For the breach or violation of this provision, the City shall have the right to terminate the agreement without liability
and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
With the exception of previously existing proprietary items that are subject to licensing, all Work products, including,
without limitation, all reports, studies, forms drawings, specifications, maps, and computer files, including all draft
documents, prepared or obtained under this Agreement, as well as all data collected, together with summaries and
charts derived there from, including all electronic digital copies will be considered works made for hire and are the
property of the City, without restriction or limitation on their use, and will be made available, on request, to City at
any time during the performance of Services and/or upon completion or termination of this Agreement. Consultant
shall not copyright any material and products or patent any invention developed under this Agreement. The City
shall have the right to visit the site for inspection of the Work and the products of Consultant at any time. The
Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or
designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for
the City to withhold payment of any fees due Consultant until Consultant delivers all such documents. Consultant
shall have no recourse from these requirements.
7.03 RE -USE BY CITY
With the exception of previously existing proprietary items that are subject to licensing, it is understood that all
Consultant Work products, at the City's sole option, may be used by the City for any reasons or purpose and by
virtue of signing this Agreement Consultant agrees to such re -use without the necessity of further approvals,
compensation, fees or document requirements and without recourse for such re -use.
7.04 NONDISCLOSURE
Consultant agrees that it shall make' no statements, press releases or publicity releases conceming this Agreement
or its subject matter or otherwise disclose or permit to be disclosed, any of the data or other information obtained or
fumished by the Consultant as part of or under this Agreement during the period of this Agreement without the prior
written consent of the Director or designee. Such prior written consent shall be required unless such action is
necessary for the proper performance of the Consultant's obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, Consultant shall require all of its
employees, agents, Sub -Consultants and subcontractors 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 Services
hereunder. Records subject to the provisions of Public Record Law, Florida Statutes Chapter 119, shall be kept in
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PROFESSIONAL SERVICES AGREEMENT
accordance with statute. Otherwise, the records and documentation will be retained by Consultant for a minimum
of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is
later, City, or any duly authorized agents or representatives of City, shall have the right to audit, inspect, and copy
all such records and documentation as often as they deem necessary during the period of this Agreement and
during the three (3) year period noted above; provided, however such activity shall be conducted only during normal
business hours.
ARTICLE 8 INDEMNIFICATION
The Consultant shall hold harmless, indemnify and defend the City, its officials and employees harmless from any
and all claims, losses and causes of actions which may arise out of the performance of this Agreement as a result
of any act of negligence or negligent omission, recklessness, or intentionally wrongful conduct of the Consultant or
the Sub -Consultants. The requirement to defend the City shall not apply to errors and omissions of the Consultant
as stipulated in the Florida Statutes. The Consultant shall pay all claims and losses of any nature whatsoever in
connection therewith and shall defend ail Project related suits, in the name of the City when applicable, and shall
pay all costs, including without limitation reasonable attomey's and appellate attomey's fees, and judgments which
may issue thereon. The Consultant's obligation under this paragraph shall not be limited in any way by the agreed
upon contract price, or the Consultant's limit of, or lack of, sufficient insurance protection and shall apply to the full
extent that it is caused by the negligence, act, omission, recklessness or intentional wrongful conduct of the
Consultants, its agents, servants, or representatives. This article shall survive the termination or expiration of the
Agreement.
ARTICLE 9 INSURANCE
The Consultant shall not start Work under this Agreement until the Consultant has obtained all insurance required
hereunder and the City's Risk Manager has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida
and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least
A(X), as per A.M. Best Company's Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the
execution of this Agreement.
The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and
classification required by these provisions, in excess of any pending claims at the time of contract award to the
Consultant. Consultant shall maintain coverage with equal or better rating as identified herein for the term of this
contract. Consultant shall provide written notice to the City's Department of Risk Management of any material
change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. Consultant shall
furnish a copy of the insurance policy or policies upon request of the Risk Administrator.
Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten
(10) days of a written request.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and Automobile Liability
Coverage shall have minimum limits of $1,000,000 per Occurrence, Combined single Limit Bodily Injury
Liability and Property Damage Liability. General Aggregated Limit shall have a minimum limit of $2,000,000.
This shall include Premises and Operations, Independent Contractors, Broad Form Property Damage, and
Contractual Liability. Automobile coverage including hired, borrowed or non -owned autos, limits of Liability,
Bodily Injury, Damage Liability for any one accident $1,000,000. The City of Miami shall be named an
additional insured on both of these coverages.
