HomeMy WebLinkAboutExhibitPROFESSIONAL SERVICES AGREEMENT
Exhibit 9
CITY OF MIAMI
PLANNING DEPARTMENT
PROFESSIONAL SERVICES AGREEMENT
Service Category Urban Design, Landscape Architecture and Engineering Services
for a Flex Park at Virginia Key (RFQ 16-17-003)
Contract Type Project Specific
Consultant Civitas, Inc.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 7
ARTICLE 2 GENERAL CONDITIONS 9
2.01 TERM 9
2.02 SCOPE OF SERVIES 9
2.03 COMMUNITY BUSINESS ENTERPRISE (CBE") PARTICIPATION 9
2.04 COMPENSATION 9
ARTICLE 3 PERFORMANCE 10
3.01 PERFORMANCE AND DELEGATION 10
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 10
3.03 CONSULTANT KEY STAFF 10
3.04 TIME FOR PERFORMANCE 10
3.05 STANDARD OF CARE 10
ARTICLE 4 SUBCONSULTANTS 10
4.01 GENERAL 10
4.02 SUBCONSULTANT RELATIONSHIPS 11
4.03 CHANGES TO SUBCONSULTANTS 11
ARTICLE 5 DEFAULT 11
5.01 GENERAL 11
5.02 CONDITIONS OF DEFAULT 11
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 11
ARTICLE 6 TERMINATION OF AGREEMENT 12
6.01 CITY'S RIGHT TO TERMINATE 12
6.02 CONSULTANTS RIGHT TO TERMINATE 12
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 12
ARTICLE 7 DOCUMENTS AND RECORDS 12
7.01 OWNERSHIP OF DOCUMENTS ' 12
7.02 DELIVERY UPON REQUEST OR CANCELLATION 12
7.03 RE -USE BY CITY 12
7.04 NONDISCLOSURE 13
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 13
7.06 E-VERIFY ...13
ARTICLE 8 INDEMNIFICATION 13
ARTICLE 9 INSURANCE 14
9.01 COMPANIES PROVIDING COVERAGE 14
9.02 VERIFICATION OF INSURANCE COVERAGE 14
9.03 FORMS OF COVERAGE 14
9.04 MODIFICATIONS TO COVERAGE 15
ARTICLE 10 MISCELLANEOUS 15
10.01 AUDIT RIGHTS; INSPECTIONS 15
10.02 ENTIRE AGREEMENT 15
10,03 SUCCESSORS AND ASSIGNS 15
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 16
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 16
10.06 NOTICES 16
10.07 INTERPRETATION 17
10.08 JOINT PREPARATION 17
10.09 PRIORITY OF PROVISIONS.....................17
10.10 MEDIATION - WAIVER OF JURY TRIAL 17
10.11 TIME 17
10.12 COMPLIANCE WITH LAWS 17
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PROFESSIONAL SERVICES AGREEMENT
10.13 NO PARTNERSHIP 18
10.14 DISCRETION OF DIRECTOR 18
10.15 RESOLUTION OF CONTRACT DISPUTES 18
10.16 INDEPENDENT CONTRACTOR 19
10.17 CONTINGENCY CLAUSE 19
10.18 THIRD PARTY BENEFICIARY 19
10.19 ADDITIONAL TERMS AND CONDITIONS 19
ATTACHMENT A - SCOPE OF WORK 23
ARTICLE Al GENERAL 23
A1.01 SCOPE OF SERVICES 23
A1.02 WORK ORDERS 23
ARTICLE A2 BASIC SERVICES 23
A2.01 DEVELOPMENT OF OBJECTIVES 24
A2.02 SCHEMATIC DESIGN 24
A2.03 DESIGN DEVELOPMENT PHASE 25
A2.04 CONSTRUCTION DOCUMENTS 25
A2.05 BIDDING AND AWARD OF CONTRACT 26
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 27
A2.07 TIME FRAMES FOR COMPLETION 29
ARTICLE A3 ADDITIONAL SERVICES 30
A3.01 GENERAL 30
A3.02 EXAMPLES 30
A3.03 ADDITIONAL DESIGN 30
ARTICLE A4 REIMBURSABLE EXPENSES 30
A4.01 GENERAL 30
A4.02 SUBCONSULTANT REIMBURSEMENTS 30
ARTICLE A5 CITY'S RESPONSIBILITIES 31
A5.01 PROJECT AND SITE INFORMATION 31
A5.02 CONSTRUCTION MANAGEMENT 32
SCHEDULE Al - SUBCONSULTANTS/SUBCONTRACTORS 33
SCHEDULE A2 - KEY STAFF 33
ATTACHMENT B COMPENSATION AND PAYMENTS 34
ARTICLE B.1 METHOD OF COMPENSATION 34
B1.01 COMPENSATION LIMITS 34
B1.02 CONSULTANT NOT TO EXCEED 34
ARTICLE B2 WAGE RATES 34
B2.01 FEE BASIS 34
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 34
B2.03 MULTIPLIER 34
B2.04 CALCULATION 34
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 34
B2.06 ESCALATION 35
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 35
B3.01 LUMP SUM . . 35
B3.02 HOURLY RATE FEES 35
B3.03 REIMBURSABLE EXPENSES 35
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 36
B3.05 FEES FOR ADDITIONAL SERVICES 36
B3.06 PAYMENT EXCLUSIONS 36
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 36
ARTICLE B4 PAYMENTS TO THE CONSULTANT 36
B4.01 PAYMENTS GENERALLY 36
B4.02 FOR COMPREHENSIVE BASIC SERVICES 36
B4.03 BILLING - HOURLY RATE 37
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 37
B4.05 DEDUCTIONS 37
ARTICLE B5 REIMBURSABLE EXPENSES: 37
B5.01 GENERAL 37
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 38
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 38
B6.01 GENERAL 38
SCHEDULE B1 - WAGE RATES SUMMARY 39
SCHEDULE B2 - CONSULTANT INVOICE40
EXHIBIT A - PHASE 1 AND PHASE 2 TOTAL FEES SUMMARY ................. 41
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PROFESSIONAL SERVICES AGREEMENT
EXHIBIT B - PHASE 1 AND PHASE 2 SCOPE OF SERVICES ....................... 43
EXHIBIT C - PHASE 1 AND PHASE 2 SITE BOUNDARY SKETCH........ .... 58
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PROFESSIONAL SERVICES AGREEMENT
CITY OF MIAMI
PLANNING DEPARTMENT
PROFESSIONAL SERVICES AGREEMENT
Service Category Urban Design, Landscape Architecture and Engineering Services
for a Flex Park at Virginia Key (RFQ 16-17-003)
Contract Type Project Specific
Consultant Civitas, Inc.
Consultant Office Location 1200 Bannock Street, Denver, Co 80204
City Authorization TBD
Agreement Number TBD
THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" of'°Agreement"') made this
day of in the year 2018 by and between THE CITY OF MIAMI, FLORIDA,
hereinafter called the "City," and (Consultant's Name), hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 16-17-003 on April 28,
2017 for the provision of Urban Design, Landscape Architecture and Engineering Services for a
Flex Park at Virginia Key (the "Project") and the Consultant's proposal ("Proposal"), in response
thereto, was selected as one of the most qualified for the provision of said Services. The RFQ
and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents,
and are, by this reference, expressly incorporated into and made a part of this Agreement as if
set forth in full. The Solicitation Documents are deemed as being attached hereto and
incorporated by reference herein as supplemental terms, providing, however, that in the event of
any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control
and supersede any such conflicts(s).
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, Consultants' Competitive Negotiation Act, (hereinafter referred to as "CCNA"),
and the applicable provisions of the City Procurement Ordinance, to provide the professional
services as described herein.
C. WHEREAS, the City is awarding this Agreement as provided herein for the Project.
The City, acting by and through its City Manager, as further detailed in the Scope of Work,
Attachment A, as may be amended from time to time, prior to issuance of any Notice to Proceed
or at other reasonable intervals decided by the City Manager may elect at the City's discretion to
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PROFESSdONAL SERVICES AGREEMENT
proceed with the work on a phased basis. The phases of this Project may be substantially in
conformance to the Schedules indicated below:
1. Phase 1 — Pre -Design Planning/ Concept Design and Study Activities to include
Assessment and Recommendations Report, Programming, Budget Cost Estimate and
Documentation of Existing Conditions. During this phase, the Consultant shall prepare an
Assessment and Recommendations Report, Architectural Programming (i,e., research and
decision -making process that identifies the scope of work to be designed), Preliminary Budget and Cost
Estimate and Document the Existing Conditions.
2. Phase 2 — Schematic Design Phase. During this phase, the Consultant will confer with
the City to ascertain the specific requirements of the Project and prepare Schematic Design
proposals consisting of drawings and other documents illustrating the scale and relationship of
the Project components for approval by the City. The Consultant will further submit to the City a
Statement of Probable Construction Cost based on current area, volume or other unit costs.
3. Phase 3 - Design Development Phase. During this phase, the Consultant will prepare
Design Development Documents which describe the size and character of this entire Project as
to design, architectural, structural, mechanical, and electrical systems and such other elements
as may be appropriate.
4. Phase 4 — Construction Documents Phase. During this phase, the Consultant will
prepare the Construction Documents and assist the City in preparation of the bidding documents
based on the approved Design Development Documents.
5. Phase 5 — Bidding and Negotiation Phase. During this phase, the Consultant will assist
the City with the competitive solicitation process, evaluation of the bids received and the awarding
of the construction contract.
6. Phase 6 — Construction Phase. Administration of the Construction Contract. During
this phase, the Consultant will assist the City with the administration of the construction contract.
7. General.
(a) Each phase shall have established a Guaranteed Maximum Cost inclusive of all
professional fees, labor and material, for performing the specified Work for such phase.
This shall be required for any Notice to Proceed for any/each and every phase and will be
agreed to by the parties in writing. Reimbursable Expenses for each phase shall be
estimated and will have an upset maximum figure which cannot be exceeded in absence
of a written instrument executed by authorized representatives of the parties. Any
authorized travel expenses are limited by the provisions of Section 112.061, Florida
Statutes.
(b) The City, acting by and through its City Manager, at its discretion may elect to negotiate
and proceed with Phases 2, 3, etc. et. al., or some or all or none of the phases following
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PROFESSIONAL SERVICES AGREEMENT
Phase 1. This decision by the City will be final and will be in the exercise of the discretion
of the City Manager and may not be appealed by the Consultant who will have no recourse
from such decision except to be paid for the work previously authorized and submitted;
(c) The satisfactory completion of Work in the preceding Phase shall be a condition
precedent to written authorization from the City to proceed or commence the Work on any
subsequent phase.
(d) Requirements including without limitation Small Business Enterprise ("SBE"), formerly
referred to as Community Business Enterprise ("CBE"), shall apply severally to each phase.
WITNESSETH, that the City and the Consultant, for the considerations and stipulations herein
set forth, agree as follows:
All recitals set forth above in the preamble to this Agreement are incorporated by reference herein
and expressly made part of this Agreement.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with
Florida Statutes and City Code.
1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by
reference and made a part of this Agreement as if set forth in full.
1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic
Services.
1.04 Basic Services means those services designated as such in a Work Order.
1.05 City Commission means the legislative body of the City of Miami.
1.06 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency
that is a party hereto and for which services under this Agreement are 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 who may delegate certain tasks the Director as defined in Section 1.11.
1.08 Commission means the legislative body of the City of Miami.
1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any
combination thereof, of properly registered professional architects, or engineers, or surveyors and
mappers, as applicable, which has entered into this Agreement to provide professional services to
the City.
1.10 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.
1.11 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 this Agreement, the Director is the top administrator
of the Planning Department or their authorized designee.
