HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
TO : i uuuc r c1 z DATE :
FROM :
artment SUBJECT :
Stev C. Williamson
Director
Office of Capital Improvements
August 27, 2018
FILE :
Capacity Increase to the Miscellaneous
Architectural Services
REFERENCES: RFQ 16-17-057
ENCLOSURES:
By this memorandum, the Office of Capital Improvements ("OCI") is requesting for the
Procurement Department to modify the Professional Services Agreement ("PSA") with Ferguson
Glasgow Schuster Soto, Inc. ("FGSS"), M.C. Harry and Associates ("MC Harry"), Wolfberg
Alvarez & Partners, Inc. ("Wolfberg"), Leo A. Daly Company ("Leo Daly"), Rodriguez & Quiroga
Architects Chartered ("Rodriguez & Quiroga"), R.E. Chisholm Architects, Inc. ("RE Chisholm"),
Carty Architecture, LLC ("Carty"), Gurri Matute P.A. ("Gurri Matute"), Alleguez Architecture, Inc.
("Alleguez"), and Diaz, Careno, Scotti & Partners ("DCS") authorized pursuant to Request for
Qualifications RFQ 16-17-057 for the provision of Miscellaneous Architectural Services, to
increase the contract capacities of said PSAs by 5500,000.00 for each firm, for a total contract
capacity of $1,000,000.00, respectively.
Background
In May 17, 2018, OCI entered into professional services agreements with FGSS, MC Harry,
Wolfberg, Leo Daly, Rodriguez & Quiroga, RE Chisholm, Carty, Gurri Matute, Alleguez, and DCS
for needed architectural services for City of Miami's vertical projects. The PSAs were approved
through action of the City Manager in accordance with Section 287.055, Florida Statutes for an
amount not to exceed $500,000.00, respectively.
Article 2.05 of the General Conditions of the PSA, Compensation, limits the compensation payable
to FGSS, MC Harry, Wolfberg, Leo Daly, Rodriguez & Quiroga, RE Chisholm, Carty, Gurri
Matute, Alleguez, and DCS to an amount not to exceed $500,000, respectively, unless approved by
action of the City Commission and put into effect by a written amendment to the PSA executed
by all parties. The PSA further stipulated that no new work orders can be issued to FGSS, MC
Harry, Wolfberg, Leo Daly, Rodriguez & Quiroga, RE Chisholm, Carty, Gurri Matute, Alleguez,
and DCS that would result in the existing approved compensation limits to be exceeded.
The architectural firms are actively rendering professional consulting services on various City
vertical projects for complete planning and design services, permitting, construction documents,
and during and post -construction design management services. Presently, there are over 100 active
vertical capital projects being managed by OCI which vary in size and complexity. Many of the
consulting firms that render professional consulting services to the City for Mechanical, Electrical
and Plumbing, Structural, Surveying, and Landscape Architecture require the prime consultant to
be one of the architectural consulting firm. Additionally, OCI is receiving requests for new projects
in Fiscal Year 2018-2019 which will require the utilization of these architectural firms.
August 27, 2018
Capacity Increase to the Miscellaneous Architectural Services
Page 12
In order to fulfill the funding needs for the current and future projects, additional funding to
increase the capacities of the PSAs with FGSS, MC Harry, Wolfberg, Leo Daly, Rodriguez &
Quiroga, RE Chisholm, Carty, Gurri Matute, Alleguez, and DCS is required. Therefore, OCI seeks
to increase the contract capacities of said PSAs from the original $500,000.00 capacity to a new
contract capacity of $1,000,000.00 for each firm.
C: Hector Badia, Assistant Director, OCI
Christopher Bennett, Assistant Director, OCI
Jose L. Oliveros, Chief of Vertical -Team, OCI
Sandra Vega, Sr. Project Manager, OCI
Lai -Wan McGinnis, Budget/Financial Reporting Administrator, OMB
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Architectural Services for Miscellaneous Projects
Contract Type Miscellaneous Services
Consultant Rodriguez and Quiroga Architects Chartered
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 5
ARTICLE 2 GENERAL CONDITIONS 8
2.01 TERM 8
2.02 OPTIONS TO EXTEND 8
2.03 SCOPE OF SERVICES 8
2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 8
2.05 COMPENSATION 8
ARTICLE 3 PERFORMANCE 9
3.01 PERFORMANCE AND DELEGATION 9
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 9
3.03 CONSULTANT KEY STAFF 9
3.04 TIME FOR PERFORMANCE 9
3.05 STANDARD OF CARE 9
ARTICLE 4 SUBCONSULTANTS 11
4.01 GENERAL 11
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 CONSULTANT'S 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 13
7.04 NONDISCLOSURE 13
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 13
7.06 E-VERIFY 14
ARTICLE 8 INDEMNIFICATION 14
ARTICLE 9 INSURANCE 14
9.01 COMPANIES PROVIDING COVERAGE 14
9.02 VERIFICATION OF INSURANCE COVERAGE 15
9.03 FORMS OF COVERAGE 15
9.04 MODIFICATIONS TO COVERAGE 15
ARTICLE 10 MISCELLANEOUS 15
10.01 AUDIT RIGHTS; INSPECTION 15
10.02 ENTIRE AGREEMENT 16
10.03 SUCCESSORS AND ASSIGNS 16
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 16
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 16
10.06 NOTICES 16
10.07 INTERPRETATION 18
10.08 JOINT PREPARATION 18
10.09 PRIORITY OF PROVISIONS 18
Architectural Services for Miscellaneous Projects 1
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
10.10 MEDIATION - WAIVER OF JURY TRIAL 19
10.11 TIME 19
10.12 COMPLIANCE WITH LAWS 19
10.13 NO PARTNERSHIP 19
10.14 DISCRETION OF DIRECTOR 19
1.0.15 RESOLUTION OF CONTRACT DISPUTES 20
10.16 INDEPENDENT CONTRACTOR 20
10.17 CONTINGENCY CLAUSE 20
'10.18 THIRD PARTY BENEFICIARY 20
10.19 ADDITIONAL TERMS AND CONDITIONS 20
ATTACHMENT A - SCOPE OF WORK 24
ARTICLE Al GENERAL 24
A1.01 SCOPE OF SERVICES 24
A1.02 WORK ORDERS 24
A1.03 PAYMENTS 24
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES 24
A2.01 DEVELOPMENT OF OBJECTIVES 25
A2.02 SCHEMATIC DESIGN 25
A2.03 DESIGN DEVELOPMENT 26
A2.04 CONSTRUCTION DOCUMENTS 26
A2.05 BIDDING AND AWARD OF CONTRACT 27
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 28
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT 30
ARTICLE A3 ADDITIONAL SERVICES . 31
A3.01 GENERAL 31
A3.02 EXAMPLES 31
A3.03 ADDITIONAL DESIGN 31
ARTICLE A4 REIMBURSABLE EXPENSES 31
A4.01 GENERAL 31
A4.02 SUBCONSULTANT REIMBURSEMENTS 32
ARTICLE A5 CITY'S RESPONSIBILITIES 32
A5.01 PROJECT AND SITE INFORMATION 32
A5.02 CONSTRUCTION MANAGEMENT 33
SCHEDULE Al - SUBCONSULTANTS 34
SCHEDULE A2 - KEY STAFF 34
ATTACHMENT B - COMPENSATION AND PAYMENTS 34
ARTICLE B1 METHOD OF COMPENSATION 35
B1.01 COMPENSATION LIMITS 35
B1.02 CONSULTANT NOT TO EXCEED 35
ARTICLE B2 WAGE RATES 35
B2.01 FEE BASIS 35
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35
B2.03 MULTIPLIER 35
B2.04 CALCULATION 35
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 37
B2.06 ESCALATION 37
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 37
B3.01 LUMP SUM 37
B3.02 HOURLY RATE FEES 37
B3.03 REIMBURSABLE EXPENSES 37
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 38
B3.05 FEES FOR ADDITIONAL SERVICES 38
B3.06 PAYMENT EXCLUSIONS 38
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 38
ARTICLE B4 PAYMENTS TO THE CONSULTANT 38
B4.01 PAYMENTS GENERALLY 38
B4.02 FOR COMPREHENSIVE BASIC SERVICES 38
B4.03 BILLING - HOURLY RATE 39
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39
84.05 DEDUCTIONS 39
ARTICLE B5 REIMBURSABLE EXPENSES 39
B5.01 GENERAL 39
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39
Architectural Services for Miscellaneous Projects 2
RFC No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 40
B6.01 GENERAL 40
SCHEDULE B1 - WAGE RATES SUMMARY 41
SCHEDULE B2 - CONSULTANT INVOICE 42
Architectural Services for Miscellaneous Projects 3
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Architectural Services (RFQ No. 16-17-057)
Contract Type Miscellaneous Services
Consultant Rodriguez and Quiroga Architects Chartered
Consultant Office Location
2100 Ponce de Leon Blvd., Mezzanine, Coral Gables, FL
33134
City Authorization Section 18-87
THIS AGREEMENT made this day of riL in the year 2018 by and
between THE CITY OF MIAMI, FLORIDA, hereinafter cal ed the "City,". and Rodriguez and
Quiroga Architects Chartered, hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 16-17-057 on
September 15, 2017 for the provision of Architectural Services for Miscellaneous Projects
("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as
one of the most qualified for the provision of said Services. The RFQ and the Proposal are
sometimes referred to herein, collectively, as the Solicitation 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)
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.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree
as follows:
Architectural Services for Miscellaneous Projects 4
RFQ No. 16-17-057
ATTACHMENT B - 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
which 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.
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 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly
known as Capital Improvements and Transportation Program ("CITP").
1.12 Director means the Director of the City Department designated herein who has the authority and
responsibility for managing the specific project or projects covered under this Agreement. Unless
otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the
top administrator of the Office of Capital Improvements or their designee.
1.13 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.
1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant, which must be corrected in order for the project to function or be built
as intended.
1.15 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.
1.16 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.
1.17 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.
Architectural Services for Miscellaneous Projects 5
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
1.18 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.
1.19 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.
1.20 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.
1.21 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.
1.22 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.
1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all
attachments and any authorized amendments thereto. In the event of a conflict between the
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.
1.24 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.
1.25 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,
1.26 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.
1.27 Small Business Enterprise ("SBE") means a firm which has been certified by Miami -
Dade County who will provide architectural, landscape architectural, engineering, or
surveying and mapping professional services to the Consultant as required pursuant to
City Code Section 18-87.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor, or mapper, and/or other professional specialties that has entered
into a written agreement with the Consultant to furnish specified professional services for a Project
or task.
1.29 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.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City which authorizes the performance of specific
professional services for a defined Project or Projects.
Architectural Services for Miscellaneous Projects 6
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
1.32 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.
Architectural Services for Miscellaneous Projects 7
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This
specified term is intended for administrative and budget control purposes and is not to be considered or
interpreted as a time limitation.
2.01-1 Extension of Expiration Date
In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this
Agreement shall not expire and shall remain in effect until completion or termination of said Project(s).
No new Work Orders shall be issued after the expiration date. The City reserves the right to
automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the
stated contract term, in order to provide City departments with continual service while a new
agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify
the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a
specific number of days. Additional extensions over the first one hundred twenty (120) day extension
may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions
shall comply with applicable approvals and regulations.
2.02 OPTIONS TO EXTEND
The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2)
additional periods of one (1) year each, subject to continued satisfactory performance as determined by
the Director, and to the availability. and appropriation of funds. City Commission's authorization of this
Agreement includes delegation of authority to the City Manager to administratively approve said
extensions provided that the compensation limits set forth in Article 2.05 are not exceeded.
2.03 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is
incorporated into and made a part of this Agreement.
2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS ORDINANCE
13331, codified as Section 18-87(p), City Code.
Prospective Firms must 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") in good
standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries.
For information on the City's SBE requirements, visit the Office of Capital Improvements (OCI) website at:
http://www.miamigov.com/MiamiCapital/forms.html.
2.05 COMPENSATION
2.05-1 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, attached hereto; provided, however, that in no event shall the amount of compensation
exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any
extension(s), unless explicitly approved by action of the City Commission or City Manager, as
applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and
absolute discretion, use other compensation methodologies. The City shall not have any liability nor
will the Consultant have any recourse against the City for any compensation, payment, reimbursable
expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be
amended from time to time. This Agreement, as amended and/or renewed, is subject to the
compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act,
for Continuing Contracts.
Architectural Services for Miscellaneous Projects 8
RFQ No. 16-17.057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
2,05-2 Payments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by
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.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless
otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be
construed as constituting an agreement between the City and said other person or firm.
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants 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 the work of said employees under this
Agreement.
3.03 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." The Consultant shall ensure that Key Staff are available for Work upon request
from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior
written approval from the Director or their designee to change or add to Key Staff. The Consultant shall
provide Director, sor their designee with information required to determine the suitability of proposed new
Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not
constitute any responsibility or liability for the individual's ability to perform.
3,04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by
the Director or their designee and to complete each assignment, task, or phase within the time stipulated
in the NTP. Time is of the essence with respect to performance of Work under 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 additional compensation.
3.05 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 61 G1 and Chapter 481 of
the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best
industry practices, in gathering information and inspecting a Project site prior to the commencement of
design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination
of all designs, drawings, specifications, and other Services furnished by the Consultant under this
Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs,
drawings, specifications, or other Services without additional compensation. Consultant shall also be
liable for claims for delay costs, and any increased costs in construction, including but not limited to
additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or
deficiencies in its surveys, maps, designs, drawings, specifications or other Services.
Architectural Services for Miscellaneous Projects 9
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Architectural Services for Miscellaneous Projects 10
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part
of the consulting team during 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 attached hereto and incorporated herein by reference,
4.01-2 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/or specialized
professional services necessary for a project or task described under Additional Services. Such
Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 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.
4.02-2 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 his direction, control, supervision, retention, and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule
Al without prior written approval by the Director or designee, in response to a written request from the
Consultant stating the reasons for any proposed change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it
has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in
Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by
law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all
payments, advances, or other compensation paid by the City to the Consultant while the Consultant was
in default shall be immediately returned to the City. The Consultant understands and agrees that
termination of this Agreement under this section 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 to
the Consultant until such time as the actions giving rise to default have been cured.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any one or
more of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure,
insurance or bonding herein required.
5.02-2 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.
5.02-3 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.
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 the time stipulated
in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
discretion, may allow additional days to perform any required cure if the Consultant provides written
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justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement may be automatically terminated on the last day of the time stipulated
in said notice, without the necessity of any further action by the City. Should any such failure on the part
of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law,
then the City may allow an extension of time reasonably commensurate with the cause of such failure to
perform or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The City, including the City Manager or the Director, has the right to terminate this Agreement for any
reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all
charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work
authorized under this Agreement, whether finished or not, must be turned over to the Director or
designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said
documentation is turned over to Director within ten (10) business days of termination. Failure to timely
deliver the documentation shall be cause to withhold any payments due without recourse by the
Consultant until all documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City
except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as
compensation for the Services that were performed in complete compliance with the Agreement, as
full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will,
have against the City, its officials or employees.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by
the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the
City's receipt of a written statement from the Consultant specifying the City's breach of its duties under
this Agreement. Consultant shall give the City prior written notice in the manner provided herein
specifying the City's breach and afford the City sixty (60) calendar days to cure.
