HomeMy WebLinkAboutExhibit 4City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Transportation Program Support Services for the Transportation
and Transit Program, RFQ No 06-07-038
Contract Type Continuing Services for the Transportation Program
Consultant URS Corporation Southern
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 6
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 7
4.03 CHANGES TO SUB -CONSULTANTS 7
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 8
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 8
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 9
ARTICLE 9 INSURANCE 9
9.01 COMPANIES PROVIDING COVERAGE 9
9.02 VERIFICATION OF INSURANCE COVERAGE 10
9.03 FORMS OF COVERAGE 10
9.04 MODIFICATIONS TO COVERAGE 10
ARTICLE 10 MISCELLANEOUS 10
10.01 AUDIT RIGHTS
10.02 ENTIRE AGREEMENT
10.03 SUCCESSORS AND ASSIGNS
10
10
10
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 11
Consultant's Initials
Page 1 City's Initials
TABLE OF CONTENTS (CONTINUED)
10.06 NOTICES 11
" 10.07 INTERPRETATION 11
10.08 JOINT PREPARATION 12
10.09 PRIORITY OF PROVISIONS 12
10.10 MEDIATION - WAIVER OF JURY TRIAL 12
10.11 PERFORMANCE EVALUATIONS 12
10.12 TIME 12
10.13 COMPLIANCE WITH LAWS 12
10.14 NO PARTNERSHIP 13
10.15 DISCRETION OF DIRECTOR 13
10.16 RESOLUTION OF CONTRACT DISPUTES• 13
10.17 INDEPENDENT CONTRACTOR' 13
ATTACHMENT A - SCOPE OF WORK 17
ARTICLE Al GENERAL 17
A1.01 RANGE OF SERVICES 17
A1.02 COOPERATIVE WORK 17
A1.03 NON-EXCLUSIVE RIGHT 17
A1.04 PAYMENTS 17
ARTICLE A2 OVERVIEW OF TRANSPORTATION PROGRAM SUPPORT SERVICES 18
A2.01 PRIMARY SERVICES 18
A2.02 SPECIALTY SERVICES 18
ARTICLE A3 PRIMARY SERVICES 18
A3.01 ADMINISTRATIVE PROGRAM MAN-AGEMENT 18
A3.02 PRODUCTION MANAGEMENT SERVICES 18
ARTICLE A4 STREETCAR PROJECT 19
A4.01 STREETCAR PROJECT 19
ARTICLE A5 STAFFING 19
A6.01 CORE PROGRAM STAFF 20
A5.02 SUPPLEMENTAL AND SPECIALTY STAFF 20
A5.03 STAFFING CHANGES 20
ARTICLE A6 ASSIGNMENT OF WORK 21
A6.01 ANNUAL WORK PROGRAM 21
A6.02 WORK ORDERS 21
SCHEDULE Al. - Consultant Team 22
SCHEDULE A2. - KEY STAFF 23
ATTACHMENT B - COMPENSATION AND PAYMENTS 40
ARTICLE B1 METHOD OF COMPENSATION 40
B1.01 COMPENSATION LIMITS 40
B1.02 CONSULTANT NOT TO EXCEED 40
ARTICLE B2 WAGE RATES 40
B2.01 FEE BASIS 40
B2.02 EMPLOYEES AND JOB 40
CLASSIFICATIONS 40
82.03 MULTIPLIER 40
B2.04 CALCULATION 40
B2.05 ESCALATION 240
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 2
B3.01 LUMP SUM" 2
B3.02 HOURLY RATE FEES 2
B3.03 COST PLUS FIXED FEE 3
B3.04 REIMBURSABLE EXPENSES 3
133.05 FEES for SPECIALTY SERVICES 3
B3.06 PAYMENT EXCLUSIONS 3
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 3
ARTICLE B4 PAYMENTS TO CONSULTANT 3
134.01 PAYMENTS GENERALLY 3
B4.02 MONTHLY PROGRESS REPORT 4
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TABLE OF CONTENTS (CONTINUED)
ARTICLE B5 REIMBURSABLE EXPENSES: 4
B5.01 GENERAL 4
B5.02 TYPES OF REIMBURSABLE EXPENSES 4
B5.03 AUTHORIZATION 4
B5.04 DEFINITIONS and CATEGORIES 54
B5.05 REIMBURSEMENTS TO SUB -CONSULTANTS 6
ARTICLE B6 COMPENSATION FOR REUSE OF WORK PRODUCT 6
B6.01 GENERAL 6
SCHEDULE B1 - WAGE RATES SUMMARY 7
1 SCHEDULE-B3 ESTIMATE OF REIMBURSABLE EXPENSE 88
SCHEDULE B-4.2 EXPENSE VOUCHER 948
Consultant's Initials Page 3 City's Initials
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Transportation Program Support Services for the Transportation
Program, RFQ No 06-07-038
Contract Type Continuing Services for the Transportation Program
Consultant URS Corporation Southern
Consultant Office Location 7650 Corporate Center Drive, Suite 400, Miami, FL 33126
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. 06-07-038 on November 5,
2007 for the provision of Transportation Program Support Services for the Transportation
Program ("Program or Services") and Consultant's proposal ("Proposal"), in response thereto,
was selected as one of the most qualified for the provision of said Services. The RFP and the
Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are
