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City of Miami
Text File Report
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File ID: 08-01401
Enactment #: R-08-0696
Version: 1
Type: Resolution
Introduced: 11 / 17/08
Status: Passed
Enactment Date: 12/11/08
Controlling Body: Office of the City
Clerk
A RESOLU"TION OF THE MIAMI CIIY COMMISSION, WITH ATTACHMEN'I'(S), AUTHORIZING
THE CITY MANAGER TO EXECUTE AMENDMENTS TO PROFESSIONAL SERVICES
AGREEMENTS, IN SUBSTANTIALLY THE ATTACHED FORM, TO INCREASE AUTHORIZED
EXPENDITURE LIMITS BY A NOT TO EXCEED AMOUNT OF $500,000, FOR EACH OF TEN (10)
FIRMS UTILIZED FOR MISCELLANEOUS CAPITAL PROJECTS, PURSUANT TO REQUEST FOR
QUALIFICATIONS ("RFQ") NO. 06-07-019 AND RFQ NO. 06-07-039, FOR THE PROVISION OF
CIVIL ENGINEERING SERVICES ON A CONTINUING BASIS, FOR MISCELLANEOUS
PROJECTS, THEREBY, INCREASING THE EXPENDITURE LIMIT FROM FOR EACH FIRM,
FROM $500,000 TO $1,000,000; ALLOCATING FUNDS FOR WORK ASSIGNMENTS AS
NEEDED FROM THE APPROPRIATE CAPITAL IMPROVEMENT PROJECTS.
WHEREAS, the City of Miami ("City") conducted a competitive selection process, and issued Request for
Qualifications ("RFQ") No. 06-07-019 and RFQ No. 06-07-039 on June 21, 2008 and November 19, 2007, respectively, in
accordance with Florida Statutes, Section 287.055, soliciting miscellaneous Civil Engineering Professional Services
Agreements; and
WHEREAS, the City executed agreements with a total often (10) firms; and
WHEREAS, due to a larger number of projects available for design than previously anticipated and the ongoing need
for these services, the Department of Capital Improvements Program ("CIP") recommends that the expenditure limits be
increased by a not to exceed amount of $500,000 per firm, as detailed herein:
Original Contract Total Contract
Consultant Name Contract Increase Amount Authorization
Amount
ADA Engineering, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-019
A&P Consulting Transportation
Engineers Corp. $500,000 $500,000 $1,000,000 RFQ 06-07-019
Palm Engineering, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-019
Reynolds, Smith & Bills, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-019
TY Lin International/11J. Ross $500,000 $500,000 $1,000,000 RFQ 06-07-019
BCC Engineering, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-039
Consul -tech Transportation, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-039
The Corrandino Group, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-039
Gannett Fleming, Inc. $500,000 $500,000 $1,000,000 RFQ 06-07-039
http://egov.ci.miami.fl.us/LegistarWeb/temp/repI 73D.html[6/2I/201 1 I0:49:08 AM]
Crystal Report Viewer
Metric Engineering, Inc. S500,000 $500,000 $1,000,000 RFQ 06-07-039
WHEREAS, the original expenditure limits of $500,000 per firm has diminished by varied but significant amounts based
on the volume of work assigned to each particular firm and the complexity of the projects assigned; and
WHEREAS, approval of this Resolution will increase each firm's expenditure limit to $1,000,000; and will allow CIP to
continue utilizing these firms on an as -needed Citywide basis; and
WHEREAS, the ten (10) firms were selected based on their successful performance for the City to date; and
WHEREAS, funding will be utilized as -needed and allocated from the appropriate Capital Improvement Projects;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and
incorporated as if fully set forth in this Section.
Section 2. An increase in the expenditure limit for the Professional Services Agreements; dated February 7, 2008;
February 6, 2008; February 1, 2008; March 28, 2008; March 19, 2008; July 1, 2008; June 19, 2008; June 11, 2008; July 1, 2008
and June 1 I, 2008, with ADA Engineering, Inc.; A&P Consulting Transportation Engineers Corp.; Palm Engineering Inc.;
Reynolds, Smith & Hills, Inc.; TY Lin International/Hi Ross; BCC Engineering, Inc.; Consul -Tech Transportation, Inc.; The
Corradino Group, Inc.; Gannett Fleming Inc., and Metric Engineering Inc., respectively, for the provision of professional civil
engineering services for miscellaneous capital projects, in an amount not to exceed S500,000 for each firm, increasing
expenditure limits from $500,000 each to $ 1,000,000 each, is authorized, with funds to be utilized on an as -needed Citywide
basis for work assignments and allocated from the appropriate Capital Improvement Projects.
Section 3. The City Manager is authorized(1} to execute Amendments to the Professional Services Agreements, in
substantially the attached form.
Section 4. This Resolution shall become effective immediately upon its adoption and signature of the Mayor. (2}
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CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES
AGREEMENT FOR
CIVIL ENGINEERING SERVICES
FOR ROADWAY PROJECTS WITH
BCC ENGINEERING, INC.
This Amendment No. 1 to the Professional Services Agreement dated July 1, 2008 (the
"Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"),
and BCC Engineering, Inc. ("Consultant") a Florida corporation, for the provi�s n of Civil
,Engineering Services for Roadway Projects ("Services") is entered into this S 1... day of
, 2009.