1.12 Errors means items in the plans, specification or other documents prepared by the Consultant that
are shown incorrectly, which results in a change to the Services and results in the need for the
Contractor to perform rework or additional work or which causes a delay to the completion of
construction or which must be corrected for the project to function or be built as intended.
1.13 inspector means an employee of the City or of a consulting firm hired by the City and assigned by
the City to make observations of Work performed by a Contractor.
1.14 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written
letter or directive issued by the Director or Project Manager acknowledging that all conditions
precedent have been met and/or directing that the Consultant may begin work on the Project.
1.15 Omissions means items that are not shown or included in the plans, specifications, or other
documents prepared by the Consultant which are necessary for the proper and/or safe operation of
the Project or required to meet the Scope of Services.
1.16 Primary Services means those Services considered by City to be fundamental to the successful
management of the Project as stated in the RFQ, and in Attachment A of this 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 or the construction of a project as
a direct representative of the City.
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PROFESSIONAL SERVICES AGREEMENT
1.18 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared
on an annual basis that details the planned financial resources and implementation schedule and
strategies for the City's capital projects over a five (5) year period.
1.19 Project means the design, 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.
1.20 Professional Services means those services within the scope of the practice of architecture,
professional engineering, or registered surveying and mapping, as applicable, as defined by the laws
of the State of Florida, or those performed by any architect, professional engineer, or registered
surveyor or mapper in connection with his or her professional employment or practice. These
services may be abbreviated herein as "architectural/engineering services" or "professional services,"
as applicable, which are within this definition.
1.21 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all
attachments, and any authorized amendments thereto. In the event of a conflict between the Request
for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event
of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control.
In the event of any conflict between this PSA and its attachments, this PSA shall control.
1.22 Resolution means the document constituting the official approval of the City Commission as required
for the City Manager to execute this Agreement, or increase the Project Budget, among other matters.
1.23 Risk Management Administrator means the City's Risk Management Director, or their designee,
or the individual named by the City Manager to administer matters relating to insurance and risk of
loss for the City.
1.24 Scope of Services or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables, and milestones required for the completion of a Project or an
assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary
for its completion.
1.25 Small Business Enterprise ("SEE") formerly referred to as Community Business Enterprise
("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural,
landscape architectural, engineering, or surveying and mapping professional services to the
Consultant as required pursuant to City Code Section 18-87.
1.26 SubconsultantlSubcontractor means a person or organization of properly registered professional
architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has
entered into a written agreement with the Consultant to furnish specified professional services for a
Project or task.
1.27 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an
hourly rate basis, for employees in the specified professions and job categories assigned to provide
services under this Agreement that justify and form the basis for professional fees regardless of actual
manner of compensation.
1.28 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.29 Work Order means a document internal to the City, which authorizes the performance of specific
professional services for a defined Project or Projects.
1.29 Work Order Proposal means a document prepared by the Consultant, at the request of the City
for Services to be provided by the Consultant on a specific phase of a Project.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall take effect upon the date written above upon its execution by the
authorized officers and shall terminate upon satisfaction and completion of all the terms and conditions of
the Project by the Consultant and Final Payment is made to the Consultant.
2.02 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, which shall be performed in the Phases identified
above, hereto (to be determined), which is incorporated into and made a part of this Agreement.
2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly
referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE
13331, codified as Section 18-87(p), City Code.
Prospective Firms must (shall) adhere to the following requirements:
1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified
by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as
Community Business Enterprise ("CBE"), in good standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries.
For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department
website at http:f/www.miamidade.govlsmallbusiness/certification-programs.asp. Failure to adhere to these
requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the
Agreement to be canceled.
2.04 COMPENSATION
2.04-1 Compensation Limits
The amount of compensation payable by the City to the Consultant shall generally be a lump sum not
to exceed fee, based on the rates and schedules established in Attachment B, Compensation and
Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall
the amount of compensation payable to the Consultant by the City, exceed $844,730.00 for Phase 1
and Phase 2, as detailed in Exhibit A, Phase 1 and Phase 2 Total Fees Summary, attached hereto,
for the services as described and attached hereto as Exhibit B, Phase 1 and Phase 2 Scope of
Services and Exhibit C Site boundary, prior to the start of Phase 3 services, unless explicitly
approved by action of the City Commission or City Manager, as applicable, and put into effect by written
amendment to this Agreement. Phase 1 and Phase 2 compensation encompasses basic services in
the amount of $694,000.00, in addition to Additional Services in an amount not to exceed $75,000.00
and Reimbursable Expenses in an amount not to exceed $75,730.00 for Reimbursable Expenses.
Compensation shall be negotiated at the time of need for Phases 3 through 6 of the Project. If
compensation cannot be satisfactorily agreed upon the City will not proceed with the Consultant
for these Phases. The City may, in its sole and absolute discretion use other compensation
methodologies. The Work may never exceed the limitations provided in Section 287.055, Florida
Statutes, Consultant's Competitive Negotiation Act.
2.04-2 Payments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part Vll, 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
Section 218.72 (8), Florida Statutes, 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
authorized and approved for travel expenses shall be submitted in accordance with Section 112.061,
Florida Statutes. The Consultant shall utilize Attachment B, Scheduled B2 - Consultant Invoice, for
the submission of invoices Florida Statutes.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 4 PERFORMANCE
4.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as
constituting an agreement between the City and said another person or firm.
4.02 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 Subconsultant/Subcontractor, or any
personnel of any such Subconsultant!Subcontractor 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 working under this
Agreement.
4.03 CONSULTANT KEY STAFF
The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications
of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as
"Key Staff." Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key
Staff is in the Consultant's employ. Consultant will obtain prior written acceptance of Director or designee
to change Key Staff. Consultant shall provide Director, or designee with such information as necessary to
determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff
qualifications. Such acceptance shall not constitute any responsibility or liability for the individual's ability
to perform.
4.04 TIME FOR PERFORMANCE
Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the Director
or designee and to complete each assignment, task or phase within the time stipulated in the Notice to
Proceed. Time is of the essence with respect to performance of this Agreement.
A reasonable extension of the time for completion of various assignments, tasks or phases may be granted
by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement
as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra
compensation.
4.05 STANDARD OF CARE
Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall
perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471
(Engineering), and Chapter 481 (Architecture, Landscape Architecture, Interior Design) of the Florida
Statutes, as amended. Consultant shall perform due diligence, in accordance with standard of care in the
community, 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 wholly from any negligent errors and, omissions in its
designs, drawings, specification or other Services.
ARTICLE 5 SUBCONSULTANTS
5.01 GENERAL
5.01-1 A Subconsultant, as defined in Article 1.27, is a firm identified as part of the consulting team in
the competitive selection process by which the Consultant was chosen to perform the Services under
this Agreement, and as such, is identified and listed in Attachment A, Schedule Al,
Subconsultants/Subcontractors, attached hereto and incorporated by reference.
5.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director,
entered into a written agreement with the Consultant to furnish unique and specialized professional
services necessary for a project or task described under Additional Services. Such Specialty
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PROFESSIONAL SERVICES AGREEMENT
Subconsultant shall be in addition to those identified in Attachment A, Schedule Al,
SubconsultantslSubcontractors.
5.02 SUBCONSULTANT RELATIONSHIPS
5.02-1 All Services provided by the Subconsultants shall be performed pursuant to appropriate written
agreements between the Consultant and the Subconsultants, which shall contain provisions that
preserve and protect the rights of the City under this Agreement.
5.02-2 Nothing contained in this Agreement shall create any contractual or business relationship
between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are
entirely under its direction, control, supervision, retention and/or discharge.
5.03 CHANGES TO SUBCONSULTANT
The Consultant shall not add, modify, or change any Subconsultant identified in Attachment A - Schedule
Al, Subconsultants/Subcontractors 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 6 DEFAULT
6.01 GENERAL
If the Consultant fails to comply with any material term or condition of this Agreement or fails to perform
any of its material 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, upon written notice to the
Consultant and a seven (7) day opportunity to fully cure the condition giving rise to the default, terminate
this Agreement whereupon all payments, advances, or other compensation paid by the City to the
Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant
understands and agrees that termination of this Agreement under this section shall not release the
Consultant from any obligation accruing prior to the effective date of termination.
In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the
City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs
and expenses incurred by the City in the re -procurement of the Services, including consequential and
incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from
the Consultant until such time as the actions giving rise to default have been cured.
6.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any of the
following:
6.02-1 The Consultant fails to obtain or maintain the professional engineering certification/
licensure, insurance or bonding herein required.
6.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties
under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it
has with the City, beyond the specified period allowed to cure such default.
6.02-3 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, subject to any
reasonable extensions of time.
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 finding of
default, and the Consultant shall take all necessary action to cure said default within seven (7) days after
which time the City may terminate the Agreement. If the Default has not been corrected by the Consultant
within the time specified the Agreement shall be automatically terminated on the last day of the time
stipulated in said notice, without the necessity of any further action by the City.
Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term
is interpreted under Florida law, or as direct and proximate result of the negligent acts or omissions of City,
then the City may allow an extension of time reasonably commensurate with the cause of such failure to
perform or cure.
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PROFESSIONAL SERVICES AGREEMENT
ARTICLE 7 TERMINATION OF AGREEMENT
7.01 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 to the Consultant. Upon termination of this Agreement, all charts,
sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized
under this Agreement, whether finished or not, must be turned over to the Director or designee. The
Consultant shall be paid in accordance with provisions of Attachment B, Compensation and Payments
provided that said documentation is turned over to Director or authorized 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.
7.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except
to retain the fees, and allowable costs or reimbursable expenses, earned compensation for the Services
that were performed in compliance with the Agreement, as full and final settlement of any claim, action,
demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees.
7.02 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 breach of its duties, under this Agreement.
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, commission, percentage, gift, or consideration.
ARTICLE 8 DOCUMENTS AND RECORDS
8.01 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 on 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 Consultant shall not copyright any material and products or patent any
invention developed under this Agreement. The City shall have the right to visit the site for inspection of
the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies,
including reproducible copies, solely for information, reference and display, and marketing in connection
with the City's use and occupancy of the Project.
8.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just
cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such
documents. The Consultant shall have no recourse from these requirements.
8.03 REUSE BY CITY
It is understood that all Consultant agreements and/or Work Orders for new work, will include the provision
for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by
virtue of signing this Agreement, the Consultant agrees to such reuse in accordance with this provision
without the necessity of further approvals, compensation, fees or documents being required and without
recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents,
studies, or other data for any purpose other than that intended by the terms and conditions of this
Agreement.
12
PROFESSIONAL SERVICES AGREEMENT
8.04 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 authorized designee's prior written consent, or unless
incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or
legislative proceedings where such information has been properly subpoenaed, any non-public information
concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all
of its employees, agents, Subconsultants, and Subcontractors to comply with the provisions of this
paragraph.
8.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS
The Consultant shall keep adequate records and supporting documentation, which concern or reflect its
Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter
119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and
documentation shall be retained by the Consultant for a minimum of three (3) years from the date of
termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly
authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such
records and documentation as often as they deem necessary during the period of this Agreement and
during the three (3) year period noted above, provided, however, such activity shall be conducted only
during normal business hours.
Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation:
(1) Keep and maintain public records required by the City to perform the service; (2) upon request from the
City's custodian of public records, provide the City with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor does not transfer the
records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in
possession of the contractor or keep and maintain public records required by the City to perform the service.
If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon completion of the
contract, the Contractor shall meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the City, upon request from the City's custodian of public records,
in a format that is compatible with the information technology systems of the City.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT
(305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM,
OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY
ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE
CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT
THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
CONTRACT.
8.06 E-VERIFY
Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the Consultant during the term of the Contract and
shall expressly require any Subconsultant performing work or providing services pursuant to the Contract
to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility of all new employees hired by the Subconsultant during the Agreement term.
