HomeMy WebLinkAboutOriginal PSA - TY Lin/HJ RossCITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category Miscellaneous Environmental Engineering Services
Contract Type Miscellaneous Services
Consultant TY Lin International / kIJ Ross
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 5
ARTICLE 2 GENERAL CONDITIONS 6
2.01 TERM 6
2.02 OPTION TO EXTEND 6
2.03 SCOPE OF SERVICES 6
2.04 COMPENSATION,.., 6
ARTICLE 3 PERFORMANCE 7
3.01 PERFORMANCE AND DELEGATION 7
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7
3.03 CONSULTANT KEY STAFF 7
3.04 TIME FOR PERFORMANCE 7
ARTICLE 4 SUB -CONSULTANTS 7
4.01 GENERAL 7
4.02 SUB -CONSULTANT RELATIONSHIPS 8
4.03 CHANGES TO SUB -CONSULTANTS 8
ARTICLES DEFAULT 8
5.01 GENERAL 8
5.02 CONDITIONS OF DEFAULT 8
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE... 8
ARTICLE 6 TERMINATION OF AGREEMENT 8
6.01 CITY'S RIGHT TO TERMINATE 8
6.02 CONSULTANT'S RIGHT TO TERMINATE 9
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9
ARTICLE 7 DOCUMENTS AND RECORDS 9
7.01 OWNERSHIP OF DOCUMENTS' ,.. 9
7.02 DELIVERY UPON REQUEST OR CANCELLATION 9
7.03 RE -USE BY CITY 9
7.04 NONDISCLOSURE 10
7.05 MAINTENANCE OF RECORDS 10
ARTICLE 8 INDEMNIFICATION 10
ARTICLE 9 INSURANCE 11
9.01 COMPANIES PROVIDING COVERAGE 11
9.02 VERIFICATION OF INSURANCE COVERAGE 11
9.03 FORMS OF COVERAGE 11
9.04 MODIFICATIONS TO COVERAGE 12
ARTICLE 10 MISCELLANEOUS 12
10.01 AUDIT RIGHTS 12
10.02 ENTIRE AGREEMENT 12
10.03 SUCCESSORS AND ASSIGNS 12
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 12
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 12
10.06 NOTICES 13
10.07 INTERPRETATION... ..........,13
10.08 JOINT PREPARATION 13
10.09 PRIORITY OF PROVISIONS 13
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TABLE OF CONTENTS (CONTINUED)
10.10 MEDIATION - WAIVER OF JURY TRIAL 13
10.11 TIME 14
10.12 COMPLIANCE WITH LAWS 14
10.13 NO PARTNERSHIP 14
10.14 DISCRETION OF DIRECTOR 14
10.15 RESOLUTION OF CONTRACT DISPUTES. 14
10.16 INDEPENDENT CONTRACTOR: 15
ATTACHMENT A- SCOPE OF WORK 19
ARTICLE Al GENERAL 18
A1.01 SCOPE OF SERVICES 19
A1.02 WORK ORDERS 19
ARTICLE A2 BASIC SERVICES 19
A2.01 DEVELOPMENT OF OBJECTIVES 20
A2.02 SCHEMATIC DESIGN 19
A2.03 DESIGN DEVELOPMENT 21
A2.04 CONSTRUCTION DOCUMENTS 21
A2.05 BIDDING AND AWARD OF CONTRACT 22
A2.06 ADMINISTRATION OF THE CONTSTRUCTION CONTRACT 23
A2.07 TIME FRAMES FOR COMPLETION 26
ARTICLE A3 ADDITIONAL SERVICES 28
A3.01 GENERAL 28
A3.02 EXAMPLES 28
A3.03 ADDITIONAL DESIGN 28
ARTICLE A4 REIMBURSABLE EXPENSES 28
A4.01 GENERAL 28
A4.02 SUB -CONSULTANT REIMBURSEMENTS 29
ARTICLE AS CITY'S RESPONSIBILITIES 29
A5.01 PROJECT & SITE INFORMATION 29
A5.03 CONSTRUCTION MANAGEMENT 30
SCHEDULE Al. - SUB -CONSULTANTS 31
SCHEDULE A2. - KEY STAFF . 31
ATTACHMENT B - COMPENSATION AND PAYMENTS 32
ARTICLE B.1 METHOD OF COMPENSATION 32
B1.01 COMPENSATION LIMITS 32
B1.02 CONSULTANT NOT TO EXCEED 32
ARTICLE B2 WAGE RATES 32
B2.01 FEE BASIS 32
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 32
B2.03 MULTIPLIER 32
B2.04 CALCULATION 32
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 33
82.06 ESCALATION 33
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 33
B3.01 LUMP SUM• 33
B3.02 HOURLY RATE FEES 33
B3.03 REIMBURSABLE EXPENSES 33
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: 33
B3.05 FEES FOR ADDITIONAL SERVICES 33
83.06 PAYMENT EXCLUSIONS 34
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 34
ARTICLE B4 PAYMENTS TO CONSULTANT .,.. 34
B4.01 PAYMENTS GENERALLY 34
134.02 FOR COMPREHENSIVE BASIC SERVICES 34
B4.03 BILLING - HOURLY RATE 35
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 35
B4.05 DEDUCTIONS 35
ARTICLE B5 REIMBURSABLE EXPENSES: 35
B5.01 GENERAL 35
B5,02 REIMBURSEMENTS TO SUB -CONSULTANTS .. 36
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TABLE OF CONTENTS (CONTINUED)
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS, 36
B6.01 GENERAL 36
SCHEDULE B1 - WAGE RATES SUMMARY 38
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CITY OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM
PROFESSIONAL SERVICES AGREEMENT
Service Category
Contract Type
Consultant
Consultant Office Location
City Authorization
Miscellaneous Environmental Engineering Services
(RFQ No. 10-11-045)
Miscellaneous Services
TY Lin International l HJ Ross
201 Alhambra Circle, Suite 900, Coral Gables, FL, 33134
Section 18-87
THIS AGREEMENT made this :day oft in the year 2012 by and
between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and TY Lin International
/ HJ Ross, hereinafter called the "Consultant:"
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 10-11-045 on October
14, 2011 for the provision of Miscellaneous Environmental Engineering Services ("Services")
and the 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 Document% 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 S ERVICES 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 Clfy 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 ail respects hereunder, the
City's performance is pursuant to the City's position as the Owner of the Protect. In the event the City
exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and
the enforcement of any rules, regulations,codes, laws and ordinances shall be deemed to have occurred
pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the
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 moire 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 the 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 andlor 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 applioable, as defined by the laws of
the Slate 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 bo
abbreviated herein as "architectural/ engineering services" or "professional services", as applicable, which
are within this definition.