RECITALS
WHEREAS, the Agreement was entered into pursuant to City Code and RFQ No. 06-07-039 in
the total amount of $500,000 for the Scope of Work included in the original Agreement for the
PROJECT; and
WHEREAS, it has been determined that it is in the City's best interest to increase the
expenditure limit by $500,000, from $500,000 to $1,000,000 to cover the costs for continuing
work; and
WHEREAS, the City Commission has adopted Resolution No. 08-0696 on December 11, 2008,
to approve the corresponding increase in the Compensation Limits;
NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement
as follows:
Article 2. General Conditions, Section 2.04-1 Compensation Limits
The amount of compensation payable by the CITY to CONSULTANT shall generally be
a lump sum or not to exceed fee, based on the rates and schedules established 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 Ave
One Million Dollars ($1,000,000) 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.
The City may, at its sole discretion use other compensation methodologies.
All other terms and conditions of the Agreement are in operative force and effect and remain
unchanged.
THE CITY OF MIAMI, FLORIDA
CITY OF FLORIDA, a municipal
Corpora 'on •f e State of Florida
edro G. e - ndez, City Manager
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
ATTES
Corpora Secretary \!
City Attorney
(Affix Corporate Seal)
ATTEST:
By
(SEAL)
Priscilla A. Thompson, Ci.W Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeArin Breh Director
Risk/Manage ent Department
CONSULTANT
Jose A. Munoz, P.E., President
(Name and Title)
BCC Engineering, inc.
(Firm Name)
CORPORATE RESOLUTION
WHEREAS, BCC Engineering, Inc. desires to enter into an
agreement/amendment with the City of Miami for the purpose of performing the work
described in the agreement/amendment to which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS that the President
(type title of officer)
Jose A. Munoz , is hereby authorized
(type name of officer)
and instructed to enter into this agreement/amendment, in the name and on behalf of
this corporation, with the City of Miami upon the terms contained in the proposed
agreement/amendment to which this resolution is attached and to execute the
corresponding agreement/amendment.
DATED this 6th day of , 20 09 .
r� ate Sec -tary
(Corporate Seal)
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Civil Engineering Services RFQ No. 06-07-039
Contract Type Miscellaneous Services
Project (if applicable) Miscellaneous
Consultant BCC Engineering, Inc.
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 6
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 9
ARTICLE 7 DOCUMENTS AND RECORDS 9
7.01 OWNERSHIP OF DOCUMENTS 9
7.02 DELIVERY UPON REQUEST OR CANCELLATION 9
7.03 RE -USE BY CITY 9
7.04 NONDISCLOSURE 9
7.05 MAINTENANCE OF RECORDS 9
ARTICLE 8 INDEMNIFICATION 9
ARTICLE 9 INSURANCE 10
9.01 COMPANIES PROVIDING COVERAGE 10
9.02 VERIFICATION OF INSURANCE COVERAGE 10
9.03 FORMS OF COVERAGE 10
9.04 MODIFICATIONS TO COVERAGE 11
ARTICLE 10 MISCELLANEOUS 11
10.01 AUDIT RIGHTS 11
10.02 ENTIRE AGREEMENT -' 11
10.03 SUCCESSORS AND ASSIGNS 11
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 11
10.06 NOTICES 11
10.07 INTERPRETATION 12
CIP Contract No. 08-1176 Page 1
TABLE OF CONTENTS (CONTINUED)
10.08 JOINT PREPARATION 12
10.09 PRIORITY OF PROVISIONS 12
10.10 MEDIATION - WAIVER OF JURY TRIAL 12
10.11 TIME 13
10.12 COMPLIANCE WITH LAWS 13
10.13 NO PARTNERSHIP 13
10.14 DISCRETION OF DIRECTOR 13
10.15 RESOLUTION OF CONTRACT DISPUTES: 13
10.16 INDEPENDENT CONTRACTOR: 14
ATTACHMENT A - SCOPE OF WORK 18
ARTICLE Al GENERAL 18
A1.01 SCOPE OF SERVICES 18
A1.02 WORK ORDERS 18
ARTICLE A2 BASIC SERVICES 18
A2.01 DEVELOPMENT OF OBJECTIVES 19
A2.02 ANALrncAL REVIEW 19
A2.03 SCHEMATIC DESIGN 19
A2.04 DESIGN DEVELOPMENT 19
A2.05 CONSTRUCTION DOCUMENTS 20
A2.06 BIDDING AND AWARD OF CONTRACT 21
A2.07 Administration of the Construction Contract 21
ARTICLE A3 ADDITIONAL SERVICES 25
A3.01 GENERAL 25
A3.02 EXAMPLES 25
A3.03 ADDITIONAL DESIGN 25
ARTICLE A4 REIMBURSABLE EXPENSES 25
A4.01 GENERAL 25
A4.02 SUB -CONSULTANT REIMBURSEMENTS 26
ARTICLE A5 CITY'S RESPONSIBILITIES 26
A5.01 PROJECT & SITE INFORMATION 26
A5.03 CONSTRUCTION MANAGEMENT 27
SCHEDULE Al. Sub -Consultants 28
SCHEDULE A2. - KEY STAFF 28
ATTACHMENT B - COMPENSATION AND PAYMENTS 29
ARTICLE B.1 METHOD OF COMPENSATION 29
B1.01 COMPENSATION LIMITS 29
B1.02 CONSULTANT NOT TO EXCEED 29
ARTICLE B2 WAGE RATES 29
B2.01 FEE BASIS 29
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 29
B2.03 MULTIPLIER 29
B2.04 CALCULATION 29
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 30
B2.06 ESCALATION 30
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 30
B3.01 LUMP SUM' 30
B3.02 HOURLY RATE FEES 31
B3.03 PERCENTAGE OF CONSTRUCTION COST: 31
B3.04 REIMBURSABLE EXPENSES 31
B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: 31
63.06 FEES FOR ADDITIONAL SERVICES 31
B3.07 PAYMENT EXCLUSIONS 32
B3.08 FEES RESULTING FROM PROJECT SUSPENSION 32
ARTICLE B4 PAYMENTS TO THE CONSULTANT 32
B4.01 PAYMENTS GENERALLY 32
B4.02 FOR COMPREHENSIVE BASIC SERVICES 32
Page 2
TABLE OF CONTENTS (CONTINUED)
B4.03 BILLING — HOURLY RATE 32
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 33
B4.05 DEDUCTIONS 33
ARTICLE B5 REIMBURSABLE EXPENSES: 33
B5.01 GENERAL 33
B6.02 REIMBURSEMENTS TO SUB -CONSULTANTS 33
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 34
B6.01 GENERAL 34
SCHEDULE B1 - WAGE RATES SUMMARY 35
Page 3
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Civil Engineering Services RFQ No. 06-07-039
Contract Type Miscellaneous Services
Project Miscellaneous
Consultant BCC Engineering, Inc.
