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HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM °Fc- 04''' PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Civil Engineering Services Contract Type Miscellaneous Services Consultant TY Lin International / HJ Ross TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2,01 TERM 6 2.02 SCOPE OF SERVICES 6 2.03 COMPENSATION 6 ARTICLE 3 PERFORMANCE ..,. 6 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY STAFF 7 3.04 TIME FOR PERFORMANCE 7 ARTICLE 4 SUB -CONSULTANTS 7 4.01 GENERAL 7 4.02 SUB -CONSULTANT RELATIONSHIPS 7 4.03 CHANGES TO SUB -CONSULTANTS 7 ARTICLE 5 DEFAULT 8 5.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 8 5,03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 8 6.01 CITY'S RIGHT TO TERMINATE 8 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9 ARTICLE 7 DOCUMENTS AND RECORDS 9 7.01 OWNERSHIP OF DOCUMENTS ` 9 7.02 DELIVERY UPON REQUEST OR CANCELLATION 9 7.03 RE -USE BY CITY 9 7,04 NONDISCLOSURE 9 7.05 MAINTENANCE OF RECORDS 10 ARTICLE 8 INDEMNIFICATION 1 1 ARTICLE 9 INSURANCE 11 7.06 COMPANIES PROVIDING COVERAGE 11 7,07 VERIFICATION OF INSURANCE COVERAGE 11 7.08 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 12 7.09 AUDIT RIGHTS 12 7.10 ENTIRE AGREEMENT 13 7.11 SUCCESSORS AND ASSIGNS 13 7.12 TRUTH -IN -NEGOTIATION CERTIFICATE 13 7.13 APPLICABLE LAW AND VENUE OF LITIGATION 13 7.14 NOTICES 13 7.15 INTERPRETATION 14 7.16 JOINT PREPARATION 14 7.17 PRIORITY OF PROVISIONS 14 7.18 MEDIATION WAIVER OF JURY TRIAL 14 7,19 TIME 14 7.20 COMPLIANCE WITH LAWS 14 7.21 NO PARTNERSHIP 15 Page 1 TABLE OF CONTENTS (CONTINUED) 7.22 DISCRETION OF DIRECTOR 15 7.23 RESOLUTION OF CONTRACT DISPUTES. 15 7.24 INDEPENDENT CONTRACTOR. 16 ATTACHMENT A - SCOPE OF WORK 20 ARTICLE Al GENERAL 20 A1.01 SCOPE OF SERVICES 20 A1.02 WORK ORDERS 20 ARTICLE A2 BASIC SERVICES 20 20 A2.01 DEVELOPMENT OF OBJECTIVES 21 A2.02 ANALYTICAL REVIEW 21 A2.03 SCHEMATIC DESIGN 21 A2.04 DESIGN DEVELOPMENT 22 A2.05 CONSTRUCTION DOCUMENTS 22 A2..06 BIDDING AND AWARD OF CONTRACT 23 A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 24 ARTICLE A3 ADDITIONAL SERVICES 27 A3.01 GENERAL 27 A3.02 EXAMPLES , 27 A3.03 ADDITIONAL DESIGN 27 ARTICLE A4 CITY'S RESPONSIBILITIES 27 A4.01 PROJECT & SITE INFORMATION 27 A4.02 CONSTRUCTION MANAGEMENT , , 28 SCHEDULE Al. - SUB -CONSULTANTS 29 SCHEDULE A2. - KEY STAFF 29 ATTACHMENT B - COMPENSATION AND PAYMENTS 30 ARTICLE B1 METHOD OF COMPENSATION 30 B1.01 COMPENSATION LIMITS 30 81.02 CONSULTANT NOT TO EXCEED 30 ARTICLE B2 WAGE RATES 30 B2.01 FEE BASIS 30 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS30 B2.03 MULTIPLIER 30 B2.04 CALCULATION 30 82.05 EMPLOYEE BENEFITS AND OVERHEAD , 31 B2.06 ESCALATION 31 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION - 31 B3.01 LUMP SUM: 31 83.02 HOURLY RATE FEES : , 31 83.03 REIMBURSABLE EXPENSES 31 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: 31 B3.05 FEES FOR ADDITIONAL SERVICES 32 B3,06 PAYIVIENT EXCLUSIONS 32 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 32 ARTICLE B4 PAYMENTS TO THE CONSULTANT 32 B4.01 PAYMENTSGENERALLY 32 B4.02 FOR COMPREHENSIVE BASIC SERVICES 33 B4.03 BILLING - HOURLY RATE 33 8404 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 33 B4.04-1 DEDUCTIONS 33 ARTICLE 85 REIMBURSABLE EXPENSES: 33 E35.01 GENERAL 33 B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS 34 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 34 86.01 GENERAL 34 SCHEDULE B1 - WAGE RATES SUMMARY 35 Miscellaneous Civil Engineering Services [2 I RFQ No. 12-13-004 TY Lin International 1 HJ Ross CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Civil Engineering Services (RFQ No. 12-13-004) Contract Type Miscellaneous Services Consultant TY Lin International / HJ Ross Consultant Office Location 201 Alahambra Circle, Suite 900, Coral Gables, FL 33134 City Authorization Section 18-85 THIS AGREEMENT made this day of 6" in the year 2014 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and TY Lin International / HJ Ross, hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 12-13-004 on November 19, 2012, for the provision of Miscellaneous Civil Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Civil Engineering Services [3 I TY Lin International I HJ Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City Or Owner means the City of Miami, Florida, a, Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be -performed. In all respects hereunder, 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 Community Business Enterprise ("CBE") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and has declared, by registration for 'statistical purposes, to be a CBE 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee. 1.12 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. 1.13 Notice To Proceed means same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.14 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative of the City,. 1.15 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope Of Services and/or Work Order issued pursuant to this Agreement. 1.16 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 Miscellaneous Civil Engineering Services TY Lin International i HJ Ross [4 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 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. 1.17 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.18 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.19 Sub consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.20 Wage Rates means the effective direct expense to the Consultant and/or the Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.21 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.22 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.23 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. 