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PROFESSIONAL SERVICES AGREEMENT
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.consultanf 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 the Consultant and/or the 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 means all services, materiais and equipment provided by/or under this Agreement with the
Consultant.
1.21 Work Order means a document Internal to the City authorizing the performance of specific
professional services for a defined Project or Projects.
1.22 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,
1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all
attachments and any authorized amendments thereto. In the event of a conflict between the Response to
the Request for Qualifications ("RFQ") and the Conultant's response thereto the RFQ will control. In the
event of any conflict between the The Consultant's response to the RFQ, this PSA will control. In the event
of any conflict between this PSA and its attachments this PSA will control.
ARTICLE 2 GENERAL CONDITION.
2.01 TERM:
The term of this Agreement shall be for two (2) year(s) commencing on the affective 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 plaoe 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
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set fortis 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 the Consultant shall 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 five hundred thousand dollars ($500,000.00) 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
compensatlon methodologies. The City shall not have any liability nor will the Consultant have any
recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge
beyond the compensation limits of this Agreement, as It may be amended from time to time.
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PROFESSIONAL SERVICES AGREEMENT
2.04-2 Payments
Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with
Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the
Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain
sufficient detail, to constitute a "proper invoice" as defined by § 218.72, Fla. Stat„ and to allow a
proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled
to reimbursement of travel expenses, then all bills for travel expenses shall be submitted In
accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment '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 the 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 thls Agreement. The Consultant shall respond
to the 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 the Consultant. Such request shall solely relate to said employees
work under this Agreement.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that the Consultant was selected by the City, in part, an the basis of
qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter
referred to as "Key Staff'. The Consultant shall ensure that Key Staff are available for Work hereunder as
long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of
Director or designee to change Key Staff. The 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 indiv€dual's ability to perform.
1.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed Issued by the
Director and to complete each assignment, task or phase within the tinlo 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 thls
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 firm that was identified as part of the
consulting team in the competitive selection process by which the 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 hes, 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.
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PROFESSIONAL SERVICES AGREEMENT
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 the Sub -Consultants
are entirely under his direction, control, supervision, retention and/or discharge.
4.03 CHANCES 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 the Consultant fails to comply with any term or condition of this Agreement, or falls to perform any of its
obligations hereunder, then the 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 the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation
paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the
City. The Consultant understands and agrees that termination of this Agreement under this section shall
not release the 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, the 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, the City may also suspend or withhold reimbursements from
the 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 The Consultant falls to obtain or maintain the professional engineering certification /
licensure, insurance or bonding herein required.
5.02-2 The Consultant fails to comply, in a substantlal 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 The Consultant falls 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 IVIAJl;URE
The City through the Director or designee shall provide written notice to the Consultant as to a finding of
default, and the Consultant shall take all necessary action to cure said default within time stipulated in said
notice, after which time tha City may terminate the Agreement. The City at its sole discretion, may allow
additional days to perform any required cure if the Consultant provides written justification deemed
reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified the
Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without
the necessity of any further action by the City.
Should any such failure on the part of the 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 faiture to perform or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
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PROFESSIONAL SERVIOES AGREEMENT
The City, Including the Director or designee has the right to terminate this Agreement for any reason or no
reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches,
studies, drawings, and other documents, including all electronic copies related to Work authorized under
this Agreement, whether finished or not, must be turned aver 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 the Consultant until all
documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City
except to retain the fees ,and allowable costs or reimbursable expenses ,earned compensation for the
Services that was performed in complete compilanoe with the Agreement, as full and final settlement
of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, Its
officials or employees.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this agreement, in writing, following breach by the City, If
breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a
written statement from the Consultant specifying its breach of its duties under this Agreement.
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGEN.T
The 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, andfor reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived there
from, including all electronic digital copies will be considered works made for hire and will, based on
incremental transfer wherein the above shall become the property of the City upon payments made to the
Consultant or termination of the Agreement without restriction or limitation on their use, and will be made
available, on requeet, to the City at any time during the performance of such services and/or upon
completion or termination of this Agreement, The Consultant shall riot copyright any material and products
or patent any invention developed under this Agreement. The City shalt have the right to visit the site for
inspection of the work and the products of the Consultant at anytime. The Consultant shad 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 the Consultant until the Consultant delivers all such
documents. The Consultant shall have no recourse from these requirements.
7,03 REUSE 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 the 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 Consultant 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.
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7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish ,or make available to any third
person, firrn 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 the Consultant hereunder, and the 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
The Consultant will keep adequate records and supporting documentation, which concern or reflect its
services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes
Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and
documentation will be retained by the 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, The City, or any
duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all
such records and documentation as often as they deem necessary during the period of this Agreement
and during the three (3) year period noted above; provided, however such activity shall be conducted only
during normal business hours
ARTICLE 8 INDEMNIFICATIONS
The Consultant shall indemnify and hold harmless the City, its officers, agents, directors, and/or
employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to
reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or
omission, or intentional wrongful misconduct of the Consultant and persons employed or utilized by the
Consultant in the performance of this Contract. The Consultant shall, further, hold the City, its officials
and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil
actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work, even
if it is alleged that the City, its officials and/or employees were negligent, unless cuoh inji rigs -or damages,
etre ultimately proven to -be the-resr efi-grassy+-eeg ent er s. "',,,lferaets-s ari-of-the
City, its officials -anther --employees. These indemnifications shall survive the tern of this Contract. In the
event that any action or proceeding is brought against the City by reason of any such claim or demand,
the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by
counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the
responsibility to indernnify, keep and save harmless and defend the City or its officers, employees, agents
and instrumentalities as herein provided.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's
option, any and all claims of liability and all suits and actions of every ramie and description which may be
brought against the City whether performed by the Consultant, or persons employed or utilized by the
Consultant.
This indemnity will survive the cancellation or expiration of the Agreement. This Indemnification will be
interpreted under the laws of the State of Florida, including without limitation and interpretation, which
conforms to the limitations of §725.06 and/or §725.08, Fla. Statutes, as applicable.