Consultant Office Location
7300 North Kendall Drive, Suite 660
Miami, FL 33156
City Authorization RFQ 06-07-039
THIS AGREEMENT made this f day of Titt9 in the year 2008 by and
between THE City OF MIAMI, FLORIDA, hereinafter called the "City," and BCC Engineering,
Inc., hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 06-07-039 on
November 19, 2007 for the provision of Civil Engineering Services for the design of the
Roadway Projects ("Services") and Consultant's proposal ("Proposal"), in response thereto,
was selected as one of the most qualified for the provision of said Services. The RFQ and the
Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are
by this reference expressly incorporated into and made a part of this Agreement as if set forth in
full.
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of
the City Procurement Ordinance, to provide the professional services as described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth,
agree as follows:
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PROFESSIONAL SERVICES AGREEMENT
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 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.
1.08 Consultant means the individual, partnership, corporation, association, joint venture, or 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
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
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PROFESSIONAL SERVICES AGREEMENT
abbreviated herein as "architectural/ engineering services or "professional services", as applicable,
which are within this definition.
1.16 Risk Administrator means the City's Risk Management Administrator, or designee, or the
individual named by the City Manager to administer matters relating to insurance and risk of loss for the
City.
1.17 Scope of 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 Sub -consultant 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.
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.
1.21 Work Order Proposal means a document prepared by the Consultant, at the request of the City for
Services to be provided by the Consultant on a specific phase of a Project.
ARTICLE2 GENERAL CONDITIONS
2.01 TERM:
The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof. This
specified term is intended for administrative and budget control purposes and is not to be considered or
interpreted as a time limitation. This Agreement shall be in place until completion of the Project.
2.02 OPTION TO EXTEND:
The CITY, by action of the CITY MANAGER, shall have the option to extend the term for 2 additional
period(s) of one (1) year(s) each, subject to continued satisfactory performance as determined by the
Director, and to the availability and appropriation of funds. City Commission authorization of this
Agreement includes delegation of authority to the CITY MANAGER to administratively approve said
extensions provided that the compensation limits set forth in 2.04 are not exceeded.
.2.03 SCOPE OF SERVICES
Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part
of this Agreement.
2.04 COMPENSATION
2.04-1 Compensation Limits
The amount of compensation payable by the City to Consultant will shall generally be a lump sum or
not to exceed fee, based on the rates and schedules establised in Attachment B hereto, which by
this reference is incorporated into this Agreement; provided, however, that in no event shall the
amount of compensation exceed Five Hundred Thousand Dollars ($500,000) 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. The City may, at its sole discretion use other
compensation methdologies.
2.04-2 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
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PROFESSIONAL SERVICES AGREEMENT
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
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 sub -contractors 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.
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 Consultants 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 SUB -CONSULTANTS
4.01 GENERAL
4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firmthat was identified as part of the
consulting team in the competitive selection process by which Consultant was chosen to perform the
services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto
and incorporated by reference.
4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the consent of the
Director, entered into a written agreement with the Consultant to furnish unique and/or specialized
professional services necessary for a project or task described under Additional Services. Such
Specialty Sub -Consultant shall be in addition to those identified in Schedule Al.
4.02 SUB -CONSULTANT RELATIONSHIPS
4.02-1 All services provided by the 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.
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PROFESSIONAL SERVICES AGREEMENT
4.03 CHANGES TO SUB -CONSULTANTS
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 to Consultant while Consultant was in default shall be immediately returned to the City.
Consultant understands and agrees that termination of this Agreement under this section shall not
release Consultant from any obligation accruing prior to the effective date of termination.
In the event of termination due to default, in addition to the foregoing, Consultant shall be liable to the City
for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and
expenses incurred by the City in the re -procurement of the 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
A finding of Default and subsequent termination for cause may include, without limitation, .any of the
following:
5.02-1 Consultant fails to obtain or maintain the insurance or bonding herein required.
5.02-2 Consultant fails to comply, in a substantial or material sense, with any of its duties under
this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has
with the City, beyond the specified period allowed to cure such default.
5.02-3 Consultant fails to commence the Services within the time provided or contemplated
herein, or fails to complete the WORK in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE
City through the Director or designee shall provide written notice to Consultant as to a finding of default,
and Consultant shall take all necessary action to cure said default within time stipulated in said notice,
after which time the City may terminate the Agreement. The 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, including the Director or designee has the right to terminate this Agreement for any reason or
no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches,
studies, drawings, and other documents, 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 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 settlement of any claim, action, demand, cost, charge or
entitlement it may have, or will, have against the City, its officials or employees.