by this reference expressly incorporated into and made a part of this Agreement as if set forth
in full.
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with the applicable
provisions of the City Procurement Ordinance, to provide the Professional Services as
described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth,
agree as follows:
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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 City Commission means the legislative body of the City of Miami.
1.04 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.05 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is
a party hereto and for which this Agreement is to be performed. In all respects hereunder, City's performance is
pursuant to City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a
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 governmental body and
shall not be attributable in any manner to City as a party to this Agreement. The City of Miami shall be referred to
herein as "City". For the purposes of this Agreement, "City° without modification shall mean the City Manager.
1.06 Consultant means a corporation association, joint venture, or any combination thereof, of skilled and
qualified transportation professionals, administrative, technical, and other support, and duly registered professional
architects, landscape architects and/or engineers, which has entered into this Agreement to provide Professional
Services to the City.
1.07 Contractor means an individual, partnership, corporation, association, joint venture, or any combination
thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto.
1.08 Core Program Staff means Staff positions assigned on a full time basis to the Program by the Program
Coordinator with the Director or designee's approval, to serve as an extension of the City's staff typically working
inside the City's Miami Riverside Center (MRC) or other requested City facility.
1.09 Director means the Chief Operating Officer of the City who has the authority and responsibility for managing
the specific Program or Projects covered under this Agreement. The Director, in his/her sole discretion, shall have
the authority to delegate responsibilities herein to staff of the Capital Improvements and Transportation offices and
shall do so in writing.
1.10 Inspector means an employee of the City or of a consulting fine hired by the City and assigned by the City to
make observations of Work performed by a Contractor.
1.11 Notice to Proceed means a written letter or directive issued by the Director, designee, or Project Manager
acknowledging that all conditions precedent have been met and/or directing that Consultant may begin Work on a
particular Program assignment, Project, or a specific task of a Project as outlined in the Annual Work Program, the
Capital Plan, or a Work Order.
1.12 Primary Services means those Services considered by City to be fundamental to the successful
management of the Program as stated in the RFP, and in Attachment A of this Agreement.
1.13 Professional Services means those Services provided by the Consultant to assist the City in the execution
and implementation of the City's Transportation Program, including, without limitation, all administrative, technical,
and management activities undertaken as part of Primary Service or Specialty Services.
1.14 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an
annual basis that details the planned financial resources and implementation schedule and strategies for the City's
capital and transportation projects over a five (5) year period.
1.15 Project means the specific Scope of Services contained in a Work Order or Work Order Proposal. The
Project(s) shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement.
1.16 Project Manager means an employee or representative of the City assigned by the Director or designee to
manage and monitor the Program Manager's Work to be performed under this Agreement.
