HomeMy WebLinkAboutAgreementCity OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category
Contract Type
Project (if applicable)
Consultant
Architectural & Engineering Services RFQ No. 06-07-030
Project Specific
Melreese Clubhouse/Restaurant
LEO A DALY COMPANY
TABLE OF CONTENTS__
ARTICLE 1 DEFINITIONS 4
ARTICLE 2 GENERAL CONDITIONS 5
2.01 TERM• 5
2.03 SCOPE OF,SERVICES 5
2.04 COMPENSATION 5
ARTICLE 3 PERFORMANCE 5
3.01 PERFORMANCE AND DELEGATION 5
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 5
3.03 Consultant KEY STAFF 5
3.04 TIME FOR PERFORMANCE 5
ARTICLE 4 SUBCONSULTANTS 5
4.01 GENERAL 5
4.02 SUB -CONSULTANT RELATIONSHIPS 6
4.03 CHANGES TO SUBCONSULTANTS 6
ARTICLE 5 DEFAULT 6
5:01 GENERAL 6
5.02 CONDITIONS OF DEFAULT 6
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 6
ARTICLE 6 TERMINATION OF AGREEMENT 6
6.01 City'S RIGHT TO TERMINATE 6
6.02 - Consultant'S RIGHT TO TERMINATE 7
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 7
ARTICLE 7 DOCUMENTS AND RECORDS 7
---7.01-- - OWNERSHtP-OF--DOCUMENTS``--- _._ . _... T
7.02.. DELIVERY UPON -REQUEST OR CANCELLATION 7
7.03 RE -USE BY City 7
-.. 7.04-.... - NONDISCLOSURE —--._......._._......... . ...... 7
7.05 MAINTENANCE OF RECORDS 7
ARTICLE 8 INDEMNIFICATION 7
ARTICLE 9 INSURANCE 8
9.01 COMPANIES PROVIDING COVERAGE 8
9.02 VERIFICATION OF INSURANCE COVERAGE 8
9.03 FORMS OF COVERAGE 8
9.03-2 Professional Liability Insurance 8
9.03-3 Worker's Compensation Insurance 8
9.03-4 Sub -Consultant Compliance 8
9.04 MODIFICATIONS TO COVERAGE 8
ARTICLE 10 MISCELLANEOUS 8
10.01 AUDIT RIGHTS 8
10.02 ENTIRE AGREEMENT 8
10.03 SUCCESSORS AND ASSIGNS 9
10.04 TRUTH -IN -NEGOTIATION. CERTIFICATE - 9
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 9
City of Miami RFQ 06-07-30 Page 1
10.06
10.07
10.08
10.09
10.10
10.11
10.12
NOTICES
TABLE OF CONTENTS (CONTINUED)
INTERPRETATION
JOINT PREPARATION
PRIORITY OF PROVISIONS
MEDIATION - WAIVER OF JURY TRIAL
TIME
COMPLIANCE WITH LAWS
10.12-1 Non -Discrimination
10.13 NO PARTNERSHIP
10.14 DISCRETION OF DIRECTOR
10.15 RESOLUTION OF CONTRACT DISPUTES:
10.16 INDEPENDENT CONTRACTOR'
10.17 CONTINGENCY CLAUSE 11
10.18 THIRD PARTY BENEFICARY 11
ATTACHMENT A - SCOPE OF WORK 14
ARTICLE Al GENERAL 14
A1.02 SCOPE OF SERVICES 14
ARTICLE A2 MISCELLANEOUS ENVIRONMENTAL SERVICES 14
SCHEDULE Al. - SUBCONSULTANTS 23
SCHEDULE A2. - KEY STAFF 23
SCHEDULE A3 - RESERVED Error! Bookmark not defined.
ATTACHMENT B - COMPENSATION AND PAYMENTS 40
ARTICLE 81 METHOD OF COMPENSATION 40
B1.01 COMPENSATION LIMITS 40
B1.02 Consultant NOT TO EXCEED 40
ARTICLE 82 WAGE RATES 40
B2.01 FEE BASIS 40
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 40
B2.03 MULTIPLIER 40
B2.04 CALCULATION 40
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 40
B2.06 ESCALATION 40
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 2
B3.01 LUMP SUM' 2
83.02 HOURLY RATE FEES 2
B3.03 PERCENTAGE OF CONSTRUCTION COST: 2
B3.04 REIMBURSABLE EXPENSES 2
B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: • 3
B3.06 FEES for ADDITIONAL SERVICES 3
B3.07- • PAYMENT EXCLUSIONS-. • • - • • - • - - •
FEES_RESULTING.FROM.PROJECTSUSPENSION .3
-AkiltuE-134 CONSULTANT 3
• - • - • ----841.11- -.PAY-MEN-TS-GENERALLY-- 3--
B4.02 FOR COMPREHENSIVE BASIC SERVICES 3
B4.03 BILLING - HOURLY RATE 3
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 4
84.05 DEDUCTIONS 4
ARTICLE 85 REIMBURSABLE EXPENSES: 4
B5.01 GENERAL 4
85.02 REIMBURSEMENTS TO SUB -CONSULTANTS 4
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 4
B6.01 GENERAL 4
SCHEDULE al - COMPENSATION SCHEDULE 75
SCHEDULE B2 - WAGE RATES SUMMARY 7
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• City of Miami RFQ 06-07-030 Page 2
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Architectural & Engineering Services RFQ No. 06-07-030
Contract Type Project Specific
Project Melreese Golf Course Clubhouse/Restaurant
Consultant LEO A DALY Company
Consultant Office Location
3390 Mary Street, Suite 216
Miami, Florida 33133
City Authorization Resolution Number
THIS AGREEMENT made this141.1
ML Ch day of in the year 2008 by and
between THE City OF MIAMI, FLORIDA, hereinafter called the "City," and (Consultant's Name),
hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 06-07-030 on August
27, 2007 for the provision of Architectural & Engineering services ("Services") for the design of
the Melreese Golf Course Clubhouse/Restaurant ("Services") and Consultant's proposal
("Proposal"), in response thereto, was selected as one of the most qualified for the provision of
said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the
Solicitation Documents, and are by this reference expressly incorporated into and made a part
of this Agreement as if set forth in full.
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of
the City Procurement Ordinance, to provide the professional services as described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth,
agree as follows:
City of Miami RFQ 06-07-030 Page 3
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work
defined as such in a Work Order, secured in
compliance with Florida Statutes and City Code.