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 recover from the Consultant the full amount of any and all fees,
commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived
therefrom, including all electronic digital copies, will be considered works made for hire and will, based on
incremental transfer wherein the above shall become the property of the City upon payments made to the
Consultant or termination of this 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
Project sites for inspection of the work and the products of the Consultant at any time. The Consultant
shall be permitted to retain copies, including reproducible copies, solely for information and reference in
connection with the City's use and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the
Director or designee within ten (10) business days of cancellation, or within ten (10) business days of
request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant
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until the Consultant delivers all such documents. The Consultant shall have no recourse from these
requirements,
7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the
provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at
the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in
accordance with this provision without the necessity of further approvals, compensation, fees or
documents being required and without recourse for such re -use, The Consultant will not be liable for re-
use by the City of plans, documents, studies, or other data for any purpose other than that intended by
the terms and conditions of this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their 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, and Subconsultants to comply with the provisions of this
paragraph.
7.05 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, 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 cr 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
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RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO
IS ADMINISTERING THIS CONTRACT.
7.06 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 Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the
Agreement 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
Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City,
its officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and
costs, including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of this Contract. Consultant shall further, hold the
City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the
City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages
arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or
employees were negligent. 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 Contract 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.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City, whether performed by the Consultant, or persons
employed or utilized by Consultant. These duties will survive the cancellation or expiration of the
Contract, This Section will be interpreted under the laws of the State of Florida, including without
limitation and interpretation, which conforms to the limitations of Sections 725,06 and/or 725.08, Florida
Statutes, as applicable and as amended.
Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section. The Consultant agrees and
recognizes that the City shall not be held liable or responsible for any claims which may result from any
actions or omissions of the Consultant in which the City participated either through review or concurrence
of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or
other acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the
Consultant or sub -consultant under this Contract.
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 and
provided to the City all insurance required hereunder and the City's Risk Management Administrator or
their authorized designee, has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator. Ali companies shall have a Florida resident agent
and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition.
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9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review
and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the
Consultant has obtained insurance of the type, amount, and classification required by these provisions, in
excess of any pending claims at the time of contract award to the Consultant. The Consultant shall
maintain coverage with equal or better rating as identified herein for the term of this Agreement. The
Consultant shall provide written notice to the City's Department of Risk Management of any material
change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the
change.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk
Administrator within ten (10) business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 Commercial General Liability and Automobile Liability
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, 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. Waiver of Subrogation applies in favor of the certificate holder.
The coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of
cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment.
9.03-2 Business Automobile
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired, and non -owned autos with a minimal combined single limit of $1,000,000 naming the City as an
additional insured with respect to this coverage. Notice of cancellation should read thirty (30)
calendar days and ten (10) business days for nonpayment.
9.03-3 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions
coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all
sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the
services performed by the Consultant or any person employed by the Consultant in connection with
this Agreement. This insurance shall be maintained for at least one (1) year after completion of the
construction and acceptance of any project covered by this Agreement, Coverage must reference the
retroactive date.
9.03-4 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each
occurrence.
9.03-5 Subconsultant Compliance
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their 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) calendar 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
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101
and Section 18-102 of the 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 a breach of any other 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 terminate this Agreement. The Consultant shall have
no recourse from such 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. 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 NTP. 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,
Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event
the City must maintain an action to enforce the duty to indemnify the City.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and 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. 2° Avenue, 10th Floor
Miami, Florida 33130-1910
Email: ETGonzalez(a7miamigov.com
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Phone: 305-416-1025
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Annie Perez, CPPO
Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: annieperezcr,miamigov.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 aa,,miamigov.com
Phone: 305-416-1832
With Copies to:
Steven C. Williamson
Director
Office of Capital Improvements
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: SWilliamsonAmiamigov.com
Phone: 305-416-1225
For Consultant:
Raul L. Rodriguez, FAIA
President
Rodriguez and Quiroga Architects Chartered
2100 Ponce de Leon Blvd., Mezzanine Level
Coral Gables, FL 33134
Email: Bob r(7chisholmarchitects.com
Phone: 305-448-7417
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
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 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
Agreernent 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.
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
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 in the agreements with all Subconsultants and/or
independent contractors retained for the project(s), thereby providing for non -binding mediation as the
primary mechanism for dispute resolution. Each party shall bear their own attorneys fees.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this
Agreement and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to
cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be
performed strictly (not substantially) within the time limitations necessary to maintain the critical path and
all deadlines established in this Agreement and/or Work Orders pursuant hereto.
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. 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 Consultant's performance under this
Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin,
or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall,
solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or
sexual orientation, 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,
and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the
Consultant's access to City property, including project jobsites, if the Consultant's employees are not
properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of
non-compliance with safety regulations is exhibited by the Consultant.
10.12-3 ADA Compliance
The Consultant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City,
including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all
applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative
steps to -insure nondiscrimination in employment of disabled persons.
10.13 NO PARTNERSHIP
The Consultant is an independent contractor. This Agreement does not create a joint venture,
partnership or other business enterprise or affiliation between the parties. The Consultant has no
authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or the Director's authorized
designee.
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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 of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit
their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article
10.06, Notices. Upon receipt of said notification the Director of OCI shall review the issues relative to the
dispute and issue a written finding,
Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their
dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such
appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of
said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a
written finding.
The Consultant must submit any further appeal in writing within five (5) 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, the City Manager's decision shall be approved or disapproved by City Commission.
The Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable,
or
(ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (90)
calendar days has expired where the City Manager's decision is subject to City Commission
approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written
instrument(s) signed by the City Manager.
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 this Agreement is subject to amendment or termination due to lack of funds,
reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice,
10.18 THIRD PARTY BENEFICIARY
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes
a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement.
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and
all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or
other Agreement.
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
WITNESS/ATTEST:
RODRIGUEZ AND QUIROGA
ARCHITECTS CHARTERED, a Florida
Corporation
Signature Signature\,
V i G."C Or-- ' ^y t-'1b4
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if aGa'fable)
APPROVED A 'TO INtSU A
REQUIREMENTS:
lr /
Ann Marie Shrpe, (hector
Risk Manag rent Department
ATTEST:
Todd B. Ha
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
Raul L. Rodriguez, President
Print name, Title of Authorized Officer or Official
(Corporate Seal)
APPROVED AS TO LEGAL FORM AND
CQ\RRECTNESS:
Victoria Mendez, City Attorney ,"
CITY OF MIAMI, a municipal corporation
of the State of Florida
Emilio P Gonzalez, Ph.D., City Manager
21
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of Rodriguez and
Quiroga Architects Chartered, a corporation organized and existing under the laws of the State
of Florida, held on the 18 day of April, 2018, a resolution was duly passed and adopted
authorizing Raul L. Rodriguez as President 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 WIW WHERE , I have hereunto set my hand this 19`' day of April, 2018.
Secretary:
Raul L. Rodriguez
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 , 20 , 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
Architectural Services for Miscellaneous Projects 22
RFQ No. 16-17-057
ATTACHMENT B — PROFESSIONAL SERVICES AGREEMENT
20
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)
I HEREBY CERTIFY that, I (Name) , individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
Signed:,
Print:
NOTARIZATION
STATE OF ra )
SS:
COUNTY OF D(tip 6 )
The foregoing instrument was acknowledged before me this 23rj. day of
IA ti ::.its , 20 12 , by el id L L J;.o b r4 ;' 6 Li-� c , who is personally,-'-
known to me or who has produced as identification and who
(did / did not) take an oath.
, ii,o,
SIGNATp ERY PUBLIC
STATE/0 F—FLOI .I )„A___ — , d ; — .mod . i
X,:0p i„ MYRIAN E. FORTUNATO y
i°* e Notary Public - State of Florida
{ ►� _ Commission # FF 898768
".. it i n° w M Ceram-4*Piros Jul 13, 2019 3
PRINTED, STAM"ED • F(:'`. ,' ,,rough National Notary Asp
NAME OF NOTARY PUBLIC------ .-
Architectural Services for Miscellaneous Projects 23
RFC) No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive architectural services for the City of Miami (City) in
accordance with Miami 21, including but not limited to; project management, complete planning and
design services, programming, schematics, scheduling, inspection, permitting, feasibility studies, ADA
compliance, options permitting, evaluations, public/community meetings and/or charrettes, lighting,
electrical, structural, landscaping, site plan, parking analysis, Design Criteria Package, detailed facility
assessments, cost estimates, opinions of probable construction cost, preparation of bid and construction
documents, obtaining building/ and or other agency approved permits, review of work prepared by
Subconsultants and other consultants; commissioning, public meetings, assessments, analysis and
evaluation of facilities and properties; field investigations and observations, construction contract
administration, as -built documentation, post design services, preparation of bid and construction
documents, provide recommendations and construction documents and other related architectural
services as needed for completed and permitted project(s) as assigned by the City. Consultant shall
provide professional Architectural Services for project(s) for which Consultant was selected in accordance
with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive
Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive professional architectural services in accordance with
all applicable laws, building and environmental regulations, including the Florida Building Code and the
City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in
a Work Order. Consultant may be required to perform all or some of the services described in this
Agreement, depending on the needs of the City for the project(s). Consultant shall furnish, as Basic
Services, comprehensive professional architectural services for the project(s).
The City may phase the Work to complete the project(s) to ensure 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(s) through the use of Work Orders Proposals and Work Orders.
A1.02 WORK ORDERS
When OCI 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 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
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will
issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP, and/or Purchase Order.
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES
Consultant agrees to provide complete architectural services as set forth in the tasks enumerated
hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City,
Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel
on the project(s) at all times to ensure its performance as specified in this 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 the City. Consultant shall
Architectural Services for Miscellaneous Projects 24
RFQ No. 16.17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
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 technical accuracy and quality of their Work. Consultant shall
perform all Work in compliance with Florida Administrative Code Chapter 61G1 and Chapter 481 of the
Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in
gathering information and inspecting a Project site prior to the commencement of the Work. Consultant
shall be responsible for the professional quality, technical accuracy, and coordination of all
measurements, dimensions, designs, drawings and specifications, included in the Services furnished by
the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise
any errors, omissions, and/or deficiencies in its all measurements, dimensions, designs, drawings, and
specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any
increased costs in construction, including but not limited to additional work, demolition of existing work,
rework, etc., resulting from any errors, omissions, and/or deficiencies in its measurements, dimensions,
designs, drawings, and specifications included in the Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other
jurisdictional agencies to develop several options for how the various elements of the project(s) will
be designed and constructed.
A2,01-2 Consultant shall, utilizing a compilation of available documentation, confer with
representatives of City, the Project Manager, and other jurisdictional agencies in order to
comprehensively identify aspects of the completed facility program that may require further
refinement to attain the requisite detail of design development required to begin the creation of
Construction Documents. For clarity of scope, the items that need further development will be
called Conceptuals and the remaining items will be called Designs.
A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate
in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided
to support the presentation materials.
A2,02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report Consultant shall prepare and present, in
writing and at an oral presentation if requested, for approval by City, a Design Concept and
Schematics Report, comprising Schematic Design Studies, including an identification of any special
requirements affecting the Project, a Statement of Probable Construction Cost, Project
Development Schedule and review of Constructability Review reports.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations,
sections, and all other elements required by City or Project Manager to show the scale and
relationship of the components and design concepts of the whole. The floor plans may be
single -tine diagrams. A simple perspective rendering or sketch, model or photograph thereof
may be provided to further show the design concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI)
format, to include a summary of the estimated project cost and an evaluation of funding
allocation. Such summary shall be in sufficient detail to identify the costs of each element and
include a breakdown of the fees, general conditions, and construction contingency. Such
evaluation shall comprise a brief description of the basis for estimated costs per each element
and similar project unit costs. Costs shall be adjusted to the projected bid date.
Recommendations for reducing the scope of the Project in order to bring the estimated costs
within allocated funds, in the event that the statement of Probable Construction Costs exceeds
allocated funds, Consultant shall update its documentation, at no additional cost to the City, to
reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by
Consultant represents a reasonable estimate of cost in Consultant's best judgment as a
professional familiar with the local construction industry.
3. The Project Development Schedule shall show the proposed completion date of each task of
the Project through design, bidding, and post design services.
Architectural Services for Miscellaneous Projects 25
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
4, Constructability Review reports shall be conducted by the City and/or its consultants at design
stages deemed necessary by the Project Manager. Consultant shall provide five additional
deliverable plan sets for distribution, by City, to others for this purpose. There shall be an
established deadline for review report submission back to City. Consultant shall provide written
responses to all comments within two weeks and shall maintain files of all related review
reports and response reports. If necessary, City may coordinate Constructability Review
meetings with some or all of the reviewers with Consultant present to discuss specific issues.
In addition to the Constructability Review process mentioned above, City reserves the right to
conduct a Peer Review of the project documents at any design stage. Cost of such a Peer
Review would be borne by City. Any findings as a result of said Peer Review would be
addressed by Consultant, and if requested by City, would be incorporated into the design
documents, at no additional cost to City and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT
From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at
oral presentations, if requested, for approval by City, separate Design Development Documents, updated
Project Development Schedules, updated Statements of Probable Construction Costs, and a review of
Constructability Review reports.
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
and 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 particular Project in order to bring the estimated costs within
allocated funds. Consultant shall update its documentation, at no additional cost to the City, to
reflect this reduced scope.
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, perrnittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings
not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an
index of all anticipated drawing sheets necessary to fully define the Project.
2. The updated Project Development Schedule to include an outline of major construction
milestone activities and the recommended construction duration period in calendar days.
3. An updated Statement of Probable Construction Cost in CSI`format.
4. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit City to award a Construction Contract within the
limit of the budgeted amount,
Architectural Services for Miscellaneous Projects 26
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
5. A Project Specifications index and Project Manual with at least 30%, 60%, 90%, and Final 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 OCI 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.
Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to
be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall
also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification
additional terms and conditions shall be provided in both .pdf and .doc formats.
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the
Construction Documents from authorities having jurisdiction, and acceptance by the City of the
100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant
shall assist the City in obtaining bids and preparing and awarding the construction contract. The
City, for bidding purposes, will have the bid documents printed, or at its own discretion, may
authorize such printing as a reimbursable service to the Consultant.
A2.05-2 Issuance of Bid Documents, Addenda, and Bid Opening
1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of
Bidders.
2. The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addenda clarifications or responses shall be issued by
the City.
3. The Consultant shall prepare revised plans, if required, for the City to issue to all prospective
bidders.
Architectural Services for Miscellaneous Projects 27
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
4, The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The
Consultant shall attend all pre -bid meetings and when warranted, 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 three (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 shall begin with the issuance of the NTP and shall end when the
Consultant has provided to the City all post construction documents, including Contractor As -Built
drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certificate(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, as the representative of the City during the Construction Phase shall visit
the Project 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 that may be
observed in the Work. The Consultant will not be required to make extensive inspections or provide
continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise
set forth in this Agreement. The Consultant shall be responsible for writing and distributing minutes
of all meetings and field inspections report it is asked to attend. Consultant will not be held
responsible for construction means, methods, techniques, sequences, or procedures, or for safety
precautions and programs in connection with the Work. The Consultant will not be held responsible
for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the
work in accordance with the contract unless such failure of performance results from the
Consultant's acts or omissions.
A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work
made by Consultant and require all Subconsultants to do the same during each visit to the Project.
