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HomeMy WebLinkAboutProfessional Services AgreementCITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Landscape Archltectura Contract Type Miscellaneous Services Consultant Kimsey Horn and Associates TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AgTICLE 2 GENERAL CONDITIONS,; . 2.01 TERM: .. 2.0 Os1 TIONS TO EXTEND. 2.03 SCOPE OF SERVICES ... . 2.04 COMPENSATION.. .....;:., ARTICLE 3 PERFORMANCE_ ,.....„,,............ ........ ......... .......,. 3.01 PERFORMANCE AND DELEGATION , .......... ..... 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL.-...,...... ... .......... ........ 3.03 CONSULTANT KEY STAFF ....: .. ........:, .......... ..-...... .... ......., 3.04 TIME FOR PERFORMANCE,,,,,......„-, ........; ARTICLE 4 SUB -CON ULTA ........ .....::.. .......:. ......... ......... ............ 4.01 GENERAL 7 4.02 SUB -CONSULTANT RELATIONSHIPS. „ ... 4.03 CHANGES TO SUB -CONSULTANTS .......:..... ARTICLE 5 DEFAULT............................................... 6.01 GENERAL .f, ..... .02 CONDITIONS OF DEFAULT 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE.... ARTICLE 6 TERMINATION OF AGREEMENT............ 6.01 CITY'S RIGHT TO TERMINATE, .. 6,02 CONSULTANT'S RIGHT TO TERMINATE... ........ .......... ,,..,,,, 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.. ARTICLE7 DOCUMENTS AND RECORDS ..... ..........rr ,,.......,., 7.01 OWNERSHIP OF DOCUMENTS 7.02 DELIVERY UPON REQUEST OR CANCELLATION, .9 7,03 REUSE BY CITY-,. ..,. ,. ... 7.04 NONDISCLOSURE. 9 7.05 MAINTENANCE OF RECORDS. ARTICLE 8 INDEMNIFICATION__ ................. ARTICLE 9 INSURANCE .... ...... ....... . .11 9.01 COMPANIES PROVIDING COVERAGE ......:. . . ...... ............: 9.02 VERIFICATION OF INSURANCE COVERAGE .....,.,. 9.03 FORMS OF COVERAGE,.. ... .. .... .... i 9.04 MODIFICATIONS TO COVERAGE .12 ARTICLI. 10 MISCELLANEOUS. ....,.12 10.01 AUDIT RIGHTS. 10.02 ENTIRE AGREEMENT....,_.....,..,,........,..,.........„,,..., 10.03 SUCCESSORS AND ASSIGNS ,.....: e,.;r 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE ...: ..... .... .; , 13 10.05 APPLICABLE LAW AND VENUE OF LITIGATION....,..;, 10.06 NOTICES,. .13 10.07 INTERPRETATION.„..........„,_„ ..,14 10.08 JOINT PREPARATION .14 10.09 PRIORITY OF PROVISIONS.„.-„„„....„,„,, ..,.,.,.,.,......14 10.10 MEDIATION - WAIVER OF JURY TRIAL . ,14 10.11 TIME . „ . . . .......... ........ .14. 5 ;5 .6 6 pace 1 \ ` " ("`�N''U+^) ARTIQLE Al --~2 -WORK ---E'-~'~.... `~,--^°'~°°~`~'"~-~~'......................... -~_~-°u^........... ....... ~._.... 2v 82,01 ~,°� __. ~__ � _ B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES_, .......... ...... � 86,02 REIMBURSEMENTS TO , ` THE ` LRTICLE136 COMPENSATION. FOR REUSE, OF PLANS AND SPECIFICATIONS ....... ` 12,13-019 -- Page ural Services ervice Category Contract Type Consultant Consultant Office Location City Authorization CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROG PROFESSIONAL SERVICES AGREEMENT Miscellaneous Landscape Architects (RFQ No.12.13-018) Miscellaneous Services Kirniey'Horn and Associate: 1221 Srickell Avenue, Suite 400, Mla'. Section 18-87 THIS AGREEMENT made this between THE CITY OF :MIAMI, FLORIIDA, hereinafter called th Associates hereinafter called the "Consultant." RECITAL M in the year 2014 by and „City," and kimley Horn and A. The City issued a Request for Qualifications ("RFQ") No, 12-13-019 on Friday, March 1, 2013 for the provision of Miscellaneous Landscape Architectural Services ('Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the. ost qualified for the provision of said Services, The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, ly incorporated into and made a part of this Agreement as if set forth in 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, hereinafter referred to as'`CCNA"), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSTH, that the City and as follows; Miscellaneous Landscape Arclute KinaleyHorn and Associates 2- .3-019' Page 3 PROFESSIQNAr_ SERVICES AGREEMENT` ARTICLE 1 DEFINITIONS, 1.01 Additional Services means any Work defined a Florida Statutes and City Code, 1.02 Attachments means the Attachments to this Agreement a and made a part of this Agreement as if set forth in full, Base Fee means the amount of compensation mutually agreed upon fo 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 Mia ley Manager. such in Work Order, secu sd in compliance xpressly incorporated by refer the ith npietion of Basic ns the duly appointed chief administrative officer of the City of Miami. City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, :laws and ordinances shall be deemed to have occurred pursuant to 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 City Risk Manager shall mean the Risk Manager of the City of Miarni who heads the Departmf Risk Management: 1.09 Commission means the legislative body of the City of Mia 1.10 Community Business Enterprise ("CBE") means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the prime proposer as required pursuant to City Code §18-87. 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. 12 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, 1.13 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. 4 Inspector means an employee of the City or of a consulting firm hired by the Cityan the City to make observations of Work performed by a Contractor. Key Personnel means Staff positions assigned on a full time basis to the Program by the Progrgn Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.16 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 ail conditions precedent have been met and/or directing that the Consultant may begin work on the Project. miscellaneous Landscape Architeckt7 Kimiey Horn and Associates Page 4 PROFESS ONALSERVICES AGREEMENT 1.17 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. 1.18 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City, The Project or Projects shall be further defined in the Scope Of Services and/or Work Order issued pursuant to this Agreement. 1.19 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered sun/eying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/ engineering services" or "professional vices", as applicable, which are within this definition. ssional Services Agreement ("Agreement" or "PSA") means this Agreement and all chments 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. .21 Risk Administrator `means -'the City's Risk Management Administrator, or designee, or th individual named by the City Manager to administer matters relating to insurance and risk of loss for the City 1.22 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: .23 Sub -consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or ssk', 1.24 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. .25 Work means all services, rna onsultant. 1,26 Work Order means a document internal to the City professional services for a defined Project or Projects, 1.27 Work Order Proposal means a dooument prepared by the Consultant, at the Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes- and is not to be considered o interpreted as a time limitation. This Agreement shall be in place until completion of the Project 2.01. 