9.03-2 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the
minimum amount of $1,000,000 per occurrence, combined single limits, providing for all sums which the
Consultant shall be legally obligated to pay as damages for claims arising out of the Services performed by the
Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall
be maintained for at least one year after completion of the Agreement.
9.03-3 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter
440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence.
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PROFESSIONAL SERVICES AGREEMENT
9.03-4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants comply with these same insurance requirements
commensurate with their specific level of involvement or responsibility on the overall Program, as determined
by Risk Administrator.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or his/her authorized designee reserve the right to require modifications, increases, or
changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing
a thirty (30) day written notice to the Consultant in accordance with Article 10.06 herein. Consultant shall comply
with such requests unless the insurance coverage is not then readily available in the national market, and may
request additional consideration from City accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS
The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for five
(5) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records
necessary, in the opinion of the Director, 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, or
an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment
or sale hereunder requiring prior City approval.
The Consultant's Services are unique in nature and any transference without City Commission approval shall be
cause for the City to cancel this Agreement. The Consultant shall have no recourse from. such cancellation. The
City may require bonding, other security, certified financial statements and tax retums from any proposed Assignee
and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attomey 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
The Consultant hereby certifies by execution of this Agreement that the wage rates and other factual unit costs
supporting the compensation to be paid under this Agreement are accurate, complete, and current. The Program
Management fees and any addition thereto will be adjusted to exclude any significant sums by which the City
determines the Project price was increased due to inaccurate, incomplete or non -current wage rates and other
factual unit costs. All such price adjustments will be made within 1 year following the end of the Agreement.
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
This agreement shall be interpreted and construed in accordance with and govemed by the laws of the State of
Florida. Any suit or action brought by any party conceming this agreement, or arising out of this agreement, shall
be brought in Miami -Dade County, Florida. Each party shall bear its own attomey's fees except in actions arising
out of Consultant's duties to indemnify the City under ARTICLE 8 where Consultant shall pay the City's reasonable
attomey's fees.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered
United States mail, retum receipt requested, addressed to the party for whom it is intended at the place last
specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in
compliance with the provisions of this paragraph. For the present, the parties designate the following as the
respective places for giving of notice:
Consultant's Initials Page 11 City's Initials
PROFESSIONAL SERVICES AGREEMENT
FOR City of Miami:
Ola O. Aluko
Director
City of Miami
Department of Capital Improvements Program (CIP)
444 S.W. 2"d Ave., 8th FI
Miami, Florida 33130
With copies to:
City Attorney
City of Miami
444 S.W. 2"d Ave., - 9th Fi
Miami, Florida 33130-1910
Gary Fabrikant
Assistant Director
City of Miami
Department of Capital Improvements Program
444 S.W. 2"d Ave., - 8th FI
Miami, Florida 33130-1910
For Consultant:
Diego J. Clavijo, PMP
PBS&J
2001 Northwest 107th Avenue
Miami, Florida 33172-2507
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of
strict construction shall be applied against either party hereto. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All
personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural,
and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and
"hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where
they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this
Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section,
unless the reference is made to a particular subsection or subparagraph of such Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and Consultant and the resulting document shall
not, solely as a matter of judicial construction, be construed more severely against one of the parties than any
other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached
hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference
and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision
contained in this Agreement shall prevail and be given effect.
10.10 MEDIATION - WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and
/or construction of the subject Project(s), and/or following the completion of the Projects(s), the parties to this
Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of
litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually
acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split
the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract
provisions with all Sub -Consultants and/or independent contractors and/or Consultants retained for the Project(s),
thereby providing for non -binding mediation as the primary mechanism for dispute resolution.
In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file
permissive counterclaims in any action arising under this Agreement.
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PROFESSIONAL SERVICES AGREEMENT
10.11 PERFORMANCE EVALUATIONS
Consultant's performance shall be evaluated on a continual basis as well as through a formal annual review.
Informal performance evaluations will occur whenever the Director or designee has concerns regarding the
performance of the Services provided under this Agreement.
CIP will provide the Consultant with a copy of any performance evaluation and discuss areas of concern and how
they should be addressed. The Director or designee at their discretion may require the Consultant to provide a
corrective action plan for addressing any issues or concerns.