The Consultant shall also note the general status and progress of the Work on forms furnished by
Architectural Services for Miscellaneous Projects 28
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
the City. The Consultant shall submit the reports in a timely manner. The Consultant and
Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the
City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -
built" drawings. Copies of the field reports shall be attached to the monthly Professional Services
payment request for construction administration services. The Consultant's failure to provide
written reports of all site visits or minutes of 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.O6-5 Based on observations at the Project site and consultation with the City, the Consultant
shall determine the amount due to the Contractor based on the pay for performance milestones and
shall recommend approval of such amount as appropriate. This recommendation shall constitute a
representation by the Consultant to the City that, to the best of the Consultant's knowledge,
information and belief, the Work has progressed to the point indicated, and that the quality of the
Work is in accordance with the contract and the Contractor is entitled to amount stated on the
requisition subject to:
1. A detailed evaluation of the Work for conformance with the contract upon substantial
completion;
2. The results of any subsequent tests required by the contract;
3. Minor deviations from the contract correctable prior to completion;
4. Any specific qualifications stated. in the payment certificate and further that the Contractor is
entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the
requisition.
Prior to recommending payment to the Contractor, the Consultant shall 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 thereunder. The Consultant shall render interpretations
necessary for the proper execution or progress of the Work upon written request of either the City
or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on
all claims, disputes and other matters in question between the City and the Contractor relating to
the execution or progress of the Work. Interpretations and decisions of the Consultant shall be
consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in
written or graphic form.
A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant
considers it necessary or advisable to insure compliance with the Contract Documents, the
Consultant will have the authority to recommend special inspection or testing of any Work deemed
to be not in accordance with the Contract, whether or not such Work has been fabricated and/or
delivered to the Project, or installed and completed.
A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop
drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the
construction documents shall not be authorized without concurrence of the City's Project Manager
and/or Director of Capital Improvements, The Consultant shall have a maximum of ten (10)
calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor,
to return the shop drawings or submittals to the Contractor with comments indicating either
approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation
as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor
payment applications to ensure the City complies with Florida Statute §218.70.
Architectural Services for Miscellaneous Projects 29
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ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required
by the Consultant's own observations or as requested by the City, and shall review and recommend
action on proposed changes. Where the Contractor submits a request for Change Order or
Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to
the City, his/her recommendation or proposed action along with an analysis and/or study supporting
such recommendation.
A2,06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City,
recommend execution of a "Certificate of Acceptance for Substantial Completion" after first
ascertaining that the Project is substantially complete in accordance with the contract requirements.
The Consultant shall in conjunction with representatives of the City and the Contractor prepare a
punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor
in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the
Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to
the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all
items on the punch -list, all necessary close-out documentation from the Contractor including but not
limited to all guarantees, operating and maintenance manuals for equipment, releases of
liens/claims and such other documents and certificates as may be required by applicable codes,
law, and the contract, and deliver them to the City before final acceptance shall be issued to the
Contractor.
A2.06-11 The Consultant shall monitor and provide assistance in 'obtaining the Contractor's
compliance with its contract relative to 1) initial instruction of City's personnel in the operation and
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 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.
A2.06-13 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 "Record Set" of drawings and other documents, the Consultant
shall rely on the accuracy of the information provided by the Contractor, including the Contractor's
record drawings. Any certification required under this Agreement including the contents of "as -built"
documents is conditioned upon the accuracy of the information and documents provided by the
Contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for
Information," substitution approvals, or other clarifications shall be the Consultant's responsibility to
incorporate into the "Record Set" of drawings and other record documents. Changes made in the
field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be
marked by the Contractor on the "Field Record Set" and transferred to the original contract
documents by the Consultant. The original documents, as well as the "Record Set" shall become
the property of the City. A reproducible set of all other final documents shall be furnished to the
City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of
"Record Set Drawings," in Auto CADD (computer -aided design and drafting) Version 2000 or such
other format acceptable to the City.
A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting
"as -built" conditions with graphic scale and north arrow. Plans must show room names, room
numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two
sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy.
A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance
evaluation during construction work and upon final completion of the Project.
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT
The following time frames are sequential from the date of the NTP. A concurrent project timeline is
attached as Schedule A5.
Development of Objectives
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
TBD during Negotiations
30
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Schematic Design
Design Development
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 City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment "B", Section B3.05.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following:
A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by City.
A3.02-2 Specialty Design: Any additional special professional services not included in the Scope
of Work.
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or
comparative studies of prospective sites. Surveys of the existing structure required to complete as -
built documentation are not additional services.
A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system;
extended training of City's personnel in operation and maintenance of equipment and systems, and
consultation during such training; and preparation of operating and maintenance manuals, other
than those provided by the Contractor, sub -contractor, 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 City and are due to causes beyond the control of Consultant.
(Major revisions are defined as those changing the Scope of Work and arrangement of spaces
and/or scheme and/or any significant portion thereof).
A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with
any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify
against 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
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
Architectural Services for Miscellaneous Projects 31
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Subconsultant for the purposes listed below. Transportation, travel, and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
A4.01-1 Communications Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between 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.
A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4,01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs
approved by the Project Manager.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly
attributable to the Project. These permit fees do not include those permits required to be paid by
the Consultant.
A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager,
A4.01-6 Other: Items not indicated in Section 4,01 when authorized by the Project Manager.
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 their
designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks.
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 AND SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish
Consultant with the information described below, or, if not readily available, may authorize Consultant to
provide such information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions,
locations of existing structures, the grades and lines of street, pavement, and adjoining properties;
the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing
utilities information regarding sewer, water, gas, telephone and/or electrical services.
A5,01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program as per
Section A2.02, Schematic Design.
A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt, Consultant must still perform field investigations
as necessary in accordance with Section A2.01 to obtain sufficient information to perform its
services. Investigative services in excess of "Development of Objectives/Normal Requirements,"
as defined, must be authorized in advance.
A5.01-5 Reliability: The services, information, surveys and reports described in A5.01-1 through
A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon
the accuracy and completeness thereof, provided Consultant has reviewed all such information to
determine if additional information and/or testing is required to properly design the Project.
Architectural Services for Miscellaneous Projects 32
RFQ No. 16-17-057
ATTACHMENT B — PROFESSIONAL SERVICES AGREEMENT
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities
described in the general conditions and supplementary conditions of the construction contract
relating to review and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
Architectural Services for Miscellaneous Projects 33
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
DDA Engineers, PA
Structural Engineering
Fraga Engineers
Mechanical, Electrical Engineering
J. Bonfill & Associates
Surveying
SCHEDULE A2 - KEY STAFF
NAME •
JOB CLASSIFICATION •
Raul L. Rodriguez
Principal
Ivan Bibas
Project Manager
Mirtha Albeirus
Project Architect
Sherry Shu Zhang
Project Architect
Benito Carmona
Project Engineer
Orlando Arrom
CADD Drafter
Raul F. Rodriguez
CADD Drafter
Victor Ramos
CADD Drafter
Aida M. Curtis
Principal/Landscape Architect
Mariana Boldu
Sr. Landscape Architect
Jennifer Rogers-Pomaville
Certified Arborist-L.A.
Rafael Ferrer
Landscape Architect
Ruben Colon
Landscape Designer
Julio Persivale
Irrigation Designer
Aida M. Albaisa
Principal/E.O.R.
Julio Martin
Project Manager
Erlan Palenzuela
Project Engineer
Oscar Fernandez
Field Inspector
Esteban Marquez
CADD Drafter
Jennifer Cord-Rivero
Clerical
Irene F. Fraga, P.E.
Principal
Cristina Santa -Cruz, P.E.
Sr. Project Manager
Jose Manuel Gonzalez
CADD Drafter
Alfonso Zamora
Designer
Jacqueline Bonfill-Gee
Principal
Oria Jannet Suarez
Land Surveyor
David Gee
Project Manager
Cathy Smith
Project Coordinator
Joaquin Araya
Survey Crew Chief
Cesar Borroto
AutoCAD
Antonio Corces
Instrument Person
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
34
ATTACHMENT B - 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 B3.01, Lump Sum.
b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant
to the same.
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
2.05-1 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.
81.02 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 been received and approved by the Director. The
averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary
incorporated herein by reference. With the exception of Principals' compensation, which is formulated as
a "flat rate," 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 81 - Wages Rates Summary 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 particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, with the exception of Principals' compensation, 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.
82.04 CALCULATION
Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific
assignments and Work Orders as requested by the City. The Consultant shall identify job classifications,
available staff, and projected man-hours required for the proper completion of tasks and/or groups of
tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B2 -
Wage Summary Rates.
Architectural Services for Miscellaneous Projects 35
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Architectural Services for Miscellaneous Projects 36
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment
benefits), and an overhead factor. Failure to comply with this section shall be cause for termination 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: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in
the Scope of Services, the Lump Sum compensation for that portion of the Services may be
equitably and proportionately adjusted by mutual consent of the Director or designee and
Consultant, subject to such additional approvals as may be required by legislation or ordinance.
B3.01-3 Lump Sum Compensation: It shall be calculated by Consultant, utilizing the Wage
Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work
Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation.
Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 -
Key Staff.
B3.02 HOURLY RATE FEES
63.02-1 Hourly Rate Fees: Shall be those rates for Consultant and Subconsultant employees
identified in Schedule B1. 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 particular Project or portion thereof at
the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is
similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that
shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis,
83.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling,
office rent or overhead expenses of any kind, including local telephone and utility charges, office and
drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of
drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic,
clerical, or other employees time or travel and subsistence not directly related to a project. All
reimbursable services shall be billed to the City at direct cost expended by the Consultant. City
authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable
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.
Architectural Services for Miscellaneous Projects 37
RFQ No. 16-17-057
ATTACHMENT B - 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 Article 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 Webpage at http:/!www.miamigov.com/MiamiCapitalfforms.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 NTP 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/MiamiCapital/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,
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.
Architectural Services for Miscellaneous Projects 38
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
84.03 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
Specialty Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under
this Agreement.
B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not 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, Photagraphv: 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: 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.
Architectural Services for Miscellaneous Projects 39
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
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.
Architectural Services for Miscellaneous Projects 40
RFQ No. 16-17-057
ATTACHMENT 8 - PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
JOB CLASSIFICATION
NEGOTIATED
HOURLY
RATE
ADJUSTED
AVERAGE
HOURLY RATE
(2.9 Multiplier
Applied)
ADJUSTED
AVERAGE
HOURLY RATE
(2.4 Multiplier
Applied)
Principal
$180.00*
Project Manager
$48.08
$139.43
$115.39
Project Architect
$28.85
$83.67
$69,24
Project Engineer
$25.10
$72.79
$60.24
Field Inspector
$27.50
$79.75
$66.00
CADD Technician
$16.83 .
$48.81
$40.39
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
41
ATTACHMENT B — PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT B
SCHEDULE B2 - CONSULTANT INVOICE
To: City of Miami
'Office of Capital Improvements (OCI)
44.1SW 2nd Avenue - 81h Floor
Miami, FL 33130
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS (OCI)
CONSULTANT STANDARD INVOICE
Invoice Number:
Invoice Date: Month 00. 0000
Page:
From: ITo:
Invoice Period: ---_._.,.„.___..,......__,,._-....._._t._..___.___..._.__...._._.___._..—,-I
Month 00, 0000 Month O0.0000 I
Contract No.:
Contract Title: I
•
Project Name:
NOTE.
Irtvo(cas received past 3:00 PM vitll 0n stamped wnh the Nod Suainass pate
Prepare invoices properly to avoid payment delay._._..._...._._..:_._,..............„..__._.,,,...,.._....v,..,...____.,...____. -.__-_
Each invoice must be signed by a Principal of the firm as designated. Purchase Order No.:
Attach appropriate- backup documents to each Invoice. Work Order No:
SERVICE I CONTRACT AMOUNT °r° COMPLETE
' TO TAOLa RENED ! i
i PREVIOUSLY INVOICED I CURRENT INVOICE AMOUNT
Schematic Design (SD)L_..
i $ - rip
___ _ _ ,_..._,_� t_.,_.-,
Design Development (CID)
3000 Construction Documents (30%CD) 1 S 000
$ _ ,_._.. __ - . .. __. ._ .. . ....... .......
$. ..._ ' - $ _._._._._ _....._ _,- j. J
G04r° Construction Documents (G09'° CO) I J$
UU4ro Construction Documents (90°o CD) I - _... 0%
__._._._._._.
100R5 Construction Documents /1G046 CO) I $-____�_._.__.___ ..._._._._....._..
Or
ouQ._._._._,.4
�_........_...._. __.....__-
.................___._._._._._._._.
- - 1 $
�� �....................___._._...___.__._.__._____. -
Run Permittin I $--..__._ ............._.__...._._..._.__,,,_,
Bidding Negotiation Phase
Consuucticn Administration (CA) U .__.% _.__.$ __. _.. I �+._ _.._-. ...._... _ � ._.._..__.. __-...._- _._._
i D°6 1
T
F
i$ 0?6 i$
(._..._....._..__. _ _. % —._... 7 Oar° ................. 0
Der° 7:5......................_........_..
7- _. _
'ReimbursaUleEapenses U°V $__-.__._._._�:
i3.(Title)....,.___....._..,__.,,..,.._.._.„....,„._;.. ,..___........_._.....,,
a Opr $
- -. $
Additional Sarricas - -
I. (Title'r....__._......_....._,.._._.,.,
.. ..
12. (TAW. tT tie) _.. .. , ...... _. _, ..._.......__ ._...I. _._._.
-. $
----..._.. _.._... ...,,..... __,.,,...__.,...._. _... _._
j-- - t 0°°
.__.