The Consultant shall require all Sub- Consultant agreements to include a provision that they will
indemnify the City.
The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims
which may result from any actions or omissions of the Consultant in which the City participated either
through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any
submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any
responsibility or liability of the Consultant or Sub- Consultant, under this Agreement.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent
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PROFESSIONAL SERVICES AGREEMENT
consideration for the granting of this Indemnification, the recelpt and sufficlenoy of which is acknowledged
by the Consultant.
ARTICLE 9 INSURANCE
The Consultant shall not start Services under this Agreement until the Consultant has obtained all
insurance required hereunder and the City's Risk Manager has approved such insurance.
7.06 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. Ali 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.
7.07 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. The Consultant shall maintain coverage
with equal or better rating as identified herein for the term of this contract. The 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.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk
Administrator within ten (10) days of written request.
7.08 FORMS OF COVERAGE
7.08-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY
The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000
per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall
include Premises and Operations, Contingent and Contractual Liability, and Products and Completed
Operations, with additional endorsements as applicable. The coverage shall be written on a primary
and non contributory basis with the City listed as an additional insured as reflected by endorsement
CO 2010 11186 or its equivaience. Notice of cancellation should read (30) days/ (10) days for
nonpayment.
7.08-2 BUSINESS AUTOMOBILE
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired and non owned autos with a minimal combined single limit of $1,000,000 naming the City as an
additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10)
days for nonpayment.
PROFESSIONAL LIABILITY INSURANCE
The Consultant shall maintain Professional Liability Insurance Including Errors and Omissions
coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate 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.
WORKER'S COMPENSATION INSURANCE
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each
occurrence.
SUB -CONSULTANT COMPLIANCE
The Consultant shall ensure that all Sub -consultants comply with these same Insurance requirements,
Page 11
PROFESSIONAL SERVICES AGREEMENT
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 §7.14 herein.
The 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 the City accompanied by
justification.
ARTICLE 10 MISCELLANEOUS
7.09 AUDIT RIGHTS
The City reserves the right 10 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.. The inspection and audit provisions provided for City contracts set forth in §18-101 and §
18-102, City Code, are applicable to thls Agreement and are deemed as being incorporated by reference
herein.
7,10 ENTIRE AGRE1=1UMENT
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,
7.11 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be transferred pledged, sold, delegated or assEgned, 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 assignment , sale transference without City
Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no
recourse from such cancellation. The City may require bonding, other security, certified financial
statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption
Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of
an assignment.
The Consultant and the Clty 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.
7.12 TRUTH -IN -NEGOTIATION CERTIFICATE
In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under
the Lump Surn 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 one (1) year following the end of
the Project.
7.13 APPLICABLE LAW AND VENUE OF LITIGATION
This agreement shall be interpreted and construed In accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any party, concerning this agreement, or arising out of this
agreement, shall be brought in Miami -bade County, Florida. Each party shall bear its own attorney's fees
except in actions arising out of the Consultant's duties to indemnify the Clty under 0 where the Consultant
shall pay the City's reasonable attorney's fees.
Page 12
PROFESSIONAL. SERVICES AGREEMENT
7.14 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
registered United States mall, 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,
Jeovanny Rodriguez, P.E,
Assistant Director
City of Miami
Department of Capital Improvements (CEP)
444 S.W. 2nd Ave., - es FI
Miami, Florida 33130
For Consultant:
TY Lin International / NJ Ross
Colin Henderson
201 Alhambra Circle, Suite 900
Coral Gables, FL 33134
305-567-1888
Colin.Henderson@tylin.com
7.15 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 eny 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.
7.16 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and the 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.
7.17 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 shalt prevail and be given effect.
7.96 MEDIATION -WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the
design and /or construction of the subject project(s), and/or following the completion of the projects(s), the
parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation
prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator,
who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County,
State of Florida. The parties will split the costs of a certified mediator on a 50/60 basis. The Consultant
agrees to include such similar contract provisions with all Sub -Consultants and/or independent contractors
and/or the Consultants retained for the proJect(s), thereby providing for non -binding mediation as the
primary mechanism for dispute resolution. Each party will bear their own attorney's fees.
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.
Page 13
PROFESSIONAL SERVICES AGREEMENT
7.19 TIME
Time is of the essence in this Agreement.
7.20 COMPLIANCE WITH LAWS
The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions
including, without limitation, the Americans with Disabilities Act CADA"), 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.
Non -Discrimination
The 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 the Consultant's performance under this
Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin.
The 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.
7.2re1 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 the Consultant
access to City property, Including project jobsites, if the 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 the Consultant,
7.204 ADA COMPLIANCE
The 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 dlsabted persons.
7.21 NO PARTNERSHIP
The 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.
7.22 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.
7.23 RESOLUTION OF CONTRACT DISPUTES:
The Consultant understands and agrees that all disputes between it and the City based upon an alleged
violation of the terms of this Agreement by the City shall be submitted for resolution in the following
manner.
The initial step shall be for the Consultant to notify the Project Manager In writing of the dispute and submit
a copy to the City of Miami personnel identified in Article 10.06, Notices,
Should the Consultant and the Project Manager fall 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 review 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 review the issues relative to the dispute and Issue a written finding.
Page 14
PROFESSIONAL SERVICES AGREEMENT
The Consultant must submit any further appeal in writing within five calendar days to the City Manager,
Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the
Consultant. Appeal to the City Manager for his/her resolution, is required prior to the Consultant being
entitled to seek judicial relief In connection therewith. Should the amount of compensation hereunder
exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission.
The Consultant shall not be entitled to seek judicial relief unless:
(I) it has first received City Manager's written decision, approved by City Commission if applicable, or
(11) 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 the City Manager's decision is subject to City Commission approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written
instrument(s) signed by the City Manager,
7.24 INDEPENDENT CONTRACTOR:
The 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. Acoordingly, the 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. The Consultant further
understands that Florida Workers' Compensation benefits available to employees of the City are not
available to the Consultant, and agrees to provide workers' compensation insurance for any employee or
agent of the Consultant rendering services to the City under this Agreement.
7.25 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.
7.26 'THIRD PARTY BENEFICIARY
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a
third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement.