1.17 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named
by the City Manager to administer matters relating to insurance and risk of loss for the City.
1.18 Scope of Service(s) or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables and milestones required for the completion of Project or an assignment with
sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion.
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PROFESSIONAL SERVICES AGREEMENT
1.19 Specialty Services means those Services which may not be directly tied to the overall management of the
Transportation Program but to some unique, critical, and/or possibly large scale, element of the Transportation
Program that requires expertise that is unavailable from within the City's personnel resources.
1.20 Sub -Consultant means a person or organization that has entered into a written agreement with the
Consultant to furnish specified Professional Services for a Project or Program task.
1.21 Supplemental Program Staff means Staff of Program Manager and/or Sub -Consultant, whom are not part
of the Core Staff, who are assigned to the Program on a limited full-time or Tong term part-time basis. May also be
referred to as "Supplemental Staff".
1.22 Transportation Program Support Services or TPSS means Services provided by the Consultant
including, without limitation, all administrative, technical, and management activities associated with supporting the
City as determined by the Director or designee in the execution and implementation of the City's Transportation and
Transit Program.
1.23 Wage Rates means the effective direct expense to Consultant and/or Sub -Consultant, on an hourly rate
basis as reported to the Internal Revenue Service, for employees in the specified professions and job categories
assigned to provide Services under this Agreement that justify and form the basis for professional fees regardless of
actual manner of compensation.
1.24 Work Order means a written document approved by the Director or designee authorizing the performance of
Services.
1.25 Work also known as the Scope of Work means the tasks and activities generally identified in the Annual
Work Program or the task(s) and activities identified in a Work Order
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be for five -two (52) 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_
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agreements 2.02 OPTION TO EXTEND
The City shall have the option to extend the term for two (2) additional period(s) of one (1) year each, subject to
continued satisfactory performance of Program Manager as determined by the Director or designee, and to the
availability and appropriation of funds. The City Manager is authorized to execute extensions of this Agreement
unless otherwise provided by amendment or legislation.
2.03 SCOPE OF SERVICES
Consultant agrees to provide the Services as specifically described and under the special terms and conditions set
forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement.
2.04 COMPENSATION
2.04-1 Compensation Limits
The City makes no assurances that any Work Orders will be issued to the Consultant. The maximum amount of
compensation payable by the City to Consultant wit 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 Hundred Thousand dollars (S200,000.00) in total for Primary and
Specialty over the initial term of the Agreement and any extension(s), unless explicitly approved by action of the City
Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use
other compensation methodologies.
2.04-2 Payments•
Unless otherwise specifically provided in Attachment 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.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the Director or designee. Said approval shall not be construed
as constituting an agreement between the City and said other person or firm.
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or designee may make written request to Consultant for the prompt removal and replacement of any
personnel employed or retained by the Consultant, or any Sub -Consultants, or any personnel of any such Sub -
Consultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of
this Agreement. The Consultant shall respond to City within fourteen (14) calendar days of receipt of such request
with either the removal and replacement of such personnel or written justification as to why that may not occur. All
decisions involving personnel will be made by Consultant. Such request shall solely relate to said employees work
under this Agreement and to their employment with the City.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that Consultant was selected by City, in part, on the basis of qualifications of particular staff
identified in Consultant's response to City's solicitation, hereinafter referred to as "Key Staff". Consultant shall
ensure that Key Staff are available for Work hereunder as long as said Key Staff is in Consultant's employ or under
contract. Consultant will obtain prior written acceptance of Director or designee to change Key Staff. Consultant
shall provide Director, or designee with such information as necessary to determine the suitability of proposed new
Key Staff. Director or designee will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not
constitute any responsibility or liability for the individual's ability to perform or continued employment with the
Consultant or Sub-Consultant(s).
3.04 TIME FOR PERFORMANCE
The City shall have the sole right to determine which aspects of the Services, Work, Work Orders, or Projects the
Consultant shall proceed on and in what order. Time is of the essence with respect to performance of this
Agreement. The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the
Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. The
City's written approval of an Annual Work Program as provided herein shall be considered as a Notice to Proceed.