1.02 Attachments means the Attachments to this
Agreement are expressly incorporated by reference
and made a part of this Agreement as if set forth in
full,
1.03 Base Fee means the amount of
compensation mutually agreed upon for the
completion of Basic Services.
1.04 Basic Services means those services
designated as such in a Work Order.
1.05 City Commission means the legislative
body of the City of Miami.
1.06 City Manager means the duly appointed
chief administrative officer of the City of Miami.
1.07 City 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
-modifigatioti "t t5 rriie-ait" the- CXTNfanager,
—tOt3 Consultant------rrisans----iha-----individ-uet;
partnership-.corporation,-association,joint-venture-car• -
any combination thereof, of properly registered
professional architects, or engineers, which has
entered into the Agreement to provide professional
services to the City.
1.09 Contractor means an individual, partnership,
corporation, association, joint venture, or any
combination thereof, which has entered into a
contract with the City for construction of City facilities
and incidentals thereto.
1.10 Director means the Director of the City
Department designated herein who has the authority
and responsibility for managing the specific project or
projects covered under this Agreement. Unless
otherwise specified herein or in a Work Order, for the
purpose of this Agreement, the Director is the top
PROFESSIONAL SERVICES AGREEMENT
administrator of the Department of Capital
Improvements Program or designee.
1.11 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.
1.12 Notice To Proceed means same as
"Authorization to Proceed.' A duly authorized written
letter or directive issued by the Director or Project
Manager acknowledging that all conditions precedent
have been met and/or directing that Consultant may
begin work on the Project.
1.13 Project Manager means an employee or
representative of the City assigned by the Director to
manage and monitor Work to be performed under
this Agreement and the construction of a project as a
direct representative of the City.
1.14 Project means the construction, alteration
and/or repair, and all services and incidentals thereto,
of a City facility as contemplated and budgeted by the
City. The PROJECT or PROJECTS shall be further
defined in the SCOPE OF SERVICES and/or Work
Order issued pursuant to this Agreement.
1.15 Professional Services means those
services within the scope of the practice of
architecture, professional engineering, or registered
surveying and mapping, as applicable, as defined by
the laws of the State of Florida, or those performed by
any architect, professional engineer, or registered
surveyor or mapper in connection with his or her
professional employment or practice. These services
may be abbreviated herein as "architectural/
engineering services" or "professional services", as
applicable, which are within this definition.
' 1:1TRisir Administrator means -th-6 City:s..Rrsk
tJlar�aernerit_Aiiiiiinistrator� _or_ designee; _:or__ tide.._.
individual named by the City Manager to administer
.__matters.-.refatir to-insurarrce—arrd-ris1c'of 1oss-for the --
City.
1.17 Scope of Services 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.
1.18 Subconsultant means a person or
organization of properly registered professional
architects, engineers, registered surveyor or mapper,
and/or other professional specialty that has entered
into a written agreement with the Consultant to
furnish specified professional services for a Project or
task.
City of Miami RFQ 06-07-030 Page 4
1.19 WAGE RATES: means the effective direct
expense to Consultant and/or Sub -Consultant, on an
hourly rate basis, for employees in the specified
professions and job categories assigned to provide
services under this Agreement that justify and form
the basis for professional fees regardless of actual
manner of compensation.
1.20 WORK ORDER: means a document
internal to the City authorizing the performance of
specific professional services for a defined Project or
Projects.
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be effective until
final completion of construction of the Project and
Final Payment is made to the Consultant.
2.02 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.
2.03 COMPENSATION
2.03-1 Compensation Limits
The amount of compensation payable by the City to
Consultant will generally be a lump sum fee, based
on the rates and schedules establised in Attachment
B hereto, which by this reference is incorporated into
this Agreement; provided, however, that in no event
shall the amount of compensation exceed four
hundred ninety five thousand, three hundred ninety
nine dollars and seventy four cents ($495,399.74) in
total over the term of the Agreement and any
extension(s), unless explicitly approved by action of
the City Commission and put into effect by written
amendment to this Agreement. Said fee is comprised
of a fee for basic services of $460,399.74 plus
$20,000 for additional services and $15,000 for
Reimbersable Expenses. The City may, at its sole
discretion use other compensation methdologies.
2.03-2 Payments
Unless otherwise specifically provided in Attachment
B, payment shall be made within thirty (30) 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
Attcahment "C" 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
PROFESSIONAL SERVICES AGREEMENT
otherwise provided in this Agreement, or approved, in
writing by the City. Said approval shall not be
construed as constituting an agreement between the
City and said other person or firm.
3.02 REMOVAL OF UNSATISFACTORY
PERSONNEL
Director 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
subcontractors, or any personnel of any such Sub -
Consultants or subcontractors engaged by the
Consultant to provide and perform services or Work
pursuant to the requirements of this Agreement. The
Consultant shall respond to City within fourteen (14)
calendar days of receipt of such request with either
the removal and replacement of such personnel or
written justification as to why that may not occur. Ali
decisions involving personnel will be made by
Consultant. Such request shall solely relate to said
employees work under this Agreement.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that Consultant was
selected by City, in part, on the basis of qualifications
of particular staff identified in Consultant's response
to City's solicitation, hereinafter referred to as "Key
Staff. Consultant shall ensure that Key Staff are
available for Work hereunder as long as said Key
Staff is in Consultant's employ. Consultant will obtain
prior written 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.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder
upon receipt of an Notice to Proceed issued by the
Director and to complete each assignment, task or
phase within the time stipulated in the Notice to
Proceed. Time is of the essence with respect to
performance of this Agreement.
A reasonable extension of the time for completion of
various assignments, tasks or phases 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 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Sub -Consultant, as defined in Article
1.18 is a flrmthat was identified as part of the
consulting team in the competitive selection
process by which Consultant was chosen to
perform the services under this Agreement, and
City of Miami RFQ 06-07-030 Page 5
as such, is identified and listed in Schedule Al
attached hereto and incorporated by reference.
4.01-2 A Specialty Sub -Consultant is a person
or organization that has, with the consent of the
Director, entered into a written agreement with
the Consultant to furnish unique and/or
specialized professional services necessary for a
project or task described under Additional
Services. Such Specialty Sub -Consultant shall
be in addition to those identified in Schedule Al.