Page 15
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST: T % ,in International / H
Signatur
r nt Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
Syr
AkiMAIO VAL1.E
Se n tip,.,
Print Name, Title of Authorized Officer or Offl
(Corporate Seal)
CITY OF MIAMI, a municipal corporation of t
State of Florida
Priscilla Thompson, City Cie_ , :t p. y Martinez , i. Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
Calvin Ellis, Direct)
Risk Management Department
APPROVED AS TO LEGAL FORM AND
CORRECTNSS:
Julie y ru, City Attorney
Page 16
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under
the laws of the State of , held on the „day of , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the
corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shall be the official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
20 .
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(1F PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the day of , , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that his/her execution thereof, attested by a partner, shall be the
official act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20 .
Partner:
Print:
Names and addresses of partners:
Name Street Address
City
State
Zip
Pate17
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing
this bid is authorized to sign bid documents on behalf of the joint venture, If there is no joint
venture agreement each member of the joint venture must sign the bid and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name)
business as (d/b/a)
executed and am bound by the terms of the Agreement
IN WITNESS WHEREOF, I have hereunto set my hand
Signed:
Print:
, individually and doing
(If Applicable) have
to which this attestation is attached.
this day of , 20
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 18
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Miscellaneous Environmental Engineering Services shall Include, but are not limited to, complete
planning and design services, programming, surveying, geotechnical, feasibility studies, options
evaluations, public meetings, detailed facility assessments, lead -based paint analysis, asbestos
surveys, mold assessments, and recommendations, cost estimates, opinions of probable
construction cost, preparation of bid and construction documents, review of work prepared by the
Sub -consultants and other consultants, field investigations and observations, construction contract
administration, as -built documentation and other related environmental services as needed to
complete the Projects. The Consultant shall provide comprehensive environmental services for
the Project for which the Consultant was selected in accordance with Section 287.055 Florida
Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA).
A1.01 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 end
the City of Miami, Florida, Code of Ordinances, and as set forth in this. Agreement and further
enumerated In all Work Orders and FDOT's latest version of the Construction Project
Administration Manual, The 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. The Consultant
shall furnish, as Basic Services, comprehensive civil engineering professional services for the
Project.
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 Proposals and
Work Order s.
A1.02 WORK ORDERS
A1.02-1 PROCEDURES
When GIP 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, Subs
Consultants, and deliverable items and/or documents.
The Director or designee may accept the Work Order Proposal as submitted, rejeot 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
The Consultant agrees to provide complete Marine and coastal 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. The Consultant shall maintain an
adequate staff of qualified personnel on the Work at all times to ensure its performance as specified In the
Agreement.
The Consultant shall submit one (1) electronic set of all documents and coven (7) copies of
documents required under Article A2, without additional charge, for review and approval by the
City. The Consultant shall not proceed with the next task of the Work until the documents have
been approved, in writing, by the City, and an Authorization to Proceed with the next task has
been Issued by the City.
Page 19
PROFESSIONAL SERVICES AGREEMENT
The Consultant is solely responsible for the technical accuracy and quality of their Work.
Consultant shall perform all Work in compliance with Florida Administrative Code Rule 61G15-
19.001(4) and Section 471,033(1) (g) of the Florida Statutes. Consultant shall perform due
diligence, in accordance with best industry practices, in gathering Information and inspecting a
Project site prior to the commencement of design. Consultant shall be responsible for the
professional quality, technical accuracy and coordination of all design, drawings, specifloation, and
other Services furnished by the Consultant under thls Agreement. Consultant shall, without
additional compensation, correct or revise any errors, omissions, andlor deficiencies in its
designs, drawings, specification or ether Services. Consultant shall also be liable for claims for
delay costs, and any increased costs ]n construotion, including but not limited to additional work,
demolition of existing work, rework, etc,, resulting from any errors, omissions, and/or deficiencies
in its designs, drawings, specification or other Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1
The Consultant shall confer with representatives of the 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
The Consultant shall, utilizing a compilation of available documentation, confer with representatives of
the 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
The Consultant shall prepare written descriptions of the various options and shalt participate in
presentations to multiple groups explaining alternative options. Sufficient detai# shall be provided to
support the presentation materials.
A2.01-4
The Consultant shall hire the appropriate sub -contractor to pravldo environmental services which are
not in -houses Such survey shall include the location of all site structures including all utility structures
and facilities. The 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 soli
engineering firm shall be billed as reimbursable expenses.
A2.02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report
The Consultant shall prepare and present, In writing and at an oral presentation If requested, for
approval by the City, a Design Concept and Schematics Report, comprising Schematic Design
Studies, including an identification of any special requirement affecting the Project, a Statement of
Probable Construction Cost, Protect Development Schedule and review of Constructability Review
reports.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations,
sections, and all other elements required by the City or Project Manager to show the scale and
relationship of the components and design concepts of the whole. The floor plans may be single -
line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be
provided to further show the design concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CS1)
format, to include a summary of the estimated project cost end an evaluation of funding allocation.
Page 20
PROFESSIONAL SERVICES A3REEMENT
Such summary shall be in sufficient detail to identify the costs of each element and Include a
breakdown of the fees, general conditions and construction contingency. Such evaluation shall
comprise a brief description of the basis for estimated costs per each element and similar project
unit casts. Costs shall be adjusted to the projected bid date. Recommendations for reducing the
scope of the Project hi order to bring the estimated costs within allocated funds, in the event that
the statement of Probable Construction Costs exceeds allocated funds, the Consultant shall
update Its documentation, at no additional cost to the City, to reflect this reduced scope. Any
'Statement of Probable Construction Costs" prepared by the Consultant represents a reasonable
estimate of cost in the Consultant's best judgment as a profeasional familiar with the local
construction Industry.
3. The Project Development Schedule shall show the proposed completion date of each task of the
Project through design, bidding, and post design services.
4. Constructability Review reports shall be conducted by the City and/or its consultants at design
stages deemed necessary by the Project Manager. The Consultant shall provide five additional
deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an
established deadline for review report submission back to the City. The Consultant shall provide
written responses to all comments within two weeks and shall maintain files of all related review
reports and response reports. ]f necessary, the City may coordinate Constructability Review
meetings with some or all of the reviewers with the Consultant present to discuss specific issues.
in addition to the Constructability Review process mentioned above, the City reserves the right to
conduct a Peer Review of the project documents at any design stage. Costof such a Peer Review
would be borne by the City. Any findings as a result of said Peer Review would be addressed by
the Consultant, and if requested by the City, would be incorporated Into the design documents, at
no additional cost to the City and no extension of time to the schedule.