A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the
City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein.
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.
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 fumish 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.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 5 DEFAULT
5.01 GENERAL
If Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations
hereunder, then Consultant shall be in default. Upon the occurrence of a default hereunder the City, in addition to all
remedies available to it by law, may immediately upon written notice to Consultant, and Consultant's failure to
remedy the default within ten (10) business days thereafter, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to Consultant while Consultant was in default shall be immediately
retumed to the City. Consultant understands and agrees that termination of this Agreement under this section shall
not release Consultant from any obligation accruing prior to the effective date of termination.
In the event of termination due to default, in addition to the foregoing, Consultant shall be liable to the City for all
expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses
incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the
event of Default. City may also suspend or withhold reimbursements from Consultant until such time as the actions
giving rise to default have been cured. A termination for default that is subsequently determined to be in error may
be then automatically considered to be a termination for convenience in accordance with Article 6.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any of the following:
5.02-1 Consultant fails to obtain or maintain the insurance or bonding herein required.
5.02-2 Consultant fails to comply, in a substantial or material sense, with any of its duties under this
Agreement, with any terrns or conditions set forth in this Agreement or in any agreement it has with the City,
beyond the specified period allowed to cure such default.
5.02-3 Consultant fails to commence the Services within the time provided or contemplated herein, or fails
to complete the Work in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT - FORCE MAJEURE
City through the Director or designee shall provide written notice to Consultant as to a finding of default, and
Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time
the City may terminate the Agreement. The Director or designee at his/her sole discretion may allow additional days
to perform any required cure if Consultant provides written justification deemed reasonably sufficient.
Should any such failure on the part of Consultant be due to a condition of Force Majeure as that term is interpreted
under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such
failure to perform or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason,
upon ten (10) days' written notice (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 tumed over to the Director or designee. The Consultant shall be
paid in accordance with provisions of Attachment B, provided that said documentation is tumed 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 eamed 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.
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PROFESSIONAL SERVICES AGREEMENT
For the breach or violation of this provision, the City shall have the right to terminate the agreement without liability
and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee,
commission, percentage, gift, or consideration. -
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS '
With the exception of previously existing proprietary items that are subject to licensing, all Work products, including,
without limitation, all reports, studies, forms drawings, specifications, maps, and computer files, including all draft
documents, prepared or obtained under this Agreement, as well as all data collected, together with summaries and
charts derived there from, including all electronic digital copies will be considered works made for hire and are 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 provided that
Consultant has been paid for the Work accepted by the City. 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 and sole risk, 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 being requirements and without recourse for such re -use.
7.04 NONDISCLOSURE
Consultant agrees that it shall make no statements, press releases or publicity releases concerning this Agreement
or its subject matter or otherwise disclose or permit to be disclosed, any of the data or other information obtained or
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
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 and after three .(3) calendar days written notice.
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 all 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
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PROFESSIONAL SERVICES AGREEMENT
All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida
and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least
A(X), as per A.M. Best Company's Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall fumish certificates of insurance to the Risk Administrator for review and approval prior to the
execution of this Agreement.
The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and
classification required by these provisions, in excess of any pending claims at the time of contract award to the
Consultant Consultant shall maintain coverage with equal or better rating as identified herein for the term of this
contract. Consultant shall provide written notice to the City's Department of Risk Management of any material
change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. Consultant shall
fumish 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 or ten (10) days for cancellation due to non-payment of premium.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and Automobile Liability
Coverage shall have minimum limits of $1,000,000 per Occurrence, Combined single Limit Bodily Injury Liability
and Property Damage Liability. General Aggregated Limit shall have a minimum limit of $2,000,000. This shall
include Premises and Operations, Independent Contractors, Broad Form Property Damage, and Contractual
Liability. Automobile coverage including hired, borrowed or non -owned autos, limits of Liability, Bodily Injury,
Damage Liability for any one accident $1,000,000. The City of Miami shall be named an additional insured on
both of these coverages.