1, Extension of Expiration Dat In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. Is and equipment provided by/or under this Agreement with th tuthorizintd the performance of sped equest of the City for Miscellaneous Lancisc rp Arc hitectuervi:ces IUmiey; Horn and Associat PROFESSIONAL S 2.02 OPTIONS 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 faith in Attachment "A"' hereto (to be Determined), which by this reference is incorporated into and made a part of this Agreement, 2.03.1 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION !REQUIREMENTS ORDINANCE 13331, codified as § 18.87(p), City Code. Prospective Firms must adhere to the following requirements: Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise (""CBE"); Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the City's CBE requirements, visit the CIP website at: httearidev.miarni ov.c+ rriina lit limpravemefea iesi rocurementOt E f 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a Iump 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 Two Hundred Fifty Thousand Dollars ($260,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. 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 tirrie. 2.04.2 Payments Unless otherwise specifically provided in Attachment 13, 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, Fia. 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.t61, Florida Statutes, The Consultant shall utilize Attachment"C" for the submission of invoices, Miscsllaneou Kimley Horn aaa ,andscape Air Associates Page 6 PROFESSIONAL Si=RV10ES AGREEMrwNT ARTICLES PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the _'Consultant's own staf otherwise provided in this Agreement, or approved, in writing by the City. Said approve/ shall 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 this 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, on the b qualifications of particular staff identified in the Consultant's response to the City's solicitation, heroine referred to as "Key Staff'. The Consultant shall ensure that Key Staff are available for Work hereunder long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptant 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 individual's ability to perform, 3.04 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 time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phasesmay granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of tirne shell not be cause for any claim by the Consultan for extra compensation. ARTICLE 4 SUB -CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1 is a firm that was identified as part of 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 referent 4.01-2 A Specialty Sub -Consultant is a person ar organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02.1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. iscellaneoiis Landscape Arc ltrnleyHorn and Associates PROi"E IONAL SERVICES 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 CHANGES TO SUB -CONSULTANTS The Consultant shall not add or modify change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE - DEFAULT 5.01 GENERAL if the Consultant fails to comply with any term or condition of this Agreement, or fails 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 shalt 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; 02-1 The Consultant fails to obtain or maintain the professional engineering certification / licensure, insurance or bonding herein required, .02-2 The Consultant fails to comply, in a substantial or material sense, with arty 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, 502.3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant as to a findin default, and the Consultant shall take all necessary action to cure said default within time stipulated in said notice, after which time the City may terminate the Agreement, The City at its sole discretion, may allow additional days to perform any required cure if 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 Maeure as th is Interpreted' under Florida law, then the City may allow an extension of time reasonably commensur with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned aver to the Director or designee. The Consultant Miscellaneous Landscape Archttectur 1 Services RFQ No. 1:2-1 1. Klmley Horn and Associates ZONAL SERVICES AGREEMENT 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, The Consultant shall have no recourse or remedy from any termination made by the City xcept to retain the fees, and allowable costs or reimbursable expenses ,earned compensation for the Services that was performed in complete compliance with the Agreement, es 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 thisAgreement, 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 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, comrriission, percentage, gift, or consideration. ARTICLE 7 DQCUIVIENT$ AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived 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 an their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination .of this Agreement. The Consultantshall not copyright any material and products or patent any invention developed under this Agreement, The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project 7,02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers ail such documents. The Consultant shall have no recourse from these requirements: 7.03 RE -USE BY CITY It is understood that all Consultant agreements and/or Work Orders for new work will Include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this agreement 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 reuse by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement, 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information Miscellaneous Landscape Architectur Kimley^ Born and Associates RFQ No. 12-13-019 Page 9'' PROFESSIONAL SE f vrC S AGREEMENT concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, Sub -Consultants, arid subcontractors to comply with the provisions of this paragraph. 7.06 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder.. Records subject to the provisionsof 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, rar 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 suchactivity shall be conducted only during normal business hours, Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation; (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer , at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; (5) All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 119.0701 Contracts; public records. (1) For purposes of this section, the term; (a) "Contractor" means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public a ency as provided under s, 119.011(2),_ (b) °Public agency" means a state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit of government created or established by law. (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service, (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and ata cost that does not exceed the, cost provided in this chapter' or $ otherwise provided by law. Ensure that public records that are exempt or confidential and exempt from public records disclosure ents are not disclosed except as authorized by law. (d) Meet all requirements :for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that Is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency contract provisions in accordance with the contract. Miscoilanoous L ndscape Archit Kimley Horn an Associates l Services RFQ N 12- PROFESSIONAL SERVICES AGREEMENT ARTICLM S INDEMNIFICATIONS The Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively 'referred to as "lndemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection with (1) the performance or non-performance of the duties, responsibilities, standards, services, supplies, materials and equipment contemplated by this Agreement which is directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties "") regardless of whether it is, or is alleged to be, caused in whole or part (whether point, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or indernnitees or any of them, or (it) the failures of the CONSULTANT to comply with any of the provisions herein; or (lit) the failure of the CONSULTANT , or the Indemnitees,;if applicable, to conform to statutes, ordinances, rules,. or other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, in connection with the granting approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements° or similar limitations imposed on such agreements by law, CONSULTANT expressly agrees to indemnify arid hold harmless the lndemnitees, or any of them, from and against all liabilities which may asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar' laws. This section shall be interpreted and construed in 'a manner to comply with any applicable Florida Statutes, including, without limitation, Sections. 