I $
TOTAL:1 $ -
$ _ $ _
• I$
�
Prior to this Invoice Remaining Contract Balance:i $ .�
•
I
Subtotal:i $ _
Deduc-- --"- tIons:1 -------------•- -
r---
Total Due :) $
L TO BE COMPLETED BY CONSULTANT FIRM
!{CERTIFIED TRUE AND CORRECT SY: SUPPORTING DOCUMENTS CHECKLIST:
Activation Letter of Phase being Invoiced:
II
Supporting Documents for Invoice:
Construction Status Report:
(Signature n(Ptincipai)
Final Payment Documents:
tttt Additional Service Atnhorizahons:
(Type Name and Title oft riocipel)
IAREA TO BE COMPLETED BY CITY OF MIAMI
'',CITY
OF MIAMI APPROVAL:
I DATE
SIGNATUREDale Raoeivud CIP:
'0
,PROJECT MANAGER
CHIEF PROJECT MANAGER
I
t
Hector 8adia
Recoiled for Payment
}ASSISTANT DIRECTOR
(Date Prncessh>g (9udgat Department):
LSteven C. Williamson
DIRECTOR
I
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
42
ATTACHMENT a - PROFESSIONAL SERVICE AGREEMENT
C ON OF
CITY OF K8|AMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Architectural Services for Miscellaneous Projects
Contract Type Miscellaneous Services
Consultant Carty Architecture, LLC
TABLE 0FCONTENTS
ARTICLE DEFINITIONS 5
ARTICLE GENERAL CONDITIONS 7
2.01 TERM 7
2.02 OPTIONS TOEXTEND 7
2.03 SCOPE OFSERVICES 7
2.$4 SMALL BUSINESS ENTERPRISE ("GGE")PARTICIPATION REQUIREMENTS 7
2.05 COMPENSATION 7
ARTICLE PERFORMANCE 8
3.01 PERFORMANCE AND DELEGATION 8
3.02 REMOVAL OFUNSATISFACTORY PERSONNEL 8
3.03 CONSULTANT KEY STAFF 8
3.04 TIME FOR PERFORMANCE 8
3U� STANDARD
� 0
ARTICLE 8UBCC)NGULTANTS g
4.011 GENERAL 9
4.02 8UBCON8ULT4NTREL4TONGH{PS 0
4.03 CHANGES T2SU8CONSULTANTS 9
ARTICLE DEFAULT g
5.01 GENERAL g
5.02 CONDITIONS DFDEFAULT O
6.08 TIME TDCURE DEFAULT; FORCE MAJEURE Q
ARTICLE TERMINATION 0FAGREEMENT 10
8.01 CrR''SRIGHT TOTERMINATE 10
6.02 CONSULTANT'S RIGHT TOTERMINATE 10
8.03 TERMINATION DUE TOUNDISCLOSED LOBBYIST OgAGENT 10
ARTICLE DOCUMENTS AND RECORDS 10
7.01 OWNERSHIP OFDOCUMENTS 10
7.02 DELIVERY UPON REQUEST ORCANCELLATION 10
7.03 RE -USE BYCITY 11
7.04 NONDISCLOSURE 11
7.05 MAINTENANCE OFRECORDS; PUBLIC RECORDS 11
7.08 E-VERIFY 12
ARTICLE INDEMNIFICATION 12
ARTICLE INSURANCE 12
9.01 COMPANIES PROVIDING COVERAGE 12
$.02 VERIFICATION 0FINSURANCE COVERAGE 13
9.O3 FORMS VFCOVERAGE 13
9.04 MODIFICATIONS TUCOVERAGE 13
ART|CLE1O MISCELLANEOUS 13
10.01 AUDIT RIGHTS; INSPECTION 13
10.02 ENTIRE AGREEMENT 14
10.03 SUCCESSORS AND ASSIGNS 14
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14
10.05 APPLICABLE LAW AND VENUE OFLITIGATION 14
10.06 NOTICES 14
10.07 INTERPRETATION 15
10.08 JOINT PREPARATION 15
10.09 PRIORITY OFPROVISIONS 15
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
10.10 MEDIATION - WAIVER OF JURY TRIAL 16
10.11 TIME 16
10.12 COMPLIANCE WITH LAWS 16
10.13 NO PARTNERSHIP 16
10.14 DISCRETION OF DIRECTOR 16
10.15 RESOLUTION OF CONTRACT DISPUTES 17
10.16 INDEPENDENT CONTRACTOR 17
10.17 CONTINGENCY CLAUSE 17
10.18 THIRD PARTY BENEFICIARY 17
10.19 ADDITIONAL TERMS AND CONDITIONS 17
ATTACHMENT A - SCOPE OF WORK 21
ARTICLE Al GENERAL 21
A1.01 SCOPE OF SERVICES 21
A1.02 WORK ORDERS 21
A1.03 PAYMENTS 21
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES 21
A2.01 DEVELOPMENT OF OBJECTIVES 22
A2.02 SCHEMATIC DESIGN 22
A2.03 DESIGN DEVELOPMENT 23
A2.04 CONSTRUCTION DOCUMENTS 23
A2.05 BIDDING AND AWARD OF CONTRACT 24
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 25
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT 27
ARTICLE A3 ADDITIONAL SERVICES 28
A3.01 GENERAL 28
A3.02 EXAMPLES 28
A3.03 ADDITIONAL DESIGN 28
ARTICLE A4 REIMBURSABLE EXPENSES 28
A4.01 GENERAL 28
A4.02 SUBCONSULTANT REIMBURSEMENTS 29
ARTICLE A5 CITY'S RESPONSIBILITIES 29
A5.01 PROJECT AND SITE INFORMATION 29
A5.02 CONSTRUCTION MANAGEMENT 30
SCHEDULE Al - SUBCONSULTANTS 31
SCHEDULE A2 - KEY STAFF 31
ATTACHMENT B - COMPENSATION AND PAYMENTS 32
ARTICLE B1 METHOD OF COMPENSATION 32
B1.01 COMPENSATION LIMITS 32
B1.02 CONSULTANT NOT TO EXCEED 32
ARTICLE B2 WAGE RATES 32
B2.01 FEE BASIS 32
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 32
B2.03 MULTIPLIER 32
B2.04 CALCULATION 32
B2,05 EMPLOYEE BENEFITS AND OVERHEAD 33
B2.06 ESCALATION 33
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 33
B3.01 LUMP SUM 33
B3.02 HOURLY RATE FEES 33
B3.03 REIMBURSABLE EXPENSES 33
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 34
B3.05 FEES FOR ADDITIONAL SERVICES 34
B3.06 PAYMENT EXCLUSIONS 34
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 34
ARTICLE B4 PAYMENTS TO THE CONSULTANT 34
B4.01 PAYMENTS GENERALLY 34
B4.02 FOR COMPREHENSIVE BASIC SERVICES 34
B4.03 BILLING - HOURLY RATE 35
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 35
B4.05 DEDUCTIONS 35
ARTICLE B5 REIMBURSABLE EXPENSES 35
B5.01 GENERAL 35
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 35
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 36
B6.01 GENERAL 36
SCHEDULE B1 — WAGE RATES SUMMARY 37
SCHEDULE B2 — CONSULTANT INVOICE 38
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RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
Service Category
Contract Type
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Architectural Services (RFQ No. 16-17-057)
Miscellaneous Services
Consultant Carty Architecture, LLC
Consultant Office Location 2655 S. LeJeune Rd., Suite 607, Coral Gables, FL 33134
City Authorization Section 18-87
THIS AGREEMENT made this ( 7 day of f L in the year 2018 by and between
THE CITY OF MIAMI, FLORIDA, hereinafter called t e "City," and Carty Architecture, LLC,
hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 16-17-057 on September
15, 2017 for the provision of Architectural Services for Miscellaneous Projects ("Services") and
the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most
qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred
to herein, collectively, as the Solicitation 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) 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.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as
follows:
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ATTACHMENT B - PROFESSIONAL SERVICE 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
which 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.
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 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly
known as Capital Improvements and Transportation Program ("CITP").
1.12 Director means the Director of the City Department designated herein who has the authority and
responsibility for managing the specific project or projects covered under this Agreement. Unless
otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the
top administrator of the Office of Capital Improvements or their designee.
1.13 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.
1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant, which must be corrected in order for the project to function or be built as
intended.
1.15 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.
1.16 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.
1.17 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.
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
1.18 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.
1.19 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.
1.20 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.
1.21 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.
1.22 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.
1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all
attachments and any authorized amendments thereto. In the event of a conflict between the 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.
1.24 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.
1.25 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.
1.26 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.
1.27 Small Business Enterprise ("SBE") means a firm which has been certified by Miami -Dade
County who will provide architectural, landscape architectural, engineering, or surveying
and mapping professional services to the Consultant as required pursuant to City Code
Section 18-87.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor, or mapper, and/or other professional specialties that has entered into
a written agreement with the Consultant to furnish specified professional services for a Project or
task.
1.29 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.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City which authorizes the performance of specific
professional services for a defined Project or Projects.
1.32 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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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This
specified term is intended for administrative and budget control purposes and is not to be considered or
interpreted as a time limitation.
2.01-1 Extension of Expiration Date
In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this
Agreement shall not expire and shall remain in effect until completion or termination of said Project(s).
No new Work Orders shall be issued after the expiration date. The City reserves the right to
automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the
stated contract term, in order to provide City departments with continual service while a new agreement
is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the
Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a
specific number of days. Additional extensions over the first one hundred twenty (120) day extension
may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions
shall comply with applicable approvals and regulations.
2.02 OPTIONS TO EXTEND
The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional
periods of one (1) year each, subject to continued satisfactory performance as determined by the Director,
and to the availability and appropriation of funds. City Commission's authorization of this Agreement
includes delegation of authority to the City Manager to administratively approve said extensions provided
that the compensation limits set forth in Article 2,05 are not exceeded.
2.03 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is
incorporated into and made a part of this Agreement.
2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS ORDINANCE
13331, codified as Section 18-87(p), City Code.
Prospective Firms must 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") in good
standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries,
For information on the City's SBE requirements, visit the Office of Capital Improvements (OCI) website at:
http://www.miamigov.com/MiamiCapital/forms.html.
2.05 COMPENSATION
2.05-1 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, attached hereto; provided, however, that in no event shall the amount of compensation
exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any
extension(s), unless explicitly approved by action of the City Commission or City Manager, as
applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and
absolute discretion, use other compensation methodologies. The City shall not have any liability nor
will the Consultant have any recourse against the City for any compensation, payment, reimbursable
expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended
from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits
set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing
Contracts.
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
2.05-2 Payments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by
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.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as
constituting an agreement between the City and said other person or firm.
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants 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 the work of said employees under this Agreement.
3.03 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." The Consultant shall ensure that Key Staff are available for Work upon request from the City,
as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval
from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or
their designee with information required to determine the suitability of proposed new Key Staff. Director
will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any
responsibility or liability for the individual's ability to perform.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the
Director or their designee and to complete each assignment, task, or phase within the time stipulated in the
NTP. Time is of the essence with respect to performance of Work under 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 additional
compensation.
3.05 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 and Chapter 481 of the
Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry
practices, in gathering information and inspecting a Project site prior to the commencement of design.
Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all
designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement.
Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings,
specifications, or other Services without additional compensation. Consultant shall also be liable for claims
for delay costs, and any increased costs in construction, including but not limited to additional work,
demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its
surveys, maps, designs, drawings, specifications or other Services.
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ATTACHMENT B - PROFESSIONAL. SERVICE AGREEMENT
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part
of the consulting team during 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 attached hereto and incorporated herein by reference.
4.01-2 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/or specialized professional
services necessary for a project or task described under Additional Services. Such Specialty
Subconsultant shall be in addition to those identified in Attachment A, Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 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.
4.02-2 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 his direction, control, supervision, retention, and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule
Al without prior written approval by the Director or designee, in response to a written request from the
Consultant stating the reasons for any proposed change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has
with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default.
Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to the Consultant while the Consultant was in default
shall be immediately returned to the City. The Consultant understands and agrees that termination of this
Agreement under this section 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 to the
Consultant until such time as the actions giving rise to default have been cured.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any one or more
of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure,
insurance or bonding herein required.
5.02-2 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.
5.02-3 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.
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 the time stipulated in
said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
discretion, may allow additional days to perform any required cure if the Consultant provides written
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RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in
said notice, without the necessity of any further action by the City. Should any such failure on the part of
the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then
the City may allow an extension of time reasonably commensurate with the cause of such failure to perform
or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The City, including the City Manager or the Director, has the right to terminate this Agreement for any
reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all
charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work
authorized under this Agreement, whether finished or not, must be turned over to the Director or designee.
The Consultant shall be paid in accordance with provisions of Attachment B, provided that said
documentation is turned over to Director within ten (10) business days of termination. Failure to timely
deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant
until all documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except
to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation
for the Services that were performed in complete compliance with the Agreement, as full and final
settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against
the City, its officials or employees.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by
the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the
City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this
Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the
City's breach and afford the City sixty (60) calendar days to cure.
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 recover from the Consultant the full amount of any and all fees, commissions,
percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived therefrom,
including all electronic digital copies, will be considered works made for hire and will, based on incremental
transfer wherein the above shall become the property of the City upon payments made to the Consultant
or termination of this 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 Project sites for inspection
of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain
copies, including reproducible copies, solely for information and reference in connection with the City's use
and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) business days of cancellation, or within ten (10) business days of request by
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the
Consultant delivers all such documents. The Consultant shall have no recourse from these requirements.
7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision
for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole
option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with
this provision without the necessity of further approvals, compensation, fees or documents being required
and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans,
documents, studies, or other data for any purpose other than that intended by the terms and conditions of
this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their 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, and Subconsultants to comply with the provisions of this paragraph.
7.05 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, 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(c 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.
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
7.06 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 Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
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
Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its
officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs,
including, but not limited to, reasonable attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of this Contract. Consultant shall further, hold the
City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the
City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages
arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or employees
were negligent. 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 Contract 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.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City, whether performed by the Consultant, or persons
employed or utilized by Consultant, These duties will survive the cancellation or expiration of the Contract.
This Section will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as
applicable and as amended.
Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section, The Consultant agrees and
recognizes that the City shall not be held liable or responsible for any claims which may result from any
actions or omissions of the Consultant in which the City participated either through review or concurrence
of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other
acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant
or sub -consultant under this Contract,
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 and
provided to the City all insurance required hereunder and the City's Risk Management Administrator or their
authorized designee, has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and
be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition.
Architectural Services for Miscellaneous Projects 12
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review and
approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant
has obtained insurance of the type, amount, and classification required by these provisions, in excess of
any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage
with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide
written notice to the City's Department of Risk Management of any material change, cancellation and/or
notice of non -renewal of the insurance within thirty (30) calendar days of the change.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator
within ten (10) business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 Commercial General Liability and Automobile Liability
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, 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. Waiver of Subrogation applies in favor of the certificate holder.
The coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of
cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment.
9.03-2 Business Automobile
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired, and non -owned autos with a minimal combined single limit of $1,000,000 naming the City as an
additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar
days and ten (10) business days for nonpayment.
9.03-3 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage
in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which
the Consultant shall be legally obligated to pay as damages for claims arising out of the services
performed by the Consultant or any person employed by the Consultant in connection with this
Agreement. This insurance shall be maintained for at least one (1) year after completion of the
construction and acceptance of any project covered by this Agreement. Coverage must reference the
retroactive date.
9.03-4 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence.
9.03-5 Subconsultant Compliance
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their 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) calendar 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 Section 18-101 and
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
Section 18-102 of the 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 a breach of any other 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 terminate this Agreement. The Consultant shall have
no recourse from such 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, 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 NTP. 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, Indemnification,
herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must
maintain an action to enforce the duty to indemnify the City.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and 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,m iam igov.com
Phone: 305-416-1025
Architectural Services for Miscellaneous Projects 14
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
Annie Perez, CPPO
Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: annieperezc miamigov.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 cr miamigov.com
Phone: 305-416-1832
With Copies to:
Steven C. Williamson
Director
Office of Capital Improvements
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: SWilliamson car miamigov.com
Phone: 305-416-1225
For Consultant:
Judy Carty, AIA
Principal/President
Carty Architecture, LLC
2655 S. LeJeune Rd., Suite 607
Coral Gables, FL 33134
Email: JCarty cartyarchitecture.com
Phone: 786-717-7100
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
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 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.
Architectural Services for Miscellaneous Projects 15
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
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 in the agreements with all Subconsultants andior independent
contractors retained for the project(s), thereby providing for non -binding mediation as the primary
mechanism for dispute resolution. Each party shall bear their own attorney's fees.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement
and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the
Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed
strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines
established in this Agreement and/or Work Orders pursuant hereto.
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.
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 Consultant's performance under this
Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or
sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely
by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual
orientation, 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, and
local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's
access to City property, including project jobsites, if the Consultant's employees are not properly
equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited by the Consultant.
10.12-3 ADA Compliance
The Consultant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City,
including Titles I and ll of the ADA (regarding nondiscrimination on the basis of disability) and all
applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative
steps to -insure nondiscrimination in employment of disabled persons,
10.13 NO PARTNERSHIP
The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership
or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the
City to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or the Director's authorized designee.
Architectural Services for Miscellaneous Projects 16
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
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 of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their
dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06,
Notices. Upon receipt of said notification the Director of OCI shall review the issues relative to the dispute
and issue a written finding.
Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their
dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal
of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said
notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written
finding.
The Consultant must submit any further appeal in writing within five (5) 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, the City Manager's decision shall be approved or disapproved by City Commission. The
Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable, or
(ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (90)
calendar days has expired where the City Manager's decision is subject to City Commission
approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
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 this Agreement is subject to amendment or termination due to lack of funds, reduction of
funds and/or change in regulations, upon thirty (30) calendar days' notice.