A2.03 °EstGN DEVELOPMENT
From the approved Schematic Design documents, the Consultant shall prepare and present in writing,
and at oral presentations, if requested, far approval by the City, separate Design Development
Documents, updated Project Development Schedules, updated Statements of Probable Construction
Costs and a review of Constructability Review reports.
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
sections), outline specifications, and other documents.
2. Design Development consists of continued development and expansion of architectural andfor
civil Schematic Design Documents to establish the final scope, relationships, forms, size, and
appearance of each element through:
2.1 Plan sections and elevations
2.2 Typical construction details
2.3 Final materials selection
2.4 Construction phasing plan
3. The updated Development Schedules shall show the proposed completion dates of each milestone
of each Project through design, bidding, construction and proposed date of occupancy. The
Consultant will also detail all long lead procurement items and architecturally significant equipment
that wilt need to be purchased prior to the completion of Construction Documents.
4. Provide updated Statements of Probable Construction Cost. If either statement of Probable
Construction Cost exceeds allocated funds, the Consultant shall prepare recommendations for
reducing the scope of that particular Project in order to bring the estimated costs within allocated
funds. The Consultant shall update its documentation, at no additional cost to the City, to reflect
this reduced scope.
5. Constructability Review reports.
Page 21
PROFESSIONAL SERVICES AGREEMENT
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, the Consultant shall prepare for written approval
by the City, Final Construction Documents setting forth all design drawings and specifications needed
to comprise a fully biddable, permittable, constructible Project.
The Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and
approval by the 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, The 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, The Consultant may also be authorized to include in the Construction Documents approved
additive and/or deductive alternate bid Items, to permit the City to award a Construction Contract
within the limit of the budgeted amount.
5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the
Specifications completed.
6. The 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
the City in connection with alternates required by the failure of the Consultant to design the Project
within the Fixed Limit of Construction Cost.
T. The 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.
6. The Consultant shall submit the special conditions separate from the technical specifications.
9_ The Consultant shall not proceed with further construction document development until approval
of the 30% documents is received in writing from the City. Approval by the City shall be for
progress only and does not relieve the Consultant of its responsibilities and liabilities relative to
code compliance and to other covenants contained In this Agreement. The Consultant shall
resolve all questions indicated on the documents and make all changes to the documents
necessary in response to the review commentary. The 30% Documents review (check) set shall
be returned to the City upon submission of 60% complete Construction Documents and the
Consultant shall provide an appropriate response to all review comments noted on these
previously submitted documents.
A2.04-1 Maximum Cast Limit
Prior to authorizing the Consultant to proceed with preparation of Construction Document
Development, the City may establish and communicate to the Consultant a maximum sum for the cost
of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within
ninety (90) days after the Consultant submits the Finat Design to the City, the estimate of the cost of
construction shall be adjusted by the Consultant. Notwithstanding anything above to the contrary, the
City may require the Consultant to revise and modify Construction Documents and assist in the re-
bidding of the Work at no additional oast or fee to the City if all responsive and responsible bids
received exceed the Maximum Cost Limit.
A2.04-2 Dry Run Permitting
The Consultant shall file and follow-up for building permits at the earliest practicable time during the
performance of the Work, the necessary portions of the Construction Documents for approval by the
Page 22
PROFESSIONAL. SERVICES AGREEMENT
City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract
with the City, and shall assist in obtaining any such applicable certifications of permit approval by such
authorities prior to approval by the Department of the final Set and printing of the Construction
Documents. The Consultant shall promptly, at any time during the performance of the Work
hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable
Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing
Upon obtaining all necessary approvals of the Construction Documents, from authorities having
jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of
Probable Construction Cost, the Consultant shall assist the City In obtaining bids, preparing and
awarding the construction contract. The City, for bidding purposes, will have the bid documents
printed, or, at its own discretion, may authorize such printing as a reimbursable service to the
Consultant.
A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening
1. The City shall issue the Bid Dccuments to prospective bidders and keep a complete List of
Bidders
2. The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addendum or clarifications, or responses shall be Issued by
the City.
3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all
prospective bidders.
4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant
shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such
meetings.
5. The Consultant will be present at the bid opening, if requested by the City.
A2.05.3 Bid Evaluation and Award
The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and
the preparation of documents for Award of a contract. If the lowest responsive Base Sid received
exceeds the Total Allocated Funds for Construction, the City may:
1. Approve an Increase in the Projeot 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 euoh revisions within the Total
Authorized Construction Budget. The City may exercise such cption where the bid price exceeds
10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the
City and the Consultant prior to soliciting bids.
4. Suspend, cancel or abandon the Project.
NOTE: Under item 3(3) above the Consultant shall, without additional compensation, modify the
Construction Documents as necessary to bring the Probable Construction Cost within the budgeted
amount.
Page 23
PROFESSIONAL SERVICES AGREEMENT
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT
A2.06. 1
The Construction Phase will begin with the award of the construction contract and will end when the
Consultant has provided to the Clty all post construction documents, including Contractor As -Built
drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certlficate(s) of Occupancy have been delivered to the City and the City approves the final payment to
the Consultant. During this period, the Consultant shall provide administration of the construction
contract as provided by this Agreement, and as provided by law.
A2.06.2
The Consultant, as the representative of the City during the Construction Phase, shall advise and
consult with the City and shall have the authority to act on behalf of the City to the extent provided in
the General Conditions and the Supplementary Conditions of the construction contract and their
Agreement with the Clty.
A2.06-3
The Consultant and respective Suboonsultants shall visit the site to conduct field observations, at a
minimum on a weekly basis, and at ail 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 Subconsultants will not be
required to make extensive inspections or provide continuous daily on -site inspections to check the
quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be
responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well
as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for
construction means, methods, techniques, sequences, or procedures, or for safety precautions and
programs in connection with the Work. The Consultant and his/her Subconsultants will not be held
responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to
perform the work in occordanoe with the contract unless such failure of performance results from the
Consultant's acts or omissions.