ARTICLE 8 INDEMNIFICATION
The Consultant shall indemnify, defend, at its own cost and expense, through administrative, appellate,
trial, supplemental or bankruptcy proceedings any and all claims of liability, and all suits and actions of
13
PROFESSIONAL SERVICES AGREEMENT
every name and description and hold harmless the City, its officers, agents, directors, and/or employees,
from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's
fees, to the extent caused by the breach of the terms this Agreement by Consultant and/or persons
employed or utilized by Consultant in the performance of this Contract, incompetence, errors or negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and/or persons
employed or utilized by Consultant in the performance of this Contract. These indemnifications shall survive
the term of this Agreement. In the event that any action or proceeding is brought against the City by reason
of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend
such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and
agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant,
shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its
officers, employees, agents and instrumentalities as herein provided.
This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted
under the laws of the State of Florida, including without limitation and interpretation, which conforms to the
limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable.
The Consultant shall require all Subconsultant 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 negligent or careless actions or omissions of the Consultant in which the City
participated either through review or concurrence of the Consultant's actions. In reviewing, approving or
rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or
shares any responsibility or liability of the Consultant or Subconsultant, under this Agreements.
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 all insurance
required hereunder, and the City's Risk Manager or authorized designee, has approved such insurance.
10.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator or authorized designee. All companies shall have a
Florida resident agent and be rated at least A(X), pursuant to A.M. Best Company's Key Rating Guide,
latest edition.
10.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior
to the execution of this Agreement. The certificates shall clearly indicate that the Consultant has obtained
insurance of the type, amount and classification required by these provisions, in excess of any pending
claims, at the time of award to the Consultant. The Consultant shall maintain coverage with equal or better
rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the
Risk Administrator of any material change, cancellation and/or notice of non -renewal of the insurance,
within thirty (30) days of the change.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to City's Risk
Administrator within ten (10) days of written request.
10.03 FORMS OF COVERAGE
10.03-1 COMMERCIAL GENERAL LIABILITY
The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000
per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall
include Premises and Operations, Contingent and Contractual Liability, and Products and Completed
Operations, with additional endorsements as applicable. The coverage shall be written on a primary
and non-contributory basis with the City listed as an additional insured as reflected by endorsement
14
PROFESSIONAL SERVICES AGREEMENT
CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days, (10) days for
nonpayment.
10.03-2 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.
10.03-3 PROFESSIONAL LIABILITY INSURANCE
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage
in the minimum amount of $2,000,000 per claim, $2,000,000 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. Unless specifically accepted by Risk Administrator, deductible shall not exceed 10%. This
insurance shall be maintained for at least one year after completion of the construction and acceptance
of any Project covered by this Agreement.
10.03-4 WORKERS' COMPENSATION INSURANCE
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 per occurrence.
10.03-5 SUBCONSULTANT COMPLIANCE
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or authorized designee reserves the right to require modifications, increases, or
changes in the required insurance requirements, coverage, deductibles or other insurance obligations by
providing a thirty (30) day written notice to the Consultant in accordance with Article 0, Notices herein. The
Consultant shall comply with such requests unless the insurance coverage is not then readily available in
the national market and may request additional consideration from the City accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS; INSPECTION
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 agreements,
written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any
respect, at any time after the execution hereof, except by a written document executed with the same
formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of any other breach of any provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole
or in part, by the Consultant, without the written consent of the City, acting by and through its City
Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant,
a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that
would constitute an assignment or sale hereunder requiring prior City approval.
The Consultant's services are unique in nature and any assignment, sale, transference without City
Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no
recourse from such cancellation but shall be entitled to compensation for authorized Work satisfactorily
completed up to the date of termination. 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.
15
PROFESSIONAL SERVICES AGREEMENT
The Consultant and the City each binds one another, their partners, successors, legal representatives and
authorized assigns to the other party of this Agreement and to the partners, successors, legal
representatives and assigns of such party in respect to all covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE
In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under
the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting
the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project
price and any addition thereto will be adjusted to exclude any significant sums by which the City determines
the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual
unit costs. All such price adjustments will be made within one (1) year following the end of the Project.
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this
Agreement, 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 Article 8 herein, where
if the City must institute a civil action for the Consultant to comply with the Indemnity Section, and is the
prevailing party, the Consultant shall pay the City's reasonable attorney's fees in such civil action.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
registered United States mail, return receipt requested, addressed to the party for whom it is intended at
the place last specified; and the place for giving of notice shall remain such until it shall have been changed
by written notice in compliance with the provisions of this paragraph. For the present, the parties designate
the following as the respective places for giving of notice:
For City of Miami:
Emilio T. Gonzalez, Ph.D.
City Manager
Office of the City Manager
City of Miami
444 S.W. 2nd Avenue, 10th Floor
Miami, Florida 33130-1910
Email: etgonzalez a(�miamigov.com
Phone: 305-416-1025
Annie Perez, CPPO, Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, - 6th Floor
Miami, Florida 33130-1910
Email: anniegerez(aamiaminov.com
Phone: 305-416-1910
Victoria Mendez
City Attorney
Office of the City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130-1910
Email: victoriamendez(ct�miamigov.com
Phone: 305-416-1832
With Copies to:
Francisco Garcia, Director
Planning Department
City of Miami
444 S.W. 2nd Avenue, - 3rd Floor
Miami, Florida 33130-1910
Email: fgarciamiamigov.com
16
PROFESSIONAL SERVICES AGREEMENT
Phone: 305-416-1400
For Consultant:
Mark W. Johnson, President
Civitas, Inc.
1200 Bannock Street
Denver, CO 80204-3631
Email: mjohnson@civitasinc.com
Phone: 305-571-0053
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no
rule of strict construction shall be applied against either party hereto. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as
"herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular
sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever
reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a
whole, including all of the subsections of such Section, unless the reference is made to a particular
subsection or subparagraph of such Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and 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.
10.10 MEDIATION - WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the
design and/or construction of the subject project(s), and/or following the completion of the Projects(s), the
parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation
prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who
the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State
of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees
to include such similar contract provisions with all Subconsultants and/or independent contractors and/or
the Consultants retained for the Project(s), thereby providing for non -binding mediation as the primary
mechanism for dispute resolution. Each party will bear their own attorney's fees.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial in
any action arising under this Agreement.
10.11 TIME
Computation of time shall be as provided by Section 1- 2 of the City Code. Computation of time. In
computing any period of time prescribed or allowed by this Code, the day of the act, event or default from
which the designated period of time begins to run shall not be included. The last day of the period so
computed shall be included unless it is a Saturday, Sunday or legal holiday, in which event the period shall
run until the end of the next day which is neither a Saturday, Sunday nor legal holiday. When the period of
time prescribed or allowed is less than seven days, intermediate Saturdays, Sundays and legal holidays
shall be excluded in the computation.
State Law reference— Similar provisions, Florida Rules of Civil Procedure, rule 1.090(a).
10.12 COMPLIANCE WITH LAWS
The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions
including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable
guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement.
17
PROFESSIONAL SERVICES AGREEMENT
The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law
in connection with the performance of this Agreement.
10.12-1 NON-DISCRIMINATION
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 Consultants performance under this
Agreement on account of race, color, gender, religion, age, disability, marital status or national origin.
The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their
race, color, gender, religion, age, disability, 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.
10.12-3ADA COMPLIANCE
The Consultant shall affirmatively comply with all applicable provisions of the ADA in the course of
providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding
nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards.
Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in the 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 not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or authorized designee.
10.15 RESOLUTION OF CONTRACT DISPUTES
The Consultant understands and agrees that all disputes between it and the City, based upon an alleged
violation of the terms of this Agreement by the City, shall be submitted for resolution in the following manner.
The initial step shall be for the Consultant to notify the Project Manager in writing, of the dispute and submit
a copy to the City's personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute, the Consultant shall submit their
dispute in writing, with all supporting documentation to the Director, as identified in Article 10.06, Notices.
Upon receipt of said notification, the Director shall review the issues relative to the dispute and issue a
written finding.
Should the Consultant and the Director fail to resolve the dispute, the Consultant shall submit their appeal
of the Director's written finding, in writing, within ten (10) calendar days, to the Procurement Director, as
identified in Article 10.06, Notices. Failure by the Consultant to submit such appeal of the Director's written
finding, shall constitute acceptance of the finding by the Consultant. Upon receipt of the Consultant's
appeal, the Procurement Director shall review the issues relative to the dispute and issue a written finding.
The Consultant must submit any further appeal, in writing, within ten (10) 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 their 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 ratified or dismissed by City Commission. The Consultant
shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission, as applicable,
or;
(ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of
the dispute, accompanied by supporting documentation, or;
18
PROFESSIONAL SERVICES AGREEMENT
(iii) a period of ninety (90) days has expired where the City Manager's decision is subject to City
Commission ratification, or;
(iv) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR
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 for this Agreement is contingent on the availability of funds and continued authorization for program
activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds
and/or change in regulations, upon a thirty (30) day notice. However, Consultant is entitled to full payment
for all authorized Work satisfactorily completed prior to the date of termination and no more.
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.
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA 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. All such additional terms and
conditions shall have no force or effect and are inapplicable to this PSA or other Agreement.
19
PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST:
Signature
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
Todd B. Hannon, City Clerk
APPROVED AS TO INSURANCE
REQUIREMENTS:
Ann Marie Sharpe, Director
Risk Management Department
CIVITAS, INC., a Foreign Corporation
v
Signature
Print Name, Title of Authorized Officer or Official
(Corporate Seal)
CITY OF MIAMI, a municipal corporation of the
State of Florida
Emilio T. Gonzalez, Ph.D., City Manager
APPROVED AS TO LEGAL FORM AND
CORRECTNESS:
Victoria Mendez, City Attorney
20
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
Gl t/f 74 , a corporation organized and existing under
the laws of the State of CiG 4/4444/ held on the / day of ,saI1 , a
resolutio was duly passed and adopted authorizing (Name) 0414 � S?.- as
(Title) o r of the corporation to execute agreements on behalf of the
corporation and providing that their execution thereof, attested by the secretary of the corporation,
shall be the official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this / , day of Mfgl
201 Yr .
Secretary: 7"--•••1
Print: 4 C%aOW41
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the _day of , a resolution
was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that their execution thereof, attested by a partner, shall be the official
act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Partner:
Print:
Names and addresses of partners:
Name
Street Address
City
State
Zip
21
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing this
Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign this Agreement and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
HEREBY CERTIFY that, I (Name) , individually and
doing business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_.
Signed:
Print:
STATE OF C)001,-0-CIO
NOTARIZATION
}
SS:
COUNTY OF 1),Q/VVIQ )
The foregoing instrument w s ckna ledged before me this 1 day of
, 20 It, by SQ 31) . who is personally known
me o who has produced as identification and who (did /
diAl not) take an oath.
IGNATURE OF NOTARY PUBLIC
STATE OF FWR 13A % LO v2.Arpo
avilA 141-1-won
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
SANDRA K HENDON
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20174022787
MY COMMISSION EXPIRES MAY 30. 2021
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
Urban design and landscape architecture/engineering services shall include, but are not limited to, complete
planning, permitting, design services, options evaluations, public meetings, detailed assessments and
recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by
Subconsultants and other consultants, field investigations and observations, post design services,
construction administration, and other related Services as needed to complete the Project. These Services
may be provided for the following disciplines, urban design, landscape, and engineering related work,
Consultant shall provide comprehensive urban design, landscape architecture, and engineering services
for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as
amended, Consultants' Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
Consultant shall provide 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 Orders and FDOT's latest
version of the Construction Project Administration Manual, if applicable. Consultant may be required to
perform all or some of the Services presented in this Agreement, depending on the needs of the City for
the Project. Consultant shall furnish, as Basic Services, comprehensive urban design, landscape
architecture, and engineering professional services for the Project.