725.06 and 725 09, F.S.; if applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration of the Agreement. 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 wayassun 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 consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained insurance required hereunder and the City's Risk Manager has approved such insurance. .tit CQIMMPANIES PROVIDING COVERAGE AG Ali insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classificationrequired 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 thiscontract. 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. Iiscellaneous Landscape Architoctt T<hnley Horn and Associates RPQ. No. 12-13-019 Page 1 1 PROFESSIONAL SERVICES AGREEMENT The Consultant shall furnish copies of insuranc+ Administrator within ten (10) days of written request. 03 . FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shill 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 CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) clays for nonpayment. 9.03-2 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. 9,03-3 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 maintainedfor at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9.03-4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida S Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each. occurrence. 9.03-s US -CONSULTANT COMPLIANCE policies pertaining to this Agreement to Ri The Consultant shall ensure that all Sub -consultants requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, ooverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Consultant in accordance with §10.05 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 1Q MISI CELLiAN US 10.01 AUDIT RIGHTS The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three(3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in §18-101 and § 18- 102, City Code, are applicable to this Agreement and are deemed as being Incorporated by reference herein, 10-02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or comply with these same insurance andscape .Architectural Services Associates RFQ No. 12-13-019 Page 12 PROFESSIONAL SERVICES AGREEMENT reements, written or oral, This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith, Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement, 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City_ Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment , sate transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such eancellatlon, The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their padriers, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, teal representatives and assigns of such party in respect to all covenants of this Agreement, 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual tinit 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 end of the Project. 10.06 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 greement, shall be brought in Miami -Dade County, Florida, Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under 0 where the Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place far givingg 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` Mr, Mark Spanioli, RE. Director Capital Improvements Program City of Miami Department of Capital Improvements (GIP) 444 S.W. 2nd Ave,, - cith Fl Miami, Florida 33130 Miscellaneous Landscape Architectural Services RFQ No, 12--1,r019 Page 1 itimley Horn and Associates PROFESS]ONAL SERVICES AGREEMENT Mr. Jeovanny Rodrigue Assistant Director City of Miami Department of Capital Improvements (CIP) 444 SS.W..2nd Ave,, - 8t",FI Miami, Florida 33130 For Consultant: Mr, Aaron Buehler, PE VP Principal imley Horn and Associates 1221 Brickell Avenue, Suite 400 Miami, FL 33131 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto, The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement, All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires: Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whale and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and 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 10.09 PRIORITY OF PROVISIONS if there is a conflict or inconsistency between any term, statement'requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. MEDIATION - WAIVER OF JURY TRIA' n effort to engage in a cooperative effort to resolve conflict which may arise during the course of the in and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree ail 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 O/50 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 atterney's fees. in an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury t to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreemen 10.12 COMPLIANCE WiTH LAWS The Consultant shall comply with all applicable laws, codes, ordinances,'' rules, regulations and resolutions including, without limitation, the Aixierlcans with Disabilities Act (ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to Miscellaneous Lan dscape .Architect . Kimley Born and Associates ,vies RFQNr Page 14 PROFESSIONAL SERVICES AGREEMENT this Agreement. The Consultant represents and warrants th provided by law in connection with the performance of thin ag 10.12.1 NON -DI ZCRiNI1NATION 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, 10.12-2' OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse 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, 10.12-3 ADA COMPLIANCE ion as there shall be no unlawful discrimin eement. 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 nondiscriimination on the basis of disability) and ail applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons 10.13 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 10.14 DISCRETION OF DIRECTOR Any matter riot expressly provided for herein dealing with the exercise of the reasonable professional discretion designee.. 10.15 RESOLUTION OF CONTRACT DISPUTES: The Consultant understands and agrees that all disputes betw� violation of the terms of this Agreement by the City shall be manner, The initial step shall be for the Consultant to notify the Project Manager in writing of the disput submit a copy to the City of Miami personnel identified in Article 10,06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant their dispute in writing, with all supporting documentation, to the Assistant Director -Contracts, in Article 10.06, Notices. Lipari receipt of said notification the Assistant Director -Contracts the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant DirectorCantracts 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. 