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PROFESSIONAL SERVICES AGREEMENT
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 will) 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 restriction or limitation on their use, and will be made
available, on request, to City at any time during the performance of such services and/or upon completion
or termination of this Agreement. Consultant shall not copyright any material and products or patent any
invention developed under this Agreement. The City shall have the right to visit the site for inspection of
the work and the products of Consutlant at any time. The Consultant shall be permitted to retain copies,
including reproducible copies, solely for information and reference in connection with the City's use and
occupancy of the Project
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure of the Consultant to promptly deliver all such documents, 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
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, fumish 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 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
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PROFESSIONAL SERVICES AGREEMENT
deem necessary during the period of this Agreement and during the three (3) year period noted above;
provided, however such activity shall be conducted only during normal business hours.
ARTICLE 8 INDEMNIFICATION •
The Consultant shall hold harmless, indemnify and defend the City, its officials and employees harmless
from any and all claims, losses and causes of actions which may arise out of the performance of this
Agreement as a result of any act of negligence or negligent omission, recklessness, or intentionally
wrongful conduct of the Consultant or the Sub -Consultants. The Consultant shall pay all claims and.
losses of any nature whatsoever in connection therewith and shall defend all project related suits, in the
name of the City when applicable, and shall pay all costs, including without limitation reasonable
attomey's and appellate attomey's fees, and judgments which may issue thereon. The Consultants
obligation under this paragraph shall not be limited in any way by the agreed upon contract price, or the
Consultants limit of, or lack of, sufficient insurance protection and shall apply to the full extent that it is
caused by the negligence, 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 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 written request.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and Automobile Liability
Coverage shall have minimum limits of $1,000,000 per Occurrence, Combined single Limit Bodily
Injury Liability and Property Damage Liability. General Aggregated Limit shall have a minimum limit of
$2,000,000. This shall include Premises and Operations, Independent Contractors, Products and
Completed Operations, Broad Form Property Damage, XCU
Coverage, and Contractual Liability. Automobile coverage including hired, borrowed or non -owned
autos, limits of Liability, Bodily Injury, Damage Liability for any one accident $1;000,000. The City of
Miami shall be named an additional insured on both of these coverages.
9.03-2 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions
coverage in the minimum amount of $1,000,000 per 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
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PROFESSIONAL SERVICES AGREEMENT
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
10.01 AUDIT RIGHTS
The City reserves the right to audit the Consultant's accounts during the performance of this Agreement
and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish
copies of any records necessary, in the opinion of the Director; to approve any requests for payment by
the Consultant.
10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to time, represents the entire and integrated agreement
between the City and the Consultant and supersedes all prior negotiations, representations or
agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise
altered in any respect, at any time after the execution hereof, except by a written document executed with
the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this
Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement 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 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
In compliance with the Consultant'S Competitive Negotiation Act, for any Project to be compensated
under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs
supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The
original Project price and any addition thereto will be adjusted to exclude any significant sums by which
the City determines the project price was increased due to inaccurate, incomplete or non -current wage
rates and other factual unit costs. All such price adjustments will be made within 1 year following the end
of the Project.
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
Page 11
PROFESSIONAL SERVICES AGREEMENT
agreement, shall be brought in Miami -Dade County, Florida. Each party shall bearits own attomey's fees
except in actions arising out of Consultants duties to indemnify the City under ARTICLE 8 where
Consultant shall pay the City's reasonable 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:
Gary Fabrikant
Assistant Director
City of Miami
Department of Capital Improvements (CIP)
444 S.W. 2nd Ave., - 8th FI
Miami, Florida 33130
With a copy to:
David Mendez, Assistant Director
Department of Capital Improvements Program (CIP)
444 S.W. 2nd Ave., 8th FI
Miami, Florida 33130
For Consultant:
Jose A. Munoz, P.E.
President
BCC Engineering, Inc.
7300 North Kendall Drive, Suite BM( 4 0 0
Miami, FL 33156
305-670-2350
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no
rule of strict construction shall be applied against either party hereto. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as
"herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any
particular sentence, paragraph, or section where they appear, unless the context otherwise requires.
Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or
Article as a whole, including all of the subsections of such Section, unless the reference is made to a
particular subsection or subparagraph of such Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and Consultant and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely against one of
the parties than any other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any
exhibit attached hereto, any document or events referred to herein, or any document incorporated into
this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the
term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect.
10.10 MEDIATION - WAIVER OF JURY TRIAL
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PROFESSIONAL SERVICES AGREEMENT
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 rind 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 there shall be no unlawful discrimination as
provided by law in connection with the performance of this agreement.
10.12-1 Non -Discrimination
City warrants and represents that it does not and will not engage in discriminatory practices and that
there shall be no discrimination in connection with 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, 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.
Page 13
PROFESSIONAL SERVICES AGREEMENT
The initial step shall be for the Consultant to notify the Project Manager 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 Project Manager fail to resolve the dispute the Consultant shall submit
their dispute in writing, with all supporting documentation, to the Assistant Director -Contracts, 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 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 reveiw 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 all supporting documentation, or a period of (90) days has
expired where City Manager's decision is subject to City Commission approval; or
(iii) City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR:
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.
10.17 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.
Page 14
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST:
,t,$�2it
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
Consultant, BCC Engineering, Inc.