4.02 SUB -Consultant RELATIONSHIPS
4.02-1 All services provided by the 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 SUBCONSULTANTS
The Consultant shall not add or modify 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.
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_ O.00..r utt_ant_while_Consultant_was: .defauit..._.
shall be immediately returned to the City. Consultant
ul'merstands ait5 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.
5.02 CONDITIONS OF DEFAULT
PROFESSIONAL SERVICES AGREEMENT
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 banding 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 City at its 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— in.Guding. the.. Director. or designee has the.
rightiaterminate this Agreement. for any.reason. or. no ..
_...-reason;-a}ion -ten (10) days'-Writter 4citiee: _-Upon
termination of this Agreement,, all charts, sketches, ..
studies, drawings, and other documents, including all
electronic copies related to Work authorized under
this Agreement, whether finished or not, must be
turned over to the Director or designee . The
Consultant shall be paid in accordance with
provisions of Attachment B, provided that said
documentation is turned over to Director or designee
within ten (10) business days of termination. Failure
to timely deliver the documentation shall be cause to
withhold any payments due without recourse by
Consultant until all documentation is delivered to the
Director or designee .
6.01-1 Consultant shall have no recourse
or remedy from a termination made by the City
except to retain the fees earned compensation
for the Services that was performed in complete
compliance with the Agreement, as full and final
City of Miami RFQ.06-07-030 . Page 6
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 '
All tracings, plans, drawings, specifications, maps,
computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected,
together with summaries and charts derived
therefrom, including all electronic digital copies wills
be considered works made for hire and will, based on
incremental transfer wherein the above shall become
the property of the City upon payments made to
Consultant or termination of -the Agreement without -
restrictibn: or limitation. _on.:their use, .andwill..be made..
at7aitabte; .on -request, ia-Clt at any -Me dunng the
.performance-ofsuch-services and/or-upon--completion--
or termination of this Agreement. Consultant shall not
copyright any material and products or patent any
invention developed under this Agreement. The City
shall have the right to visit the site for inspection of
the work and the products of CONSUTLANT at any
time. The Consultant shall be permitted to retain
copies, including reproducible copies, solely for
information and reference in connection with the
City's use and occupancy of the Project
7.02 DELIVERY UPON REQUEST OR
CANCELLATION
Failure of the Consultant to promptly deliver all such
documents, 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
PROFESSIONAL SERVICES AGREEMENT
documents. Consultant shall have no recourse from
these requirements.
7.03 RE -USE BY CiTY
It is understood that all Consultant agreements and/or
Work Orders for new work will include the provision
for the re -use of plans and specifications, including
construction drawings, at the City's sole option, and
by virtue of signing this agreement Consultant agrees
to such re -use in accordance with this provision
without the necessity of further approvals,
compensation, fees or documents being required and
without recourse for such re -use. The CONSUTLANT
will not be liable for re -use by the City of plans,
documents, studies, or other data for any purpose
other than that intended by the terms and conditions
of this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, Consultant agrees not
to divulge, furnish or make available to any third
person, firm or organization, without Director or
designee's prior written consent, or unless incident to
the proper performance of the Consultant's
obligations hereunder, or in the course of judicial or
legislative proceedings where such information has
been properly subpoenaed, any non-public
information concerning the services to be rendered
by Consultant hereunder, and Consultant shall
require all of its employees, agents, Sub -Consultants
and subcontractors to comply with the provisions of
this paragraph.
7.05 MAINTENANCE OF RECORDS
Consultant will keep adequate records and
supporting documentation, which 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 wilt 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.iriht.to. audit,
msp and copy —air such records and
documentation -...as- ..often -as- they -doom tteeessary- ..
during the period of this Agreement and during the
three (3) year period noted above; provided, however
such activity shall be conducted only during normal
business hours.
ARTICLE 8 INDEMNIFICATION
The Consultant shall hold harmless, indemnify and
defend the City, its officials and employees harmless
from any and all claims, losses and causes of actions
which may arise out of the performance of this
Agreement as a result of any act of negligence or
negligent omission, recklessness. or intentionally
wrongful conduct of the Consultant or the Sub -
Consultants. The Consultant shall pay all claims and
losses of any nature whatsoever in connection
therewith and shall defend all project related suits, in
the name of the City when applicable, and shall pay
City of Miami RFC) 06-07-030 . Page 7 .
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.
ARTICLE 9 INSURANCE
The Consultant shall not start Work under this
Agreement until the Consultant has obtained all
insurance required hereunder and the City's Risk
Manager has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator.
All companies shall have a Florida resident agent and
be rated at least A(X), as per A.M. Best Company's
Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE
COVERAGE
The Consultant shall furnish certificates of insurance
to the Risk Administrator for review and approval prior
to the execution of this Agreement. The Certificates
shall dearly indicate that the Consultant has obtained
insurance of the type, amount and classification
required by these provisions, in excess of any
pending claims at the time of contract award to the
Consultant. Consultant shall maintain coverage with
equal or better rating as identified herein for the term
of this contract. Consultant shall provide written
notice to the City's Department of Risk Management
of any material change, cancellation 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.
• Con ultaht-slialtfur• e) copies of insurance policies
,:pertaining to this Areement to Risk Administrator
within ten (10) days of vrritten 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, Products and Completed
Operations, Broad Form Property Damage, XCU
Coverage, and Contractual Liability. Automobile
coverage including hired, borrowed or non -
owned autos, limits of Liability, Bodily Injury,
Damage Liability for any one accident
$1,000,000. The City of Miami shall be named
PROFESSIONAL SERVICES AGREEMENT
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 construction and
acceptance of any project covered by this
Agreement.
9.03-3 Worker's Compensation Insurance
The Consultant shall maintain Worker's
Compensation Insurance in compliance with
Florida Statutes, Chapter 440, as amended, and
Employee's Liability with a minimum limit of
$500,000 each occurrence.
9.03-4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants
comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The RISK ADMINISTRATOR or his/her authorized
designee reserves the right to require modifications,
increases, or changes in the required insurance
requirements, coverage, deductibles or other
insurance obligations by providing a thirty (30) day
written notice to the Consultant in accordance with
§10.06 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
_....1.0.01.. AUDIT.. RIGHTS..