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: he City or decisions of tine City shall be within of the Director or the Director's authorized Mtsceli Kimley Ho ous Landscape Architectural Ser and Assodate5 it and the City based upon an alleged, submitted for resolution in the following 019 and hall submit as identified ;hall review PROFESSIONAL SERVICES AGREEMENT () it has firs or (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed 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 writt instrument(s) signedby the City Manager. 10.16 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. Accordingly, 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. 10,17 CONTINGENCY CLAUSE: Funding forthisAgreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY BENEFICIARY 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, ived ity Manager's written d 10.19 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation, If submitted either purposely, through intent or design,, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/respondent's authorized signature affixed to the bidder's/ respondent's acknowledgment form attests to this, if a Professional Services Agreement (WA") or other Agreement is provided by the City and included In this solicitation no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this Professional Services Agreement ("PSA") or other Agreement. ision, approved by City Commissi+ rt if applicable, Miscellaneous Landscape Archtursl Sep vises RFQ No. 1.2-13 01.E Fag e 1,6 lihnley Horn and Associates IN WITNESS WHEREOF, the pa above written. WITNESS/ATTEST: Signature Print Neine, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if av ATTEST: APPROVED AS TO) REQUIREMEr4T, CaIvin Ellis Risk Man ellaneous Landscape Architectt ley Horn and Associates PROFESSIONAL: executedthis Agreement Kimley Horn and A Mr. Aaron RVIOES AGRIEMEN CITY OF MIAMI, a rnunf""c pal corporation of the State of Florida Da APPROVED AS TO LEGAL FORM AND C1RRECTNESS: Mende , City A Page 16 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY HEREBY CERTIFY F CORPORATION) meeting of the Board of Directors of , a corporation organized and existing under, the Laws of the State of , held on the day of 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 VVH REOF, I have hereunto set my hand this day of 20 Secretary: Print: CERTIFICATE OF AUTHOR! HEREBY (IF PARTNERSHIP) that at a meeting of the Board of Direc a partnership organized and existingd 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 partrier„ 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 artner Na nne Street Address ity t to dip Miscellaneous Landscape Archite Kinaley`Horn ntsd Associates 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 STATE OF COUNTY OF NOTARIZATION ) The foregoing instrument was acknowledged before 20 , by known to me or who has produced (did / did not) take an oath; e this day of who is personally identification and who SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Miscellaneous Landscape Architectural Services' ICin7ley Horn and Associates Page 1 PROM SSI tNAL S RVIC S AGRE ME NT ATTACHMENT A SCOPE OF WORK ARTICLE Al GENERAb Miscellaneous Landscape Architectural Services shall include, but are riot limited to, services to assist the City in fulfilling its responsibilities under Miami 21 and all other relevant State, County and City_ ordinances, May also include planning and design services, programming, schematics, scheduling, inspection, feasibility studies, options evaluations, public meetings, irrigation, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by Sub -consultants and other consultants, field investigations and`observations, post design services, construction administration, and other related Services as needed to complete the Project. Consultant shall provide comprehensive Landscape Architectural services for the Project For which Consultant was selected 1n accordance with Section 287.056 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform ail or some of the services presented in this Agreement, depending on the needs of the City for the Project, Consultant shall furnish, as Basic Services, comprehensive landscape architectural 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 Orders: A1,02 WORK ORDERS A1,02.1 PROCEDURES When CIP has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee, The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub- Consultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal, Upon acceptance of a Work Order Proposal CIP will prepare a Work Order that will be reviewed by CIP staff and the Director or designee. Upon approval CEP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. Miscellaneous Landscape Architecture Kittmley Horn and Associates vices RFQ No. 12µ1.3 019 Page 19 PROFESSIONAL SERVICES AGREEMENT ARTICLE A2 BAstgiovicEs Consultant agrees to provide complete Landscape Architectural service as set forth in the tasks enumerated hereinafter, in accordance with Florida. Statute 481,311, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance a specified in the Agreement, Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City, 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, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or _revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, 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 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various:elements of the project will be designed and constructed, A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the Items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation rnateriais. A2,02 SCHEMATIC DESIGN` A2.02«1 Design Concept and Schematics Report Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting, the Project, a Statement f Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single Miscellaneous Lndscape Arehltectu 'iimley Horn and Associates 1ServIces RFQNo. :12-1:3 019 PROFESSIONAL SERVICES AGREEMENT line diagrams. A simple perspective r provided to further show the design concept, eying or sketch, model ar photograph hereof may be A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs, per each element and similar project unit costs. Costs shall be adjusted to the projected bid date, Recommendations for reducing the scope of the Project In order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry: The Project Development Schedule shall show the proposed completion d Project through design, bidding, and post design services, 4. Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. Consultant shall provide five additional deliverable plan sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to City. Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. in addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the project documents at any design stage, Cost of such a Peer Review would be borne by City, Any findings as a result of .said Peer Review would be addressed by Consultant, and if requested by City, would be Incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT m the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports, The Design Development Documents shall consist of drawin sections), outline specifications, and other documents. Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of eachelementthrough: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2,4 Construction phasing plan . The updated Development Schedules shall show the proposed completion dates of each milestone, of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction. Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shali prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. (site plans, floor plans, elevations, Miscellaneous Landscape Arch ICiniley Horn and. Associates ctural Services RR2t2 No. 1.2-13-019 Page 21 PROFESSI 7NAt. SERVICES AGREEMENT 5 Constructabiiity Review reports A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents Consultant shall prepare for written approval by City, Final. Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Do by City, which shall include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline; Drawings_ not included in the 30%, 60%, 90°lo and Final review shall be noted. Consultant shallattach 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 conructionmilestone activities and the recommended construction duration period in calendar days. An updated Statement of Probable Construction Cost in CSI form, 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive- alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications index Specifications completed. Docu uments for review and approval t Pro ject'Manual with at least 0%, 0%, 00%° and ents submittal shall also include all sections of Divis ions Final of the "0" and 6. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. . Consultant shall not proceed with further construction document development until approv the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 50°/0 complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction- Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). if the City hes not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction DocUrnents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Coat Limit. A2.04-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval; by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any., substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirements) of such. Miscellaneous Landscape Architectural Services MalleyHorn and Associates PROFESSIONAL SERVICES AGREEMENT Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications, Consultant shall also provide digital versions of the drawings in ;dwg, ,plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats, A2.05 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, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant: A2.05.2 Issuance of Bid Documents, Addenda and Bid Opening: 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List Bidders, 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. The Consultant shall prepare revised plans, it prospective bidders. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Sub -Consultants at such meetings: 5. The Consultant will be present at the bid opening, if requested by the City, A2.05-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bide and the preparation of documents for Award of a contract. if the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all, bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope andtor quality of construction, and rebid the Prep The Consultant shall, without additional compensation, modify the Construction Docume as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construotion Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE Under item 3 above the Consultant shall,' without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A206-1 The Construction Phase will begin with the issuance of the Notice to Proceed and will' end when the Consultant has provided to the City ail' post construction documents, including Contractor As. Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant, During this period, the Consultant shall provide administration of the construction contract' as provided by this Agreement, and as provided by law, A2,06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf' of the City to the extent provided uired, for the City to issue to all NSiscellaneons Landscape Archi f<imley Horn and Associates Page 23 PROFESSIONAL. SERVICES AGREEMENT in the General Conditions and the Suppler their Agreement with the City. A2.06-3 The Consultant andrespective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, In general, if the Work is proceeding in accordance with the Contract Documents, The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or will not be required to make extensive inspectionsor provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will riot be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractors or sub -contractors`, or any of their agents° or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions, A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all 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, The Consultant shall submit the reports in a timely manner, The Consultant and Sub-Consultantshall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the `"as -built" drawings, Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 1. Based on observations at the site and consultation with the City, the Consultant shal determine the amount due to the Contractor based on the pay for performance milestones` and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's': knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated' on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a to the City on the status of the Work relative to the Construction Schedule, which shalt 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 Contragtcr. By recommending approval of a Payment Certificate, the Consultant shall riot 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, A2a16-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the, performance thereunder. The Consultant shall reader interpretations necessary for nary Conditions of the can uction contract and Miscellaneous'Landscape Architectural Services RFQ No. 1 - l<imley Horn and Associates -019 Page 24 3ioNAE_ $Et VICES.AGRE.EMENT the proper execution or progress of the Work upon written request of either the City or the Contractor, and shelf 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. A' 06-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06.8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFis and other submissions of the Contractor, Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RPF's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70, A2.06.9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or es 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, A.06.10 Consultant shall examine the Work upon receipt of the Contractor's request for substantial mpletion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements, The Consultant shall in .conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in acoordance with Plerida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all ;necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manusis for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be Issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) ;initial instruction of City's personnel In the operation and trraintenance of any equipment or system, 2) initial start-up and testing, adjusting and baianoing of equipment and systems and 3) final cleanup of the Project to assure a smooth transition from construction to occupancy by the City.' A2,06-1 2, The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant, The Contractor is responsible for preparing the "as built" drawings, cello eon s Landscape Architectural Se vice "RFQ No, 1243-019 �ley Horn and Associates