Print Name, Title of Authorized Officer or Official
CITY
State • rida
(Corporate Seal)
I, a municipal corporation of the
riscilla Tho pson City Clerk rk i ; 'edro G. Hernan P.E., City Manager
APPROVED AS TO INSURANCE
RE. - REMENTS:
Nit
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
LeeAnn Brehm, Director Julie O. Bru, City Attorney
Risk Management Department
Page 15
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
ACC xt r«e(i r t4 1 - c • a corporation organized and existing under
the laws of theState of tuf~')rfr�lr2. held on theday of p.41-cet.1,-/ c2,006,, a
resolutiQgwas duly passed and adopted authorizing (Name) tnaz as
(Title) {'rc‘.cole .-1- of the corporation to execute agreements on behalf of the
corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shall be the official act and deed of the corporation.
I further c- I -t said r-solution remains in full force and effect.
I ITN . S REOF, I have hereunto set my hand this e, day of _.J -4 d.
20f7S'.
Secreta
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the _day of a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that his/her execution thereof, attested by a partner, shall be the
official act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
20
Partner:
Print:
Names and addresses of partners:
Name
Street Address
City
Stat
e
Zip
Page 16
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) individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of 20_
Signed:
Print:
NOTARIZATION
STATE OF
) SS:
COUNTY OF )
The foregoing instrument was acknowledged before me this day of
, 20 by , who is personally
known to me or who has produced as identification and who
(did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
Page 17
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Civil Engineering Services shall include, but are not limited to, complete planning and design
services, programming, pavement analysis surveying, geotechnical, , options evaluations, public
meetings, detailed assessments and recommendations, cost estimates, opinions of probable
construction cost, review of Work prepared by Sub -consultants and other consultants, field
investigations and observations, post design services, construction administration, and other
related Services as needed to complete the Project. Consultant shall provide comprehensive Civil
Engineering 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, building and environmental 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 the Project. Consultant shall
furnish, as Basic Services, comprehensive professional services for the Project.
The Project shall include roadway reconstruction or resurfacing, drainage improvements, swale
restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping,
verification of City's Pavement Analysis Report within the Project area; digitally record existing conditions
in the Project area; research 311 calls for various complaints, and any survey, geotechnical, and utility
coordination required to produce complete sets of signed and sealed construction documents,
specifications and estimate of probable construction costs for the Work.
The City will phase the Work required to complete the Project so that the Project is designed and
constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to
proceed with each phase of the Project through the use of Work Orders and Work Order Proposals.
A1.02 WORK ORDERS
A1.02-1 PROCEDURES
When CIP has determined that a specific phase of the Project is to proceed, the Director or
authorized designee, will request in writing, a Work Order Proposal from the Consultant based on
the proposed Scope of Services provided to the Consultant in writing 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 Services and to resolve any questions. The
Consultant shall then prepare a Work Order Proposal following the format provided by the City,
indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub -
Consultants, and deliverable items and/or documents.
The Director or designee may accept the Work Order Proposal as submitted, reject the Work
Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work
Order Proposal CIP will prepare a Work Order that will be reviewed by CIP staff and the Director
or designee. Upon approval CIP will issue a written Notice to Proceed subsequent to approval of
the Work Order by the Director or designee.
ARTICLE A2 BASIC SERVICES
Consultant agrees to provide complete Civil Engineering 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
Page 18
PROFESSIONAL SERVICES AGREEMENT
approved, in writing, by City, and an Authorization to Proceed with the next task has been issued
by City.
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 shall, utilizing a compilation of available documentation, confer with representatives of City,
the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the
completed facility program that may require further refinement to attain the requisite detail of design
development required to begin the creation of Construction Documents. For clarity of scope, 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 shall 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 Civil Engineering services which are not
in-house. Surveys 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 ANALYTICAL REVIEW
Verification of the City's Pavement Analysis Report within the Project area; digitally record existing
conditions in the Project area; research 311 calls for various complaints, especially drainage complaints;
and digitally record project area during significant rain events.
A2.03 SCHEMATIC DESIGN
A2.03-1 Recommended Course of Action
Consultant shall prepare and present, in writing, for approval by the Project Manager, a
Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include,
but is not limited to:
1. Street name and limits
2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating
as outlined in the Citywide Pavement Analysis Survey
3. A detailed cost estimate for design and construction that maximize the number of streets that
would be upgraded from poor to at least good.
4. A design and construction schedule for the recommended Course of Action
A2.04 DESIGN DEVELOPMENT
From the approved RCA, Consultant shall prepare and present the following in writing:
1. The design parameters to be used for each street being improved (ie, reconstruction, milling and
resurfacing, etc.)
2. The submittal requirements for each street
3. The final cost estimate for design and construction
Page 19
PROFESSIONAL SERVICES AGREEMENT
A2.05 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.
7. 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 or supplemental terms and 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
retumed to City upon submission of 60% complete Construction Documents and Consultant
shall provide an appropriate response to all review comments noted on these previously
submitted documents.
Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the
drawings and specifications, and one digital copy in .pdf format.
A2.05-1 Maximum Cost Limit
Prior to authorizing the Consultant to proceed with preparation of Construction Document
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 ten (10%) percent of the Maximum Cost Limit.
A2.05-2 Dry Run Permitting
The Consultant shall file and follow-up for approval of building permits at the earliest practicable
time during the performance of the Work, 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
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PROFESSIONAL SERVICES AGREEMENT
obtaining any such applicable certifications of permit approval by such authorities prior to
approval by CIP 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.
Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to
be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall
also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification
additional terms and conditions shall be provided in both .pdf and .doc formats.
A2.06 BIDDING AND AWARD OF CONTRACT
A2.06-1 Bid Documents Approvals and Printing
Upon obtaining all necessary approvals of the Construction Documents from authorities having
jurisdiction, and 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
and 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.