A2.06.4
The Consultant shall furnish the City with a written report of all observations of the Work made by the
Consultant and require ail Sub -consultants 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 Sub -consultants shall ascertain that the
Work Is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is
making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports
shall be attached to the monthly Professional Services payment request for construction
administration services. The Consultant's failure to provide written reports of all site visits or minutes
of meeting shall result in the rejection of payment requests and may result in a proportional reduction
in Construction Administration fees paid to the Consultant.
A2.06.6
Based on observations at the site and consultation with the City, the Consultant shall determine the
amount duo the Contractor based on the pay for performance milestones and shall recommend
approval of such amount as appropriate. This recommendation shall constitute a representation by the
Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work
Page 24
PROFESSIONAL SERVICES AGREEMENT
has progressed to the point indicated and that, the quality of the Work is in accordance with the
contract and the Contractor is entitled to amount stated on the requisition subject to:
1. a detailed evaluation of the Work for conformance with the contract upon substantial completion;
2. the results of any subsequent tests required by the contracts
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 Sohedule, which shall be attached to the
Contractor's Requisition, Such statement shall be prepared immediately following the requisition field
meeting and shall not be cause for delay in timely payment to the Contractor. By recommending
approval of a Payment Certificate, the Consultant shall not be deemed to represent that the
Consultant has made any examination to ascertain how and for what purpose the Contractor has used
money paid on account of the Construction Contract Sum.
A2.06.6
The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge
of the performance there under. The Consultant shall render interpretations necessary for the proper
execution or progress of the Work upon written request of either the City or the Contractor, and shall
render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other
matters in question between the City and the Contractor relating to the execution or progress of the
Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and
reasonably Inferable from, the Contract Documents and shall be in written or graphic form.
A2.06-7
The Consultant shall have the authority to recommend rejection of Work, which does not conform to
the Contract Documents, Whenever; in his/her reasonable opinion, the Consultant considers it
necessary or advisable to insure compliance with the Contract Documents, the Consultant will have
the authority to recommend special inspection or testing of any Work deemed to be not in accordance
with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or
installed and completed.
A2.06-8
The Consultant shall promptly review and approve, reject or take action on shop drawings, samples,
RFls and other submissions of the Contractor. Changes or substitutions to the Contract 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 theshop drawings or
submittals to the Contractor with comments Indicating either approval or disapproval. The Consultant
shall provide the Contractor with a detailed written explanation as to the basis for rejection.
A2.06.9
The Consultant shall initiate and preparerequired documentation for changes as required by the
Consultants own observations or as requested by the City, and shall review and recommend action on
proposed changes. Where the Contractor submits a request for Change Order or Change Proposal
request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her
recommendation or proposed action along with an analysis and/or study supporting such
recommendation.
A2.06.10
Page 25
PROFESSIONAL SERVICES AGREEMENT
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 Protect 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 Ilst all
necessary closeout documentation from the Contractor, including but not limited to all guarantees,
operating and maintenance manuals for equipment, releases of liens/claims and such other
documents and certificates as may be required by applicable codes, law, and the contract, end deliver
them to the City before final acceptance shall be issued to the Contractor.
A2.06-11
The Consultant shall monitor and provide assistance in obtaining the Contraotor's compliance with
the its contract relative to 1) Initial Instruction of City's personnel in the operation and rnaintenance of
any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and
systems and 3) final clean-up of the Project to assure a smooth transition from construction to
occupancy by the City.
A2.06.12
The Consultant shall furnish to the City the original documents, including drawings, revised to "as -
built" conditions based on Information furnished by the Contractor; survey, and specific condition. In
preparing the "as -built" documents the Consultant shall rely on the accuracy of the information
provided by the Contractor, including the Contractor's record drawings. Any certification required
under this Agreement including the contents of "as -built" documents are 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 convergence 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 Sot" shall become the property of the City. A reproducible set of all other final
documents wilt be furnished to the City free of charge by the Consultant.
A2.06.13
The Consultant shall furnish to the City one complete set of "As-bullt Drawings", In Auto CADD
Version 2000 or such other format acceptable to the City.
A2.06-14
The Consultant shall furnish to the City a simplified site plan and floor plans) reflecting "as -built"
conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall
dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings
shall be furnished on 24" x 36" sheets and one electronic copy.
A2.06.15
The Consultant shall assist the City in the completion of the Contractor's performance evaluation
during construction work and upon final completion of the Project.
A2.07 Time Frames for Completion. The following time frames are sequential from the date of the
Notice to Proceed. A concurrent project timeline is attached as Schedule A5.
Page 26
PROFESSIONAL SERVICES AGREEMENT
Development of Objectives TBD during Negotiations
Schematic Design TBD during Negotiations
Design Development TBD during Negotiations
30% Construction Documents TBD during Negotiations
60% Construction Documents TBD during Negotiations
90% Construction Documents TBD during Negotiations
Dry— Run Permitting TBD during Negotiations
Final Construction Documents TBD during Negotiations
Bidding and award of Construction Contract TBD during Negotiations
Construction Contract Administration TBD during Negotiations
Page 27
PROFESSIONAL. SERVICES AGREEMENT
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by the 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 the City
Manager and will be compensated for as provided In Attachment B, Section B3.06.
A3.02 EXAMPLES
Except as may be specified In Schedule A herein, Additional Services may include, but are not limited
to the following:
A3.02-1
Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies
of prospective sites. Surveys of the existing structure required to complete as -built documentation are
not additional services,
A3.02-2
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and
surveys or inventories in connection with construction performed by the City.
A3.02-3
Specialty Design: Any additional special professional services not included In the Scope of Work.
A3.02-4
Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the
initial start-up, testing, adjusting and balancing of any equipment or system; extended training of the
City's personnel in operation and maintenance of equipment and systems, and consultation during
such training; and preparation of operating and maintenance manuals, other than those provided by
the Contractor, subcontractor, or equipment manufacturer. Provide Commissioning Services as part
of systems start-up.
A3.02-5
Major Revisions: Making major revisions to drawings and specifications resulting in or from a change
in Scope of Work, when such revisions are inconsistent with written approvals or instructions
previously given by the City and are due to causes beyond the control of the Consultant. (Major
revisions are defined as those changing the Scope of Work and arrangement of spaces and/or
scheme and/or any significant portion thereof),
A3.02-a
Expert Witness: Preparing to serve or serving as an expert witness In connection with any arbitration.
proceeding or legal proceeding, providing, however, that the Consultant cannot testify against the City
in any proceeding during the course of this Agreement.