9.03-2 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the
minimum amount of $1,000,000 per occurrence, combined single limits, providing for all sums which the
Consultant shall be legally obligated to pay as damages for claims arising out of the Services performed by the
Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall
be maintained for at least one year after completion of the Agreement.
9.03-3 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter
440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence.
9.03-4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants comply 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 fumish copies of any records
necessary, in the opinion of the Director or designee, to approve any requests for payment by the Consultant.
10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between
the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral.
This Agreement may not be amended, changed, modified, or otherwse 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
Consultant's Initials Page 10 City's Initials
PROFESSIONAL SERVICES AGREEMENT
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 TPSS fees
and any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project
price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such
price adjustments will be made within 1 year following the end of the Agreement.
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
This agreement shall be interpreted and construed in accordance with and govemed by the laws of the State of
Florida. Any suit or action brought by any party concerning this agreement, or arising out of this agreement, shall be
brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of
Consultant's duties to indemnify the City under ARTICLE 8 where Consultant shall pay the City's reasonable
attorney's fees.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United
States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and
the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with
the provisions of this paragraph. For the present, the parties designate the following as the respective places for
giving of notice:
FOR City of Miami:
Bill Anido
Chief Operating Officer
City of Miami
Office of Transportation
444 S.W. 2"d Ave., - 10`" FI
Miami, Florida 33130
With copies to:
City Attorney
City of Miami
444 S.W. 2nd Ave., - 91" FI
Miami, Flaida 33130-1910
Gary Fabrikant
Assistant Director
City of Miami
Department of Capital Improvements
444 S.W. 2nd Ave., - 8"' FI
Miami, Florida 33130-1910
For Consultant
Carlos Garcia, PE
Vice President
URS Southem Corporation
7650 Corporate Drive
Suite 400
Miami, FL 33126
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of
strict construction shall be applied against either 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
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PROFESSIONAL SERVICES AGREEMENT
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 wit split the
costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with
all Sub -Consultants and/or independent contractors and/or Consultants retained for the Project(s), thereby providing
for non -binding mediation as the primary mechanism for dispute resolution.
In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file
permissive counterclaims in any action arising under this Agreement.
10.11 PERFORMANCE EVALUATIONS
Consultants performance shall be evaluated on a continual basis as well as through a formal annual review.
Informal performance evaluations will occur whenever the Director or designee has concerns regarding the
performance of the Services provided under this Agreement.
OFFICE OF TRANSPORTATION will provide the Consultant with a copy of any performance evaluation and discuss
areas of concem 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.
10.134 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 shalt, 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 pattern 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
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PROFESSIONAL SERVICES AGREEMENT
(regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards.
Additionally, the Consultant shall take affirmative steps to insure nondiscrimination in employment of disabled
persons.
10.14 NO PARTNERSHIP
Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other
business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt,
default, or undertaking of the Consultant.
10.15 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise
of the reasonable professional discretion of the Director or designee.
10.16 RESOLUTION OF CONTRACT DISPUTES:
Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the
terms of this Agreement by the City shall be submitted for resolution in the following manner.
The initial step shall be for the Consultant to notify the City representatives identified in Article 10.06, Notices, in
writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Office of Transportation representative designated in Article 10.06 fail to resolve the
dispute, the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit
such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said
notification, the Director shall review the issues relative to the dispute and issue a written finding.
Consultant must submit any further appeal in writing within five business days to the City Manager. Failure to submit
such appeal of the written finding shall constitute Consultant's acceptance of the finding. Appeal to the City Manager
for his/her resolution, is required prior to Consultant being entitled to seek judicial relief in connection therewith.
Should the amount of compensation hereunder exceed $500,000, the City 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.