Tt £I#ji-{eseives-the-rightto-au&-tl e-Conseltaitt'-s-
accounts during, the performance of this Agreement
and for three (3) years after final payment under this
Agreement. The Consultant agrees to furnish copies
of any records necessary, in the opinion of the
Director, to approve any requests for payment by the
Consultant,
10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to
time, represents the entire and integrated agreement
between the City and the Consultant and supersedes
all prior negotiations. representations or agreements,
written or oral, This Agreement may not be
amended, changed, modified, or otherwise altered in
any respect, at any time after the execution hereof,
except by a written document executed with the same
formality and equal dignity herewith. Waiver by either
party of a breach of any provision of this Agreement
City of Miami RFQ 06-07-030 Page 8
shall not be deemed to be a waiver of any other
breach of any provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be
transferred pledged, sold, delegated or assigned, in
whole or in part, by the Consultant without the written
consent of the City, acting by and through its City
Commission. It is understood that a sale of the
majority of the stock or partnership shares of the
Consultant, a merger or bulk sale, an assignment for
the benefit of creditors shall each be deemed
transactions that would constitute an assignment or
sale hereunder requiring prior City approval.
The Consultant's services are unique in nature and
any transference without City Commission approval
shall be cause for the City to cancel this Agreement.
The Consultant shall have no recourse from such
cancellation, The City may require bonding, other
security, certified financial statements and tax returns
from any proposed Assignee and the execution of an
Assignment/ Assumption Agreement in a form
satisfactory to the City Attorney as a condition
precedent to considering approval of an assignment.
The Consultant and the City each binds one another,
their partners, successors, legal representatives and
authorized assigns to the other .party of this
Agreement and to the partners, successors, legal
representatives and assigns of such party in respect
to all covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION
CERTIFICATE In compliance with the Consultant'S Competitive
Negotiation Act, for any Project to be compensated
under the Lump Sum method, the Consultant shall
certify that wage rates and other factual unit costs
supporting the compensation are accurate, complete,
and. current at the time of Notice to Proceed. The
original Project price and any addition thereto will be
adjusted to exclude any significant sums by which the
City' determines --the project` price-was-increasett-dine" ..
to inaccurate; incomplete or non -current wage rates
and other -factual unit costs. All such price
adjustments -will -be 'made-within-t-yearfollowing-the-
end of the Project.
10.05 APPLICABLE LAW AND VENUE OF
LITIGATION
This agreement shall be interpreted and construed in
accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any
party, concerning this agreement, or arising out of
this agreement, shall be brought in Miami -Dade
County, Florida. Each party shall bear its own
attorney's fees except in actions arising out of
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
PROFESSIONAL SERVICES AGREEMENT
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:
Gary Fabrikant
Assistant Director
City of Miami
Department of Capital Improvements Program
(CIP)
444 S.W. 2"d Ave., - aih Fl
Miami, Florida 33130
With a copy to:
David Mendez, Assistant Director
Department of Capital Improvements Program
(CIP)
444 S.W. 2`d Ave., - 8t' Fl
Miami, Florida 33130
For Consultant:
Abdel F. Martel
LEO A DALY
Director of Operations
3390 Mary Street, Suite 216
Miami, Florida 33133
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 --"ftierelri;" bheTeof .hereunder, and "hereinafter'
refer � to. this Agri cement'_ as-a.._whole and . not .to. any.
particular sentence, paragraph, or section where they
-appear;-tiritest—the—rggitext__. 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
City of Miami RFC) 06-07-030 Page 9
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 tie submitted to non-
binding mediation prior to the initiation of litigation,
unless otherwise agreed in writing by the parties. A
certified Mediator, who the parties find mutually
acceptable, will conduct any Mediation Proceedings
in Miami -Dade County, State of Florida. The parties
will split the costs of a certified mediator on a 50/50
basis. The Consultant agrees to include such similar
contract provisions with all .Sub -Consultants and/or
independent contractors and/or Consultants retained
for the project(s), thereby providing for non -binding
mediation as the primary mechanism for dispute
resolution.
In an effort to expedite the conclusion of any litigation
the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising
under this Agreement.
10.11 TIME
Time is of the essence in this Agreement.
10.12 COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws,
codes, ordinances, rules, regulations and resolutions
including, without limitation, the Americans with
Disabilities Act ("ADA"), as amended, and all
applicable guidelines and standards in performing its
duties, responsibilities, and obligations related to this
Agreement. The Consultant represents and warrants
that --therms- shalt --be no -unlawful- diserimination as -
pravided:toy taw in. connection wjttr the performance of
d .
this-agreemer...._ ._ ..
10.12-1 Non -Discrimination
City warrants and represents that it does not and
will not engage in discriminatory practices and
that there shall be no discrimination in
connection with 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.
10.12-2 OSHA COMPLIANCE
The Consultant warrants that it will comply with
all safety precautions as required by federal,
PROFESSIONAL SERVICES AGREEMENT
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.
10.12-3 ADA COMPLIANCE
Consultant shall affirmatively comply with all
applicable provisions of the Americans with
Disabilities Act ("ADA') in the course of providing
any work, labor or services funded by the City,
including Titles I & II of the ADA (regarding
nondiscrimination on the basis of disability) and
all applicable regulations, guidelines and
standards. Additionally -the Consultant shall take
affirmative steps to -insure nondiscrimination in
employment of disabled persons.
10.13 NO PARTNERSHIP
Consultant is an independent contractor. This
Agreement does not create a joint venture,
partnership or other business enterprise between the
parties. The Consultant has no authority to bind the
City to any promise, debt, default, or undertaking of
the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing
with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion
of the Director or the Director's authorized designee.
10.15 RESOLUTION OF CONTRACT
DISPUTES:
Consultant understands and agrees that all disputes
between it and the City based upon an alleged
violation of the terms of this Agreement by the City
shall be submitted for resolution in the following
...manner,...
• The initial step -shall be for the Consultant to notify the
Project Manager in writing of the dispute and submit a
t opy to-the—City--of-Miami- personnel -id-entifred irr
Article 10.06, Notices.
Should the Consultant and the Project Manager fail to
resolve the dispute the Consultant shall submit their
dispute in writing, with all supporting documentation,
to the Assistant Director -Contract, as identified in
Article 10.06, Notices. Upon receipt of said
notification the Assistant Director -Contracts shall
reveiw the issues relative to the dispute and issue a
written finding.