The City will phase the Work required to complete the Project so that the Project is designed and
constructed in the most logical, efficient, and cost-effective manner. The Consultant shall be directed to
proceed with each phase of the Project using Work Orders Proposals and Work Orders.
A1.02 WORK ORDERS
A1.02-1 PROCEDURES
When Department 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, Subconsultants, and deliverable items
and/or documents.
The Director or authorized 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, Department will prepare a Work Order that will be reviewed by Department staff and the
Director or authorized designee. Upon approval, Department will issue a written Notice to Proceed
subsequent to approval of the Work Order by the Director or authorized designee.
ARTICLE A2 BASIC SERVICES
Consultant agrees to provide urban design/landscape architecture/engineering services 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 Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of
qualified personnel on the Work always to ensure its performance as specified in the Agreement.
Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by City, Consultant shall not proceed
with the next task of the Work until the documents have been approved, in writing, by City, and a Notice to
Proceed with the next task has been issued by City.
Consultant is solely responsible for the 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 the standard of care in the
community, 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
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
design, drawings, specification, and other Services furnished by the Consultant under this Agreement.
Consultant shall, without additional compensation, correct or revise any errors, omissions, andlor
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 their
designs, drawings, specification or other Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A 2.01-1
Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional
agencies to develop several options for how the various elements of the Project will be designed and
constructed.
A2.01-2
Consultant shall, utilizing a compilation of available documentation, confer with representatives from
the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify
aspects of the completed facility program that may require further refinement to attain the requisite
detail of design development required to begin the creation of Construction Documents. For clarity of
scope, the items that need further development will be called 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 materials.
A2.01-4
Consultant shall hire the appropriate Subconsultant/Subcontractor to provide urban design, landscape
architecture and engineering services which are not in-house. Surveys shall include the location of all
site structures including all utility structures and facilities. Consultant shall also engage a soil testing
firm to perform soil borings and other tests required for new construction Work. The extent to which this
Work will be needed shall be based on the surveying and soil borings performed previously by the City.
Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses.
A2.02 SCHEMATIC DESIGN PHASE
A2.02-1 Schematic Design
1. 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
of Probable Construction Cost, Project Development Schedule and review of Constructability
Review reports.
2. Schematic Design Studies consist of site plan(s), landscape and hardscape plans, 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 and landscape and hardscape plans may be single -line diagrams. A
simple perspective rendering or sketch, model or photograph thereof may be provided to further
show the design concept.
3. 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.
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
4. The Project Development Schedule shall show the proposed completion date of each task of
the Project through design, bidding, and post design services.
5. Constructability Review reports shall be conducted by the City and/or its consultants at design
stages deemed necessary by the Project Manager. The Consultant shall provide five additional
deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an
established deadline for review report submission back to the City. The Consultant shall
provide written responses to all comments within two weeks and shall maintain files of all
related review reports and response reports. If necessary, the City may coordinate
Constructability Review meetings with some or all of the reviewers with the Consultant present
to discuss specific issues. In addition to the Constructability Review process, the 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 the City. Any findings as a result of said Peer Review would
be addressed by the Consultant, and if requested by the City, would be incorporated into the
design documents, at no additional cost to the City and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT PHASE
From the approved Schematic Design documents, Consultant shall prepare for approval by City, separate
Design Development Documents, updated Project Development Schedules, updated Statements of
Probable Construction Costs and a review of Constructability Review reports.
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
sections), outline specifications, and other documents.
2. 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 each element through:
2.1 Plan sections and elevations
2.2 Typical construction details
2.3 Final materials selection
2.4 Construction phasing plan
3. The updated Development Schedules shall show the proposed completion dates of each milestone
of each Project through design, bidding, construction and proposed date of occupancy. Consultant
will also detail 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 shall prepare recommendations for
reducing the scope of that 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.
5. Constructability Review reports
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, Consultant shall prepare for written approval by City,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a
fully biddable, perm ittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not
included in the 30%, 60%, 90% and Final Construction Documents review shall be noted.
Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the
Project.
2. The updated Project Development Schedule to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
3. An updated Statement of Probable Construction Cost in CSI format.
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
4. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit
of the budgeted amount.
5. A Project Specifications Index and Project manual with at least 30%, 60%, 90% and Final
Construction Documents of the Specifications completed. Documents submittal shall also include
all sections of Divisions'"0" and "1."
6. Consultant shall include, and will be paid for, City -requested alternates outside of the established
Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in
connection with alternates required by the failure of Consultant to design the Project within the fixed
limit of Construction Cost.
7. Consultant shall not proceed with further construction document development until approval of the
30% documents is received in writing from City. Approval by City shall be for progress only and
does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to
other covenants contained in this Agreement. Consultant shall resolve all questions indicated on
the documents and make all changes to the documents necessary in response to the review
commentary. The 30% documents review (check) set shall be returned to City upon submission of
60% complete 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 has not advertised for bids
within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the
cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the
contrary, the City may require the Consultant to revise and modify Construction Documents and
assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and
responsible bids received exceed ten (10%) percent of the Maximum Cost Limit.
A2.04-2 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 Department of the final set and printing of the Construction Documents. The Consultant shall
promptly, at any time during the performance of the Work hereunder, advise the City of any
substantial increases in costs set forth in the Statement of Probable Construction Cost that in the
opinion of the Consultant is caused by the requirement(s) of such.
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, acceptance by the City of the 100% Construction Documents and latest Statement of
Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and
awarding the construction contract. The City, for bidding purposes, will have the bid documents
printed, or, at its own discretion, may authorize such printing as a reimbursable service to the
Consultant.
A2.05-2 Issuance of Solicitation Documents, Addenda and Bid Opening
1. The City shall issue the solicitation documents to prospective bidders and keep a complete List
of Bidders.
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ATTACHMENT B -COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
2. The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addenda, clarifications, and responses shall be issued
by the City.
3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all
prospective bidders.
4. The City may schedule a "Pre -Bid Conference" on an as needed basis, for the Project. The
Consultant shall attend all any pre -bid conference(s) and require attendance of Subconsultants
at such meetings.
5. The Consultant will be present at the bid opening, if requested by the City.
A2.05-3 Bid Evaluation and Award
The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and
the preparation of documents for Award of a contract. If the lowest responsive base bid received
exceeds the total allocated funds for construction, the City may:
1. Approve an increase in the Project cost and award a Contract;
2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or
additional compensation to the Consultant;
3. Direct the Consultant to revise the scope and/or quality of construction and rebid the Project.
The Consultant shall, without additional compensation, modify the Construction Documents as
necessary to bring the Probable Construction Cost based on such revisions within the Total
Authorized Construction Budget. The City may exercise such option where the bid price
exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be
modified by the City and the Consultant prior to soliciting bids.
4. Suspend, cancel or abandon the Project.
NOTE: Under item 3 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
A2.06-1 The Construction Phase will begin with the award of the construction contract and will end
when the Consultant has provided to the City all post construction documents, including Contractor As -
Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to
the Consultant. During this period, the Consultant shall provide administration of the construction
contract as provided by this Agreement, and as provided by law.
A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall
advise and consult with the City and shall have the authority to act on behalf of the City to the extent
provided in the General Conditions and the Supplementary Conditions of the construction contract and
their Agreement with the City.
A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field
observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the
progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain
the progress of the Project and determine, in general, if the Work is proceeding in accordance with the
Contract Documents. The Consultant shall provide any site visits necessary for certification if required
by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no
additional cost to the City. The Consultant shall report on the progress of the Work, including any
defects and deficiencies observed in the Work. The Consultant and/or Subconsultants will not be
required to make extensive inspections or provide continuous daily on -site inspections to check the
quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be
responsible for writing minutes of all meetings and field inspection reports it is asked to attend, as well
as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for
construction means, methods, techniques, sequences, or procedures, or for safety precautions and
programs in connection with the Work. The Consultant and their Subconsultants will not be held
responsible for the Contractor's or Subcontractors', or any of their agents' or employees' failure to
perform the Work in accordance with the contract unless such failure of performance results from the
Consultant's acts or omissions.
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ATTACHMENT B -COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work
made by the Consultant and require all Subconsultants to do same during each visit to the Project. The
Consultant shall also note the general status and progress of the Work, on forms furnished by the City,
and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that
the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor
is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports
shall be attached to the monthly Professional Services payment request for construction administration
services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall
result in the rejection of payment requests and may result in a proportional reduction in construction
administration fees paid to the Consultant,
A2.06-5
1. Based on observations at the site and consultation with the City, the Consultant shall determine
the amount due the Contractor based on the pay for performance milestones and shall
recommend approval of such amount as appropriate. This recommendation shall constitute a
representation by the Consultant to the City that, to the best of the Consultant's knowledge,
information and belief, the Work has progressed to the point indicated and that, the quality of
the Work is in accordance with the contract and the Contractor is entitled to amount stated on
the requisition subject to;
2. A detailed evaluation of the Work for conformance with the contract upon substantial
completion;
3. The results of any subsequent tests required by the contract;
4. Minor deviations from the contract correctable prior to completion;
5. Any specific qualifications stated in the payment certificate and further that the Contractor is
entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the
requisition.
Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to
the City on the status of the Work relative to the Construction Schedule, which shall be attached to the
Contractor's requisition. Such statement shall be prepared immediately following the requisition field
meeting and shall not be cause for delay in timely payment to the Contractor. By recommending
approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant
has made any examination to ascertain how and for what purpose the Contractor has used money paid
on account of the Construction Contract Sum.
A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and
the judge of the performance there under. The Consultant shall render interpretations necessary for the
proper execution or progress of the Work upon written request of either the City or the Contractor, and
shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and
other matters in question between the City and the Contractor relating to the execution or progress of
the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and
reasonably inferable from, the Contract Documents and shall be in written or graphic form.
A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers
it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have
the authority to recommend special inspection or testing of any Work deemed to be not in accordance
with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or
installed and completed.
A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings,
samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract
Documents shall not be authorized without concurrence of the City's Project Manager and/or Director
of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt
of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or
submittals to the Contractor with comments indicating either approval or disapproval. The Consultant
shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant
shall have five (5) calendar days to review contractor payment applications to ensure the City complies
with Florida Statute §218.70.
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required
by the Consultants own observations or as requested by the City and shall review and recommend
action on proposed changes. Where the Contractor submits a request for Change Order or Change
Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City,
his/her recommendation or proposed action along with an analysis and/or study supporting such
recommendation.
A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend
execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the
Project is substantially complete in accordance with the contract requirements. The Consultant shall in
conjunction with representatives of the City and the Contractor prepare a punch list of any defects and
discrepancies in the Work required to be corrected by the Contractor in accordance with Section
218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall
recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The
Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list
all necessary closeout documentation from the Contractor, including but not limited to all guarantees,
operating and maintenance manuals for equipment, releases of liens/claims and such other documents
and certificates as may be required by applicable codes, law, and the contract, and deliver them to the
City before final acceptance shall be issued to the Contractor.
A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's
compliance with the its contract relative to 1) initial instruction of City's personnel in the operation and
maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of
equipment and systems and 3) final clean-up of the Project to assure a smooth transition from
construction to occupancy by the City.
A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised
to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition.
In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information
provided by the Contractor, including the Contractor's record drawings. Any certifications required
under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy
of the information and documents provided by the construction contractor. Transfer of changes made
by "Change Authorization," "Change Order," "Request for Information," substitution approvals, or other
clarifications will be the Consultant's responsibility to incorporate into the "as -built"' and record
documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for
its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the
original contract documents by the Consultant. The original documents as well as the "Field Record
Set" shall become the property of the City. A reproducible set of all other final documents will be
furnished to the City free of charge by the Consultant.
A2.06-13 The 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.
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 completion of the Project.