Should the Consultant fail to follow the requirements of this Article in submitting a dispute, such dispute shalt 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, URS Corporation Southern
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
Risk Management Department
Jorge L. Fernandez, City Attorney
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PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
a corporation organized and existing under
the laws of the State of , held on the day of , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the
corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shall be the official act and deed of the corporation.
1 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
State
Zip
Consultant's Initials
Page 15 City's Initials
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing
this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign the bid and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name)
business as (d/b/a)
executed and am bound by the terms of the Agreement to which
IN WITNESS WHEREOF, I have hereunto set my hand this
Signed:
Print:
, individually and doing
(If Applicable) have
this attestation is attached.
day of 20
NOTARIZATION
STATE OF
SS:
COUNTY OF
The foregoing instrument was acknowledged before
, 20 , by
known to me or who has produced
(did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
me this day of
who is personally
as identification and who
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PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Under the direction of the Director or designee, Consultant is to assist in the programmatic management and
administration of the Transportation Program of the City, consisting of, but not limited to, planned and unplanned
transportation improvements, analysis, studies, design, and construction Projects.
It is the intent and purpose of the City that Consultant shall provide the Services hereunder as an extension of Office
of Transportation's resources by providing qualified administrative, technical and professional personnel to perform
the duties and responsibilities assigned under the terms of this Agreement. The Consultant shall minimize reliance
on the Office of Transportation's resources for assignments and activities provided under the Agreement, as may be
authorized by the Director or designee.
Consultant shall use its best effort at all times to cause the Services to be performed in the most expeditious and
cost effective manner consistent with the interests of the City.
A1.01 RANGE OF SERVICES
A1.01-1 Consultant may be required to perform all or some of the Services presented in this Agreement,
depending on the needs of the City. The Consultant shall furnish the Services specifically authorized by this
Agreement, which Services may encompass one or more professional disciplines in addition to those held by
the Consultant.
A1.01-2 TPSS may include, but are not limited to, research and analysis, preparation of reports, studies,
coordination with community organizations, project management, production management, owner's
representative, construction administration, inter -agency coordination cost estimating, value engineering,
scheduling, , utility coordination, document control and records management, and administrative, and financial
Program management for the City's Transportation Program. The Services may further include but are not
limited to planning, programming, field investigations, observations, feasibility studies, altemative analysis
studies, cost modeling, and other activities that may be required to complete the Annual Work Program and
approved Work Orders.
A1.01-3 The Scope of Services does not include Work on the Streetcar Program. Should the City desire to
include such Services under this Agreement, the City Commission will be required to approve the inclusion of
the Streetcar Program within the Agreement.
A1.01 aA1.01-4 The City, at its option, may elect to expand, reduce or delete the extent of Work elements
described in the Scope of Services, provided such action does not alter the intent of the Agreement. The
Director or designee will request Consultant Services on an as -needed basis. There is no guarantee that any or
all of the Services described in this Agreement will be assigned during the term of this Agreement.
A1.02 COOPERATIVE WORK
The Consultant will be responsible to Work in cooperation with the Office of Transportation, City administration,
officials of the City, client departments and agencies, community and other stakeholders, with consultants, and
contractors to administer the Transportation Program's Projects.
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.
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 for Purchase Order.
Consultant's Initials Page 17 City's Initials
ARTICLE'A2 OVERVIEW OF TRANSPORTATION PROGRAM SUPPORT SERVICES
A2.01 PRIMARY SERVICES
These Services include, but are not necessarily be limited to those identified in Article A1.01 Range of Services
A2.02 SPECIALTY SERVICES
Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and
possibly large scale element, activity, sub -program or Project within the Program and such Services are unavailable
from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order
Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by
the Director or designee, the nature of the proposed Services, the extent of manpower and other resources required
for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field
of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the
Director or designee, and will be accomplished by a Work Order issued pursuant to this Agreement.
The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the
City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to
perform the Work as Specialty Services
Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate -based or
other method as deemed appropriate by the parties.
ARTICLE A3 PRIMARY SERVICES
Those Services considered by the City to be fundamental to the successful management of the overall
Transportation and Transit Program shall be considered Primary Services and shall consist, generally of the
following areas.