10.12 TIME: Time is of the essence in this Agreement.
10.13 COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including,
without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and
standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant
represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the
performance of this agreement.
10.13-1 Non -Discrimination
City warrants and represents that it does not and will not engage in discriminatory practices and that there shall
be no discrimination in connection with Consultant's performance under this Agreement on account of race,
color, sex, religion, age, handicap, marital status or national origin. Consultant further covenants that no
otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital
status or national origin, be excluded from participation in, be denied services, or be subject to discrimination
under any provision of this Agreement.
10.13-2 OSHA COMPLIANCE
The Consultant warrants that it will comply with all safety precautions as required by federal, state or local
laws, rules, regulations and ordinances. The City reserves the right to refuse Consultant access to City
property, including Project jobsites, if Consultant employees are not properly equipped with safety gear in
accordance with OSHA regulations or if a continuing pattem of non-compliance with safety regulations is
exhibited by Consultant.
10.13-3 ADA COMPLIANCE
Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act
("ADA") in the course of providing any work, labor or services funded by the City, including Titles 1 & II of the
ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and
standards. Additionally, the Consultant shall take affirmative steps to insure nondiscrimination in employment
of disabled persons.
10.14 NO PARTNERSHIP
Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other
business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt,
default, or undertaking of the Consultant.
10.15 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the
exercise of the reasonable professional discretion of the Director or the Director's authorized designee.
10.16 RESOLUTION OF CONTRACT DISPUTES:
Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the
terms of this Agreement by the City shall be submitted for resolution in the following manner.
The initial step shall be for the Consultant to notify the City representatives identified in Article 10.06, Notices, in
writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the CIP representative designated in Article 10.06 fail to resolve the dispute, the
Consultant shalt submit their dispute in writing within five calendar days to the Director. Failure to submit such
appeal of the written finding shall constitute Consultant's acceptance of the finding. Upon receipt of said
notification, the Director shall review the issues relative to the dispute and issue a written finding.
Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to
submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the
City Manager for his/her resolution, is required prior to Consultant being entitled to seek judicial relief in connection
Consultant's Initials Page 13 City's Initials
PROFESSIONAL SERVICES AGREEMENT
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
(111) City has waived compliance with the procedure set forth in this section by written instrument(s) signed by
the City Manager.
Should the Consultant fail to follow the requirements of this Article in submitting a dispute, such dispute shall be
rejected until such time as said dispute is submitted in accordance with the provisions of this Article.
10.17 INDEPENDENT CONTRACTOR:
Consultant has been procured and is being engaged to provide Services to the City as an independent contractor,
and not as an agent or employee of the City. Accordingly, Consultant shall not attain, nor be entitled to, any rights
or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or
unclassified employees. Consultant further understands that Florida Workers' Compensation benefits available to
employees of the City are not available to Consultant, and agrees to provide workers' compensation insurance for
any employee or agent of Consultant rendering Services to the City under this Agreement.
10.18 CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the availability of funds and continued authorization for Program
activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or
change in regulations, upon thirty (30) days notice.
10.19 THIRD PARTY BENEFICIARY
Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party
beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement.
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PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESS/ATTEST Consultant, Post, Buckley, Schuh, & Jernigan, Inc.
d/b/a PBS&J
Signature Signature
Print Name, Title Print Name, Title of Authorized Officer or Official
ATTEST: {Corporate Seal)
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST: CITY OF MIAMI, a municipal corporation of the
State of Florida
Priscilla Thompson, City Clerk Pedro G. Hernandez, P.E., City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm, Director Jorge L. Fernandez, City Attorney
Risk Management Department
Consultant's Initials Page 15 City's Initials
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and
existing under the laws of the State of , held on the day of
, a resolution was duly passed and adopted authorizing
(Name) as (Title) of the
corporation to execute agreements on behalf of the corporation and providing that
his/her execution thereof, attested by the secretary of the corporation, shall be the
official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
,20 .
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and
existing under the laws of the State of , held on the _day of
, a resolution was duly passed and adopted authorizing
(Name) as (Title) of the
partnership to execute agreements on behalf of the partnership and provides that
his/her execution thereof, attested by a partner, shall be the official act and deed of the
partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
,20 .