Should the Consultant and the Assistant Director -
Contracts fait 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 reveiw
City of. Miami RFQ 06-07-030 Page 10
the issues relative to the dispute and issue a written
finding.
Consultant must submit any further appeal in writing
within 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 the City Manager for his/her
resolution, is requird 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 ail
supporting documentation, or a period of
(90) days has expired where City Manager's
decision is subject to City Commission
approval; or
(iii) City has waived compliance with the
procedure set forth in this section by written
instrument(s) signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR:
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
PROFESSIONAL SERVICES AGREEMENT
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.
10.17 CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the
availability of funds and continued authorization for
program activities and the Agreement is subject to
amendment or termination due to lack of funds,
reduction of funds and/or change in regulations, upon
thirty (30) days notice.
10.18 THIRD PARTY BENEFICIARY
Consultant and the City agree that it is not intended
that any provision of this Agreement esablishes a
third party beneficiary giving or allowing any claim or
right of action whatsoever by any third party under
this Agreement.
10.19 CONSULTANT WORK ORDER
PROPOSAL
Consutlants work order proosal dated March 3,
2008 is attached hereto and incorporated into this
Agreement. Should their be a conflict between
the Consultant's Work Order Proposal and this
Agreement the Consultant's Work Order Proposal
shall take precedence except for Schedule 82 of
the PSA.
City of Miami RFQ 06-07-030 Page 11
Signet e
A r
Print Name, Title
ATTEST:
7 � J
Consultant Assistant Secretary
Robert L. Luhrs
(Affirm Consultant Seal, if available)
ATTEST:
Priscilla Thompson, City Cle
APPROVED
REQUIRE
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WIT ./ATTEST
Consultant, LEO A. DALY COMPANY
Signature
�� a kb( r b( Ii Agustin J. Barrera, Managing Principal
Print Name, Title of Authorized Officer or Official
CI
Sta
(Corporate Seal)
IAMI, a municipal corporation of the
Fldrida
v1
dro G. n ndez, P.E., City Manager
S NCE APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
f
LeAnn Bre , Director
Risk Management Department
City of Miami RFQ 06-07-030
Maria J. Chi'r'o, Interim City Attorney
Page 12
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of LEO A. DALY
COMPANY a corporation organized and existing under the laws of the State of Nebraska
held on the 7th day of January 2008 , a resolution was duly passed and
adopted authorizing Agustin J. Barrera as Managing Principal of the corporation's
Miami Office 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 6th day of March
2008.
Assistant Secretary:
Print: Robert L. Luhrs
NOTARIZATION
STATE OF 4tief )
) SS:
COUNTY OF r a/72 )
/) The foregoing instrument was acknpwledged before me this day of
,�07 , 20 by i 'f 1 X 1Ca / / , , who is personally
known to me or who has produced as identification and who
(did / did not) take a . oath.
SIGNATURE
STATE OF FL
OF
RI
A
ARY PUBLIC
PRINTED, STAMPED OR TYPED
NAME tlOakc&IiINAg
Commission DD 629442
Expires January 16, 2011
gpMe�strzutro9s�nwa+.errce�}3�we
Page A-13
PROFESSIONAL. SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Scope of Services shall include, but are not limited to, complete planning and design services,
programming, surveying, geotechnical, feasibility studies, options evaluations, public meetings, detailed
facility assessments, lead -based paint anaysis, asbestos surveys, mold assessments, and
recommendations, cost estimates, opinions of probable construction cost, preparation of bid and
construction documents, review of work prepared by Sub -consultants and other consultants, field
investigations and observations, construction contract administration, as -built documentation and other
related enviormental services as needed to complete the Projects. Consultant shall provide comprehensive
environmental services for the Project for which Consultant was selected in accordance with Section
287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive professional services in accordance with all applicable
law and building and enrirommnmental regulations, including the Florida Building Code and the City of
Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work
Order. Consultant may be required to perform all or some of the services presented in this Agreement,
depending on the needs of the City for a particular Project. Consultant shall furnish, as Basic Services,
comprehensive professional services for the Projects including, but not limited to those describes in Section
Al, "General' above.
ARTICLE A2 BASIC SERVICES
Consultant agrees to provide complete environmental services as set forth in the tasks enumerated
hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of
Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified
personnel on the Work at all times to ensure its performance as specified in the Agreement.
Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed
with the next task of the Work until the documents have been approved, in writing, by City, and an
Authorization to Proceed with the next task has been issued by City.
These services, hereinafter referred to as "Basic Services" are summarized as a task list in Attachment A2.
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1
Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies
to develop several options for how the various elements of the project will be designed and constructed.
A2.01-2
• -Consultant-shafF- utilizing -a -cernpilation of -available -documentation; -confer with representatives of -City; the
Project Manager and other jurisdictional agencies in order:fo comprehensively identify aspects of the
comptet #atilty. ptbra'rn that artifiiiire turner re`fihement-io atarn The requi ft a -detail of design
-development required-to-begin-the-creation-afConstructian Do ents---FoI dairy-ef-seepe; the -items that
need further development will be called Conceptuals and the remaining items will be called Designs.
A2.01-3
Consultant shall prepare written descriptions of the various options and shalt participate in presentations to
multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation
materials.
A2.01-4
Consultant shall hire the appropriate sub -contractor to provide environmental services which are not in-
house. Such survey shall include the location of all site structures including all utility structures and
facilities. Consultant shall also engage a soil testing firm to perform soil borings and other tests required for
new construction work. The extent to which this work will be needed shall be based on the surveying and
soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed
as reimbursable expenses.
A2.02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report
Consultant shall prepare and present four (4) copies, in writing and at an oral presentation if requested, for
approval by City, a Design Concept and Schematics Report. comprising Schematic Design Studies,
Paae A-14
PROFESSIONAL SERVICES AGREEMENT
including an identification of any special requirement affecting the Project, a Statement of Probable
Construction Cost, Project Development Schedule and review of Constructability Review reports. At Project
commencement the City shall provide Consultant with the construction budget for the Project that will be
utilized by the Consultant for purposes in completion of the Scope of Services.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections,
and all other elements required by City or Project Manager to show the scale and relationship of the
components and design concepts of the whole. The floor plans may be single -line diagrams. A simple
perspective rendering or sketch, model or photograph thereof may be provided to further show the
design concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to
include a summary of the estimated project cost and an evaluation of funding allocation. Such
summary shall be in sufficient detail to identify the costs of each element and include a breakdown of
the fees, general conditions and construction contingency. Such evaluation shall comprise a brief
description of the basis for estimated costs per each element and similar project unit costs. Costs shall
be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order
to bring the estimated costs within allocated funds, in the event that the statement of Probable
Construction Costs exceeds allocated funds by more than ten (10%) percent, the Consultant shall
update its documentation, at no additional cost to the City, to reflect this reduced scope. Any
'Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate
of cost in Consultant's best judgment as a professional familiar with the local construction industry.