10.18 THIRD PARTY BENEFICIARY
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a
third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement,
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and
all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or
other Agreement,
Architectural Services for Miscellaneous Projects 17
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ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
WITNESS/ATTEST: CARTY ARCHITECTURE, LLC, a Florida
Corporation
Signature
C5 All Ve Sey
Print Name, Title
ATTEST:
Sig ature
e 401, cA4TA P<fc1 44
Print name, Title of Authorized Offider or Official
(Corporate Seal)
Consultant Secretary
(Affirm Consultant Seal .0 ai able)
APPROVERS TO/I,NSU CE APPROVED AS TO LEGAL FORM AND
REQUIR VENTS/. CORRECTNESS:
/Ann Marie harpe, Director VI oria Mniiez, City Attd ne
Risk Man gement Eepartment
ATTEST:
anndn, City Clerk
CITY OF MIAMI, a municipal corporation of
the State of Florida
Gonzalez, Ph.D., City Manager
Architectural Services for Miscellaneous Projects 18
RFQ No. 16-17-057
ATTACHMENT B PROFESSIONAL SERVICE AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of Carty
Architecture , a corporation organized and existing under the laws of the State of
Florida , held on the 27 day of March , 2012 , a resolution was
duly passed and adopted authorizing (Name) Judy Carty as
(Title)President 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 WHERE9FT have hereunto set my hand this 11 , day of
20(
Secretary,:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the day of , 20 , 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
Architectural Services for Miscellaneous Projects 19
RFQ No. 16-17-057
ATTACHMENT B — PROFESSIONAL SERVICE 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)
I HEREBY CERTIFY that, I (Name) L.J tj fir\ , 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 WHERE Fr- have hereunto set my hand this 11 day of iN ick
20�.r
Signed:
Print:
NOTARIZATION
STATE OF 1
/� ) SS:
COUNTY OF I'�/fJ(11/ - 2)f1D )
The foregoing instrument was acknowledged
P2,// , 20 Ie , by ..7-c/ 7) cf
to me or who has produced
did not) take an oath,
SIGNATURE OF NOTARY PUBLIC
STATE OF FL - Caridad Blanco
NOTARY PUBLIC
STATE OF FLORIDA
Comm# FF203969
E19k" Expires 2l2F/2010
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
before me this / �../ day of
, who is personally known
as identification and whoi(did /
Architectural Services for Miscellaneous Projects 20
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive architectural services for the City of Miami (City) in accordance
with Miami 21, including but not limited to; project management, complete planning and design services,
programming, schematics, scheduling, inspection, permitting, feasibility studies, ADA compliance, options
permitting, evaluations, public/community meetings and/or charrettes, lighting, electrical, structural,
landscaping, site plan, parking analysis, Design Criteria Package, detailed facility assessments, cost
estimates, opinions of probable construction cost, preparation of bid and construction documents, obtaining
building/ and or other agency approved permits, review of work prepared by Subconsultants and other
consultants; commissioning, public meetings, assessments, analysis and evaluation of facilities and
properties; field investigations and observations, construction contract administration, as -built
documentation, post design services, preparation of bid and construction documents, provide
recommendations and construction documents and other related architectural services as needed for
completed and permitted project(s) as assigned by the City. Consultant shall provide professional
Architectural Services for project(s) for which Consultant was selected in accordance with Section 287.055
Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive professional architectural services in accordance with all
applicable laws, building and environmental regulations, including the Florida Building Code and the City
of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work
Order. Consultant may be required to perform all or some of the services described in this Agreement,
depending on the needs of the City for the project(s). Consultant shall furnish, as Basic Services,
comprehensive professional architectural services for the project(s).
The City may phase the Work to complete the project(s) to ensure 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(s) through the use of Work Orders Proposals and Work Orders.
A1.02 WORK ORDERS
When OCI 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 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
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will
issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP, and/or Purchase Order.
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES
Consultant agrees to provide complete architectural services as set forth in the tasks enumerated
hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City,
Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel
on the project(s) at all times to ensure its performance as specified in this Agreement.
Consultant shalt 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 the City. Consultant shall not
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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 technical accuracy and quality of their Work. Consultant shall
perform all Work in compliance with Florida Administrative Code Chapter 61 G1 and Chapter 481 of the
Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in
gathering information and inspecting a Project site prior to the commencement of the Work. Consultant
shall be responsible for the professional quality, technical accuracy, and coordination of all measurements,
dimensions, designs, drawings and specifications, included in the Services furnished by the Consultant
under this Agreement. Consultant shall, without additional compensation, correct or revise any errors,
omissions, and/or deficiencies in its all measurements, dimensions, designs, drawings, and specifications,
included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs
in construction, including but not limited to additional work, demolition of existing work, rework, etc.,
resulting from any errors, omissions, and/or deficiencies in its measurements, dimensions, designs,
drawings, and specifications included in the Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other
jurisdictional agencies to develop several options for how the various elements of the project(s) will
be designed and constructed.
A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with
representatives of City, the Project Manager, and other jurisdictional agencies in order to
comprehensively identify aspects of the completed facility program that may require further
refinement to attain the requisite detail of design development required to begin the creation of
Construction Documents. For clarity of scope, the items that need further development will be called
Conceptuals and the remaining items will be called Designs.
A2.01.3 Consultant shall prepare written descriptions of the various options and shall participate in
presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to
support the presentation materials.
A2.02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report Consultant shall prepare and present, in writing
and at an oral presentation if requested, for approval by City, a Design Concept and Schematics
Report, comprising Schematic Design Studies, including an identification of any special requirements
affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and
review of Constructability Review reports.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations,
sections, and all other elements required by City or Project Manager to show the scale and
relationship of the components and design concepts of the whole. The floor plans may be single -
line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be
provided to further show the design concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI)
format, to include a summary of the estimated project cost and an evaluation of funding allocation.
Such summary shall be in sufficient detail to identify the costs of each element and include a
breakdown of the fees, general conditions, and construction contingency. Such evaluation shall
comprise a brief description of the basis for estimated costs per each element and similar project
unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the
scope of the Project in order to bring the estimated costs within allocated funds, in the event that
the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update
its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement
of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of
cost in Consultant's best judgment as a professional familiar with the local construction industry.
3. The Project Development Schedule shall show the proposed completion date of each task of the
Project through design, bidding, and post design services.
4. Constructability Review reports shall be conducted by the City and/or its consultants at design
stages deemed necessary by the Project Manager. Consultant shall provide five additional
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deliverable plan sets for distribution, by City, to others for this purpose. There shall be an
established deadline for review report submission back to City. Consultant shall provide written
responses to all comments within two weeks and shall maintain files of all related review reports
and response reports. If necessary, City may coordinate Constructability Review meetings with
some or all of the reviewers with Consultant present to discuss specific issues. In addition to the
Constructability Review process mentioned above, City reserves the right to conduct a Peer
Review of the project documents at any design stage. Cost of such a Peer Review would be
borne by City. Any findings as a result of said Peer Review would be addressed by Consultant,
and if requested by City, would be incorporated into the design documents, at no additional cost
to City and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT
From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at
oral presentations, if requested, for approval by City, separate Design Development Documents, updated
Project Development Schedules, updated Statements of Probable Construction Costs, and a review of
Constructability Review reports.
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
and 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 particular Project in order to bring the estimated costs within allocated
funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this
reduced scope.
5. Constructability Review Reports.
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, Consultant shall prepare for written approval by City,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a
fully biddable, permittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings
not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an
index of all anticipated drawing sheets necessary to fully define the Project.
2. The updated Project Development Schedule to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
3. An updated Statement of Probable Construction Cost in CSI format.
4. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit City to award a Construction Contract within the
limit of the budgeted amount.
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5. A Project Specifications index and Project Manual with at least 30%, 60%, 90%, and Final of the
Specifications completed. Documents submittal shall also include all sections of Divisions "0"
and
6. Consultant shall include, and will be paid for, City -requested alternates outside of the established
Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in
connection with alternates required by the failure of Consultant to design the Project within the
Fixed Limit of Construction Cost.
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 OCI 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.
Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be
submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also
provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional
terms and conditions shall be provided in both .pdf and .doc formats.
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the
Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100%
Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall
assist the City in obtaining bids and preparing and awarding the construction contract. The City, for
bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such
printing as a reimbursable service to the Consultant.
A2.05-2 Issuance of Bid Documents, Addenda, and Bid Opening
1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of
Bidders.
2. The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addenda clarifications or responses shall be issued by
the City.
3. The Consultant shall prepare revised plans, if required, for the City to issue to all prospective
bidders.
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4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The
Consultant shall attend all pre -bid meetings and when warranted, 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 tirne 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 three (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 shall begin with the issuance of the NTP and shall end when the
Consultant has provided to the City all post construction documents, including Contractor As -Built
drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certificate(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, as the representative of the City during the Construction Phase shall visit
the Project 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 that may be observed in
the Work. The Consultant will not be required to make extensive inspections or provide continuous
daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this
Agreement. The Consultant shall be responsible for writing and distributing minutes of all meetings
and field inspections report it is asked to attend. Consultant will not be held responsible for
construction means, methods, techniques, sequences, or procedures, or for safety precautions and
programs in connection with the Work. The Consultant will not be held responsible for the
Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in
accordance with the contract unless such failure of performance results from the Consultant's acts or
omissions.
A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work
made by Consultant and require all Subconsultants to do the same during each visit to the Project.
The Consultant shall also note the general status and progress of the Work on forms furnished by
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the City. The Consultant shall submit the reports in a timely manner. The Consultant and
Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the
City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -
built" drawings. Copies of the field reports shall be attached to the monthly Professional Services
payment request for construction administration services. The Consultant's failure to provide written
reports of all site visits or minutes of 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 Based on observations at the Project site and consultation with the City, the Consultant
shall determine the amount due to the Contractor based on the pay for performance milestones and
shall recommend approval of such amount as appropriate. This recommendation shall constitute a
representation by the Consultant to the City that, to the best of the Consultant's knowledge,
information and belief, the Work has progressed to the point indicated, and that the quality of the
Work is in accordance with the contract and the Contractor is entitled to amount stated on the
requisition subject to:
1. A detailed evaluation of the Work for conformance with the contract upon substantial completion;
2. The results of any subsequent tests required by the contract;
3. Minor deviations from the contract correctable prior to completion;
4. Any specific qualifications stated in the payment certificate and further that the Contractor is
entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the
requisition.
Prior to recommending payment to the Contractor, the Consultant shall 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 thereunder. The Consultant shall render interpretations necessary for
the proper execution or progress of the Work upon written request of either the City or the Contractor,
and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes
and other matters in question between the City and the Contractor relating to the execution or
progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the
intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic
form.
A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant
considers it necessary or advisable to insure compliance with the Contract Documents, the
Consultant will have the authority to recommend special inspection or testing of any Work deemed
to be not in accordance with the Contract, whether or not such Work has been fabricated and/or
delivered to the Project, or installed and completed.
A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings,
samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction
documents shall not be authorized without concurrence of the City's Project Manager and/or Director
of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from
receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop
drawings or submittals to the Contractor with comments indicating either approval or disapproval.
Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection.
Consultant shall have five (5) calendar days to review contractor payment applications to ensure the
City complies with Florida Statute §218.70.
A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required
by the Consultant's own observations or 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
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Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City,
his/her recommendation or proposed action along with an analysis and/or study supporting such
recommendation.
A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend
execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the
Project is substantially complete in accordance with the contract requirements. The Consultant shall
in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects
and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida
Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend
execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant
shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all
necessary close-out documentation from the Contractor including but not limited to all guarantees,
operating and maintenance manuals for equipment, releases of liens/claims and such other
documents and certificates as may be required by applicable codes, law, and the contract, and deliver
them to the City before final acceptance shall be issued to the Contractor.
A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's
compliance with its contract relative to 1) initial instruction of City's personnel in the operation and
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 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.
A2.06-13 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 "Record Set" of drawings and other documents, the Consultant shall rely
on the accuracy of the information provided by the Contractor, including the Contractor's record
drawings. Any certification required under this Agreement including the contents of "as -built"
documents is conditioned upon the accuracy of the information and documents provided by the
Contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for
Information," substitution approvals, or other clarifications shall be the Consultant's responsibility to
incorporate into the "Record Set" of drawings and other 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 docurnents, as well as the "Record Set" shall become the property of the
City. A reproducible set of all other final documents shall be furnished to the City free of charge by
the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings,"
in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable
to the City.
A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting
"as -built" conditions with graphic scale and north arrow. Plans must show room names, room
numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two
sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy.
A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance
evaluation during construction work and upon final completion of the Project.
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT
The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached
as Schedule A5.
Development of Objectives
Schematic Design
Design Development
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
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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 City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment "B", Section B3.05.
A3,02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following:
A3,02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by City.
A3.02-2 Specialty Design: Any additional special professional services not included in the Scope
of Work.
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
A3,02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or
comparative studies of prospective sites. Surveys of the existing structure required to complete as -
built documentation are not additional services.
A3.02.4 Extended Testing & Training: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended
training of City's personnel in operation and maintenance of equipment and systems, and
consultation during such training; and preparation of operating and maintenance manuals, other than
those provided by the Contractor, sub -contractor, 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 City and are due to causes beyond the control of Consultant. (Major
revisions are defined as those changing the Scope of Work and arrangement of spaces and/or
scheme and/or any significant portion thereof).
A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any
arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against
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
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. Transportation, travel, and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
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A4.01-1 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.
A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4,01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs
approved by the Project Manager.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the Consultant.
A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
A4,01-6 Other: Items not indicated in Section 4.01 when authorized by the Project Manager.
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 their designee
including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks.
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 AND 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 Solt Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program as per
Section A2.02, Schematic Design.
A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt. Consultant must still perform field investigations as
necessary in accordance with Section A2.01 to obtain sufficient information to perform its services.
Investigative services in excess of "Development of Objectives/Normal Requirements," as defined,
must be authorized in advance,
A5.01-5 Reliability: The services, information, surveys and reports described in A5.01-1 through
A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the
accuracy and completeness thereof, provided Consultant has reviewed all such information to
determine if additional information and/or testing is required to properly design the Project.
Architectural Services for Miscellaneous Projects 29
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities
described in the general conditions and supplementary conditions of the construction contract relating
to review and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
Architectural Services for Miscellaneous Projects 30
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
Botas Engineering Inc
Structural Engineers
Chen Moore & Associates
Civil Engineers
Hammond & Associates
MEP Engineers
SCHEDULE A2 - KEY STAFF
NAME
JOB CLASSIFICATION
Judy Carty, AIA, NCARB, LEED AP
Principal
Bernardo Flores-Sahagun, AIA
Sr Project Manager
Carlos Veloso, RA
Project Manager
Lourdes Aria, RA
Project Manager
Carlos Veloso, RA
Field Inspector
Oscar Pina
Architectural Staff
Patricia Botas PE
Principal
Patricia Botas PE
Sr Project Manager
Ernesto Sierra
Project Engineer
Ernesto Sierra
Field Inspector
Eugenio Arias
CADD Technician
Diana Castro
Sr Design Engineer
Peter Moore PE
Principal
Jose Acosta PE
Project Director
Gregory Mendez PE
Sr Project Manager
Patrick Kaimrajh, PE
Project Manager
Sathvika Ramaji, El
Project Engineer
Miguel Lockward, El
Project Engineer
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
31
ATTACHMENT o-PROFESSIONAL SERVICE AGREEMENT
Carlos Morales
Project Engineer
ADdresAhStaZab3/
S[CADDdrafter
Joseph Hall
S[CADOdrafter
Jose K8cCnay
SR Field Inspector
AnCdiDoFernandez dePiD8
Field Inspector
N18Oue|[}aaO0gOo
Field Inspector
Nico|asKaqpatly
Engineering Intern
Ana Pamela Munoz
Clerical
Eric Hammond PE
PhOdp@|
AyUbSheikh PE
SFProject &1GO@g8[
Stephen Farquharson
Project Manager
Donald Dixon
Project Engineer
K0ykenaonPierre
Field Inspector
B$dhonyAUre|iUa
CADDOraft8r
A|an8Alenande[
Clerical
Claudette H@DlmODd
Administrative
ATTACHMENT B~COMPENSATION AND PAYMENTS
ARTICLEB1 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following methods
or combination thereof, at the option of the Director ordesignee, with the consent of the Consultant.
a) ALump Sum aadefined inArticle B3.O1.Lump Sum.
b) An Hourly Rate as defined in Article 83.02' Hourly Rate Feen, and at the rates set forth pursuant
(othe same.