Partner:
Print:
Names and addresses of partners:
Name
Street Address
City
Stat
e
Zip
Consultant's Initials Page 16 City's Initials
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
SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 20 , by , who is
personally known to me or who has produced as
identification and who (did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
Consultant's Initials Paae 17 Citv's Initials
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Under the direction of the Director or designee, Consultant is to assist in the programmatic management and
administration of the Capital Improvements Program of the City, consisting of, but not limited to, planned capital
and transportation improvements, construction Projects, and the purchase of capital goods and equipment.
Additionally, the Consultant will assist in management oversight of the production, the planning, design and the
construction of all vertical and horizontal construction Projects.
It is the intent and purpose of the City that Consultant shall provide the Services hereunder as an extension of CIP's
resources by providing qualified administrative, technical and professional personnel to perform the duties and
responsibilities assigned under the terms of this Agreement. The Consultant shall minimize reliance on CIP's
resources for assignments and activities provided under the Agreement, as may be authorized by the Director or
designee.
Consultant shall use its best effort at all times to cause the Services to be performed in the most expeditious and
cost effective manner consistent with the interests of the City.
A1.01 RANGE OF SERVICES
A1.01-1 Consultant may be required to perform all or some of the Services presented in this Agreement,
depending on the needs of the City. The Consultant shall furnish the Services specifically authorized by this
Agreement, which Services may encompass one or more professional disciplines in addition to those held by
the Consultant.
A1.01-2 CPSS may include, but are not limited to, research and preparation of reports, studies,
coordination with community organizations, project management, production management, construction
administration, cost estimating, value engineering, scheduling, GIS production/management, utility
coordination, document control and records management, and administrative, and financial program
management for the City's Capital Improvements and Transportation Programs. The Services may further
include but are not limited to planning, programming, field investigations, observations, feasibility studies,
altemative analysis studies, and other activities that may be required to complete the Annual Work Program
and approved Work Orders.
A1.01-3 Consultant will not be responsible to assist with the purchase of capital goods and/or equipment,
but shall assist with the fiscal monitoring of those capital Projects and including them in the annual Capital
Improvements and Transportation Programs.
A1.01-4 The City, at its option, may elect to expand, reduce or delete the extent of Work elements
described in the Scope of Services, provided such action does not alter the intent of the Agreement. The
Director or designee will request Consultant Services on an as -needed basis. There is no guarantee that any
or all of the Services described in this Agreement will be assigned during the term of this Agreement.
A1.02 COOPERATIVE WORK
The Consultant will be responsible to Work in cooperation with CIP, City administration, officials of the City, client
departments and agencies, community and other stakeholders, with consulting engineers and/or architects, and
contractors to administer the planning, design and construction of Capital Improvements and Transportation
Programs Projects, and as well as overall Program Management.
A1.03 NON-EXCLUSIVE RIGHT
It is understood that any Work Order and Notice to Proceed will be issued under this Agreement at the sole
discretion of the Director or designee and that the Consultant has no expectation, entitlement, right to or privilege to
receive a Work Order or Notice to Proceed for any Project or Work. The City reserves at all times the right to
perform any and all Services in-house, or with other private professional consultants, architects or engineers
consistent with applicable law, including Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation
Act) if required, or to discontinue or withdraw any or all Projects or Work or to exercise every other choice allowed
by law.
This Agreement does not confer on the Consultant any particular, exclusive or special rights to any Work required
by the City.
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A1.04 PAYMENTS
The City will pay the Consultant a stipulated monthly amount for Core Program Staff and a separate amount for
Supplemental Staff and for each Work Order issued, in accordance with provisions and limitations of Attachment B.
No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order
proposal or for any Work done outside of the Annual Work Program or in the absence of an executed Work Order,
Notice to Proceed and /or Purchase Order.
ARTICLE A2 OVERVIEW OF CAPITAL PROGRAM SUPPORT SERVICES
A2.01 PRIMARY SERVICES
The Services include, but are not necessarily limited to the following:
• Overall Administrative Program Management Services for the Capital improvements Program
• Production Management: Programmatic management of capital Project Production, that is, the feasibility and
other pre -design studies, financial and other analyses, scheduling, planning, selection of construction and/or
design delivery method, design, engineering.
• Construction Program for Projects undergoing construction, activities may include, without limitation,
monitoring the overall construction schedule of the capital improvement program, coordinating schedules
among Projects, assisting with community outreach, and providing regular construction -associated reports.