A2.07 TIME FRAMES FOR COMPLETION
The following time frames are sequential from the date of the Notice to Proceed. A concurrent project
timeline shall be included with the Scope of Services for each Phase, as negotiated by the City and
Consultant.
Development of Objectives
Schematic Design
Design Development
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
30% Construction Documents
60% Construction Documents
90% Construction Documents
Dry — Run Permitting
Final Construction Documents
Bidding and award of Construction Contract
Construction Contract Administration
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by the City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Article B3.05.
A3.02 EXAMPLES
Except as may be specified in Schedule A-1 herein, Additional Services may include, but are not limited to
the following:
A3.02-1
Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies
of prospective sites. Surveys of the existing structure required to complete as -built documentation are
not additional services.
TBD during
TBD during
TBD during
TBD during
TBD during
TBD during
TBD during
Negotiations
Negotiations
Negotiations
Negotiations
Negotiations
Negotiations
Negotiations
A3.02-2
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and
surveys or inventories in connection with construction performed by the City.
A3.02-3
Specialty Design: Any additional special professional services not included in the Scope of Work.
A3.02-4
Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the
initial start-up, testing, adjusting and balancing of any equipment or system; extended training of the
City's personnel in operation and maintenance of equipment and systems, and consultation during such
training; and preparation of operating and maintenance manuals, other than those provided by the
Contractor, subcontractor, or equipment manufacturer.
A3.02-5
Major Revisions: Making major revisions to drawings and specifications resulting in or from a change
in Scope of Work when such revisions are inconsistent with written approvals or instructions previously
given by the City and are due to causes beyond the control of the Consultant. (Major revisions are
defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any
significant portion thereof).
A3.02-6
Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration
proceeding or legal proceeding, providing, however, that the Consultant cannot testify against the City
in any proceeding during the course of this Agreement.
A3.02-7
Miscellaneous: Any other services not otherwise included in this Agreement or not customarily
furnished in accordance with generally accepted architectural/engineering practice related to
construction
A3.03 ADDITIONAL DESIGN
The City may, at its option, elect to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
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ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by the Consultant and the
Subconsultant for the purposes listed below.
A4.01-1
Transportation: Transportation shall be considered as reimbursable expenses under this Agreement.
A4.01-2
Travel and Per Diem: Travel and per diem expenses shall be considered as reimbursable expenses
under this Agreement.
A4.01-3
Communications Expenses; Identifiable communication expenses approved by the Project Manager,
long distance telephone, courier and express mail between the Consultant's various permanent offices
and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office.
Cell phones will not be considered as reimbursable expenses under this Agreement.
A4.01-4
Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is
required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-5
Geotechnical Investigation: Identifiable soil borings, reports, and testing costs approved by Project
Manager.
A4.01-6
Permit Fees: AM Permit fees paid to regulatory agencies for approvals directly attributable to the
Project. These permit fees do not include those permits required to be paid by the Consultant.
A4.01-7
Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager.
A4.01-8
Other: Items not indicated in Article 4.01 when authorized by the Project Manager.
A4.02 SUBCONSULTANT REIMBURSEMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant
`s agreement provides for reimbursable expenses and when such agreement has been previously
approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of
this Agreement.
ARTICLE A5 CITY'S RESPONSIBILITIES
A5.01 PROJECT & SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant
with the information described below or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1
Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of
existing structures, the grades and lines of street, pavement, and adjoining properties; the rights,
restrictions, easements, boundaries, and topographic data of a building site, and existing utilities
information regarding sewer, water, gas, telephone and/or electrical services.
A5.01-2
Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other
tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and
recommendations. The Consultant shall recommend necessary tests to the City.
A5.01-3
General Project Information: Information regarding Project Budget, City and State procedures,
guidelines, forms, formats, and assistance required establishing a program as per Article A2, Basic
Services.
31
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
A5.01-4
Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject
to as -built availability. However, such drawings, if provided, are not warranted to represent conditions
as of the date of receipt. The Consultant must still perform field investigations as necessary in
accordance with Article Al to obtain sufficient information to perform its Services. Investigative services
more than requirements itemized, must be authorized in advance.
A 5.01-5
Reliability: The services, information, surveys and reports described in Articles 5.01-1 through A5.01-
4, shall be furnished at the City's expense, and the Consultant shall be entitled to rely upon the accuracy
and completeness thereof, provided the Consultant has reviewed all such information to determine if
additional information and testing is required to properly design the Project.
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1
Provided that the Consultant and the City mutually agree to the terms of the general and supplementary
conditions of the Contract Documents, the Consultant and the City staff shall each perform their
respective duties described in the general conditions and supplementary conditions of the construction
contract relating to review and approval of the construction work by the Contractor.
A5.02-2
if the City observes or otherwise becomes aware of any fault or defective Work in the Project, or other
nonconformance with the contract during construction, the City shall give prompt notice thereof to the
Consultant.
32
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF SERVICES
SCHEDULE Al - SUBCONSULTANTS/SUBCONTRACTORS
FIRM NAME
CONSULTING FIELD
Civitas
Urban Design and Landscape Architecture
Kimley Horn
Landscape Architecture
Urban Robot
Architecture
Basulto Associates
Mechanical, Electrical and Plumbing Engineering
CMS
Construction Cost Estimating
Creativision Media
Public Outreach
HR&A
Economic Assessment
Milian Swain
Civil Engineering
Moffatt &Nichol
Marine Engineering — to be used as advisory if required
via Additional Service request
Tillett Lighting
Lighting Design
Yousseff Hachem
Structural Engineering
SCHEDULE A2 - KEY STAFF
STAFF MEMBER NAME
JOB CLASSIFICATION
Mark Johnson
Civitas Principal
Craig Vickers
Civitas Principal
Robin Norcross
Civitas Project Manager
George Puig
Kimley Horn Landscape Architect
JJ Wood
Urban Robot Principal
Rene Basulto
Basulto Engineering, MEP Engineer
Keith Emery
CMS, Construction Cost Estimating
Charesse Chester
Creativision Media, Public Outreach
Candance Damon
HR&A, Economics
Julio Menache
Milian Swain, Civil Engineer
Tim Blankenship
Moffatt & Nichol, Marine Engineer
Linnaea Tillett
Tillett Lighting, Lighting Design
Yousseff Hachem
Yousseff Hachem, Structural Engineer
33
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B1 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following methods
or a combination thereof, at the option of the Director or designee, with the consent of the Consultant.
a) A Lump Sum as defined in Article 83.01, Lump Sum.
b) An Hourly Rate as defined in Article B3.02, Hourly Rates, and at the rates set forth pursuant to the
same.
NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation.
B1.01 COMPENSATION LIMITS
The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant
payable by the City under this Agreement shall be limited to the amount specified in Article 2.04-1
Compensation Limits, as the maximum compensation limit for cumulative expenditures under this
Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise
may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where
specifically approved in accordance with the City Code by the City Manager or City Commission as
applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement.
B1.02 CONSULTANT NOT TO EXCEED
Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage
amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall
have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's
own cost and expense.
ARTICLE B2 WAGE RATES
B2.01 FEE BASIS
All fees and compensation payable under this Agreement shall be formulated and based upon the averages
of the certified Wage Rates that have received and approved by the Director. The averages of said certified
Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the
effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in
the specified professions and job categories that are to be utilized to provide the services under this
Agreement, regardless of manner of compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Schedule B1 identifies the professions, job categories and/or employees expected to be used during the
term of this Agreement. These include architects, engineers, landscape architects, professional interns,
designers, CADD technicians, project managers, GIS and environmental specialists, specification writers,
clerical/administrative support, and others engaged in the Work. In determining compensation for a given
Scope of Work, the City reserves the right to recommend the use of the Consultant employees at Wage
Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, a maximum multiplier of 2.9 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 exemplified in Attachment A, Schedule
A2, Key Staff.
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
34
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits)
and an overhead factor. Failure to comply with this section shall be cause for cancellation of this
Agreement.
B2.06 ESCALATION
There shall be no escalation clause as part of this Agreement.
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION
The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant
to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable,
in the following manner:
B3.01 LUMP SUM
Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by
the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method
of compensation.
B3.01-1
Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established
herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its
requested Lump Sum compensation. Such verification shall present sufficient information as depicted
in Schedule A2, Key Personnel.
B3.02 HOURLY RATE FEES
B3.02-1
Hourly Rate Fees shall be those rates for the Consultant and Subconsultant employees identified in
Schedule B1 Wage Rates Summary. All hourly rate fees will include a maximum not to exceed
figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for
any fee, cost or expense above this figure.
B3.02-2 CONDITIONS FOR USE
Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible
to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours,
or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees
may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish
an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed
on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions more than
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.
35
ATTACHMENT B -COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
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.
B3.05 FEES FOR ADDITIONAL SERVICES
The Consultant may be authorized to perform Additional Services for which additional compensation and/or
Reimbursable Expenses, as defined in this Agreement under Articles A4 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 website at http:/fwww.miamigov.com/CITPfforms.html.
The webpage also provides the procedures for completing these forms. Failure to use the forms or follow
the procedures will result in the rejection of the Work Order Proposal.
B3.05-1 DETERMINATION OF FEE
The compensation for such services will be one of the methods described herein: mutually agreed upon
Lump Sum; Hourly Rate with a Not to Exceed Limit.
B3.05-2 PROCEDURE AND COMPLIANCE
An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order,
shall be required to be issued and signed by the Director for each additional service requested by the
City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall
not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing
Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws.
B3.05-3 FEE LIMITATIONS
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing,
stenographic, clerical, or other employees time or travel and subsistence not directly related to a project.
For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one
(1.0) times the amount expended by the Consultant.
B3.06 PAYMENT EXCLUSIONS
The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and
specifications, for extended construction administration, or for other work when such work is due to errors
or omissions of the Consultant as determined by the City.
B3.07 FEES RESULTING FROM PROJECT SUSPENSION
If a project is suspended for the convenience of the City for more than three months or terminated without
any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized,
performed prior to such suspension or termination, together with the cost of authorized reimbursable
services and expenses then due, and all appropriate, applicable, and documented expenses resulting from
such suspension or termination. If the Project is resumed after having been suspended for more than three
months, the Consultant's further compensation shall be subject to renegotiations.
ARTICLE B4 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. The Subconsultant 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 OCI website at http://www.miamigov.com/CITP/forms.html. Failure to submit invoice(s) within
60 days following the provision of Services contained in such invoice may be cause for a finding of default.
Failure to use the City form will result in rejection of the invoice.
36
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For those Projects and Work Orders where comprehensive design services are stipulated, said payments
shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated
below for each Phase.
B4.03 BILLING — HOURLY RATE
Invoices submitted by 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
Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate
authorizations, submit a progress report giving the percentage of completion of the Project development
and the total estimated fee to completion.
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly in proportion to the services performed. When
such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the
Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total
charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized
Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data
for payments made to or costs incurred by the Subconsultants engaged on the project or task.
In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project development and the total estimated fee to completion.
B4.05 DEDUCTIONS
No deductions shall be made from the Consultant's compensation on account of liquidated damages
assessed against contractors or other sums withheld from payments to contractors.
ARTICLE B5 REIMBURSABLE EXPENSES
B5.01 GENERAL
Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of
Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual
expenditures made by the Consultant and the Consultants° employees, the Subconsultants, and the Special
Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation
Transportation shall be considered as reimbursable expenses under this Agreement.
B5.01-2 Travel and Per Diem
Travel and per diem expenses shall be considered as reimbursable expenses under this
Agreement.
B5.01-3 Communication Expenses
Identifiable communication expenses approved by the Project Manager, long distance
telephone, courier and express mail between Consultant and Subconsultants.
B5.01-4 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 expenses must
be accompanied by satisfactory documentation.
B5.01-5 Permit Fees
All Permit fees paid to regulatory agencies for approvals directly attributable to the Project.