A3.01 ADMINISTRATIVE PROGRAM MAN-AGEMENT
The Consultant, in its capacity as Program Manager, will assist in the comprehensive coordination, development,
and management, including, but not limited to, the 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:
A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules and budgets.
A3.01-4 Fiscal Management Assistance: Develop financial projections, monitor and track Program funds,
financing and cash flows. Assist with the development of program and financial data for potential financing
options, including investment bonds, which may be utilized to implement the Program.
A3.01-5 Reporting: Fumish regular progress and status reports on the Program at intervals determined by
the Director or designee or as significant issues become known to the Consultant.
A3.01.6 Staffing: Maintain staffing efficiencies within TPSS' Team.
A3.01-7 Procedures & Process Improvements: Development of procedures and procedure manuals for
various Program activities and processes. Develop or assist with the development of standard documents
and/or forms.
A3.01-8 Document Control & Records Management: Development of a document management system
for the Program; maintain documentation and correspondence relating to the Program that is accessible and will
be owned by the City.
A3.01-9 Inter -Agency Coordination: Overall coordination of the City's Program with other govemmental
agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and
Water and Sewer Departments, utility companies, regulatory agencies and with private developers.
A3.01-10 Annual Work Program: Prepare estimated manpower requirements and estimates of resource
costs for proposed Services.
A3.01-11 Staff & Business Development: Development and implementation of staff development
programs, and mentor Office of Transportation staff on an on -going, informal basis.
A3.01-12 Prepare official minutes of meetings for the Director or designee's approval and dissemination.
A3.02 PRODUCTION MANAGEMENT SERVICES
A3.02-1 General Project Administration and Fiscal Activities
A3.02-1(a) Cost Control: Provide value engineering throughout Project life cycles.
A3.02-1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review,
monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions.
Consultant's Initials Page A-18 City's Initials
Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding,
and prepare financial projections as required.
A3.02-1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City
designees at frequencies identified by Director or designee.
A3.02-1(d) Communication & Outreach: At the direction of the Director or designee attend and address
meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to
questions and concems about the Project at City Commission meetings, assist the City with public information,
notifications and public meetings required in 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 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 alternates as contingency measures to verify that cash flow
commitments are achieved.
A3.02-2(b) Schedules & Budgets: Develop Work plans, schedules and budgets for the overall Program and
for assigned Projects.
A3.02-2(c) Permits & Approvals: Facilitate and/or assist the City in obtaining all Federal, State and local
permits or approvals (from agencies such as Miami -Dade Water and Sewer, DERM, Environmental, FDOT,
Dade County Public Works Department, and Department of Health), etc. Review such permits for consistency
with City approved plans and for special requirements or conditions, if any. It is the responsibility of the
designer of record to file for and obtain all permits.
A3.02-2(d) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution
and coordination among City, designers of record, and various utility capital plans and owners.
A3.02-2(e) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies
determined by the Director or designee, to promote best practices by City and industry.
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ARTICLE ASA4 STAFFING
Consultant's Initials
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The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific
Consultant's employees. The Consultant will perform all Services described in this Scope of Services by use of the
Core Program Staff and/or the Supplemental Staff, as described below. The Annual Work Program shall delineate
the total anticipated Core Program and Supplemental Staff levels. Individual Work Orders shall likewise depict staff
and/or activities as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis. The or
designee's input regarding staff and Work assigned as Core Program Staff and Supplemental Staff shall be duly
considered by Consultant in preparing the Annual Work Program or any individual Work Order proposal and failure
to adequately address such concems regarding staff assignments may be cause for Director or designee's rejection
of same.
All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them.
The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office
maintained by the Consultant. This individual shall be responsible for all administrative functions associated with the
Agreement. The Program Coordinator and any other employee's of the Consultant performing solely administrative
functions, who are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges
under this Agreement.
A5.91-A4.01 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.