A2.02 SPECIALTY SERVICES
Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and
possibly large scale element, activity, sub -program or Project within the Program and such Services are unavailable
from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order
Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate
by the Director or designee, the nature of the proposed Services, the extent of manpower and other resources
required for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise
in the field of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the
discretion of the Director, and will be accomplished by a Work Order issued pursuant to this Agreement.
The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the
City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to
perform the Work as Specialty Services
Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate -based
or other method as deemed appropriate by the parties.
ARTICLE A3 PRIMARY SERVICES
Those Services considered by the City to be fundamental to the successful management of the overall Capital
Improvements Program shall be considered Primary Services and shall consist, generally of the following areas.
A3.01 ADMINISTRATIVE PROGRAM MAN-AGEMENT
The Consultant, in its capacity as Program Manager, will assist in the comprehensive coordination, development,
and management, including, but not limited to, the following Services and/or activities:
A3.01-1 Program Implementation Strategies: research and recommend the most effective methods to
implement all aspects of the overall Program.
A3.01-2 Program Coordination: Coordination and schedule management for Project design,
procurement, contract negotiation and contract administration activities.
A3.01.3 Program Logistics: Develop comprehensive Program Work plans, schedules and budgets.
Manage CIP's 'letting" plan for Projects, including the updating, revision, conflicts, deviation, and analyses to
determine the impact of potential changes to the "letting" plan.
A3.01-4 Facility Assessment: Conduct an assessment of all City owned facilities to develop a plan for
correcting deficiencies and a deferred maintenance program.
A3.01-5 Information Systems: Provide guidance in the implementation of a new in-house database
information system.
A3.01-6 Fiscal Management Assistance: Develop financial projections, monitor and track Program
funds, financing and cash flows. Assist with the development of program and financial data for potential
financing options, including investment bonds, which may be utilized to implement the Program,
A3.01-7 Reporting: Furnish regular progress and status reports on the Program at intervals determined
by the Director or as significant issues become known to the Consultant.
A3.01-8 Staffing: Maintain staffing efficiencies within the Consultant's Team.
Consultant's Initials Page 19 City's Initials
A3.01-9 Procedure & Process Improvements: Development of procedures and procedure manuals for
various Program activities and processes. Develop or assist with the development of standard documents
and/or forms.
A3.01-10 Document Control & Records Management: Development of a document management system
for the Program; maintain documentation and correspondence relating to the Program that is accessible and
will be owned by the City.
A3.01-11 Annual Capital Plan: Preparation of the annual Capital and Transportation Improvement Plan.
A3.01-12 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental
agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and
Water and Sewer Departments, utility companies, regulatory agencies and with private developers.
A3.01-13 Annual Work Program: Prepare estimated manpower requirements and estimates of resource
costs for proposed Services.
A3.01-14 Staff & Business Development: Development and implementation of staff development
programs, and mentor CIP staff on an on -going, informal basis.
A3.01-15 ADA Compliance: Provide regular and systematic reviews of all projects, during critical phases
of project implementation (planning, design and construction) to assist in compliance with the Americans with
Disabilities Act.
A3.01-16 Prepare official minutes of meetings for the Director or designee's approval and dissemination.
A3,02 PRODUCTION MANAGEMENT SERVICES
A3.02-1 General Proiect Administration and Fiscal Activities
A3.02-1(a) Cost Control: Provide value engineering throughout Project life cycles as requested, and verify
constructability of plans & specifications.
A3.02-1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures.
Review, monitor and advise the City regarding the disposition of contractors and/or consultants payment
requisitions. Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor
Project funding, and prepare financial projections as required.
A3.02-1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City
designees at frequencies identified by Director or designee.
A3.02-1(d) Communication & Outreach: At the direction of the Director or designee attend and address
meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to
questions and concerns about the Project at City Commission meetings, assist the City with public information,
notifications and public meetings required in relation to assigned design construction projects.
A3.02-1(e) Information Management, Document Control: Maintain files of all documentation and
correspondence relating to the Program and specific Projects in an orderly system which will be submitted to
the City upon completion of the Project and/or Program.
A3.02-1(f) Legal & Other Services: Should legal issues arise relating to a Project, provide records,
depositions and testimony about affected Projects. Provide consulting Services on other matters relating to the
Projects and/or Program.