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 inArticle 2.U5-1
Compensation Limits, as the maximum compensation Unlit for cumulative expenditures under this
Agreement. Under no circumstances will the City have any liability for work perfV/med, 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 Qh/ Manager orCity 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 boexceeded. |nthe event they are ooexceeded, the City shall
Architectural Services for Miscellaneous Projects 32
RFQ No. 16-17'857
ATTACHMENT B - PROFESSIONAL SERVICE 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 Rate Fees, and at the rates set forth pursuant
to the same.
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 2.05-1
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 been received and approved by the Director. The averages of said
certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by
reference. With the exception of Principals' compensation, which is formulated as a "flat rate," 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 - Wages Rates Summary 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 particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, with the exception of Principals' compensation, 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 Schedule B2 - Wage
Summary Rates.
Architectural Services for Miscellaneous Projects 32
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment
benefits), and an overhead factor. Failure to comply with this section shall be cause for termination 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: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01.2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the
Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably
and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject
to such additional approvals as may be required by legislation or ordinance.
B3.01-3 Lump Sum Compensation: It shall be calculated by Consultant, utilizing the Wage Rates
established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order,
the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such
verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key
Staff.
B3.02 HOURLY RATE FEES
B3.02-1 Hourly Rate Fees: Shall be those rates for Consultant and Subconsultant employees
identified in Schedule 81. 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 particular Project or portion thereof at
the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is
similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that
shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable 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.
Architectural Services for Miscellaneous Projects 33
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE 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 Article 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 Webpage at http://www.miamigov.com/MiamiCapital/forms.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.
133.05-1 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 NTP 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.
83.06 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/MiamiCapital/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.
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.
Architectural Services for Miscellaneous Projects 34
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
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
Specialty Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under
this Agreement.
B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not 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: 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.
Architectural Services for Miscellaneous Projects 35
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
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.
Architectural Services for Miscellaneous Projects 36
RFQ No. 16-17-057
ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
JOB CLASSIFICATION
NEGOTIATED
HOURLY
RATE
ADJUSTED
AVERAGE
HOURLY RATE
(2.9 Multiplier
Applied)
ADJUSTED
AVERAGE
HOURLY RATE
(2.4 Multiplier
Applied)
Principal
$180.00
Sr Project Manager
$48.07
$139.40
$115.37
Project Manager
$40.01
$116.03
$96.02
Project Architect
$35.00
$101.50
$84.00
Field Inspector
$28.00
$81.20
$67.20
CADD Technician
$18.75
$54.38
$45.00
Architectural Services for Miscellaneous Projects
RFQ No. 16-17-057
37
ATTACHMENT B - PROFESSIONAL SERVICE AGREEMENT
ATTACHMENT B
SCHEDULE B2 - CONSULTANT INVOICE
FICF OF CAPITAL, IMPROVEMENTS (OCI)
CONSULTANT STANDARt3INVOICE
To: City of Miami
Office of Capital Improvements (OCI)
444 SW 2nd Avenue - ath Floor
Miami, FL 33130
ATTN:
SiU'i� Invoices r ee,,t past J:CtlPft will th, itatirired ari h the 'brxt3usiness fMre
Prepare 4nvelces pf opedy to avokl payment delay.
Each Io,olce must -oe lined by a Principal or the Firm as designated,
, APaoh appropriate back-up dcc um ants to each ,a spice.
SERVICE
Schematic Design (SO)
Design Development (DD)
Invoice Number:
Invoice Date: Month 00, 0000
Page:
Invoice Period: Frami._._._....__._.._................_Td=
Month 00, 0000 Month 00, 0000
Contract No.:
Contract Title:
Project No.:
Project Name:
Purchase Order No.:
Work Order No:
TOTAL EARNED
CONTRACT aMOCNT i .. COMPLETE TO OAT, • PREVIOUSLY INVOICED, C URRENT INVOICE AMOUNT
- 0% 3 - $ - $
0% 5 - $ _
0% $ $
30% Construction Documents (a0% CD)
60%Cmstrurtim Documents (60%CD) y --' 0% $ $
90% Construction Documents(90%CD) ._._... _. ' _ __ t 0% 5
100% CmsWction 'Documents (100%CD) $ . 0g6_... g ...$
Dry Run Permitting 5 ` 0%-...... _...
Bidding or Negotial(m Phase a 0%
Ctnsnuctim Administration (CA) a 0%
Reimbursable Expenses
t. (Tile)
2. (Tile) _ _ .....
3. (Tile)
Additional Services
t- (Title)
2. (Tile)
3. (title)
$ 0% 5
5 0% 3
S 0%
$ - 0%
$ 0% $
0%
- 0% 3 - $
0% S 5
0% 5 a
0% 5 $
0% ,$ $
5...--_.___.___-___ - 0% $ - $
$
TOTAL: S
Prior to this Invoice Remaining Contract Balances. $ - )
0%
Subtotal: S
Deductions:
Total Due :- $
ERTIFIEO TRUE AND CORRECT BY:
S,nature of Principal)
(T•rpe 14ame and Tiles of Pnnclpai)
TO BE COMPLETED BY CONSULTANT FIRM
SUPPORTING 00001, 0TS CHECKLIST:
..............._.,.__ Actiu afian Deler Of ebefog
Supporting Documents tar invoice:
Canslr aisn Status Report:
Fines! Payment Documents:
Addition al Sandce Authonzaucns;
AREA TO BE COMPLETED BY CITY of MIAMI
CITY OF MIAMIAPPROVAL_ .DATE
......�. ,..�......_...____._._.--......_SIGNATURE
....-'-`---_....__....._._.....__._.....,._D.._ateHeReceivedvcoCIR.----....._.._—'----------......_..-'----
0
MANAGER
PROJECTCT m
CHIEF PROJECT MANAGER
Hector f3adia
A,._ _...I .. __.. _, .._..............—
SSISTANSTADd7 DIRECTOR_
Steven C. Williamson . ___......_.
DIRECTOR
Date Receded far Payment Processing (Budget Department):
Architectural Services for Miscellaneous Projects - 38
RFQ No. 16-17-057
ATTACHMENT - PR( ISIONAL SERVICES AGREEMENT
CITY
OF M[AK8/
OFFICE OFCAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Architectural Services for Miscellaneous Projects
Contract Type Miscellaneous Services
Consultant R.E. Chisholm Architects, Inc.
TABLE DFCONTENTS
ARTICLE DEFINITIONS
5
ARTICLE GENERAL ' 7
2.01 TERM
7
202 OPTIONS TO EXTEND
D3 SCOPE '
2 � 7
204 SMALL BUSINESS ENTERPRISE (^SBE') PARTICIPATION REQUIREMENTS 7
2.05 COMPENSATION
' 7
ARTICLE PERFORMANCE
3.01 PERFORMANCE AND DELEGATION ~
8
3.02 REMOVAL DFUNSATISFACTORY PERSONNEL
3.03 CONSULTANT KEY STAFF -
O
3.04 TIME FOR PERFORMANCE
8
3.05 STANDARD OFCARE
8
ARTICLE 4 GU8C(JNSULTANTS
0
4.01 GENERAL
Q
4.02 SUBQONSULT4NTRELATQN8M|P8 ' A
4.03 CHANGES TD8V8CONOULTANTS
Q
ARTICLE 5 DEFAULT
A
5V1 GENERAL � 0
5.02 CONDITIONS OFDEFAULT
5.03 TIME TOCURE DEFAU[R]ROE�AJ�U�E -
�
ARTICLE G TERMINATION OF AGREEMENT 10
-
6.01 �|T�'G RIGHT � 10
6L02 CONSULTANT'S RIGHT TUTERMINATE
10
6.03 TERMINATION DUE T0UNDISCLOSED LOBBYIST ORAGENT 10
ARTICLE 7 DOCUMENTS AND RECORDS
10
7.01 OWNERSHIP OFDOCUMENTS
10
7.02 DELIVERY UPON REQUEST ORCANCELLATION 10
7.03 RE -USE 8YCITY
11
7.04 NONDISCLOSURE
11
7.05 MAINTENANCE UFRECORDS; PUBLIC RECORDS 11
7V� E�'ER|FY
� 12
ARTICLE INDEMNIFICATION . . 12
ARTICLE INSURANCE
12
9\01 COMPANIES PROVIDING ' 12
9.02 VERIFICATION OFINSURANCE COVERAGE 13
8V� FORMS ' 13
9.04 MODIFICATIONS nOCOVERAGE
13
ARTICLE 10 MISCELLANEOUS
13
10/01 AUDIT RIGHTS;
' ' 13
10�02 ENTIRE AGREEMENT
14
10.03 SUCCESSORS AND ASS�NS ' 14
10.04 TRUTH- |N'NEGOTIAT�NCERTF|�ATE
' ' 14
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 14
18.00 NOTICES
' 14
10.07 IN
TERPRETATION '^-'~''`^` 15
1U08 JDU�TPREPA�ATkJN
' 15
1OV� PRIORITY ' ' 15
Architectural Services for Miscellaneous Projects 1
RF0No. 10-17-O57
ATTACHMENT B - PR ;SIONAL SERVICES AGREEMENT
10.10 MEDIATION - WAIVER OF JURY TRIAL 16
10.11 TIME 16
10.12 COMPLIANCE WITH LAWS 16
10.13 NO PARTNERSHIP 16
10.14 DISCRETION OF DIRECTOR 16
10.15 RESOLUTION OF CONTRACT DISPUTES 17
10.16 INDEPENDENT CONTRACTOR 17
10.17 CONTINGENCY CLAUSE 17
10.18 THIRD PARTY BENEFICIARY 17
10.19 ADDITIONAL TERMS AND CONDITIONS 17
ATTACHMENT A - SCOPE OF WORK 21
ARTICLE Al GENERAL 21
A1.01 SCOPE OF SERVICES 21
A1.02 WORK ORDERS 21
A1.03 PAYMENTS 21
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES 21
A2.01 DEVELOPMENT OF OBJECTIVES 22
A2.02 SCHEMATIC DESIGN 22
A2.03 DESIGN DEVELOPMENT 23
A2.04 CONSTRUCTION DOCUMENTS 23
A2.05 BIDDING AND AWARD OF CONTRACT 24
A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 25
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT 27
ARTICLE A3 ADDITIONAL SERVICES 28
A3.01 GENERAL 28
A3.02 EXAMPLES 28
A3.03 ADDITIONAL DESIGN 28
ARTICLE A4 REIMBURSABLE EXPENSES 28
A4.01 GENERAL 28
A4,02 SUBCONSULTANT REIMBURSEMENTS 29
ARTICLE A5 CITY'S RESPONSIBILITIES 29
A5.01 PROJECT AND SITE INFORMATION 29
A5.02 CONSTRUCTION MANAGEMENT 30
SCHEDULE Al -SUBCONSULTANTS 31
SCHEDULE A2 - KEY STAFF 31
ATTACHMENT B - COMPENSATION AND PAYMENTS 32
ARTICLE B1 METHOD OF COMPENSATION 32
B1.01 COMPENSATION LIMITS 32
B1.02 CONSULTANT NOT TO EXCEED 32
ARTICLE B2 WAGE RATES 32
B2.01 FEE BASIS 32
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 32
B2.03 MULTIPLIER 32
B2.04 CALCULATION 32
B2.05 EMPLOYEE BENEFITS AND OVERHEAD 33
B2.06 ESCALATION 33
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 33
B3.01 LUMP SUM 33
B3.02 HOURLY RATE FEES 33
B3.03 REIMBURSABLE EXPENSES 33
B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 34
B3.05 FEES FOR ADDITIONAL SERVICES 34
B3.06 PAYMENT EXCLUSIONS 34
83.07 FEES RESULTING FROM PROJECT SUSPENSION 34
ARTICLE B4 PAYMENTS TO THE CONSULTANT 34
B4.01 PAYMENTS GENERALLY 34
B4.02 FOR COMPREHENSIVE BASIC SERVICES 34
B4.03 BILLING - HOURLY RATE 35
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 35
B4.05 DEDUCTIONS 35
ARTICLE B5 REIMBURSABLE EXPENSES 35
B5.01 GENERAL 35
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 35
Architectural Services for Miscellaneous Projects 2
RFQ No. 16-17-057
ATTAomNeNTo-pn aaK}wxL SERVICES AGREEMENT
ARTjCLEBG COMPENSATION FOR REUSE OFPLANS AND SPECIFICATIONS 38
BVO1 GENERAL � 36
SCHEDULE 81-WAGE RATES SUMMARY 37
SCHEDULE 82-CONSULTANT INVOICE 38
Architectural Services for Miscellaneous Projects 3
ATTACHMENT B - PR. 9SIONAL SERVICES AGREEMENT
Service Category
Contract Type
Consultant
Consultant Office Location
City Authorization
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Architectural Services (RFQ No. 16-17-057)
Miscellaneous Services
R.E. Chisholm Architects, Inc.
782 LeJeune Rd., Suite 650, Miami, FL 33126
Section 18-87
THIS AGREEMENT made this ✓`7 day of O C in the year 2018 by and between
THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and R.E. Chisholm Architects, Inc.,
hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 16-17-057 on September
15, 2017 for the provision of Architectural Services for Miscellaneous Projects ("Services") and
the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most
qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred
to herein, collectively, as the Solicitation 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) with the terms of this
Agreement, this Agreement shall control and supersede any such confiicts(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.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as
follows:
Architectural Services for Miscellaneous Projects 4
RFQ No. 16-17-057
ATTACHMENT B - PRL )SIONAL 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
which 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.
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 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly
known as Capital Improvements and Transportation Program ("CITP"),
1.12 Director means the Director of the City Department designated herein who has the authority and
responsibility for managing the specific project or projects covered under this Agreement. Unless
otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the
top administrator of the Office of Capital Improvements or their designee.
1.13 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.
1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant, which must be corrected in order for the project to function or be built as
intended.
1.15 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.
1,16 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.
1.17 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.
Architectural Services for Miscellaneous Projects 5
RFQ No. 16-17-057
ATTACHMENT B - PRl )SIONAL SERVICES AGREEMENT
1,18 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.
1.19 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.
1.20 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.
1.21 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.
1.22 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.
1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all
attachments and any authorized amendments thereto. In the event of a conflict between the 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.
1.24 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.
1.25 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.
1.26 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.