3. The Project Development Schedule shall show the proposed completion date of each task of the
Project through design, bidding, and post design services.
4. Constructability Review reports shall be conducted by the City and/or its consultants at design stages
deemed necessary by the Project Manager. Consultant shall provide five additional deliverable plan
sets for distribution, by City, to others for this purpose. There shall be an established deadline for
review report submission back to City. Consultant shall provide written responses to all comments
within two weeks and shall maintain files of all related review reports and response reports. If
necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with
Consultant present to discuss specific issues. in addition to the Constructability Review process
mentioned above, City reserves the right to conduct a Peer Review of the project documents at any
design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer
Review would be addressed by Consultant, and if requested by City, would be incorporated into the
design documents, at no additional cost to City and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT
From the approved Schematic Design documents, Consultant shall prepare and present four (4) copies in
writing, and at oral presentations, if requested, for approval by City, separate Design Development
Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs
and a review of Constructability Review reports.
1- . The Design Development .Documents shall consist of drawings (site plans, floor plans, elevations, and
secflonsj; euflirje specxfleations; and-other-doc uments.- •
2TDesign pevetop ent consists" orb-Mimed"devefiopmer►t arc" expansion orarchife tar andfor civit
Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance
of each element through:
2.1 Plan sections and elevations
2.2 Typical construction details
2.3 Final materials selection
2.4 Construction phasing plan
3. The updated Development Schedules shall show the proposed completion dates of each milestone of
each Project through design, bidding, construction and proposed date of occupancy, Consultant will also
detail ail long lead procurement items and architecturally significant equipment that will need to be
purchased prior to the completion of Construction Documents.
4. Provide updated Statements of Probable Construction Cost. If either statement of Probable
Construction Cost exceeds allocated funds by more than ten (10%) percent, Consultant shall prepare
recommendations for reducing the scope of that particular Project in order to bring the estimated costs
within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to
reflect this reduced scope.
Page A-15
PROFESSIONAL SERVICES AGREEMENT
5. Constructability Review reports.
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, Consultant shall prepare for written approval by City,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a
fully biddable, permittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not
included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all
anticipated drawing sheets necessary to fully define the Project.
2. The updated Project Development Schedule to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
3. An updated Statement of Probable Construction Cost in CSI format.
4. Consultant may also be authorized to include in the Construction Documents approved additive and/or
deductive alternate bid items, to permit City' to award a Construction Contract within the limit of the
budgeted amount.
5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the
Specifications completed.
6. Consultant shall include, and will be paid for; City -requested alternates outside of the established
Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in
connection with alternates required by the failure of Consultant to design the Project within the Fixed
Limit of Construction Cost.
T. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies
submittals for which the Contractor shall be responsible for design.
8. Consultant shall submit the special conditions separate from the technical specifications.
9. Consultant shall not proceed with further construction document development until approval of the 30%
documents is received in writing from City. Approval by City shall be for progress only and does not
relieve Consultant of its responsibilities and liabilities relative to code compliance and to other
covenants contained in this Agreement. Consultant shall resolve all questions indicated on the
documents and make all changes to the documents necessary in response to the review commentary.
The 30% Documents review (check) set shall be returned to City upon submission of 60% complete
Constriction Documents and Consultant shall provide an appropriate response to all review comments
noted on these previously submitted documents.
• -Consultant-shall- submit four -(4)-full-size-copies of -the drawings and specifications, -and -one -digital copyin
form?.
A2.04-1 Maximum Cost Limit
-- riot to autTiorizing thesultant to proceed with preparation of Construction i5ocument Development, the
City shall establish and communicate to the Consultant a maximum sum for the cost of construction of the
Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the
Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by
Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise
and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to
the City if all responsive and responsible bids received exceed the ten (10%) percent of the Maximum Cost
Limit.
A2.04-2 Dry Run Permitting
•The Consultant shall file and follow-up for building permits at the earliest practicable time during the
performance of the Work, the necessary portions of the Construction Documents for approval by City,
County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City,
and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to
approval by the Department of the final Set and printing of the Construction Documents. The Consultant
shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial
increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the
Consultant is caused by the requirement(s) of such
Page A-16
PROFESSIONAL SERVICES AGREEMENT
Upon completion of dry run permitting Consultant shall provide five (5) full size sealed copies of the
drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .pit, and
.pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc
formats.
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing
Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction,
acceptance by the City of the 100% Construction Documents and latest Statement of Probable
Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the
construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own
discretion, may authorize such printing as a reimbursable service to the Consultant,
A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening
1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders
2. The Consultant shall assist the City in the preparation of responses to questions if any are required
during the bidding period. All addendum or clarifications, or responses shall be issued by the City.
3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective
bidders.
4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall
attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings.
5. The Consultant will be present at the bid opening, if requested by the City.
A2.05.3 Bid Evaluation and Award
The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the
preparation of documents for Award of a contract. if the lowest responsive Base Bid received exceeds the
Total Allocated Funds for Construction, the City may:
1. Approve an increase in the Project cost and award a Contract;
2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project, or
additional compensation to the Consultant;
3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The
Consultant shall, without additional compensation, modify the Construction Documents as necessary to
bring the Probable Construction Cost based on such revisions within the Total Authorized Construction
Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction
Budget provided to the Consultant and as may be modified by the City and the Consultant prior to
soliciting bids.
4. Suspend, cancel or abandon the Project.
NOTE: Under item 3(3) above the Consultant shall, without additional compensation, modify the Construction
Documents as necessary to bring the Probable Construction Cost within the budgeted amount.
A2.06 -ADMINISTRATION-OF THE -CONSTRUCTION -CON -TRACT
A2.06:j._:_...:.__.._...:_:... _......._....:..........._..:____._.._-..._................�_.