A3.02-2 Design & Production Activities
A3.02-2(a) Project Scoping: Devise and/or confirm detailed Project scopes with staff and client departments
commensurate with funding. Verify the accuracy of Architect's/engineer's budget and design estimates against
cash flow commitments. Consultant shall consider prioritization and design altemates as contingency
measures to verify that cash flow commitments are achieved.
A3.02-2(b) Schedules & Budgets: Develop Work plans, schedules and budgets for the overall Program and
for assigned Projects. Coordinate the design, preparation of construction documents, procurement/bidding and
establishment of construction schedules with City staff.
A3.02-2(c) Reviews: Provide design and constructability reviews of plans and specifications at progress
intervals. Such •reviews shall not relieve the designer of record of liability associated with any errors or
omissions in the plans and specifications, the responsibility of which shall remain solely with the designer of
record.
A3.02-2(d) ADA Compliance: Review compliance with handicapped accessibility requirements and maintain
documentation/justification when full compliance cannot be achieved. Such review shall not relieve the designer
of record of liability associated with any errors or omissions in the plans and specifications, the responsibility of
which shall remain solely with the designer of record.
Consultant's Initials Page 20 City's Initials
A3.02-2(e) Permits & Approvals: Facilitate and/or assist the City in obtaining all Federal, State and local
permits or approvals (from agencies such as Miami -Dade Water and Sewer, DERM, Environmental, and
Department of Health), etc. Review such permits for consistency with City approved plans and for special
requirements or conditions, if any. It is the responsibility of the designer of record to file for and obtain all
permits.
A3.02-2(f) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict
resolution and coordination among City, designers of record, and various utility capital plans and owners.
A3.02-2(g) Design Criteria Standards: Development and revision of existing design criteria, standard and
directive drawings, and construction specifications, design drawing standards, CADD and other similar
standards and criteria to ensure best business practices are utilized.
A3.02-2(h) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies
determined by the Director or designee, to promote best practices by City and industry.
A3.02-3 Bids and Contracts
A3.02-3(a) Review appropriateness of architectural and engineering consultant and contractor fee proposals
with CIP personnel as appropriate.
A3.02-3(b) Provide input and assist with the selection and evaluation of consultants, contractors, and other
service providers.
A3.02-3(c) Assist with preparation of award documents, grant applications, and assist with the administration
of grants.
A3.02-3(d) Provide input and assist with the selection and evaluation of consultants, contractors, and other
service providers.
A3.02-3(e) Assist with preparation of award documents, grant applications and contracts, and assist with the
administration of grants.
A3.02-3(f) Manage and oversee the selection, monitoring and oversight of Job Order Contracts in use by the
City; assist in the preparation, evaluation and award of new Job Order Contracts if deemed necessary by
Director.
A3.02-3(g) Assist in negotiations with architectural and engineering consultants and/or contractors regarding
price proposals and/or adjustments in time for performance of Services.
A3.02-3(h) Assist in the review and analysis of contractor claims as well as claims by the City against
contractors and consultants.
A3.03 CONSTRUCTION ADMINISTRATION
The City of Miami has contracted separately with various firms providing construction engineering and observation
(CEO) services. The Program Manager will assist the City in the management of the CEO services, including the
following tasks:
A3.03-1 Provide administrative coordination between active construction projects in the same or adjacent
areas.
A3.03-2 Visit the jobsites periodically and as needed to monitor construction progress.
A3.03-3 Review and recommend approval of requests for change orders.
A3.03-4 Verify that Contractors have filed safety and affirmative action policies. However, Program
Manager shall not be responsible for jobsite safety or for contractor's failure to comply with affirmative action
and safety policies.
A3.03-5 Administer construction contracts.
A3.03-6 Devise and implement initiatives and proactively assist contractors in methods intended to
minimize potential disturbances to public during construction.
A3.03-7 Coordinate special inspections including major trades, as requested by the Director or designee.
A3.03-8 Review, monitor and recommend approval of payment requisitions from the Contractor and other
Program Managers.
A3.03-9 Monitor monthly construction related expenditures by the City.
Consultant's Initials Page 21 City's Initials
A3.03-10 Coordinate and assist in hosting of periodic meetings at frequencies determined by the Director or
Designee with contractors to promote best practices by City and industry.