1.27 Small Business Enterprise ("SBE') means a firm which has been certified by Miami -Dade
County who will provide architectural, landscape architectural, engineering, or surveying
and mapping professional services to the Consultant as required pursuant to City Code
Section 18-87.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor, or mapper, and/or other professional specialties that has entered into
a written agreement with the Consultant to furnish specified professional services for a Project or
task.
1.29 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.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City which authorizes the performance of specific
professional services for a defined Project or Projects.
1.32 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.
Architectural Services for Miscellaneous Projects 6
RFQ No. 16-17-057
ATTACHMENT B - PRE ;SIGNAL SERVICES AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This
specified term is intended for administrative and budget control purposes and is not to be considered or
interpreted as a time limitation.
2.01-1 Extension of Expiration Date
In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this
Agreement shall not expire and shall remain in effect until completion or termination of said Project(s).
No new Work Orders shall be issued after the expiration date. The City reserves The right to
automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the
stated contract term, in order to provide City departments with continual service while a new agreement
is being solicited, evaluated, and/or awarded. If the right is exercised, the City shad notify the
Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a
specific number of days. Additional extensions over the first one hundred twenty (120) day extension
may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions
shall comply with applicable approvals and regulations,
2.02 OPTIONS TO EXTEND
The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional
periods of one (1) year each, subject to continued satisfactory performance as determined by the Director,
and to the availability and appropriation of funds. City Commission's authorization of this Agreement
includes delegation of authority to the City Manager to administratively approve said extensions provided
that the compensation limits set forth in Article 2.05 are not exceeded.
2.03 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is
incorporated into and made a part of this Agreement.
2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS ORDINANCE
13331, codified as Section 18-87(p), City Code.
Prospective Firms must 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") in good
standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries.
For information an the City's SBE requirements, visit the Office of Capital Improvements (OCI) website at:
http://www.miamigov.com/MiamiCapital/forms.htmI.
2.05 COMPENSATION
2.05-1 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, attached hereto; provided, however, that in no event shall the amount of compensation
exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any
extension(s), unless explicitly approved by action of the City Commission or City Manager, as
applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and
absolute discretion, use other compensation methodologies. The City shall not have any liability nor
will the Consultant have any recourse against the City for any compensation, payment, reimbursable
expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended
from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits
set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing
Contracts.
Architectural Services for Miscellaneous Projects 7
RFQ No, 16-17-057
ATTACHMENT B - PRE ;SIONAL SERVICES AGREEMENT
2.05-2 Payments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by
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.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise
provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as
constituting an agreement between the City and said other person or firm,
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants 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 the work of said employees under this Agreement.
3.03 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." The Consultant shall ensure that Key Staff are available for Work upon request from the City,
as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval
from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or
their designee with information required to determine the suitability of proposed new Key Staff. Director
will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any
responsibility or liability for the individual's ability to perform.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the
Director or their designee and to complete each assignment, task, or phase within the time stipulated in the
NTP. Time is of the essence with respect to performance of Work under 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 additional
compensation.
3.05 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 61 G1 and Chapter 481 of the
Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry
practices, in gathering information and inspecting a Project site prior to the commencement of design.
Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all
designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement.
Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings,
specifications, or other Services without additional compensation. Consultant shall also be liable for claims
for delay costs, and any increased costs in construction, including but not limited to additional work,
demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its
surveys, maps, designs, drawings, specifications or other Services.
Architectural Services for Miscellaneous Projects 8
RFQ No. 16-17-057
ATTACHMENT B - PR. ;SIGNAL SERVICES AGREEMENT
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part
of the consulting team during 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 attached hereto and incorporated herein by reference.
4.01-2 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/or specialized professional
services necessary for a project or task described under Additional Services. Such Specialty
Subconsultant shall be in addition to those identified in Attachment A, Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 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.
4.02-2 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 his direction, control, supervision, retention, and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule
Al without prior written approval by the Director or designee, in response to a written request from the
Consultant stating the reasons for any proposed change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has
with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default.
Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may
immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments,
advances, or other compensation paid by the City to the Consultant while the Consultant was in default
shall be immediately returned to the City. The Consultant understands and agrees that termination of this
Agreement under this section 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 to the
Consultant until such time as the actions giving rise to default have been cured.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any one or more
of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure,
insurance or bonding herein required.
5.02-2 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.
5.02-3 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.
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 the time stipulated in
said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
discretion, may allow additional days to perform any required cure if the Consultant provides written
Architectural Services for Miscellaneous Projects g
RFQ No. 16-17-057
ATTACHMENT B - PR, SSIONAL SERVICES AGREEMENT
justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in
said notice, without the necessity of any further action by the City. Should any such failure on the part of
the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then
the City may allow an extension of time reasonably commensurate with the cause of such failure to perform
or cure.
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
The City, including the City Manager or the Director, has the right to terminate this Agreement for any
reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all
charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work
authorized under this Agreement, whether finished or not, must be turned over to the Director or designee.
The Consultant shall be paid in accordance with provisions of Attachment B, provided that said
documentation is turned over to Director within ten (10) business days of termination. Failure to timely
deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant
until all documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except
to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation
for the Services that were performed in complete compliance with the Agreement, as full and final
settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against
the City, its officials or employees.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by
the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the
City's receipt of a written statement from the Consultant -specifying the City's breach of its duties under this
Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the
City's breach and afford the City sixty (60) calendar days to cure.
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 recover from the Consultant the full amount of any and all fees, commissions,
percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived therefrom,
including all electronic digital copies, will be considered works made for hire and will, based on incremental
transfer wherein the above shall become the property of the City upon payments made to the Consultant
or termination of this 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 Project sites for inspection
of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain
copies, including reproducible copies, solely for information and reference in connection with the City's use
and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) business days of cancellation, or within ten (10) business days of request by
Architectural Services for Miscellaneous Projects 10
RFC No. 16-17-057
ATTACHMENT B - PR. SSIONAL SERVICES AGREEMENT
the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the
Consultant delivers all such documents. The Consultant shall have no recourse from these requirements.
7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision
for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole
option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with
this provision without the necessity of further approvals, compensation, fees or documents being required
and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans,
documents, studies, or other data for any purpose other than that intended by the terms and conditions of
this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their 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, and Subconsultants to comply with the provisions of this paragraph.
7.05 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, 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 a(7,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.
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ATTACHMENT B - PRL 1SIONAL SERVICES AGREEMENT
7.06 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 Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
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
Consultant shall indemnify, hold and save harmless, and defend (at its own cost and expense), the City, its
officers, agents, directors, and/or employees, from all liabilities, damages, losses, judgements, and costs,
including, but not limited to, reasonable attorneys fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of this Contract. Consultant shall further, hold the
City, its officials and employees, indemnify, save and hold harmless for, and defend (at its own cost), the
City its officials and/or employees against any civil actions, statutory or similar claims, injuries or damages
arising or resulting from the permitted Work, even if it is alleged that the City, its officials, and/or employees
were negligent. 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 Contract 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.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through trial, administrative, appellate, supplemental or bankruptcy proceeding, or to provide for such
defense, at the City's option, any and all claims of liability and all suits and actions of every name and
description which may be brought against the City, whether performed by the Consultant, or persons
employed or utilized by Consultant. These duties will survive the cancellation or expiration of the Contract.
This Section will be interpreted under the laws of the State of Florida, including without limitation and
interpretation, which conforms to the limitations of Sections 725.06 and/or 725.08, Florida Statutes, as
applicable and as amended.
Consultant shall require all sub -consultant agreements to include a provision that each sub -consultant will
indemnify the City in substantially the same language as this Section. The Consultant agrees and
recognizes that the City shall not be held liable or responsible for any claims which may result from any
actions or omissions of the Consultant in which the City participated either through review or concurrence
of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other
acts of the Consultant, the City, in no way, assumes or shares any responsibility or liability of the Consultant
or sub -consultant under this Contract.
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 and
provided to the City all insurance required hereunder and the City's Risk Management Administrator or their
authorized designee, has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and
be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition.
Architectural Services for Miscellaneous Projects 12
RFQ No. 16-17-057
ATTACHMENT B - PRC ,SIONAL SERVICES AGREEMENT
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review and
approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant
has obtained insurance of the type, amount, and classification required by these provisions, in excess of
any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage
with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide
written notice to the City's Department of Risk Management of any material change, cancellation and/or
notice of non -renewal of the insurance within thirty (30) calendar days of the change.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator
within ten (10) business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 Commercial General Liability and Automobile Liability
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, 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. Waiver of Subrogation applies in favor of the certificate holder.
The coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of
cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment.
9.03-2 Business Automobile
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired, and non -owned autos with a minimal combined single limit of $1,000,000 naming the City as an
additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar
days and ten (10) business days for nonpayment.
9.03-3 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage
in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which
the Consultant shall be legally obligated to pay as damages for claims arising out of the services
performed by the Consultant or any person employed by the Consultant in connection with this
Agreement. This insurance shall be maintained for at least one (1) year after completion of the
construction and acceptance of any project covered by this Agreement. Coverage must reference the
retroactive date.
9.03-4 Worker's Compensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence.
9.03-5 Subconsultant Compliance
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements,
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their 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) calendar 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 Section 18-101 and
Architectural Services for Miscellaneous Projects 13
RFQ No. 16-17-057
ATTACHMENT B — PRC SIGNAL SERVICES AGREEMENT
Section 18-102 of the 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 a breach of any other 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 terminate this Agreement. The Consultant shall have
no recourse from such 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. 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 NTP. 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 shad 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, Indemnification,
herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must
maintain an action to enforce the duty to indemnify the City.
10,06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and 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
Architectural Services for Miscellaneous Projects 14
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
Annie Perez, CPPO
Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: annieperezRmiamigov.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: victoriamendeza(7miamigov.com
Phone: 305-416-1832
With Copies to:
Steven C. Williamson
Director
Office of Capital Improvements
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: SWilliamson(a miamigov.com
Phone: 305-416-1225
For Consultant:
Robert E. Chisholm, FAIA
Chairman
R.E. Chisholm Architects, Inc.
782 LeJeune Rd., Suite 650
Miami, FL 33126
Email: Bob(a�chisholmarchitects,com
Phone: 305-661-2070
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
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 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.
Architectural Services for Miscellaneous Projects 15
RFQ No. 16-17-057
ATTACHMENT B - PRE ,SIGNAL SERVICES AGREEMENT
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 in the agreements with all Subconsultants and/or independent
contractors retained for the project(s), thereby providing for non -binding mediation as the primary
mechanism for dispute resolution. Each party shall bear their own attorney's fees.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement, Consultant shall promptly perform its duties under this Agreement
and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the
Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed
strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines
established in this Agreement and/or Work Orders pursuant hereto.
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.
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 Consultant's performance under this
Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or
sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely
by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual
orientation, 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, and
local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's
access to City property, including project jobsites, if the Consultant's employees are not properly
equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited by the Consultant,
10.12-3 ADA Compliance
The Consultant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City,
including Titles 1 and II of the ADA (regarding nondiscrimination on the basis of disability) and all
applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative
steps to -insure nondiscrimination in employment of disabled persons.
10.13 NO PARTNERSHIP
The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership
or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the
City to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or the Director's authorized designee.
Architectural Services for Miscellaneous Projects 16
RFQ No. 16-17.057
ATTACHMENT B - PRL .SIONAL SERVICES AGREEMENT
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 of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their
dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06,
Notices, Upon receipt of said notification the Director of OCI shall review the issues relative to the dispute
and issue a written finding.
Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their
dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal
of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said
notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written
finding.
The Consultant must submit any further appeal in writing within five (5) 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, the City Manager's decision shall be approved or disapproved by City Commission. The
Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable, or
(ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (90)
calendar days has expired where the City Manager's decision is subject to City Commission
approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
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 this Agreement is subject to amendment or termination due to lack of funds, reduction of
funds and/or change in regulations, upon thirty (30) calendar days' notice.
10.18 THIRD PARTY BENEFICIARY
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a
third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement.
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and
all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or
other Agreement.
Architectural Services for Miscellaneous Projects 17
RFQ No. 16-17-057
ATTACHMENT ER - PROFESSIONAL SERVICES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.
WITNESS/ATTEST:
Si
iature
ffl
au G1 8 rA vO Ma (r=-eA-I
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal if available)
0
i
R.E. CHISHOLM ARCHITECTS, INC., a
Florida Corporation
Signe'
G isho�m 1 GArvi rr, n
Print name, Title of Authorized Offier or Official
(Corporate Seal)
APPROVED AS 70 I,NSNCE APPROVED AS TO LEGAL FORM AND
REQUIR'MEN7S: 11 fff CORRECTNESS:
I 1
/
I
Ann Marie 8harpe,'Director
Risk Management tepartment
ATTEST:
Vrcforia Mendez, City Attorney',
CITY OF MIAMI, a municipal corporation of
the State of Florida
Todd B. Hanfor ity Clerk r'zalez, Ph.D., City Manager
Architectural Services for Miscellaneous Projects 18
RFQ No. 16-17-057
ATTACHMENT B - PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
CN\isYlo !i . a corporation organized and existing under
the laws of the State of J [Met , held on the Jay of ADrj j , 20 lY , a
resolution was duly passed and adopted authorizing (Name) t. ( �Vltry IrNt f)11 -as
(Title) 0101.1 MA i`) 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 WIT . E S WHEREQE have hereunto set my hand this , day of 1
20 10 .
oJeo-
Secretary:
Print: 2Q
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of
, a partnership organized and
the laws of the State of , held on the day of , 20
was duly passed and adopted authorizing (Name)
(Title) of the partnership to execute agreements on
partnership and provides that their execution thereof, attested by a partner, shall
act and deed of the partnership.
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
Directors of
existing under
, a resolution
as
behalf of the
be the official
Zip
Architectural Services for Miscellaneous Projects 19
RFQ No. 16-17-057
ATTACHMENT B - 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)
I HEREBY CERTIFY that, I (Name) , individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
20
Signed:
Print:
NOTARIZATION
STATE OF w' k ri 0
SS:
COUNTY OF Vi in/WI ' --)M U )
Tie foregoing instrument was acknowled ed before me this .�..C" day of
-Q r) I , 20 , by %2O Obit 1 . (Ai IS i 10/1 1 1 I , who is personally known
to m or who has produced SD v\ (A..),1 `/ w as identification and who (did /
did not) take an oath. r
SI WA»AJt1)
EOF NO` ARY PUBLIC
ST TE OF FLORIDA
20 u\0 Br t
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
Paula Bravo
=a , a " Commission # ; :15414
"K "' Expires: April 25, 2020
;;
Bonded thru Aaron Notary
Architectural Services for Miscellaneous Projects 20
RFQ No. 16-17-057
ATTACHMENT B - PRC SIGNAL SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive architectural services for the City of Miami (City) in accordance
with Miami 21, including but not limited to; project management, complete planning and design services,
programming, schematics, scheduling, inspection, permitting, feasibility studies, ADA compliance, options
permitting, evaluations, public/community meetings and/or charrettes, lighting, electrical, structural,
landscaping, site plan, parking analysis, Design Criteria Package, detailed facility assessments, cost
estimates, opinions of probable construction cost, preparation of bid and construction documents, obtaining
building/ and or other agency approved permits, review of work prepared by Subconsultants and other
consultants; commissioning, public meetings, assessments, analysis and evaluation of facilities and
properties; field investigations and observations, construction contract administration, as -built
documentation, post design services, preparation of bid and construction documents, provide
recommendations and construction documents and other related architectural services as needed for
completed and permitted project(s) as assigned by the City. Consultant shall provide professional
Architectural Services for project(s) for which Consultant was selected in accordance with Section 287.055
Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive professional architectural services in accordance with all
applicable laws, building and environmental regulations, including the Florida Building Code and the City
of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work
Order. Consultant may be required to perform all or some of the services described in this Agreement,
depending on the needs of the City for the project(s). Consultant shall furnish, as Basic Services,
comprehensive professional architectural services for the project(s).