These permit fees do not include those permits required to be paid by the construction
Contractor.
B5.01-6 Surveys
37
ATTACHMENT B - COMPENSATION AND PAYMENTS
PROFESSIONAL SERVICES AGREEMENT
Site surveys and special purpose surveys when pre -authorized by the Project Manager.
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS
Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant
agreement provides for reimbursable expenses and when such agreement has been previously approved
in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE
B5, Reimbursable Expenses herein.
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It is understood that all Consultant agreements and/or Work Orders for new Work will include the provision
for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue
of signing this agreement they agree to a re -use in accordance with this provision without the necessity of
further approvals, compensation, fees or documents being required and without recourse for such re -use.
38
ATTACHMENT B — COMPENSATION AND PAYMENTS
SCHEDULE BI - WAGE RATES SUMMARY
KEY STAFF NAME
JOB CLASSIFICATION
ADJUSTED
NOT TO
EXCEED
HOURLY RATE
(Multiplier
Applied)
Mark Johnson
Civitas Principal
$275
Craig Vickers
Civitas Principal
$250
Robin Norcross
Civitas Project Manager
$130
George Puig
Kimley Horn Landscape Architect
$218
JJ Wood
Urban Robot Principal
$200
Rene Basulto
Basulto Engineering, MEP Engineer
$265
Keith Emery
CMS, Construction Cost Estimating
$186
Charesse Chester
Creativision Media, Public Outreach
$62
Candance Damon
HR&A, Economics
$405
Julio Menache
Milian Swain, Civil Engineer
$235
Tim Blankenship
Moffatt & Nichol, Marine Engineer
$230
Linnaea Tillett
Tillett Lighting, Lighting Design
$250
Yousseff Hachem
Yousseff Hachem, Structural Engineer
$150
39
ATTACHMENT B - COMPENSATION
SCHEDULE B2 - CONSULTANT INVOICE
CITY OF MIAMI
PLANNING DEPARTMENT
CONSULTANT STANDARD INVOICE
To:
City of Miami
Planning Department
444 SW 2nd Avenue- 3rd Floor
Miami, FL 33130
Invoice Number.
'--"----�-'-'---------------
ATTN:
Invoice Date: Month 00, 0000
Page:
From:
Invoice Period:-From_4-_.�._.._.._-._.
Month 00, 0000
Contract No.:
_TOE___.
Month O0, 0000
Contract Title:
Project No.:
Project Name:
NOTE: Invoices received past 3:00 PC weh be stamped van the Next Business Date
Prepare Invoices Property to wain paymens delay.
Each main most be signed by a Prinopal of thefvm as deagnates
Purchase Order No.:
Attach appropriate back-up [locomen'. to each invoke.
Submit two (2) wed anginals_
Work Order No:
SERVICE
CONTRACT AMOUNT
%COMPLETE
TOTAL EARNED I TO DATE 1 PREVIOUSLY INVOICED
CURRENT INVOICE AMOUNT
Schematic Design (SD)
$ -
$ - $ -
$ -
Design Development (DO
$ -
$ - $ -
$ -
30% Construction Documents (30%CD)
$ -
$- - .$ -
$ -
60%Construction Documents 160%CP)
$•
$ - $ -
$ -
S0% Construction Documents (90% CD)
$ -
$ - $ -
$ -
100%OcnsWotion Documents (100% CD) --$
-
-$ - b -
-$ -
D Run Permdbng
$ -
$ - $ -
$ -
8iddirig or Negahatien Phase
$ -
-
$- $ -
$ -
Construction Administration (CA)
$ -
' $ -
$ -
$ -
_
$ - $ -
$ -
S -
$ - _$ -
$ -
$ -
$ - $ -
$
$
$ - $ -
$ -
$ -
$ - $ -
$ -
Reimbursable Expenses
$ -
$ - $ -
$ -
1. (Title)
$ -
$ -
$ -
$ -
2.(Title)
$ -
$ -
$. -
$ -
3. (Title)
$
$ -
I $ -
$ -
$ -
$ -
1$ -
$ -
Additional Services
$ -
$ _ -
1 $ -
$ -
1. (Title)
$ -
$ -
$ -
$ -
2.(Ifi0)
$ -
$ - _
$
$
3. [Titlel
$ -
$ -
$
$
$ -
$ -
$
$
TOTAL:I $ -
$ - $ -
$ -
Prior to this Invoice Remaining Contract
Subtotal:
$ -
Balance:, $ - 1
Deductions:
Total Due :
$ -
TO BE COMPLETED BY CONSULTANT FIRM
CERTIFIED TRUE AND CORRECT BY: SUPPE:M :NG DOCUMENTS CNECKUST:
Activation Letter of Phase being Invoiced:•
supporting poruments tar Invoice.�
Construction Status Report:
(Signature 0f Primpall Foal Payment Documents'.
Addition. Service Authorizations.
I Type Name and TM1Ie of Pnripall
AREA. TO BE COMPLETED BY CITY OF MIAMI
CITY OF MIAMI APPROVAL:
DATE 1 SIGNATURE
Date Received Planning:
PROJECT MANAGER
CHIEF PROJECT MANAGER
Jeremy Calleros Gauger
Date Received for Payment Processing (Budget Department):
DEPUTY DIRECTOR
Francisco J. Garcia
DIRECTOR
40
EXHIBIT A - PHASE 1 AND PHASE 2 TOTAL FEES SUMMARY
EXHIBIT A
Virginia Key Park - Fees by
Consultant
REVISED 03.12.2018
PHASE 1 & 2
PHASE 1 - PRE)DESIGN Id Wks)
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PHASE 1 . CONCEPT 015iGN {15 WKS
PHASE 2- SCHEMATIC DESIGN 118 WEEKS)
SOIL Schemate Design )8 Wks)
100% Schematic Design 110 Wks}
PHASE 1 TOTAL DESIGN FEES
PHASE I% OF CONTRACT BY FJRM
-----------
IIIMMEM.111.1111111111MI
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551 o.D00
580, De0 1151MT!
540,000
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ITI
578,000
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550;000
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NEIMB8Rf5A8LE5 - TOSE FINALIZED
PHASE 1 & 2 FIRM TOTALS
MEMIMIREI
IrIMIMBEIMISMEMI
MM
s10,800
IENE1_
NMEMMEEZI
57,000®
585,000
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TOTAL PHASE 1 & 2 DES!GN FFE +
REfMBUHSABLES
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ADD _, _ - - :..:
s Design phasel If pralloved Concepts for chematic
Design phase IF approved Concept Design
mdodes hems beyond scope of services.
540.00D
■■■
825 COD
510,000
$ l S 00Addk,?
42
EXHIBIT B - PHASE 1 AND PHASE 2 SCOPE OF SERVICES
EXHIBIT B
City of Miami - Virginia Key Scope of Service
(EXHIBIT B)
The project scope is divided into two scope phases (Contract Group 1 and 2 beiow)
following the major tasks set out in RFQ-16-17--003 and discussions with the City of Miami.
Following the two phase (Contract Group 1 and 2) work plan outlined below, the 25-month
work schedule is divided into the following basic time frames:
Contract Group 1
Contract Group 2
37 weeks
64 weeks plus construction
General Conditions
Our Basic Services, as defined here in this scope of work document (Attachment A.1a) and
our compensation for these services as defined in (Exhibit B.1), are subject to the terms,
conditions and assumptions in this Attachment A.1 a. Our scope of work boundary is
indicated in Exhibit C.
For the purposes of this proposal, the design team has made a series of assumptions, listed
within this document. The primary assumption is that Phase one (or contract Group 1) is
defined as 100% Schematic Design drawings and progress specifications that can be
utilized to establish a final budget for the park. Once the budget has been established, the
phase 2 (or Contract Group 2) fees will be negotiated to fit the final design, budget and level
of construction complexity. The Phase 2 (Contract Group 2) fees are included within this
proposal as an order of magnitude only, and we expect to negotiate all design fees after
acceptance by the City of Miami for our 100% Schematic Design Documents.
Our services include only those to be provided by the design team and not those of the City
or any other third party. If these items, conditions or assumptions change for reasons not
caused by us, as a result, we are required to perform additional services, we will be entitled
to be compensated for those Additional Services in accordance with Exhibit B.1.
Ste Scope of Work
• Site Boundary (EXHIBIT C):
a) Main site = +- 17.0 acres
b) Shared site = 4.5 acres shared design area with stadium architects that Civitas
team will lead and document, plus approximately 2.5 acres additional of other
design projects to be coordinated between design teams by the City of Miami.
• Architecture
1. (1) Potential Restroom facility (to be studied with other program alternatives)
2. (6) family size picnic pavilions
3. (1) larger gathering pavilion
4. (1) Potential Storage building for city use (may be combined with restroom).
• Parking
a) Coordination for access to possible shared facility use with proposed parking
garage or surface lots associated with the marina project.
b) Civitas Team to design and document daily user surface parking, as well as
some shared parking with Miami Rowing Club (quantity to be determined).
1200 I3annock Street
Denver, GO 80204
is 303.571.0053
F: 303.825.0438
www.cihita. inc.com
44
EXHIBIT B
• Access off Rickenbacker Causeway:
a) Civitas Team to incorporate the new access into site from Rickenbacker
Causeway into the function of the new park design as it relates to serving event
and day to day park programming.
• Marine Stadium
a) Civitas team to design and document approximately 4.5 acres of shared site in
coordination with the stadium architect team.
b) Civitas team to coordinate with stadium architect for the areas directly adjacent
to the stadium (assuming Marine Stadium is responsible for 100' offset from
building facade)
c) A Shared use agreement with facilities such as restrooms and potential
vending space.
• Miami Maritime Center:
a) CIP and DREAM are working on design for Maritime Center currently.
Placement of building will be consistent with the Master Plan, but parking and
access will be coordinated through the City of Miami with our design team.
This access/ building will include welcome center, office/meeting space, boat
ramp with 5 ramping spaces and 100 parking spaces for trailers.
Contract Group 1
Contract Group 1 is defined as Pre -Design Phase thru 100% Schematic Design. The
primary intent of this Contract group is to develop a clear design concept direction, build
consensus thru an inclusive public and stakeholder process and to establish a final park
program and construction budget for the future phases of the design scope. The tasks,
meetings and deliverables in this contract group are based on a process of working thru
issues and making decisions about program and design. Therefore, the work required is
predictable. In the following Contract group 2 the fees are based on our collective
experience of projects of this scale and programmatic scope. This scope of work assumes
that the final fees for Contract Group 2 will be renegotiated after the design direction has
been established and a firm construction budget has been identified This will allow the
consultant team and the City to more accurately adjust the design fees to fit the actual
construction budget.
PHASE 1 - TASK 1 Pre -Design 4 weeks
In the Pre -Design Phase of the work scope the Civitas team will work closely with the City of
Miami to establish the project process controls, communication strategies, background
information gathering and the analytical foundation that will result in a productive and
efficient Design process. Civitas will study and analyze current vision documents for the park
and plans related to adjacent properties and amenities. For this phase we are assuming that
all site survey, geotechnical information, other survey information available such as;
mangrove survey, marine, biological survey, seagrass Survey information, Bathometric
information, traffic studies and other miscellaneous foundational information will be provided
by the City for the purposes of informing Schematic Design process and decision -making
millstones.
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EXHIBIT B
Information provided by the City
a Site Survey information
The City of Miami will provide updated site survey information for inland features
including site structures, current boundary, topographic, detailed tree/vegetation in
State Plane coordinates to an appropriate vertical datum, including all abutting right
of ways, easements, right of ways, existing utilities such as but not limited to
sanitary sewer and drainage rims, inverts, and pipe sizes and materials. Survey
information will be provided in AutoCAD (dwg) electronic file format. The City will
also provide survey information for the complete right of way of Rickenbacker
Causeway along the boundary of the site.
o Site Geotechnical Information
The City of Miami will provide for the project site and adjacent projects for the
design team's use through 100% Schematic Design.
o Traffic Studies and Analysis
The City of Miami will provide any previous traffic studies and traffics counts for the
design teams review.
o Adjacent Project Information
The City of Miami will provide site survey information for any adjacent projects, any
geotechnical information for these projects, and current design documents for
these projects for our use in developing and coordinating our design.