ARTICLE A4 SPECIALTY SERVICES
The specific Scope of Services required as Specialty Services shall vary depending on nature of the specific
endeavor, and may encompass any or all of the tasks described under Primary Services. The required Work shall
be described in a Work Order Proposal that shall form the basis for a Work Order to be approved by the Director or
designee.
ARTICLE A5 STAFFING
The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific
Consultant's employees. The Consultant will perform all Services described in this Scope of Services by use of the
Core Program Staff and/or the Supplemental Staff, as described below. The Annual Work Program shall delineate
the total anticipated Core Program and Supplemental Staff levels. Individual Work Orders shall likewise depict staff
and/or activities as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis. The
Director's input regarding staff and Work assigned as Core Program Staff and Supplemental Staff shall be duly
considered by Consultant in preparing the Annual Work Program or any individual Work Order proposal and failure
to adequately address such concerns regarding staff assignments may be cause for Director's rejection of same.
All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them.
The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office
maintained by the Consultant. This Program Coordinator shall be responsible for all administrative functions
associated with the Agreement. This individual and any other employee's of the Consultant performing
administrative functions, who are not located at the MRC, shall be part of the Consultant's overhead and not direct
billable charges under this Agreement.
A5.01 CORE PROGRAM STAFF
As depicted in the Annual Work Program, a portion of the Primary Services shall be performed by Consultant's staff
assigned on a full-time basis and housed at the Miami Riverside Center building. Such personnel shall be
considered Core Program Staff, and shall be shown in the Annual Work Program and billed to the City on a
monthly lump sum basis.
Any modification in the Scope of Work assigned to the Core Program Staff should trigger a corresponding
modification in the Lump Sum Compensation, as provided in Article B3.01-2.
Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Core Program
Staff, which shall reflect the monthly levels of compensation and Services and a separate Work Order covering the
initial Supplemental and/or Specialty Staff, which shall reflect their Services, and methods an levels of
compensation.
A5.02 SUPPLEMENTAL AND SPECIALTY STAFF
The Work assignments performed by these staff will be requested in writing by the Director or designee for
individual or short term tasks, or for long-term and continuing service tasks, associated with any element of the
Scope of Services. The level of effort anticipated for these staff members and their assignments will be analyzed by
the Director or his/her designee on an as needed basis and the progress will be measured through the Monthly
Progress Report to accompany the monthly invoicing.
Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff
and/or activities as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis.
A5.03 STAFFING CHANGES
If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be
made by Consultant to the Director or designee whose written approval is required as described below.
A5.03-1 Changes due to Absence or Termination: If there are changes in the staff depicted in the
Annual Work Program or an authorized Work Order, particularly in Core Program Staff, due to voluntary or
involuntary termination, that position will be replaced within five (5) business days of the date of separation, or
as requested by the Director or designee Should an individual staff, particularly within the Core Program Staff,
be absent for more than 15 consecutive business days due to vacation, illness or other matter, Consultant shall
provide a qualified replacement that is acceptable to the Director or designee Director or designee , in
Director's sole discretion, may additionally request qualified replacement staff due to absences of less that 15
business days if warranted by the nature of the Work handled by that staff. The Director or designee may
request one or more resumes for any personnel to be assigned and may also request to interview the proposed
Consultant's Initials Page 22 City's Initials
personnel and select the most qualified person (s), in the City's sole opinion. Selection of such a person to
work on the Program does not change the Consultant's sole responsibility and liability for the performance and
actions of said person. Such changes shall be noted and approved in writing.
A5.03-2 Changes due to Work Requirements: Director or designee's approval shall be in writing for
additional or replacement Core Program Staff and for additional Supplemental Staff not included in the Annual
Work Program and estimated to work in excess of 20 hours per month in total. In such cases, Consultant shall
provide a written proposal to Director detailing anticipated man-hour and related requirements for the task or
activity to be assigned to additional Supplemental Staff. The Director or designee may request one or more
resume for any personnel to be assigned and may also request to interview the proposed personnel and select
the most qualified person, in the City's sole opinion. Selection of such a person to work on the Program does
not change the Consultant's sole responsibility and liability for the performance and actions of said person. .