Page 21 PROFESSIONA ERVICES AGREEMENT A2.08.13 The Consultant shall furnish to the City the original documents, includingdrawings, revised to "as - built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "Record Set" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings, Any certification required under- this Agreement including the contents of"as-built" documents is conditioned upon the accuracy of the information and documents provided by the construction' contractor. Transfer of changes made by "Change Authorization", "Change Order" "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "Record Set" and record documents, Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become' the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set 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 plan(s) reflecting "as -built" conditions with graphic scale and north arrow, Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance` evaluation during construction work and upon final completion of the Project. amount. A2,07 ADMINISTRATION sTRATION OF THE CONSTRUCTION CONTRACT A2,07-1 The Construction Phase will begin with the issuance of a Notice to Proceed (NIP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate() 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. A2M7.2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field Inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with. the Contract Documents, The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction, Threshold inspection shall be, provided by the Consultant at no additional cost to the City. The Consultant shall report an the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth In this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will not be held responsible for construction means, methods, chniques, sequences, or procedures, or for safety precautions and programs in connection with lscellaneous Landscape Archit MiniteyHornaid Assocla trot Senile RPQNo„ 12-1,3401,9 Page 26 A2 the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents" or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or dmissiaris. .t7.4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City and submit them in a timely manner. The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, aocurete, 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 Consultants 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. 5. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor Is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 6. The results of any subsequent tests required by the contract; 7. Minor deviations from the contract correctable prior to completion, 8. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition, Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A .07 6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judgeof the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form, A:O7-7 A2.O7-8 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. The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor, Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Miscellaneous Landscape Architect Kimley Horn and Associates PROFESS[ONAL. SERVICES ACRE ENT A2.07-9 Manager and/or Director of Capital improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, BFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. The Consultant shall initiate and prepare required documentation for changes as required by the Consultant'sown observations or as requested by the City, and shall review and recommend action on proposed changes, Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with ;an analysis and/or study, supporting such recommendation, A2.07-1i The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance _ with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance and final payment to the Contractor, The Consultant shall obtain from the Contractor uponsatisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.07-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City, A2,07 12 The Consultant shall furnish to the City the original documents, including drawings, revised to built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shalt rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor, Transfer of changes made by "Change Authorization", "Change Order", "Request for Information substitution approvals, or other clarifications will be the Consultant's responsibility to incorporat into the "as -built" and record documents, Changes .made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field' Record Set" shall become the property of the City, A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2t07-13 The Consultant shall furnish to the City one complete set of "As -built Rraw`ings" Version 2000 or such other format acceptable to the City: 14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room harries, room numbers, Miscellaneous Landscape Architectura I iniley Horn and Associates erviG RFQ No. in Auto CADt7 2--23-01 a Page 2 PROFESSIONAL SERVICES AGREEMENT 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,,0-1 S The Consultant shall assist the City in the'compietion of the Con during construction work and upon final completion of the Project, ellaneous Landscape Arch tectuz-al Services RFQ:No. l2-l'3 01 ' Page 29 Kimley Horn and Associates A A A3 ADDITIONAL SBRVI GENERAL, ervices categorized below as "Additional Services' may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services, Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Section B3.06. 02 EXAiIIPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following; ,02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional s A3.02-3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial startup, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-4 Major Revisions(, Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3,02-5 Fxpert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily urnished in accordance with generally accepted landscape architectural/engineering practice related to construction, ADDITIONAL DESIGN The City may, at its option, elect to proce pedal professional services not included in the Scope of Work., ARTICLE A4 CITY'S RESPONSIBILITIES A4.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a reimbursable Expense. A4,0'I.l Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements„ boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. with additional services relating to the Proje scellaneaus Landscape Arclii 'alley 'Ilora and Associates Page 30 PROVES *NAL 5El*2VICi S AGREEMENT A4.01.2 Soil Borings, Geotechnicat Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and mmendations. Consultant shall recommend necessary tests to City, A4.01-3 Genera,l Project information; information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as perSectionA2.02 A4,01.4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subiect to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform its services. Investigative services in excess of "NormalRequirements," as defined, must be authorized in advances A4.01-5 The services, information, surveys and reports described in A5.01-1 through A5,01-4 above, shall be furnished at City's expense, and Consultant shall be entitled' to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project, A4.02 CONSTRUCTION MANAGEMENT A4.02-1 During construction, Consultant and the City staff shall assume the responsibilities d general conditions and supplementary conditions of the construction contract relating approval A4.