This critical step is planned to be a 4-week effort to ensure the necessary time to build
sound working relationships with City staff, the community and the stakeholders is adequate
and the foundational/ analytical resources are complete prior to engaging in Concept
Design, The following tasks, meeting and deliverables are anticipated in the Pre -design
Phase of the scope.
Tasks
• Base Mapping
• Local Code Analysis/investigation
• Identify stakeholders, technical committee in coordination with City of Miami
through existing city information and lists. City to provide lists to Civitas team.
• Define Media Strategy in coordination with City of Miami
• Define public outreach approach and schedule in coordination with City of Miami
Meetings
• Design Team Meetings in Miami 1
• Design Team Meeting via conference call 1
• Stadium Architect in Miami 1
• VKAB Meetings 1
• FDOT/ County Meeting with Design Team 1
• Miami International Boat Show Representatives Meeting 1
• City of Miami Meetings in Miami 1
• City of Miami Meeting via conference call 1
Deliverables
• Unified Project Schedule
• Unified Control Plan
• Public outreach strategy/schedule
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EXHIBIT B
• Project Design Phase and Construction Schedule
PHASE 1 - Task 2 Concept Design 15 weeks
Upon completion of the Pre -Design, Civitas will initiate the Concept Design Phase of the
work Scope. The Complete Concept Design Phase will require several steps that are
designed to both test and evaluate design and create a relationship with the community and
the stakeholders. The tasks/ milestones articulated below, will be led by the Civitas team in
close collaboration with the City staff and our internal consultant team.
Specifically, the primary steps within this Phase of the work scope are;
• Discovery/Understanding
• ProgrammingNisioning/Testing
• Refinement and Concept Approval / Concept Documentation.
Each step in the Concept Design process will involve the community and stakeholders to
achieve both consensus and a cohesive site program and design concept. Each step in the
process involves Ideation, dialogue and debate, design evaluation, design refinement and
cost modeling / evaluation. At the conclusion of the phase and after final approval by the
City of Miami, Civitas will prepare a final Concept Design Book that includes a written
Concept narrative, clear design principles that will guide the Schematic Design through
Construction Document design phases, 3d computer visualization, plan graphics and
sections to fully articulate the Concept Design steps:
1. Discovery and Understanding 4 Weeks
Civitas will analyze and diagram the urban design/neighborhood relationships,
issues and opportunities to ensure a successful and well -integrated park. This line
of study will reveal critical site features, views and landmarks, site access, internal
site mobility and regional land-based/water-based mobility (possibilities). We will
study traffic impact information provided by the City to Rickenbacker Causeway as
it relates to ingress and egress issues, potential new site connection points as well
internal site mobility opportunities and constraints. We will compile and graphically
depict the key driving site issues that may or may include: available data relating to
marine structural, environmental conditions within the project scope area, including
site features/ conditions, environmental information and potential constraints due to
mangrove locations, geotechnical report and requirements. The Civitas team will
perform an economic analysis for the park based on the emerging program,
governance and maintenance strategies. Civitas will organize and format a working
cost model that wit be updated twice in the Phase 1 (Contract Group 1) of the work
scope.
Deliverables
• Historic Design, photos, plans etc.
• Social Media Launch
• Analysis
• Mapping I Diagrams
• Precedent Studies
• Programming Studies
• Format cost model
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EXHIBIT B
2. Visioning/ Programming/ Testing 7 Weeks
Based on the foundation established in the Discovery / Understanding step, Civitas
will develop design principles that will guide the design and decision -making
process, develop design frameworks and design alternatives that will be used to
evaluate the program, relative costs, experiential quality and form giving. Civitas will
work closely with the City to evaluate the alternative prior to vetting them with the
various community stakeholders. After the alternative evaluation step the Civitas
team will refine the design alternatives, prepare precedent studies, prepare a
working 3D digital working model, prepare the graphics and presentations
graphics, develop an evaluation criteria matrix and update the working cost models
necessary for engaging the community and the various stakeholders. Simultaneous
to the alternative development the Civitas team will perform economic analysis to
inform the alternative evaluation process.
Deliverables
• Design Principles
• Program Plan Alternatives
• Precedent Study Refinement
• Design Alternatives
• Cost Models for Design Alternatives
• 3D Digital Concept Design Alternative Models
• Economic Analysis
3. Refinement 4 Weeks
Following the alternative evaluation and community vetting process Civitas will
synthesize the very best ideas that emerge for the process into a preferred design
alternative including updates to the working 3D model, the working cost model and
the initial recommendations for funding, governance and potential revenue
generation. Civitas will prepare a complete Concept design package including all
written principles, graphics, summary of the process and relative cost models for
the internal City review and approval process.
Deliverables
• Community Input
• Evaluation Matrix
• Design Synthesis
• Preferred Alternative Refinement
• 3D model and presentation graphic updates
• Preferred Alternative Cost model update
• Economic Analysis, funding, governance recommendations
• Final Concept Design Book
Concept Approvals City of Miami 2 Weeks
Meetings
• Design Team Meetings in Miami 4
• Design Team Meetings via conference call 2
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EXHIBIT B
• Stadium Architect in Miami 2
• VKAB Meetings 2
• City of Miami Meetings in Miami 4
• FDOT/ County Meeting 1
• County Environmental Regulatory Agencies 2
• Community Meetings 3
PHASE 2 - Task 3 - 100% Schematic Design 18 Weeks
Upon final City approval of the Concept Design Phase, the Civitas team will initiate the 100%
Schematic Design process. This phase of the work scope is anticipated to be 18 weeks
including a milestone plan review /Referral check at the 50% Schematic Design level. In this
phase of the work scope the Civitas team will assist the City with construction cost
evaluation, value engineering and the establishment of the Construction budget as a basis
for the rest of the design process.
1, 100% Schematic Design: 18 Weeks
During the 100% Schematic design phase we will advance the design to further by
revisiting the contextual relationships such as the Key Biscayne neighborhood, the
relationship to the marina facility and the synergies with the Stadium renovation
project. We will test the feasibility for the preferred scheme from a technical
engineering perspective including basic engineering frameworks for drainage,
structural methodologies, electrical and mechanical system approaches. Here we
will evaluate materials and construction methodologies as it pertains to project
costs, constructability and sustainability. We will evaluate the potential for art
integration both at a conceptual level and a delivery method. Civitas will update the
working cost model as the design refinement occurs. We anticipate one update
during the 100% schematic design step. Civitas will update the illustrative graphics
and digital model for community presentation purposes, the final100% schematic
Design report, but also for the use on the website and media distribution.
The Civitas team will perform an economic study to evaluate park activities
consistent with the design principles and vision articulated in the concept and
100% Schematic Design steps to determine their feasibility in the Miami
marketplace based upon the uses identified in the 100% Schematic Design
process. We will examine the economic performance of compatible activities in
similar contexts in order to estimate potential revenue generation, governance
scenarios and maintenance costs.
Deliverables
• Engineering and Technical Feasibility
• Refined Design, materiality and construction methodologies
• Art in Public Places
• Cost model update and Final budget establishment
• Updated 3d digital model and 100% Schematic Design graphics
• 100% Schematic Design Technical Drawings
• Material, Finish and Detailing Narratives
• Plant Palette Exhibit
• Tree Inventory Plan
• Probable Construction Costs - CSI format
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EXHIBIT B
• Final 100% Schematic Design illustrative report/design book and
updated 3d model and graphics
• Economic Analysis and governance strategies
2. 100% Schematic Design CityReview 2 Weeks
Meetings
• Design Team Meetings in Miami 4
• Design Team Meetings via conference call 4
• Stadium Architect in Miami 1
• VKAB Meetings 1
• City of Miami Meetings in Miami 1
Contract Group 2
Contract Group 2 is defined as the beginning of Design development, after the 100%
Schematic Design has been approved by the City, thru the remainder of Design
Development, Construction Documentation, Bidding and Construction Phase Services. As
the Construction budget will be set after the completion of the 100% SD milestone, the
Civitas team reserves the right to renegotiate the remaining scope and fees based on better
construction cost information and a more clearly defined design and project complexity.
PHASE 3 - Task 1 50% Design Development 10 weeks
Upon completion of the Contract Group 1 (100% Schematic Design) the Civitas team will
initiate completion of the 50% Design Development process. In this portion of the work
scope the Civitas team will fully refine the overall park design that meets the established
construction budget, technical requirements and local code compliance, refinement of the
basic materials, program elements and features that will give the park its look, feel and
performance, narrow the options of construction methodologies and develop outline
construction specifications. This phase of the work scope will include design refinement
charrettes with the City of Miami staff and the internal design team to further evaluate the
design concepts, relative costs, the materials to be used and the construction
methodologies to be employed in the construction phase. 50% Design Development
Documents include all necessary design and engineering frameworks and plans/details
(included but not limited to grading, layout, Civil, utility and infrastructure, Architectural,
structural, lighting„ planting and irrigation), sections, elevations, details and draft
specifications necessary to obtain approvals and inter -team coordination. The Civitas team
will work closely with the City of Miami staff to ensure the project meets all city and
regulatory requirements, is tracking with the overall project budget and the deliverables meet
City standards. The Design Development Document phase will include City Plan review
/referral comment process checks at 50% and 100% stages of the documentation process.
1. 50% Design Development scope 8 Weeks
Civitas will also include updates to the working cost model and the 3d digital
model and the associated graphics that depict the overall program, scope and
design. The entire Civitas team will evaluate the technical aspects of the project
design and work to finalize engineering frameworks for site drainage, electrical,
mechanical, in-water/seawall engineering, environmental impacts and habitat
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EXHIBIT B
restoration methodologies. The overall site program will be finalized as the
anticipated construction costs are evaluated and balanced.
2. 50% Design Development Review & Comments City of Miami 2wks
Deliverables
• 50% Design Development Technical Drawings
• 50% DD Tree Disposition Plan
• 50% DD Planting Pan, Planting Details, Planting Schedule
• Probable Construction Costs - CSI format
• Construction Phasing Concept Plan
• 50% Design Development Constructability Review Report
• Project Design Phase and Construction Schedule
Meetings
• Design Team Meetings in Miami 2
• Design Team Meetings via conference call 2
• Stadium Architect in Miami 1
• Tech Advisory Committee Meetings 1
• VKAB Meetings 1
• City of Miami Meetings in Miami 2
PHASE 3 - Task 2 100% DESIGN DEVELOPMENT 10 weeks
After the completion of the 50% Design Development Phase, the Civitas team will prepare
100% Design Development Documents. This phase of the work scope will include design
refinement charrettes with the City of Miami staff and the internal design team to further
evaluate the design concepts, relative costs, the materials to be used and the construction
methodologies to be employed in the construction phase. Final Design Development
Documents include al[ necessary design and engineering frameworks and plans/details
(included but not limited to grading, layout, Civil, utility and infrastructure, Architectural,
structural, lighting, planting and irrigation), sections, elevations, details and draft
specifications necessary to obtain approvals and inter -team coordination. The C[vitas team
will work closely with the City of Miami staff to ensure the project meets all city and
regulatory requirements, is tracking with the overall project budget and the deliverables meet
City standards. The Design Development Document phase will include City Plan review
/referral comment process checks at 50% and 100% stages of the documentation process.
In this step we will further evaluate overall construction cost model update.