A2.06-2 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 Sub -Consultants
at such meetings.
5. The Consultant will be present at the bid opening, if requested by the City.
A2.06.3 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 above the Consultant shall, without additional :compensation, modify the
Construction
Documents as necessary to bring the Probable Construction Cost within the budgeted amount.
A2.07 Administration of the Construction Contract
A2.07-1
The Construction Phase will begin with the award of the construction contract and will end when
the Consultant has provided to the City all post construction documents, including Contractor As -
Built drawings, Consultants record drawings, warrantees, guarantees, operational manuals, and
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PROFESSIONAL SERVICES AGREEMENT
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.
A2.07-2
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.
A2.07-3
The Consultant and respective 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 Consultant shall report on the progress the Work, including any
defects and deficiencies that may be observed in the Work. The Consultant and/or 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 and distributing minutes of all meetings and field inspections report
it is asked to attend. Consultant and 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 will not be held responsible for the Contractor's or sub-
contractors', 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 Consultants acts or omissions.
A2.07-4
The Consultant shall furnish the City with a written report of all observations of the Work made
by Consultant and require all 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 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.
A2.07-5
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 Consultants 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.
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PROFESSIONAL SERVICES AGREEMENT
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.
A2.07-6
The Consultant shall be the interpreter of the requirements of the Contract Documents and the
judge of the performance thereunder. The Consultant shall render interpretations necessary for
the proper execution or progress of the Work upon written request of either the City or the
Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all
claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the Work. Interpretations and decisions of the Consultant shall be
consistent with the intent of and reasonably inferable from, the Contract Documents and shall be
in written or graphic form.
A2.07-7
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.
A2.07-8
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 from 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 indicating
either approval or disapproval. Consultant shall provide the Contractor with a detailed written
explanation as to the basis for rejection.
A2.07-9
The Consultant shall initiate and prepare required documentation for changes as required by the
Consultant's 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.
A2.07-10
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 close-out 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.
A2.07-11
The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance
with its contract relative to 1) initial instruction of City's personnel in the operation and
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PROFESSIONAL SERVICES AGREEMENT
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.
A2.07-12
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.
A2.07-13
The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD
Version 2000 or such other format acceptable to the City.
A2.07-14
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.
A2.07-15
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.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by City and are
normally considered to be beyond the scope of the Basic 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
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and
surveys or inventories in connection with construction performed by City.
A3.02-2
Specialty Design: Any additional special professional services not included in the Scope of Work.
A3.02-3
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, sub -contractor, or equipment manufacturer.
A3.02-4
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).
A3.02-5
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.
A3.02-6
Miscellaneous: Any other services not otherwise included in this Agreement or not customarily
fumished in accordance with generally accepted architectural/engineering practice related to
construction.
A3.03 ADDITIONAL DESIGN
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
Page 25
PROFESSIONAL SERVICES AGREEMENT
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.
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 A5 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 Project 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 -built 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.
A5.01-5
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.
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PROFESSIONAL SERVICES AGREEMENT
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 27
PROFESSIONAL SERVICES AGREEMENT
BCC ENGINEERING - ROADWAYS 2008
SCHEDULE Al. - Sub -Consultants
FIRM NAME
CONSULTING FIELD
Geosol, Inc.
Geotechnical and Materials
Triangle Surveying & Mapping, Inc.
Surveying and Mapping
O'Leary Richards Design Associates, Inc.
Landscape Architecture
JRA, Inc.
Utility Coordination
SCHEDULE A2. — KEY STAFF
NAME
JOB CLASSIFICATION
Luis Tellechea
Chief Engineer
Jose Munoz
Senior Engineer
Manuel Benitez
Senior Engineer .
Ariel Milian
Project Manager
Luis Rodriguez
Project Engineer
Daniel Raymat
Project Engineer
Elia Nunez
Engineer
Dacha Quintana
Engineer
Anthony Jorges
Senior Technician
Rodolfo Rodriguez
Senior Technician
Marcos Miranda
Technician
Armando Nunez
Technician
Page 28
ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B.1 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following
methods or a combination thereof, at the option of the Director or designee, with the consent of the
Consultant.
a) A Lump Sum (See Section B3.01).
b) An Hourly Rate, as defined B3.02in Section and at the rates set forth in Section
c) A Percentage of Construction Cost, as defined in Section B3.03, solely with the written approval
of the Director
NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation.
B1.01 COMPENSATION LIMITS
The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the
Consultant payable by the City under this Agreement shall be limited to the amount specified in Section
2.04-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no
circumstances will the City have any liability for work performed, or as otherwise may be alleged or
claimed by Consultant, beyond the cumulative amount provided herein, except where specifically
approved in accordance with the City Code by the City Manager or City Commission as applicable as an
increase to the Agreement and put into effect via an Amendment to this Agreement.
B1.02 CONSULTANT NOT TO EXCEED
Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or
percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded,
the City shall have no liability or responsibility for paying any amount of such excess, which will be at
Consultants own cost and expense.