ARTICLE A6 ASSIGNMENT OF WORK
It is the intent and purpose of the City that Consultant shall provide the Primary Services hereunder as an extension
of CIP's resources as may be authorized by the Director. It is envisioned that areas of responsibilities and specified
tasks will be assigned by the Director or designee as part of his/her approval of an Annual Work Program as
prescribed below, consisting of the total anticipated Core Program and Supplemental and Specialty Staff levels
A6.01 ANNUAL WORK PROGRAM
An Annual Work Program, consisting of the total anticipated Core Program Staff and Supplemental Staff levels,
shall be prepared and provided to the Director or designee annually,. The Annual Work Program shall cover all
Primary Services (Core and Supplemental) as well as Specialty Services. Consultant shall submit their Annual
Work Plan with sufficient time to be reviewed and negotiated in time to issue a Work Order for the Plan before the
end of the year.
The Work Plan shall include all authorized Services and Work Orders, staffing (including a detailed description of
what each Consultants and Sub -Consultants are and will be working on), proposed fees for the Work Plan year with
specific timetables for completion of all assigned tasks and Work Orders.
The Annual Work Program shall identify and estimate the level of both Core Program and Supplemental Staff to be
provided for the up -coming Program year. However, Consultant may be required to augment staff with additional
personnel as needed throughout the year to accomplish Work and Work Orders, subject to the approval of the
Director.
At least sixty (60) days prior to the anniversary date of this Agreement, Consultant shall prepare a new Annual
Work Plan which is a comprehensive report of accomplishments, and proposed goals, strategies, tasks and
activities to be undertaken for the following year under this Agreement, along with a detailed analysis of personnel,
other resources and compensation required to accomplish same for the up -coming period. Such Annual Work
Program shall be consistent with the financial and programmatic objectives of the Capital Improvements and
Transportation Programs. The Director or designee shall critically review the proposed Annual Work Program,
with input from City staff or others, and direct such modifications as he/she deems appropriate in his/her sole
discretion. When the Annual Work Program is deemed acceptable to Director or designee, he/she will notify
Consultant in writing of its approval for implementation for the following Program year.
A6.02 WORK ORDERS
When a specific task above and beyond the scope of the initial Core Program Staff Work Order assigned to the
Core Program Staff and the Supplemental Staff or as provided in the Annual Work Program of Work Orders, the
Director or designee, will request a Work Order Proposal from the Consultant for said Services based on a
proposed Scope of Services provided by the Director or designee. The Consultant and Director or designee, and
others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Work and to
resolve any questions regarding the proposed Project. The Consultant shall then prepare a written 'Work Order
Proposal" for the required Services generally following the guidelines provided by CIP, indicating the proposed
Scope of Services, time of performance, proposed fees, Subconsultants if warranted, deliverable items and/or
documents, and timeframe to complete the Work. The Work Order Proposal shall depict detailed staffing
commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly
Rate/Limiting Amount. The Consultant shall not be compensated for the preparation or Work Order Proposals.
When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be
attached and incorporated to the Work Order authorized by the Director or designee. Upon acceptance of the Work
Order Proposal a "Notice to Proceed" will be issued by the Director or designee.
No guarantee is made as to how many and the extent of Work Orders issued to the Consultant.
Consultant's Initials Page 23 City's Initials
SCHEDULE Al. ® Consultant Team
The following table summarizes the roles for all members of the Consultant Team anticipated to
work on the Professional Capital Program Support Services Agreement for the City.
FIRM
MAJOR ROLE
PRIMARY SERVICES
PBS&J
Capital Program Support Services
CES Consulting , Inc
Environmental Project Management
Project Information Services
TRACS Database, Program Controls
MAGBE Consulting Services, Inc.
Community Outreach/Public Relations
Chen & Associates
Utility Coordination
Basulto Management Consulting, Inc.
Document Control & Records Management
PHS Consulting Services, Inc.
Construction Management
Page 24
SCHEDULE A2. - KEY STAFF
NAME
JOB CLASSIFICATION
Diego Clavejo
Program Coordinator
Georgia Aguila
Project Controls Manager
Pedro Beltran
JOC Program Manager
TBD
Estimator
W. Mark Henry
Environmental Project Manager
Mike Tyler
Construction Manager
Timothy Malagon
Principal, PIS
Dunne) Young
Senior Programmer
Marie Cossin
Programmer
TBD
Senior Program Control
TBD
Program Control
Page 25