1, 100% Design Development 8 Weeks
2, 100% Design Development Review & City Comments 2 Weeks
3, Design Development Permit Review City of Miami 2 Weeks
4, Maximum Cost Limit City of Miami 2 Weeks
s
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EXHIBIT B
Meetings
• Design Team Meetings in Miami 4
• Design Team Meetings via conference call 4
• Stadium Architect in Miami 1
• Tech Advisory Committee Meetings 1
• City of Miami Meetings in Miami 4
• City of Miami Art in Public Places Meeting in Miami 1
Deliverables
• 100% DD Technical Drawings
• 100% DD Specifications
• 100% DD Probable Construction Costs - CSI format
• 100% DD Construction Phasing Study
• 100% Design Development Constructability Review Report
• Project Design Phase and Construction Schedule
PHASE 4 - Task 3 CONSTRUCTION DOCUMENTS 26 weeks
Upon completion of the DD phase, Civitas and the entre design team will prepare final
Construction Documents for bidding and final contract negotiation. Civitas will lead this
process. The Construction Documents include: construction plans, construction
specifications, and construction sections/details necessary to construct the Park scope of
improvement. The Civitas team will be responsible for the design, inner -team coordination
and delivery of all construction documents necessary to complete the scope within the site
boundary and within the defined project construction budget. This scope includes design
and documentation coordination with adjacent projects to include the Marine Stadium
renovation project and the new improvements to the marina. The Construction Document
phase will include City Plan review /referral comment process checks at 30%, 60% and 90%
stages of the Construction documentation process.
Included in this 26-week timeframe is a 4-week timeframe for final preparation of all permit
documents. Anticipated timeframe required for permit approval by all agencies is not
included in this proposal. This timeframe will be defined following acceptance of the 30%
Schematic Design Documents, when there is a clear understanding of all requirements.
1. 30% Construction Documents 4 Weeks
• Potential alternates/ deducts identified
• Code Review and Analysis
2. 30% CD Review and Comments City of Miami
3. 60% Construction Documents
• Refined alternates/ deducts
4. 60% CD Review and Comments City of Miami
5. 90% Construction Documents
b: 90% CD Review and Comments City of Miami
• Refined alternates/ deducts
2 Weeks
4 Weeks
2 Weeks
4 Weeks
2 Weeks
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EXHIBIT B
T. Permit Document Preparation 4 Weeks
8. 100% Construction Documents 4 Weeks
• Refined alternates/ deducts
Meetings
• Design Team Meetings in Miami 3
• Design Team Meetings via conference call 3
• City of Miami Meetings in Miami 3
• City of Miami Meetings via conference call 3
• City of Miami Art in Public Places Meetings in Miami 1
Deliverables
• 30% CD Technical Drawings
• 30% CD Specifications
• 30% CD Tree Disposition Plan
• 30% CD Planting Plan, Planting Details, Planting Schedule
• 30% CD Irrigation Plan, Irrigation Details, Irrigation Schedule
• 60% CD Technical Drawings
• 60% CD Specifications
• 60% CD Probable Construction Costs - CSI format
• 90% CD Technical Drawings
• 90% CD Specifications
• 90% CD Probable Construction Costs - CSI format
• Permit Drawing Sets
• 100% CD Technical Drawings
• 100% CD Specifications
• Project Design Phase and Construction Schedule
PHASE 5 - Task 4 BIDDING AND AWARD OF CONTRACT 6 Weeks
Civitas and the design team will support the City during the bidding process, attending a
Pre -Bid Conference to clarify scope and explain significant features to prospective bidders
and to walk the site. As needed Civitas will assist the City in the preparation of addenda,
review of qualifications and of bids.
Meetings
• Pre -bid Conference in Miami 1
• Design Team Meetings via conference call 1
• City of Miami Meetings in Miami 1
Deliverables
• Bid Package preparation
• Bid Addendum & drawing revisions
PHASE 6 - Task 9 CONSTRUCTION PHASE SERVICES 60 weeks
Our construction phase services will be led by Kimley Horn, who will conduct weekly site
visits, documented with field reports. They will also act as the design team's prime contact
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EXHIBIT B
when questions or issues arise during the process. During construction, Civitas, Kimley-
Horn, Urban Robot, Basulto Associates, Yousseff Hachem, and Tillett Lighting will assist the
city in the review of the work in process. We anticipate that this will include attendance at a
Pre -Construction Meeting(s), review of submittals and shop drawings, and preparation of
drawing clarifications as needed.
The design team anticipates Bi weekly visits by Civitas and/ or Kimley-Horn to the site during
construction to review the work in progress. These visits will be documented with Field
Reports. In addition, site visits as needed to review specific site work will occur by Urban
Robot, Basulto Associates, Yousseff Hachem, and Tillett Lighting. Members of the design
team will attend, periodic construction team planning sessions, attend initial site walks to
punch list completed work, attend final site walk for final acceptance and warranty period
site walk. In this phase we will prepare all necessary field reports, punch lists, prepare
necessary change orders, review all submittals and shop drawings, review the as built
conditions and prepare final as built drawings in digital CAD and PDF formats.
Meetings
• Construction site walks 30
• Construction Meetings via conference call 20
• City of Miami Meetings in Miami 2
Deliverables
• 8i Weekly field reports for construction progress
• Written and graphic RFI responses to field conditions
• Review of all submittals and shop drawings
• Review of field tenting with written direction for necessary adjustments
• Punch lists and final acceptance reviews and letters
• Review of as -built drawings
• Record Drawings & Simplified Final Site/ arch plans
Phase 1 Agreement Assumptions
Additional Services Allowances
• Direct requests by the City of Miami or as a result of the design process (and approvals)
causes a need for additional architectural development for elements that are above and
beyond the stated scope of simple restrooms facilities and conventional park pavilion
structures, may require additional services/fees. For this reason, this scope includes a
separate 'Request for Additional Services Allowance' of forty thousand dollars ($40,000)
for use by Urban Robots for design services in 100% Schematic Design Phase. Any
work completed through this request will be billed on a Time & Material basis and will be
pre -approved by the City of Miami prior to commencing work.
• Direct requests by the City of Miami or as a result of the design process (and approvals)
causes a need for additional Civil Engineering development for infrastructure
components beyond what is normal for the development of the park site, may require
additional services/fees. For this reason, this scope includes a separate 'Request for
Additional Services Allowance' of twenty-five thousand dollars ($25,000) for use by
Milian Swain for design services in 100% Schematic Design phase if approved Concept
Design requires major reworking or new design of existing storm water structures, water
lines or sewer lines from existing condition, Any work completed through this request
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EXHIBIT B
will be billed on a Time & Material basis and will be pre -approved by the City of Miami
prior to commencing work.
• Direct requests by the City of Miami or as a result of the design process (and approvals)
causes a need for intensive water edge development beyond the soft edge imagined at
this point, may require additional services/fees. For this reason, this scope includes a
separate `Request for Additional Services Allowance' of ten thousand dollars ($10,000)
for use by Moffatt & Nichol for advisory services if approved Concept Design includes
site development along the water's edge. These services would be to inform design in
a narrative format for pricing purposes. Any work completed through this request will
be billed on a Time & Material basis and will be pre -approved by the City of Miami prior
to commencing work.
General Assumptions
• Fees proposed from Design Development through Construction Phase Services are
based upon recent experience in the development of world class waterfront park
development. Additionally, Construction Phase Services is assumed to be a seventy
(60) weeks' time frame,
• The Concept and 100% Schematic Design phases will be the vehicle to establish the
approved construction budget.
• The project will not be seeking LEED certification, and any documentation regarding
LEED is excluded from this agreement.
• Team will provide all cad files to City in AutoCAD 2013 format,
• This scope of services does not include the development of a 3-D Building Information
Model (BIM).
• The project will require new metered potable water services, to serve the irrigation
system and drinking water fountains and restroom. We assume that no new water
mains are required.
• Existing utilities of sufficient size, depth, pressure and capacity are available and
accessible to the site and will serve as the source for accommodating this project.
• The existing lift station that serves the area has sufficient capacity for the proposed
development. No lift station improvements/upgrades will be required on -site (private) or
offsite (public).
• The proposed project will not require any contamination, archaeological or historical
evaluations or studies.
• The proposed project will not require any environmental or marine structural evaluations
or remediations.
• Only submittals noted under deliverables are included. If additional submittals are
required or multiple updates to submittals are required, additional fee will be necessary.
• Only the services and meetings outlined above are included in this scope of work, if
additional meetings or studies are required, additional fee in the form of an additional
services agreement will be required.
Public Involvement
• One print advertisement per public meeting.
• The City of Miami will assist the Civitas team with 50% of the Public engagement efforts
including advertising, scheduling and meeting preparation.
Survey
• The City of Miami will provide all current project site survey information, as well as
adjacent projects if requested, to be used in the 100% Schematic Design/ Phase 1 of
the work scope.
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EXHIBIT B
• Should additional survey services be required, it will be considered an additional service
to be negotiated between Givitas and the City of Miami.
Geotechnical
• The City of Miami will provide all current project site geotechnical information, as well as
adjacent projects if requested, to be used in the 100% Schematic Design/ Phase 1 of
the work scope.
• Should additional geotechnical services be required, it will be considered an additional
service to be negotiated between Civitas and the City of Miami.
Traffic
• The City of Miami will provide all current traffic studies/information to be used in the
100% Schematic Design/ Phase 1 of the work scope.
• Should additional Traffic engineering services be required, it will be considered an
additional service to be negotiated between Civitas and the City of Miami.
Marine Engineering
• The City of Miami will furnish the Civitas design team with the necessary and available
marine engineering reports, surveys and technical data necessary to complete the
100% Schematic Design /Phase 1 part of the work scope.
• Should additional Marine engineering services be required, it will be considered an
additional service to be negotiated between Givitas and the City of Miami.
The City of Miami shall provide the CONSULTANT:
• As -Built site improvements plans
• Subsurface Utility Information (if available)
• Site Phase 1 or Phase 2 Environmental Assessment Plans
• Upland and Submerged Lands Deeds
• Previous U.S. Corps, FDEP, DERM and/or City Permits for site improvements
• City Public Works Permitting
• Existing Site Plan in AutoCAD format
• Site access and authorization to represent the Town on permit applications.
• Ownership documentation required during permitting.
• Permit application fees, impact fees, and plan review fees.
• Design Team assumes all information provided by the City can be relied upon in the
performance of professional services in accordance with the requirements of 62B-33
F.A.C.
• Available and current Geotechnical report, Marine based surveys, and technical
informaton.
Phase 2 Agreement Assumptions
• All application and permit fees to be paid directly by the City.
• Any additional permits, other than those specifically mentioned under the scope of
services, will be addressed under a separate scope of services or by other consultants.
• Bids will be reviewed for one (1) successful bid process; scope does not address bid
challenges or other legal issues.
• No underground utility location services are budgeted. The contractor wit be required to
call for utility location services prior to construction.
• The Project will be permitted and constructed all in one phase.
• No negotiation of restrictive covenants, conservation easements, consent to use, or
similar agreements, is included.
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EXHIBIT B
• Assumes that there will be no conflicting permitting agency requirements to which a
solution must be negotiated.
• Although not anticipated, if threatened Johnson's seagrass is identified in the Project
area, formal consultation with the National Marine Fisheries Service {NMFS) Protected
Resources Division (PRD) may be triggered. Preparation of a Biological Assessment is
not anticipated to be required for FWS consultation. This scope of services does not
include preparation of a Biological Assessment for protected species consultation under
the purview of the NMFS PRD or the FWS. If preparation of a Biological Assessment is
required, it will be subject to an addendum scope of services.
• There will be no water quality, mangrove, seagrass/marine resource, or other
environmental impacts associated with the Project that must be analyzed, minimized or
mitigated.
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EXHIBIT C - PHASE 1 AND PHASE 2 SITE BOUNDARY SKETCH
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