A3.0247
Mlscellaneous: Any other services not otherwise included In this Agreement or not customarily
furnished in eccordance with generally accepted architectural/engineering practice related to
construction.
A3.03 ADDITIONAL DESIGN
The City may, at its option, sleet to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.41 GENERAL
Page 28
PROFESSIONAL SERVICES AGREEMENT
Reimbursable Expenses cover those services and Items authorized by the City In addition to the Basic
and Additional Services and consist of actual, direct expenditures made by the Consultant and the
Sub -Consultant for the purposes listed below. Transportation, travel and per diem expenses shall not
be considered as reimbursable expenses under this Agreement.
A4.01 -1
Communications Expenses: Identifiable communication expenses approved by the Project Manager,
long distance telephone, courier and express mall between the Consultant's various permanent
offices and Sub -consultant. The Consultant's field office at the Project site is not considered a
permanent office. Cell phones will not be considered as reimbursable expenses under this
agreement.
A4.01.2
Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is
required by or of the Consultant's part of the work, set forth In this Agreement.
Geoteehnical 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 Project Manager.
A4.01-5
Other: Items not indicated in Section 4.01 when authorized by the Project 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 the City and
requirements of this Agreement.
ARTICLE A5 CITY'S.RESPONSIBILITIES
A5.01 PROJECT & SITE INFORMATION
The City, at its expense and insofar as performance under this Agreement may require, may furnish
the Consultant with the information described below, or, if not readily available, may authorize the
Consultant to provide such information as a Basic Service or an Additional Service.
A5.01-1
Surreys: 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. The Consultant shall recommend necessary tests to the City.
A5.01-3
General Protect Information: Information regarding Project Budget, City and State procedures,
guidelines, farms, 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. The 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
Page 29
PROFESSIONAL SERVICES AGREEMENT
Reliability: The services, Information, surveys and reports described in A5.01.1 through A5.01-4
above, shall be furnished at the City's expense, and the Consultant shall be entitled to rely upon the
accuracy and completeness thereof, provided the Consultant has reviewed all such information to
determine If additional information and/or testing is required to properly design the Project.
A5.03 CONSTRUCTION MANAGEMENT
A5.03-1
During construction, the 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 the City observes or otherwise becomes aware of any fault or defective Work in the Project, or other
nonconformance with the contract during construction, the City shall give prompt notice thereof to the
Consultant.
Page 30
PROFESSIONAL. SERVICES AGREEMENT
SCHEDULE Al. - SUB -CONSULTANTS
FIRM NAME
CONSULTING FIELD
WRS Compass
Assessments, Remediation, UST
C3TS
Coastal Engineering
Vertical V, Southeast inc_
Geotechnical Engineering
Alrquest Environmental, Inc.
Air Quality
Florida Spectrum, Env., Inc.
Environmental Laboratory Testing
Avino & Associates
Surveying
SCHEDULE A2. ® KEY STAFF
NAME
JOB CLASSIFICATION
Mariano Valle, P.E.
Principal -In -Charge
Colin P. Henderson
Project Manager
Nancy Pantoja, P.E.
Quality Assurance
Francisco Alonso, P.E.
Sr. Civil Engineer
James Rosales, P.E.
Sr. Structural Engineer
Ricardo Solorzano, P.E.
Sr. Electrical Engineer
Ahmad Hammoud, P.E.
Sr, Mechanical Engineer
Roque Rokavich, P.G
Sr. Geologist
Teresa Thomas
Sr. Environmental Scientist
Jon Dunlop
Environmental Scientist
Leslye Waugh
Environmental Scientist
Roberto Rubio, PE
Structural Engineer
Mehmet Ulutas, P.E.
Mechanical Engineer
Page 31
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
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 the 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 the
Consultant's 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 the 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, CARD technicians, project managers, CIS 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 the Consultant employees at
particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, a ` P shall apply to the Consultant's average hourly
VVage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the
Consultant employee benefits and the 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 the Consultant in calculating compensation payable for specific
assignments and Work Orders as requested by the City. The Consultant shall Identify job classifications,
available staff and projected man-hours required for the proper completion of tasks and/or groups of
tasks, milestones and deliverables identified under the Scope of Work as exemplified In Schedule A2.
Page 32
ATTACHMENT B ., COMPENSATION
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the 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
There shall be no escalation clause as part of this Agreement.
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 can be a Lump Sum and must 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.O1-1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates
established herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify
its requested Lump Sum compensation. Such verlficetion shall present sufficient information as depicted
in Schedule A2.
B3.02 HOURLY RATE FEES
B3.02.1 Hourly Rate Fees shall be those rates for the Consultant and Sub -Consultant employees
identified in Schedule BI Wage Rates. All hourly rate fees will Include a maximum not to exceed figure,
inclusive of all costs expressed in the contract documents. 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 aspoots, tasks, man-hours, or
milestones far 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 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the 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 Expanse.
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 bile, Itemized invoices and/or copies of cancelled checks.
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES:
The design of additive and deductive alternates contemplated as part of the original Scope for a Project as
authorized by the ❑irector 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 he billed to
the 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.O5 FEES FOR ADDITIONAL SERVICES
Page 33
ATTACHMENT - 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 B3.05 and B3.03
respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and
worksheets which can be found on the City's Webpage at
www,miamigov.com/capitalimprovements/paoes/ProcurementOpportunities.
The webpage also provides the procedures for completing these forms. Failure to use the forms or follow
the procedures will result In the rejection of the Work Order Proposal.
B3.05.1 Determination Of Fee
The compensation for such services will be one of the methods described herein: mutually agreed
upon Lurnp Sum; Hourly Rate with a Not to Exceed Limit.
B3.05-2 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 Consultants' Competitive Negotiation Act, and other applicable laws.
B3,05-3 Fee Limitations
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not Include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing,
stenographic, clerical, or other employees time or travel and subsistence not directly related to a
project. For all reimbursable services and sub -consultant costs, the Consultant will apply the multiplier
of one- (1.0) times the amount expended by the Consultant.
B3.06 PAYMENT EXCLUSIONS
The Consultant shall not be compensated by the 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 omissions of the Consultant as determined by the City.
B3.07 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 expanses 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. The Sub -Consultant fees and Reimbursable Expenses shall be billed to the City In
the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can
be found an the City's Webpage at
www.miarnieov.com/Capitallmprovements/pales/ProcurementOpportunities. Failure to use the City Form
will result in rejection of the invoice.