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Landscape A. Kirnley Horn and Associates s Ill rvl t`Ic�. O t'9 scribed in the o review and PRt7PESSIONAL SERVICES AGREEMENT SCHEDULE Al. SUB -CONSULTANTS I M NAME CONSULTING FIELD ER Brownell and Assoc surveying and Mappin Professional Svcs Inc Geotethnical Martin Vilato Associates Mechanical, Plumbing and Electrical Lisa H. Hammer Horticulturalist Consultant E3erenblurn Busch Arch Architectural Services NAME JOB CLASSIFICATION Kim Misek, ASLA _ Project Manager Aaron Buckler, P.E. Principal Jonathan Haigh, RLA; George Puig, Ri A Sr, L andscape Architect Heather Dodson, Lexy Kaptaine, Sue Rodriguez Administrative Staff Matt Bukolt, RIA; Landscape Architect Lisa Hammer; Chris Hice Certified Arborist Tracia Rsasile Landscape Designer S,V. Lacassa Electrical Engineer Ian Williams, RA, Martin Mechanical Engineer Aimar; La Rosa CADD Miscellaneous Landscape Architectural Services Malley horn and Associates RFQ No, 1 0 Page ATTACH NT E - COMPENSATIQN 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 follovting 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 S3.02in Section and at the rates set forth in Section NOTE: The Lump Sum Manner of compensation B1,01 COMPENSATION L1IVMITS 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 es applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. $1.02 CONSULTANT NOT TO EXCEED Absentan 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 nollability or responsibility for paying any amount of such excess, which will be at the Consultants awn coat and -expense, ARTICLE B2 WAG. RATES B2,01 FEE BASIS All fees and compensation payable udder 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 131 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 coripensation. B2,02 EMPLOYEES AND JOB CLASSIFICATIONS TIONS Schedule S1 identifies the professions, jab categories and/or employees expected to be used during the. term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, CIS and environmental specialists, -specification writers, clerical/adniinistrative support, and others engaged in the Work. In determining compensation far a given Scope of Work, the Pity 'reserves theright torecommend the use of the Consultant employees at particular Wage- Rate levels; i2.03 MULTIPLIER _. For Work assigned under this Agreement, llnlpiff for home office and 2.4 for field office shall apply to Consultant's hourly Wage 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 exertiplified in Schedule A2. iscellaneous Landscape Architec famtey..Horn and Associates the preferred and prirnary form of compensation, 132.05 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, unempioyment 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, 132 06 ESCALATION There shall be no escalation clause as part of this Agreenertt. 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 rrrt B3.01 LUMP SUM: Compensation for a Scope of Work can be 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. B3.01.I 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 verification 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 S1 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. S3.02w2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In Such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Sasls R3.03 REIMBURSABLE EXPENSE 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 Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 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 Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to 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. Miscellaneous Landscape Arcli Ktnnley Horn and Associates Page 34 B3.05 FEES FOR ADD TMONAL SERVICES The Consultant may be authorized to perform Additional Servicesforwhich 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,miarnioov,cem/capltalimorovements/pages/ProcurementOpportunii es; The wobpacge also provides the procedures for completing these forms. Failur 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 m upon Lump Sum; Hourly Rate With a Not to Exceed Limit, B3.05-2 Procedure and Comptiance 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. 133.O5$ Fee Limitations Any authorized compensation for Additional. Services, either professional fees or reimbursable expenses, shall not include additional charges for af€ice 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 acid subsistence not directly related to a project. For all reimbursable services and subacansultarrt cosh, 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 far the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination, If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT' 1B4„O1 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 on the City's Webpage at www.miamiggv.com/Ce„ ritallmprovements/pages/ProcurementOpeortut ities. Failure to use the City Form ill result in rejection of the invoice.' hods described herein: mutually agreed' B.O2FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments hall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. Miscellaneous Landscape Architectural Services RFQ No. 1Z 13 019 Kimley i-Iorn and Assoc Al rage ATTACHMENT - COMPENSATION B4<03BILLNG — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice' all supporting data for payments made to and incurred by 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: 134.O4 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed, When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task, 'To the sum thus obtained, any authorized Reimbursable Cervices Cost may be added„ The Consultant shall attach to the invoice ail supporting data for payments made to or costs incurred by the Sub -Consultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit` a progress report giving the percentage of completion of the Project development and the total estimated fee to completion, 84.0SDEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated d assessed against contractors or other sums withheld from payments to contractors. A iiCLgjRE! U SABLE EXPENSES. B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Sub -Consultants, and the Special Sub -Consultants in the interest of the Work for the purposes identified below: 8$.01-1, Transportation Transportation shall not be consider 85.01-2 Travel and Per Diem Travel and per diem expenses s this Agreement. 8 ws Communication Expo ses identifiable communication <expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Sub -consultants, 8 .01.4 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this 'Agreement. All reimbursable expense must be accompanied by satisfactory documentation. .01 Permit Fees All Permit fees paid to regulatory agencle Project. These permit fees do not include construction 'Contractor; n ed as reimbursable expenses under this Agree hail not be considered as reimbursable expense Mistell ncous Landscape Architec I�in�le Horn and Associates ent, under ppravais directly attributable to the permits required to be paid by ATTACHMENT S COMPENSATION 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 ehas 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 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 66,01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such reuse. nilscetianeous'Landscape Architectural Services RFQ 12w13-019 Page 37 ICtnmley I torn. and Associates ATTACHMENT S - COMPENSATION ATTACHMENT B - COMPENSATION SCHEDULE 1 -WAGE RATES U A IN I IVIDUAL'S NAME JOB CLASSIFICATION HOURLY RATES RAID BY THE CITY BURDENED HOURLY Multiplier 2.5 (H) BURDENED HOURLY Multiplier 