The Construction Phase will begin with the award of the construction contract and will end when the
Consultant has provided to ff e City all post construction documents, including Contractor As -Built drawings,
Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of
Occupancy have been delivered to the City and the City approves the final payment to the Consultant.
During this period, the Consultant shall provide administration of the construction contract as provided by
this Agreement, and as provided by law.
A2.06-2
The Consultant, as the representative of the City during the Construction Phase, shall advise and consult
with the City and shall have the authority to act on behalf of the City to the extent provided in the General
Conditions and the Supplementary Conditions of the construction contract and their Agreement with the
City.
A2.96-3
The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a
minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and
shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and
determine, in general, if the Work is proceeding in accordance with the Contract Documents. The
Consultant shall provide any site visits necessary for certification if required by the authorities having
jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The
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PROFESSIONAL SERVICES AGREEMENT
Consultant shall report on the progress the Work, including any defects and deficiencies that may be
observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive
inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work
unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all
meetings and field inspections report it is asked to attend, as well as the distribution of the minutes.
Consultant and Subconsultants will not be held responsible for construction means, methods, techniques,
sequences, or procedures, or for safety precautions and programs in connection with the Work. The
Consultant and his/her Subconsultants will not be held responsible for the Contractors or subcontractors',
or any of their agents' or employees' failure to perform the work in accordance with the contract unless such
failure of performance results from the Consultant's acts or omissions,
A2.06-4
The Consultant shall furnish the City with a written report of all observations of the Work made by
Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall
also note the general status and progress of the Work, on forms furnished by the City, and submit them in
a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the
City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and
complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly
Professional Services payment request for construction administration services. The Consultant's failure to
provide written reports of all site visits or minutes of meeting shall result in the rejection of payment
requests and may result in a proportional reduction in Construction Administration fees paid to the
Consultant.
A2.06-5
1. Based on observations at the site and consultation with the City, the Consultant shall determine the
amount due the Contractor based on the pay for performance milestones and shall recommend approval of
such amount as appropriate. This recommendation shall constitute a representation by the Consultant to
the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to
the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is
entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance
with the contract upon substantial completion;
2. the results of any subsequent tests required by the contract;
3. minor deviations from the contract correctable prior to completion;
4. any specific qualifications stated in the payment certificate and further that the Contractor is entitled to
payment in the amount agreed upon at a requisition site meeting or as stated on the requisition.
Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the
City on the status of the Work relative to the Construction Schedule, which shall be attached to the
Contractor's Requisition. Such statement shall be prepared immediately following the requisition field
meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of
a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any
examination to ascertain how and for what purpose the Contractor has used money paid on account of the
Construction Contract Sum.
A2.06-6 .. . •
• The_Consuliantstiallbe.:tbe-integareter of the requirements of the Contract -Documents and 4he_judge.of.-the :.- :..
performance thereunder. The Consultant shall render interpretations necessary for the proper execution or
progress of the Work upon written request of either the City or the Contractor, and shall render written
decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question
between the City and the Contractor relating to the execution or progress of the Work. Interpretations and
decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract
Documents and shall be in written or graphic form.
A2.06-7
The Consultant shall have the authority to recommend rejection of Work, which does not conform to the
Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or
advisable to insure compliance with the Contract Documents, the Consultant will have the authority to
recommend special inspection or testing of any Work deemed to be not in accordance with the Contract,
whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed.
A2.06-8
The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and
other submissions of the Contractor. Changes or substitutions to the construction documents shall not be
authorized without concurrence of the City's Project Manager and/or Director of Capital improvements. The
Consultant shall have a maximum of ten (10) calendar days form receipt of shop drawings, samples, RFI's or
other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments
Page A-18
PROFESSIONAL SERVICES AGREEMENT
indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written
explanation as to the basis for rejection.
A2.06-9
The Consultant shall initiate and prepare required documentation for changes as required by the
Consultants own observations or as requested by the City, and shall review and recommend action on
proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request,
•the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation
or proposed action along with an analysis and/or study supporting such recommendation.
A2.06-10
The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion
inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of
Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in
accordance with the contract requirements. The Consultant shall in conjunction with representatives of the
City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be
corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the
punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final
payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of
all items on the punch list all necessary closeout documentation from the Contractor, including but not
limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and
such other documents and certificates as may be required by applicable codes, law, and the contract, and
deliver them to the City before final acceptance shall be issued to the Contractor.
A2.06-11
The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with the its
contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any
equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and
3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City.
A2.06-12
The Consultant shall furnish to the City the original documents, including drawings, revised to 'as -built"
conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the
"as -built" documents the Consultant shall rely on the accuracy of the information provided by the
Contractor, including the Contractor's record drawings. Any certification required under this Agreement
including the contents of "as -built" documents is conditioned upon the accuracy of the information and
documents provided by the construction contractor. Transfer of changes made by "Change Authorization",
"Change Order", "Request for Information", substitution approvals, or other clarifications will be the
Consultant's responsibility to incorporate into the "as -built" and record documents. Changes .made in the
field to suit.field conditions, or otherwise made by the Contractor for its convenience shall be marked by the
Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant.
The original documents as well as the "Field Record Set" shall become the property of the City. A
reproducible set of all other final documents will be furnished to the City free of charge by the Consultant.
• A2.06-13, .•
The-Eonsultant shall-fumish-lathe-City one-cu uplkte-set of -"As -built Drawings"; in Auto -CAM -Version 2000 or
-__._..._such_other_format.acceptable_to-.the...City__...__..............._.._._._.....-----_-----._.__...._...._....__._.........._,--_----.----_--_
A2.06-14
The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions
with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions,
square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on
24" x 36" sheets and one electronic copy.
A2.06-15
The Consultant shall assist the City in the completion of the Contractor's performance evaluation during
construction work and upon final completion of the Project.
Pace A-19
PROFESSIONAL SERVICES AGREEMENT
A2.07 Time Frames for Completion. As stipulated in the Consultant's Proposal dated March 3, 2008.
Proposal
Page A-20
PROFESSIONAL SERVICES AGREEMENT
ARTICLE A3 ADDITIONAL SERVICES.
A3.01 GENERAL
Services categorized below as "Additional Service? may be specified and authorized by City and are normally
considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work
Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated
for as provided in Attachment B, Section B3.06.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the
following;
A3.02-1
Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of
prospective sites. Surveys of the existing structure required to complete as -built documentation are not
additional services.