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.
Page 34
ATTACHMENT B COMPENSATION
B4.03 BILLING — HOURLY RATE
invoices submitted by the Consultant shell 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 the
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.
B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly In proportion to the services performed.
When such servioea 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 the Sub-Consuttants 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 andfor Additional Services) and consist of actual
expenditures made by the Consultant and the Consultants' employees, the Sub -Consultants, and the
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 nct 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 the Consultant's personnel subject to the limitations of Section 112.061 Florida Statutes
as amended. Meals for class C travel Inside Miami -Dada or Broward County will not be reimbursed.
Meals and lodging expenses will not be reimbursed for temporarily relocating the Consultants
employees from one of the Consultants 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 mall between the Consultant's various permanent offices. The Consultant's field
office at the Project site is not considered a permanent office. Cell phones will not be considered a
reimbursable expense.
Page 35
ATTACHMENT B- COMPENSATION
B5.01-4 Reproduction, Photography
Cost of printing, reproduction or photography, which is required by or of the 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 THE 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
previously approved in writing by the Director and subject to all budgetary limitations of the City and
requirements of ARTICLE B5 herein.
ARTICLE B6 NIPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It Is understood that all Consultant agreemonts-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.
Page 36
ATTACHMENT B— COMPENSATION
SCHEDULE Al. - SUB -CONSULTANTS
FIRM NAME
CONSULTING FIELD
WRS Compass
Assessments, Remediation, UST
C3TS
Coastal Engineering
Vertical V, Southeast Inc.
Geotechnical Engineering
Airquest Environmental, Inc.
Air Quality
Florida Spectrum, Env., Inc.
Environmental Laboratory Testing
Avino & Associates
Surveying
SCHEDULE A2. - KEY STAFF
NAME
JOB CLASSIFICATION
Mariano Valle, P.E.
Principal -In -Charge
Colin P. Henderson
Project Manager
Nancy Pantoja, P.E.
Quality Assurance
Francisco Alonso, P.E.
Sr. Civil Engineer
James Rosales, P.E.
Sr, Structural Engineer
Ricardo Solorzano, P.E.
Sr. Electrical Engineer
Ahmed Hammoud, P.E.
Sr. Mechanical Engineer
Roque Rokovich, P.G
Sr. Geologist
Teresa Thomas
Sr. Environmental Scientist
Jon Dunlop
Environmental Scientist
Leslye Waugh
Environmental Scientist
Roberto Rubio, PE
Structural Engineer
Mehmot Ulutas, P.E.
Mechanical Engineer
Page 37
ATTACHMENT B - COMPENSATION
ATTACHMENT B COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
NAME
JOB CLASSIFICATION
NEGOTIATED
AVERAGE
HOURLY RATE
ADJUSTED
AVERAGE
HOURLY RATE
(2.9 Multiplier
Applied)
TY Lin International / HJ Ross
Mariano Valle, P.E.
Principal -in -Charge
$77.00
$223.30
Colin P. Henderson
Project Manager
$52.25
$151.53
Nancy Pantoja, P.E.
Sr, Engineer
$50.63
$146.83
Francisco Alonso, P.E.
Sr. Civil Engineer
$50.63
$146.83
Ricardo Solorzano, P.E.
Sr. Electrical Engineer
$50.63
$146 83
Ahmad Hammoud, P.E.
Sr. Mechanical Engineer
$50.63
$146.83
James Rosales, P.E.
Sr. Structural Engineer
$50.63
$146.83
Roque Rokovich, P.G
Sr. Geologist
$48,75
$141.38
Roberto Rubio, PE
Project Structural Engineer
$41.11
$119.22
Mehmet Mites, P.E.
Project Mechanical Engineer
$41.11
$119.22
Marco Lux, P.E.
Project Engineer
$41.11
$119,22
Teresa Thomas
Project Env. Engineer
$41.11
$119.22
Jon Dunlop
Environmental Scientist
$35.00
$101.50
Leslye Waugh
Environmental Scientist
$35.00
$101.50
Aaron Quesada
Environmental Scientist
$35.00
$101.50
Alberto Martell
CADD Technician
$20.60
$59.74
Hector Garcia
CADD Technician
$20.60
$59.74
C3TS
Ramon Castella
Project Manager
$52.25
$151.53
Terrance Glunt, P.E.
Sr. Engineer
$60.63
$146.83
Jeff Marcus, PhD
Sr. Environmental Engineer
$50.63
$146,83
Kathryn Skindzier
Environmental Scientist
$35.00
$101.50
Page 38
ATTACHMENT B —COMPENSATION
Avino & Associates
Jorge Avino, PE, PLS
Sr. Engineer
$50.63
$146,83
Benigno Suarez, PLS
Surveyor
$35.12
$101.85
WRScompass
Andrew Hopper, PE, GC
Project Manager
$52.25
$151.53
Yudex Hasbun, PE
Sr. Engineer
$50.63
$146,83
Andrew Frost, PE
Sr. Engineer
1
$50.63
$146.83
Mark White, PG
Sr. Geologist
$48.75
$141.38
John Cirninelli
Environmental Scientist
$35,00
$101.50
AirQuest Environmental
Traci -Anne Boyle, CIH
Environmental Scientist
$35.00
$101.50
James Whalen
Environmental Scientist
$35.00
$101,50
Paul LeBlanc
Environmental Scientist
$35.00
$101,50
Vertical V-Southeast. Inc,
Steven Black, P.E.
Project Manager
$52.25
$151.53
Alfredo Budnik, P.E.
Geotechnlcal Manager
$52.00
$150.80
Henry Morales
Field Technician
$17.00
$49.30
Florida Spectrum Envlronmental Servlces
Maria Castellanos
Environmental Scientist
$35.00
$101.50
Lyle Johnson
Environmental Scientist
$35.00
$101.50
3 Man Crew daily burdened rate is $871.60
4 Men Crew daily burdened rate is $1072,80
, The multiplier is not applicable to the 3 and 4 Man Crew rates,
Page 39
CORPORATE RESOLUTION
WHEREAS, T.Y. Lin International
, Inc. desires to enter into
an agreement/amendment with th•e 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 Senior Vice President
(type title of officer)
Mariano O. Valle , 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 q+L, day of t i:aii , 20 }c),_. .