2.4 (F) Kim Misek, ALA Project Manager $52.00 $130,00 $124,80 Aaron Bucher, P,E, Principal $77.00 $192,60 $184.80 Jonathan Haigh, RtA George Puig, RLA Sr. Landsca.eArchlteot $56,97 $142.43 $136.73 leather Dodson, Lexy Kaptaine, Sue Rodriguez Administrative Staff $13.00 $32,50 $31.20 Matt ISukolt, RLA t andscape Architect $34,00 $85.00 $81.60 Lisa Hammer; Chris Hiee Certifsd Arborist $29.55 $73.88 $70,92 Tracts Rosile Landscape Designer $21.0Q $52,50 $55.20 S.V. Lacassa Eiectrleal Engineer $41,41 $103.53 $09.34 Ian Williams, R.A. Martin Mechanical Engineer $41.41 $103,53 $09,34 Airnara La Rosa GADD $21.00 $52,50 $60.40, Iiscellaneous .Landscape Arch Kin Horsy a id Associates or- poi Kirnley-Horn Nir&,1111111 1•and Associates, Inc. Certificate of Secretary To Whom itiVlay Concerti: 1, am the duly qualified and acting Secretary of Kimley-florn and Associates, Inc,, a North Carolina Corporation, The 'following is a true copy of a resolution. duty adopted by the Board of Directors of the corporation. at the Board meeting held on December 19, 2011 and entered in the minuteS of such meeting 10, the minute book of the corporation, 'The Board unanimously approved the contract signing al) th °ray of employees as presented," (A copy of the employee lists as presented is enclosed.) The resolution is in conformity with the articles of incorporation and bylaws of the corporation, has never been modified or repealed, and is how in MI foreo and effect. Dated: evie4 L/ , 2014, gichod N. Cook, Seetetary (corporate seal) N4P94q00 • • SEAL. No, '4..01.1.0110.4* 14 'OD' —`40.00 ....... PO 00x Up Raleigh, Noah Carolina 2T638060 TEL 010 On 20o0 CALIFORNIA LOS ANGELES — DOWNTOWN Blume, Robert D. LOS ANGELES ..... SAN FERNANDO VALLEY Fares, Jean B. OAKLAND Durrenberger, Randal R. ORANGE Ciandella, Serine A. Fares, George B, Hourigan, E. Vincent Kerry, Nicole M. Roberson, Kevin M. PLEASANTON Sowers, Brian E. West, James E. SACRAMENTO Coppin, Thomas G. Melvin, Enda Spinks, Charles R. Truman, Stephen P. SAN DIEGO Barlow, Matthew T. Kaltsas, Joseph D. Knapton, Michael J. Landaal, Dennis J. Ross, Michael S. SAN JOSE Hedayat, Leyla FLORIDA BOCA-DELRAY Mufleh, MarwanH. Schwartz, Michael F. FORT LAUDERDALE Barnes, Roy R. Capel.li, Jill A. Ratay, Gary R. Saxena, K,K, Wiiczek, Erik J. JACKSONVILLE Mecca, Joseph P. Roland, George E. Kimley-Horn and Associates, Inc. FULL CONTRACT SIGNING AUTHORITY December 19, 2013 LAKELAND Bulloch, Kelly B, Wilson, Mark E. MiA vil IJal.do, Bur: Buehler, Aaron E. OCALA Bryant, M. Lewis Busche, Richard V. ORLANDO Chau, Hao T. Jackson, Jay R Thigpen, Jonathan D. SARASOTA Maio, Alan. Nadeau, Gary J. Stovall, Thomas M. TALLAHASSEE Barr, Richard R. Sewell, Jon S. TAMPA Campbell, David C. Gihier, Scott W. Schmid, Seth E, VERO BEACH Cave, Derrick B. Good, Brian A. Peed, Brooks B. WEST PALM BEACH Atz, John C. Bardt, David R. Cherry, Paul L. Ingram, Jerry W. Jackson, Kenneth W. Matson, Jason B. Rapp, Bryan T. Schanen, Kevin M. Walthall, David W. MID-AMERxCA CIIESAPEAK.E Carter, Erica V. CHICAGO DOWNTOWN Schwartz, Frederick W. Dvorak, Jr., William E. CH[.CAGO SUBURBAN Antony, Dean M. NEW YORK Anush A. Nejad NORTHERN VIRGINIA Bather, Christopher. G. Chavers, James T. Lefton, Steven E. Martina, Robert J. Murphy, Terence T. Yarnal, Brian D. RICHMOND Brewer, Brian J. White, Timothy E. TWIN CITIES Bishop, Mark C. Danielson, Paul B. Horn, Jon B. Leverett, Christopher C, Smalkoski, Brian R. VIRGIN.IA BEACH Mackey, William F, Marscheider, Edward A, Nash, William A. Sauro, Thomas J. Tewksbury, Carl F. MOUNTAIN DENVER Colvin, Scott W. Phelps, Randall J. Rowe, Curtis D. LAS VEGAS Ackeret, Kenneth W. Colety, Michael D. PHOENIX Conrad, Jolm R. Hermann, Michael J. Kissinger, John C. Leistiko, David J. Mufti, Brent IT, Omais, Ahmad A, Pretorius, Pettus S. Schiller, Michael G. Wainum, Nathan C. KENO Clark, Maurice J. TUCSON Crowther, Brent C. Perkins, David D, SOUTHEAST ATLANTA Walker, John D. Wilson, Deborah L. ATLANTA — MIDTOWN Fink, Kenneth L. Montanye, Emmeline F. Ross, Robert A. Stricklin, David L. CARY Adams, Richard C. Atkinson, Mark E. Barber, Barry L. Burchett, Thomas P. Byrd, Michael N. Cook, Richard N. Deans, Neil T. Dunzo, Mark W. Ellis, Nicholas L. McEntee, David L. Nuckols, Charles A. Purtle, Vicki L. Rohrbaugh, Richard R.. Squires; Christopher A. Voisin, William J. Wilson, Mark S, CHARLOTTE Blakley, Jr., Stephen W, I-Iume, Robert M. Mingonet, M. Scott MEMPHIS Collins, James F. NASHVILLE Benditz, John.F. Rhodes, Christopher D. RALEIGH- DOWNTOWN Penny, II.D. Wilson, Jou E. TEXAS AUSTI.N Van Leouwen, Andrew COLLIN COUNTY I3rignon, Brit A. DALLAS Burns, Gregory B. Hall, James R, Henigsman, Dean A, Nathan, Aaron W. Smith, Eric Z. Swindler, Roderick P. Wilshire, Roy L. FORT WORTH Gary, Glenn A. Jaynes, Jeffery HOUSTON Frysinger, Chris V. Guillory, Michael B. LAS COLINAS Tribble, Guy B. Warren, Loy F, SAN ANTONIO Webb, Floyd C. Kinnley-Horn and Associates, Inc. STANDARD CONTRACT SIGNING AUTHORITY December 19, 2013 These persons have authority to sign contracts using unmodified Kitnley-Horn forms (not client -drafted contracts). CALIFORNIA LOS ANGELES — DOWNTOWN Chakravarthy, Srikanth Choi, Michael LOS ANGELES — SAN FERNANDO VALLEY Wakenhut, Jonathan R. OAKLAND Dankberg, Adam J. Dean, Felicia C, ORANGE Adrian, Darren J. Hoist, Tyler J. Melvin, M. Pearse PLEASANTON Mowery, Michael C, Pulliam, John E. SACRAMENTO Klein, Paul A, Weir, Matthew D. SAN DIEGO Harry, Jennifer L. Hart, Patrick B Sorenson, David K. Washkowiak, Michael S. SAN JOSE Morris, John J, Venter, Frederik J, Worthington -Forbes, Laura FLORIDA BOCA/DELRAY Spruce, Michael D. FORT LAUDERDALE Kyle, Gregory S. JACKSONVILLE Schilling, William J. LAKELAND Lewis, Jason A MIAMI Fernandez, Jorge L. ORLANDO Burkett, Leon F. Martin, Jonathan A. Tate, Jr., S. Clif SARASOTA Waddlll, William D. TAMPA Hatton, Christopher C. VERO BEACH Anthony, Lucas S. Kiefer, Michael E. WEST PALM BEACH Fairchild, Angelina Heggen, Christopher W Potts, John E. MITI-AMERICA CHICAGO — DOWNTOWN Morton, Jr,, Arthur J. CHICAGO -- SUBURBAN Muller, Justin M. CIIESAPEAKE Royal, Jack R. NORTHERN VIRGrf•N•IA Papazian, Edward Y. Stevens, Ross S. Whyte, Richard D, RICHMOND Ellington, David B. Lickiiter, Ashley C. TWIN CITIES Lincoln, Thomas J. Matzek, William D. Pertzsch, Jerry D. Witzig, Jeanne M. VIRGINIA BEACH Chambers, Jon S. Dierks, Kenneth A. France, William D. Jucksch, Rebecca R. Mcphet•son, Karen C, Miller, Edward W. MOUNTAIN DENVER. Steder, Matthew C. Turner, Meaghan M. Valentine, Brian W. EAST VALLEY Grandy, Michael L. LAS VEGAS Moles, Richard A. ,PHOENIX Burgess, Lisa M. Burns, Leslie D. Delmarter, Michael L. Gillis, Brian R. Haney, Stephen E. Margetts, Sterling T. Norby, Michael A. Perillo, Adam C. TUCSON Solis, Richard P. SOUTHEAST ALPHARETTA. Hamilton, Janies R. ATLANTA Fanney, Lawson H. Newton, Gary T. Rushing, Michael L. West, Brian B. ATLANTA -MIDTOWN Ellis, George E. Meador, Emily H. Ross, Robert A. Strychalski, Raymond P, CARY Ford, J. Chris Horn, Ross M. Moore, Jeffrey W. Reed, Elizabeth A. Robinson, Larry D. Riveubark, Jeremy A. CHARLOTTE Cox, Brian M. Edwards, Matthew A, Guy, Jonathan R. Watts, Austin L. Wilhelm, William R. MEMPHIS Monroe, Kenneth W. NASHVILLE Conde, David A. RALEIGH-DOWNTOWN Bishop, Peter A. Hachem, Stephanie L. Musarra, Salvatore J. Sutter, Karl V. ROCK HILL Massey, Amy B. TEXAS AUSTIN Boecker, Brian C. COLLIN COUNTY Millner, Daniel C, Safford, Ryan C. DALLAS Gaskey, Kevin S. Morales, Hugo Underwood, Sarah M. FORT WORTH Arnold, Scott R. HOUSTON Mark R. Kirkland LAS COLINAS VonAhsen, Jody L. SAN ANTONIO Goso; Stephen C.