ARTICLE B2 WAGE RATES
B2.01 FEE BASIS
All fees and compensation payable under this Agreement shall be formulated and based upon the
averages of the certified Wage Rates that have received and approved by the Director. The averages of
said certified Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage
Rates are the effective direct hourly rates, as approved by the City, of Consultant and Sub -Consultant
employees in the specified professions and job categories that are to be utilized to provide the services
under this Agreement, regardless of manner of compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Schedule B1 identifies the professions, job categories and/or employees expected to be used during the
term of this Agreement. These include architects, engineers, landscape architects, professional interns,
designers, CADD technicians, project managers, GIS and environmental specialists, specification writers,
clerical/administrative support, and others engaged in the Work. In determining compensation for a given
Scope of Work, the City reserves the right to recommend the use of Consultant employees at particular
Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, a multiplier of 2.9 shall apply to Consultant's average hourly
Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover
Consultant employee benefits and Consultant's profit and overhead, including, without limitation, office
rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, stenographic, administrative and clerical support, other employee time
or travel and subsistence not directly related to a project.
B2.04 CALCULATION
Said Wage Rates are to be utilized by Consultant in calculating compensation payable for specific
assignments and Work Orders as requested by City. Consultant shall identify job classifications,
Page 29
ATTACHMENT B - COMPENSATION
available staff and projected man-hours required for the proper completion of tasks and/or groups of
tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2.
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by City shall, via the
Multiplier, cover all Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment
benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of
this Agreement.
B2.06 ESCALATION
Where the services for construction administration Services exceed the time frame established in the
contractor's contract for completion of construction of the Project by more than ninety (90) days, the
hourly rates depicted in Schedule 81, Certified Wage Rates, may be adjusted according to the Miami —
Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor
Statistics. Such adjustment shall be calculated by multiplying the ratio of the index in effect at that time
divided by the previous year's index by the hourly rate entries in the Wage Rate Schedule to determine
the adjusted Wage Rate Schedule. The maximum increase in any adjustment shall be limited to three
percent (3%).
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION
The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered
pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as
applicable, in the following manner:
B3.01 LUMP SUM:
Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed
Fee as deemed appropriate by the City, to be mutually agreed upon in writing by the City and the
Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of
compensation.
B3.01-1 Lump Sum Fixed Fee: shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01-2 Guaranteed Maximum Lump Sum: shall be the total maximum fee amount payable by City
wherein certain aspects, tasks or allowances may not be defined, quantified and calculated at the time of
Work Order issuance. A Guaranteed Maximum Lump Sum compensation may represent a combination of
Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or
Additional Services.
B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a
project, payments to the Consultant shall be based on a percentage of the Base Fee according to the
Phase of the Work as indicated under Section 6.01.
B3.01.4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for
any Base Fee may be equitably adjusted by mutually consent of the parties, which may be put into effect
by an amendment to the Work Order.
B3.01-5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all
services for total compensation in the amount stated above. Under a Not to Exceed Lump Sum, the
Consultant shall perform all services that may comprise "Basic Services" but may not be required by City
to perform all other services delineated in the Work Order. In either case, The City shall have no
obligation or liability to pay any fee, expenditure, charge or cost beyond the Lump Sum compensation
amount stipulated.
B3.01-6 Lump Sum compensation shall be calculated by Consultant utilizing the Wage Rates established
herein. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested
Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule
A2.
Page 30
ATTACHMENT B - COMPENSATION
B3.02 HOURLY RATE FEES
B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Sub -Consultant employees
identified in Schedule B1 Wage Rates. All hourly rate fees will include a maximum not to exceed figure,
inclusive of all costs expressed in the contract doucments. The City shall have no liability for any fee,
cost or expense above this figure.
B3.02-2 Conditions for Use:
Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to
determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or
milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate
Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will
establish an Allowance in the • Work Order that shall serve as a Not to Exceed Fee for the Work to be
performed on an Hourly Rate Basis.
B3.03 PERCENTAGE OF CONSTRUCTION COST:
This is a percentage fee based on the Total Authorized Design Value of a project said percentage being
hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and
stated in a Work Order or Notice to Proceed
B3.03-1 Fee Computation:
B3.03 The Total Authorized Design Value shall be used and identified in the Work Order as the basis
for establishing the compensatory fee for all phases identified as part of Basic Services.
B3.03 If the actual construction cost is increased during the construction phase, the "Actual
Construction Cost" shall be used as the basis for determining the fee for Construction Administration
Phase if included in Basic Services.
B3.03 The term "Actual Construction Cost" does not include any compensation to the Consultant, the
cost of the land, rights -of -way, works of art, permit fees or other costs which are the responsibility of the
City.
B3.03-2 Inclusive Fee
It is understood that with percentage compensation the Consultant shall perform all services for the
stated percentage of the construction cost budgeted when the contract is signed.
B3.03-3 . Changes to Project Scope
If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design
Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage
Rates or as mutually agreed upon.
B3.04 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable Expense.
The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations
of this Agreement as verified by supporting documentation deemed appropriate by Director or designee
including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks.
B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES:
The design of additive and deductive alternates contemplated as part of the original Scope for a Project
as authorized by the Director will be considered as part of Basic Services. The design of additive and
deductive alternates that are beyond the original Scope of Work and construction budget may be billed to
City as Additional Services. The fees for alternates will be calculated by one of the three methods
outlined above, as mutually agreed by the DIRECTOR and the Consultant.
B3.06 FEES FOR ADDITIONAL SERVICES
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ATTACHMENT B - COMPENSATION
The Consultant may be authorized to perform Additional Services for which additional compensation
and/or Reimbursable Expenses, as defined in this Agreement under Sections B3.06 and B3.04
respectively, may be applicable.
B3.06-1 Determination Of Fee
The compensation for such services will be one of the methods described herein: mutually agreed
upon Lump Sum; Hourly Rate with a Not to Exceed Limit, or Percentage of Construction Cost.
B3.06-2 Procedure and Compliance
An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall
be required to be issued and signed by the Director for each additional service requested by the City.