The City may phase the Work to complete the project(s) to ensure 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(s) through the use of Work Orders Proposals and Work Orders.
A1.02 WORK ORDERS
When OCI 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 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
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will
issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP, and/or Purchase Order.
ARTICLE A2 OVERVIEW OF ARCHITECTURAL SERVICES
Consultant agrees to provide complete architectural services as set forth in the tasks enumerated
hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City,
Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel
on the project(s) at all times to ensure its performance as specified in this 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 the City. Consultant shall not
Architectural Services for Miscellaneous Projects 21
RFQ No. 16-17-057
ATTACHMENT B - PRC SIONAL SERVICES AGREEMENT
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 technical accuracy and quality of their Work. Consultant shall
perform all Work in compliance with Florida Administrative Code Chapter 61G1 and Chapter 481 of the
Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in
gathering information and inspecting a Project site prior to the commencement of the Work. Consultant
shall be responsible for the professional quality, technical accuracy, and coordination of all measurements,
dimensions, designs, drawings and specifications, included in the Services furnished by the Consultant
under this Agreement. Consultant shall, without additional compensation, correct or revise any errors,
omissions, and/or deficiencies in its all measurements, dimensions, designs, drawings, and specifications,
included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs
in construction, including but not limited to additional work, demolition of existing work, rework, etc.,
resulting from any errors, omissions, and/or deficiencies in its measurements, dimensions, designs,
drawings, and specifications included in the Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other
jurisdictional agencies to develop several options for how the various elements of the project(s) will
be designed and constructed.
A2.01.2 Consultant shall, utilizing a compilation of available documentation, confer with
representatives of City, the Project Manager, and other jurisdictional agencies in order to
comprehensively identify aspects of the completed facility program that may require further
refinement to attain the requisite detail of design development required to begin the creation of
Construction Documents. For clarity of scope, the items that need further development will be called
Conceptuals and the remaining items will be called Designs.
A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in
presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to
support the presentation materials.
A2.02 SCHEMATIC DESIGN
A2.02-1 Design Concept and Schematics Report Consultant shall prepare and present, in writing
and at an oral presentation if requested, for approval by City, a Design Concept and Schematics
Report, comprising Schematic Design Studies, including an identification of any special requirements
affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and
review of Constructability Review reports.
1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations,
sections, and all other elements required by City or Project Manager to show the scale and
relationship of the components and design concepts of the whole. The floor plans may be single -
line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be
provided to further show the design concept.
2. A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI)
format, to include a summary of the estimated project cost and an evaluation of funding allocation.
Such summary shall be in sufficient detail to identify the costs of each element and include a
breakdown of the fees, general conditions, and construction contingency. Such evaluation shall
comprise a brief description of the basis for estimated costs per each element and similar project
unit costs. Costs shall be adjusted to the projected bid date, Recommendations for reducing the
scope of the Project in order to bring the estimated costs within allocated funds, in the event that
the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update
its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement
of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of
cost in Consultant's best judgment as a professional familiar with the local construction industry.
3. The Project Development Schedule shall show the proposed completion date of each task of the
Project through design, bidding, and post design services.
4. Constructability Review reports shall be conducted by the City and/or its consultants at design
stages deemed necessary by the Project Manager. Consultant shall provide five additional
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deliverable plan sets for distribution, by City, to others for this purpose, There shall be an
established deadline for review report submission back to City. Consultant shall provide written
responses to all comments within two weeks and shall maintain files of all related review reports
and response reports. If necessary, City may coordinate Constructability Review meetings with
some or all of the reviewers with Consultant present to discuss specific issues. In addition to the
Constructability Review process mentioned above, City reserves the right to conduct a Peer
Review of the project documents at any design stage. Cost of such a Peer Review would be
borne by City. Any findings as a result of said Peer Review would be addressed by Consultant,
and if requested by City, would be incorporated into the design documents, at no additional cost
to City and no extension of time to the schedule.
A2.03 DESIGN DEVELOPMENT
From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at
oral presentations, if requested, for approval by City, separate Design Development Documents, updated
Project Development Schedules, updated Statements of Probable Construction Costs, and a review of
Constructability Review reports.
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
and 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 particular Project in order to bring the estimated costs within allocated
funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this
reduced scope.
5. Constructability Review Reports.
A2.04 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, Consultant shall prepare for written approval by City,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a
fully biddable, permittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings
not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an
index of all anticipated drawing sheets necessary to fully define the Project.
2. The updated Project Development Schedule to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
3. An updated Statement of Probable Construction Cost in CSI format.
4. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit City to award a Construction Contract within the
limit of the budgeted amount.
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5. A Project Specifications index and Project Manual with at least 30%, 60%, 90%, and Final 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 OCI 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.
Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be
submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also
provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional
terms and conditions shall be provided in both .pdf and .doc formats.
A2.05 BIDDING AND AWARD OF CONTRACT
A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the
Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100°!0
Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall
assist the City in obtaining bids and preparing and awarding the construction contract. The City, for
bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such
printing as a reimbursable service to the Consultant.
A2.05-2 Issuance of Bid Documents, Addenda, and Bid Opening
1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of
Bidders.
2. The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addenda clarifications or responses shall be issued by
the City.
3. The Consultant shall prepare revised plans, if required, for the City to issue to all prospective
bidders.
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4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The
Consultant shall attend all pre -bid meetings and when warranted, 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 three (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 shall begin with the issuance of the NTP and shall end when the
Consultant has provided to the City all post construction documents, including Contractor As -Built
drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certificate(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, as the representative of the City during the Construction Phase shall visit
the Project 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 that may be observed in
the Work. The Consultant will not be required to make extensive inspections or provide continuous
daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this
Agreement. The Consultant shall be responsible for writing and distributing minutes of all meetings
and field inspections report it is asked to attend. Consultant will not be held responsible for
construction means, methods, techniques, sequences, or procedures, or for safety precautions and
programs in connection with the Work. The Consultant will not be held responsible for the
Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in
accordance with the contract unless such failure of performance results from the Consultant's acts or
omissions.
A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work
made by Consultant and require all Subconsultants to do the same during each visit to the Project.
The Consultant shall also note the general status and progress of the Work on forms furnished by
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the City. The Consultant shall submit the reports in a timely manner. The Consultant and
Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the
City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -
built" drawings. Copies of the field reports shall be attached to the monthly Professional Services
payment request for construction administration services. The Consultant's failure to provide written
reports of all site visits or minutes of 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 Based on observations at the Project site and consultation with the City, the Consultant
shall determine the amount due to the Contractor based on the pay for performance milestones and
shall recommend approval of such amount as appropriate. This recommendation shall constitute a
representation by the Consultant to the City that, to the best of the Consultant's knowledge,
information and belief, the Work has progressed to the point indicated, and that the quality of the
Work is in accordance with the contract and the Contractor is entitled to amount stated on the
requisition subject to:
1. A detailed evaluation of the Work for conformance with the contract upon substantial completion;
2. The results of any subsequent tests required by the contract;
3. Minor deviations from the contract correctable prior to completion;
4. Any specific qualifications stated in the payment certificate and further that the Contractor is
entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the
requisition.
Prior to recommending payment to the Contractor, the Consultant shall 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 thereunder. The Consultant shall render interpretations necessary for
the proper execution or progress of the Work upon written request of either the City or the Contractor,
and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes
and other matters in question between the City and the Contractor relating to the execution or
progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the
intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic
form.
A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant
considers it necessary or advisable to insure compliance with the Contract Documents, the
Consultant will have the authority to recommend special inspection or testing of any Work deemed
to be not in accordance with the Contract, whether or not such Work has been fabricated and/or
delivered to the Project, or installed and completed.
A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings,
samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction
documents shall not be authorized without concurrence of the City's Project Manager and/or Director
of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from
receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop
drawings or submittals to the Contractor with comments indicating either approval or disapproval.
Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection.
Consultant shall have five (5) calendar days to review contractor payment applications to ensure the
City complies with Florida Statute §218.70.
A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required
by the Consultant's own observations or 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
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Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City,
his/her recommendation or proposed action along with an analysis and/or study supporting such
recommendation.
A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend
execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the
Project is substantially complete in accordance with the contract requirements. The Consultant shall
in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects
and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida
Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend
execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant
shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all
necessary close-out documentation from the Contractor including but not limited to all guarantees,
operating and maintenance manuals for equipment, releases of liens/claims and such other
documents and certificates as may be required by applicable codes, law, and the contract, and deliver
them to the City before final acceptance shall be issued to the Contractor.
A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's
compliance with its contract relative to 1) initial instruction of City's personnel in the operation and
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 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.
A2.06-13 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 "Record Set" of drawings and other documents, the Consultant shall rely
on the accuracy of the information provided by the Contractor, including the Contractor's record
drawings. Any certification required under this Agreement including the contents of "as -built"
documents is conditioned upon the accuracy of the information and documents provided by the
Contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for
Information," substitution approvals, or other clarifications shall be the Consultant's responsibility to
incorporate into the "Record Set" of drawings and other record documents. Changes made in the
field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked
by the Contractor on the "Field Record Set" and transferred to the original contract documents by the
Consultant. The original documents, as well as the "Record Set" shall become the property of the
City. A reproducible set of all other final documents shall be furnished to the City free of charge by
the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings,"
in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable
to the City.
A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting
"as -built" conditions with graphic scale and north arrow. Plans must show room names, room
numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two
sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy.
A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance
evaluation during construction work and upon final completion of the Project.
A2.07 TIME FRAMES FOR COMPLETION OF PROJECT
The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached
as Schedule A5.
Development of Objectives TBD during Negotiations
Schematic Design TBD during Negotiations
Design Development TBD during Negotiations
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ATTACHMENT B - PRC S ONAL 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 City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment "B", Section B3.05.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following:
A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by City.
A3.02-2 Specialty Design: Any additional special professional services not included in the Scope
of Work.
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
TBD during Negotiations
A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or
comparative studies of prospective sites. Surveys of the existing structure required to complete as -
built documentation are not additional services.
A3,02-4 Extended Testinq & Training: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended
training of City's personnel in operation and maintenance of equipment and systems, and
consultation during such training; and preparation of operating and maintenance manuals, other than
those provided by the Contractor, sub -contractor, or equipment manufacturer.
A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or
from a change in Scope of Work, when such revisions are inconsistent with written approvals or
instructions previously given by City and are due to causes beyond the control of Consultant. (Major
revisions are defined as those changing the Scope of Work and arrangement of spaces and/or
scheme and/or any significant portion thereof).
A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any
arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against
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
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. Transportation, travel, and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
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A4.01-1 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.
A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs
approved by the Project Manager.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the Consultant.
A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
A4.01-6 Other: Items not indicated in Section 4.01 when authorized by the Project Manager.
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 their designee
including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks.
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 AND SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant
with the information described below, or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions,
locations of existing structures, the grades and lines of street, pavement, and adjoining properties;
the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing
utilities information regarding sewer, water, gas, telephone and/or electrical services.
A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program as per
Section A2.02, Schematic Design.
A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt. Consultant must still perform field investigations as
necessary in accordance with Section A2.01 to obtain sufficient information to perform its services.
Investigative services in excess of "Development of Objectives/Normal Requirements," as defined,
must be authorized in advance.
A5.01-5 Reliability: The services, information, surveys and reports described in A5.01-1 through
A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the
accuracy and completeness thereof, provided Consultant has reviewed all such information to
determine if additional information and/or testing is required to properly design the Project.
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ATTACHMENT B - PRC 3IONAL SERVICES AGREEMENT
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities
described in the general conditions and supplementary conditions of the construction contract relating
to review and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
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RFQ No. 16-17-057
PROFESSIONAL SERVICES AGREEMENT - EXHIEl!T 1
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
Zvonimir T. Belfranin, P.E.
Structural Engineer
Milian, Swain and Associates
Civil Engineer
SDM Consulting Engineers, Inc.
MEP Engineer
Laura Llerena and Associates, Inc.
Landscape Architect
SCHEDULE A2 - KEY STAFF
NAME
JOB CLASSIFICATION
Robert E. Chisholm, FAIA, NCARB
Chairman / Lead Principal
Matthew Polak, AIA, LEED AP
President / Project Director
Zvonimir T. Belfranin, P.E.
Structural Engineer
Arsenio Milian, P.E.
Civil Engineer
Julio Menache
Dir., Civil and Municipal Engineer
Gabriel Milian, P.E.
Sr. Project Engineer/ Civil
Manuel Montoya, P.E.
MEP Engineer
Ernesto Aloma, P.E.
Electrical Engineer
Jose Martinez, RE.
Chief Mechanical Engineer
Hector Castillo, P.E.
Electrical Engineer
Laura Llerena, R.L.A.
Landscape Architect
Jason Korose
Landscape Architect
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RFQ 16-17-057
31
ATTACHMENT B - PR( SIONAL 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 B3.01, Lump Sum.
b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant
to the same.
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 2.05-1
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 been received and approved by the Director. The averages of said
certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by
reference. With the exception of Principals' compensation, which is formulated as a "flat rate," 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 - Wages Rates Summary 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 particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, with the exception of Principals' compensation, 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 Schedule B2 - Wage
Summary Rates.
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RFQ No. 16-17.057
ATTACHMENT B - PR( SIGNAL SERVICES AGREEMENT
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment
benefits), and an overhead factor, Failure to comply with this section shall be cause for termination 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: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the
Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably
and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject
to such additional approvals as may be required by legislation or ordinance.
B3.01-3 Lump Sum Compensation: It shall be calculated by Consultant, utilizing the Wage Rates
established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order,
the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such
verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key
Staff.
B3.02 HOURLY RATE FEES
B3.02-1 Hourly Rate Fees: Shall be those rates for Consultant and Subconsultant employees
identified in Schedule B1. 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 particular Project or portion thereof at
the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is
similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that
shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable 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.
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RFQ No. 16-17-057
ATTACHMENT B - PRC SIGNAL 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 Article 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 Webpage at http://www.miamigov.com/MiamiCapital/forms,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 NTP 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/MiamiCapital/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,
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.
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RFQ No. 16-17-057
ATTACHMENT B - PR( SIGNAL SERVICES AGREEMENT
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.
84.04 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
Specialty Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under
this Agreement.
B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as
reimbursable expenses under this Agreement.
85.01-3 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: 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.
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RFQ No. 16-17-057
ATTACHMENT B - PRC SIGNAL SERVICES AGREEMENT
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.
Architectural Services for Miscellaneous Projects 36
Rf=Q No. 16-17-057
ATTACHMENT B COMPENSATION
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
JOB CLASSIFICATION
NEGOTIATED
HOURLY
RATE
ADJUSTED
AVERAGE
HOURLY RATE
(2.9 Multiplier
Applied)
ADJUSTED
AVERAGE
HOURLY RATE
(2.4 Multiplier
Applied)
Principal
$180.00*
Project Manager
$41.37
$119.97
$99.29
Project Architect
$35 00
$101.50
$84.00
Project Engineer
$35.00
$101.50
$84.00
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