A3,02-2
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or
inventories in connection with construction performed by City.
A3.02-3
Specialty Design: Any additional special professional services not included in the Scope of Work.
A3.02-4
Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial
start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in
operation and maintenance of equipment and systems, and consultation during such training; and preparation of
operating and maintenance manuals, other than those provided by the Contractor, subcontractor, or equipment
manufacturer. Provide Commissioning Services as part of systems start-up.
A3.02-5
Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope
of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and
are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope
of Work and arrangement of spaces and/or scheme and/or any significant portion thereof).
A3.02-6
Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding
or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the
course of this Agreement.
A3.02-7
Miscellaneous: Any other services not otherwise included in. this Agreement or not customarily furnished in
---..___......__. zrdanGe ith_generalgcaccepled-architecb:ualtengineering.:practicBselatectio_oonstruotio�_._..
---A3.03-._...AM4TIONAL-D€SIGN- — _ _ ......_._......_..... — ._......_...._........_......
The City may, at its option, elect to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by City in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by Consultant and the Sub -Consultant for
the purposes listed below. Transportation, travel and per diem expenses shall not be considered as
reimbursable expenses under this Agreement.
A4.01-1
Communications Expenses: Identifiable communication expenses approved by the Project Manager, long
distance telephone, courier and express mail between Consultant's various permanent offices and Sub -
consultant. Consultant's field office at the Project site is not considered a permanent office_
A4.01-2
Reproduction. Photography: Cost of printing, reproduction or photography, beyond that which is required by or
of Consultant's part of the work, set forth in this Agreement.
Page A-21
PROFESSIONAL SERVICES AGREEMENT
Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by Program
Manager.
A4.01-3
Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These
permit fees do not include those permits required to be paid by the Consultant.
A4.01.4
Surveys: Site surveys and special purpose surveys when pre -authorized by the Program Manager.
A4.01-5
Other: Items not indicated in Section 4.01 when authorized by the Program Manager.
A4.02 SUB -CONSULTANT REIMBURSEMENTS
Reimbursable Sub -consultant expenses are limited to the items described above when the Sub -consultant's
agreement provides for reimbursable expenses and when such agreement has been previously approved, in
writing, by the Director and subject to all budgetary limitations of City and requirements of this Agreement.
ARTICLE AS CITY'S RESPONSIBILITIES
A5.01 PROJECT & SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with
the information described below, or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1
Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing
structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions,
easements, boundaries, and topographic data of a building site, and existing utilities information regarding
sewer, water, gas, telephone and/or electrical services.
A5.01-2
Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests
when deemed necessary; and, if required, an appropriate professional interpretation thereof and
recommendations. Consultant shall recommend necessary tests to City.
A5.01-3
General Proiect Information: Information regarding Project Budget, City and State procedures, guidelines, forms,
formats, and assistance required establishing a program as per Section A2.02
A5.01-4
Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as-
builts availability. However, such drawings, if provided, are not warranted to represent conditions as of the date
of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to
obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements,"
as -defined-, must-be;authorized -in-advance....._..._._.-_........._............................ .........._............. .
Reliability: The services information-,, surveys and reports described in A5.01-1 through A5.01-4 above shall be
furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness
thereof, provided Consultant has reviewed all such information to determine if additional information and/or
testing is required to properly design the Project.
A5.03 CONSTRUCTION MANAGEMENT
A5.03-1
During construction, Consultant and the City staff shall assume the responsibilities described in the general
conditions and supplementary conditions of the construction contract relating to review and approval of the
construction work by the Contractor.
A5.03-2
If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other
nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant.
Page A-22
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A
SCOPE OF WORK
SCHEDULE Al. - SUBConsultantS
FIRM NAME
CONSULTING FIELD
Leo A Daly
Prime consultant. Project Management,
Architecture, Planning, and Interiors
Curtis & Rogers Design Studio
Landscape Architecture
.CES Consulting Inc.
Civil Engineering
Bliss and Nyitray Inc.
Structural Engineering
Louis J. Aguirre and Associates
Mechanical, Electrical, Plumbing, and Fire
Protection Engineering
Cirri Little International
Kitchen Consultant
SCHEDULE A2. — KEY STAFF
NAME
JOB CLASSIFICATION
LEO A DALY
Abdel Martel
Director of Operations
ayt r_fis
........ . .
esigner . ..... .
Project Manager_--__...._... ......
Kathy Rod _....._.._......_
Sergio Pendas
Project Architect
J. Beattie
Project Architect, QA, QC
Tim Lokash
CADD
Rudy Hernandez
Interior Designer
CES Consulting, Inc.
Rudy M. Ortiz, P.E.
Principal
Jose Antonio Caraballo
Project Manager
Arjen Bootsma, P.E.
Professional Engineer
Page A-23
PROFESSIONAL SERVICES AGREEMENT
Srikanth V. Gajula, E.I.
Engineering Technician
Susana I. Carstens
Clerical
Curtis & Rogers Design Studio
Aida Curtis
Managing Principal
Richard Rogers
Design Principal
Espe Kelly
Project Manager
Chris Johnson
Junior Landscape Architect
Julio Persivale
Irrigation Designer
Bliss and Nyitray, Inc.
Paul Zilio
Principal
Donata Williams
Project Manager / Senior Engineer
Adam Rixey
Project Engineer
Raul Martinez
CAD Manager
Daneyis Rodriguez
Senior CAD Operator
Louis J. Aguirre and Associates, PA.
Louis J. Aguirre, P.E., LEED AP
Principal in Charge
Sergio R. Serrano, P.E. LEED AP
Mechanical Engineer
Eduardo Suarez, P.E.
Mechanical Engineer — Plumbing
Ernesto Santana, P.E.
Mechanical Engineer — Fire Protection
Mario-Pazos, -P.
Electrical Engineer
Alejandro Prol
Electrical CAD
Juan Hincapie
Mechanical CAD
Michael Logan
Plumbing CAD
Shiara Zaiter Fire Protection CAD
Cirri Little International
Stephen G. Waltz Project Manager
Michael W. Perigard CAD Manager
Katharine E. Mizia
Estimator
Robert J. Ormston
Director of Design
Page A-24
PROFESSIONAL SERVICES AGREEMENT
Page A-25