The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not
be exceeded, and shall comply with the City of Miami regulations, including the Purchasing
Ordinance, the Consultant's Competitive Negotiation Act, and other applicable taws.
B3.06-3 Fee Limitations
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing,
stenographic, clerical, or other employees time or travel and subsistence not directly related to a
project. For all reimbursable services the Consultant will apply the multiplier of one- (1.0) times the
amount expended by the Consultant.
B3.07 PAYMENT EXCLUSIONS
Consultant shall not be compensated by City for revisions and/or modifications to drawings and
specifications, for extended construction administration, or for other work when such work is due to errors
or ommissions of Consultant as determined by City.
B3.08 FEES RESULTING FROM PROJECT SUSPENSION
If a project is suspended for the convenience of the City for more than three months or terminated without
any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized,
performed prior to such suspension or termination, together with the cost of authorized reimbursable
services and expenses then due, and all appropriate, applicable, and documented expenses resulting
from such suspension or termination. If the Project is resumed after having been suspended for more
than three months, the Consultant's further compensation shall be subject to renegotiations.
ARTICLE B4 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the
actual amount paid by Consultant. Consultant shall utilize the City standard Consultant Invoice Form that
will be provided to the Consultant by the Project Manager.
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For those Projects and Work Orders where comprehensive design services are stipulated, said payments
shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated
below for each Phase.
B4.03 BILLING — HOURLY RATE
Invoices submitted by Consultant shall be sufficiently detailed and accompanied by supporting
documentation to allow for proper audit of expenditures. When services are authorized on an Hourly
Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving
names, classification, salary rate per hour, hours worked and total charge for all personnel directly
engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost
may be added. The Consultant shall attach to the invoice all supporting data for payments made to and
incurred by Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for
Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project
development and the total estimated fee to completion.
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ATTACHMENT B - COMPENSATION
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly in proportion to the services performed.
When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by
the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and
total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any
authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all
supporting data for payments made to or costs incurred by Sub -Consultants engaged on the project or
task.
In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project development and the total estimated fee to completion.
B4.05 DEDUCTIONS
No deductions shall be made from the Consultant's compensation on account of liquidated damages
assessed against contractors or other sums withheld from payments to contractors.
ARTICLE B5 REIMBURSABLE EXPENSES:
B5.01 GENERAL
Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of
Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual
expenditures made by the Consultant and the ConsultantS' employees, Sub -Consultants, and Special
Sub -Consultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation
Identifiable transportation expenses in connection with the Project, subject to the limitations of
Section 112.061, Florida Statutes, as amended, excluding, however, all, general automobile
transportation expenses within Miami -Dade County. Transportation expenses to locations outside
the Miami-Dade-Broward-Palm Beach County area or from locations outside the Miami-Dade-
Broward-Palm Beach County area will not be reimbursed unless specifically pre -authorized in writing
by the Project Manager. Such pre -authorization will be subject to the limitations of Section 112.061,
Florida Statutes, as amended.
B5.01-2 Travel And Per Diem
Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected
expenses for Consultant's personnel subject to the limitations of Section 112.061 Florida Statutes as
amended. Meals for class C travel inside Miami -Dade or Broward County will not be reimbursed.
Meals and lodging expenses will not be reimbursed for temporarily relocating Consultant's employees
from one of Consultant's offices to another office if the employee is relocated for more than ten (10)
consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn,
Howard Johnson or Ramada Inn. Governmental lodging will not be reimbursed within Miami -Dade,
Broward or Palm Beach County.
B5.01-3 Communication Expenses
Identifiable communication expenses approved by the Project Manager, long distance telephone,
courier and express mail between the Consultant's various permanent offices. The Consultant's field
office at the Project site is not considered a permanent office.
B5.01-4 Reproduction, Photography
Cost of printing, reproduction or photography, which is required by or of Consultant to deliver
services, set forth in this Agreement.
B5.01-5 Permit Fees
All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These
permit fees do not include those permits required to be paid by the construction Contractor.
B5.02 REIMBURSEMENTS TO SUB -CONSULTANTS
Reimbursable Sub -Consultant's expenses are limited to the items described above when the SUB -
Consultant agreement provides for reimbursable expenses and when such agreement has been
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ATTACHMENT B - COMPENSATION
previously approved in writing by the Director and subject to all budgetary limitations of the City and
requirements of ARTICLE B5 herein.
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
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, by
virtue of signing this agreement they agree to a 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.
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ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
JOB CLASSIFICATION
NEGOTIATED
HOURLY RATE
ADJUSTED
AVERAGE HOURLY
RATE 2.9
(Multiplier Applied)
Chief Engineer
$78.13
$226.58
Senior Engineer
$62.00
$179.80
Project Manager
$62.00
$179.80
Project Engineer
$47.27
$137.08
Engineer
$39.30
$113.97
Senior Technician
$31.05
$90.05
Technician
$23.00
$66.70
Page 35
CORPORATE RESOLUTION
WHEREAS, BCC Engineering, Inc. desires to enter into an agreement with the
City of Miami for the purpose of performing the work described in the agreement to
which this resolution is attached; and
WHEREAS, the Board of Directors at a duly held corporate meeting has
considered the matter in accordance with the By -Laws of the corporation;
Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that
the President, Jose A. Munoz, is hereby authorized and instructed to enter into an
agreement, in the name and on behalf of this corporation, with the City of Miami upon
the terms contained in the proposed agreement, to which this resolution is attached,
and to execute the corresponding agreement.
DATED this 4th day of June, 2008.
(Corporate Seal)