AA4.02 SUPPLEMENTAL AND SPECIALTY STAFF • ; Formatted: Bullets and Numbering
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 -tens 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 r 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.
A6,03A4.03 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.
A6.03 1A4.03-1 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
or designee's sole discretion, may additionally request qualified replacement staff due to absences of less that
15 business days if warranted by the nature of the Work handled by that staff. The Director or designee may
request one or more resumes for any personnel to be assigned and may also request to interview the proposed
personnel and select the most qualified person(s), in the City's sole opinion. Selection of such a person to work
on the Program does not change the Consultant's sole responsibility and liability for the performance and
actions of said person. Such changes shall be noted and approved in writing.
A683-2A4.03-2 Changes due to Work Requirements: Director or designee's approval shall be in
wilting for additional or replacement Gore Program Staff and for additional Supplemental Staff not included in
the Annual Work Program and estimated to work in excess of 20 hours per month in total. In such cases,
Consultant shall provides a written proposal to Director or designee detailing anticipated man-hour and related
requirements for the task or activity to be assigned to additional Supplemental Staff. The Director or designee
may request one or more resume for any personnel to be assigned and may also request to interview the
proposed personnel and select the most qualified person, in the City's sole opinion. Selection of such a person
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to work on the Program does not change the Consultant's sole responsibility and liability for the performance
and actions of said person. .
A€ TICL-EA6ARTICLE A5 ASSIGNMENT OF WORK
It is the intent and purpose of the City that Consultant shall provide the Primary Services hereunder as an extension
of Office of Transportation's resources as may be authorized by the Director or designee. It is envisioned that areas
of responsibilities and specified tasks will be assigned by the Director or designee or designee as part of his/her
approval of an Annual Work Program as prescribed below, consisting of the total anticipated Core Program and
Supplemental and Specialty Staff levels
A6"6*A5.01 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 or designee.
At least sixty (60) days prior to the anniversary date of this Agreement, Consultant shall prepare a new Annual Work
Program 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 Transportation and Transit Program. The
Director or designee shall critically review the proposed Annual Work Program, with input from City staff or others,
and direct such modifications as he/she deems appropriate in his/her sole discretion. When the Annual Work
Program is deemed acceptable to Director or designee, he/she will notify Consultant in writing of its approval for
implementation for the following Program year.
A62A5.02 WORK ORDERS
When a specific task above and beyond the scope of the initial Core Program Staff Work Order assigned to the Core
Program Staff and the Supplemental Staff or as provided in the Annual Work Program of Work Orders, the Director
or designee, will request a Work Order Proposal from the Consultant for said Services based on a proposed Scope
of Services provided by the Director or designee. The Consultant and Director or designee, and others if
appropriate, may have preliminary meetings, if warranted, to further define the Scope of Work and to resolve any
questions regarding the proposed Project. The Consultant shall then prepare a written "Work Order Proposal" for
the required Services generally following the guidelines provided by the Office of Transportation, indicating the
proposed Scope of Services, time of performance, proposed fees, Subconsultants if warranted, deliverable items
and/or documents, and timeframe to complete the Work. The Work Order Proposal shall depict detailed staffing
commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting
Amount. The Consultant shall not be compensated for the preparation or Work Order Proposals.
When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be
attached and incorporated to the Work Order authorized by the Director or designee. Upon acceptance of the Work
Order Proposal a "Notice to Proceed" will be issued by the Director or designee.
No guarantee is made as to how many and the extent of Work Orders issued to the Consultant.
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SCHEDULE Al. — Consultant Team
The following table summarizes the roles for all members of the Consultant Team anticipated to work on
the Professional Transportation Program Support Services Agreement for the City.
FIRM
MAJOR ROLE
PRIMARY SERVICES
Team does not include any Sub -
Consultants
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SCHEDULE A2. - KEY STAFF
NAME
JOB CLASSIFICATION
Carlos Garcia, P.E.
Officer -in -Charge
Raj Shanmugan, P.E.
Contract Administrator
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