1.24 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control. In the event of any conflict between the The Consultant's response to the RFQ, this PSA will control. In the event of any conflict between this PSA and its attachments this PSA will control. Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [5 RFQ No. 12-13-004 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. 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 authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this Agreement provided, however, that in no event shall the amount of compensation exceed five hundred thousand dollars ($500,000.00) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other 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. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 218.72, Fla. Stat., and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment "C" for the submission of invoices. 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS Pursuant to City Code Section 18-87, all Proposers must adhere to the following CBE participation requirements per Ordinance 13331. 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE"); 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. ARTICLE 3 PERFORMANCE Miscellaneous Civil Engineering Services TY Lin International (NJ Ross [6 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees working under this Agreement. 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 hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. ARTICLE 4 SUB -CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference. 4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Sub -Consultants. The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUB -CONSULTANTS Miscellaneous Civil Engineering Services [7 TY Lin International I HJ' Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT The Consultant shall not add, modify, or change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement, or 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 from the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: 5.02-1 The Consultant 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 time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified the Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S. RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be 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 or designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. Miscellaneous Civil Engineering Services [8 TY Lin International i HJ Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 6,01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses ,earned compensation for the Services that was performed in complete 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, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from the Consultant specifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 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 there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for 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 or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative Miscellaneous Civil Engineering Services TY Lin International l HJ Ross I91 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, Sub -Consultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have. the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; (5) All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 119.0701 Contracts; public records.— (1) For purposes of this section, the term: (a) "Contractor" means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under s. 119.011(2). (b) "Public agency" means a state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit of government created or established by law. (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. Miscellaneous Civil Engineering Services TY Lin International i HJ Ross [10 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ARTICLE 8 INDEMNIFICATIONS The Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all Toss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection with (i) the performance or non-performance of the duties, responsibilities, standards, services, supplies, materials and equipment contemplated by this Agreement which is directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties ""), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or Indemnitees, or any of them, or (ii) the failures of the CONSULTANT to comply with any of the provisions herein; or (iii) the failure of the CONSULTANT , .or the Indemnitees, if applicable, to conform to statutes, ordinances, rules,. or other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, in connection with the granting , approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreements by law, CONSULTANT expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws. This section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections Version A. 725.06 and 725.08, F.S., if applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration of the Agreement. The Consultant shall require all Sub Consultant agreements to include a provision that they will indemnify the City, The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the CONSULTANT in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [11 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. The. Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) days of written request. 9.03 FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. The coverage shall be written on a primary and non contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) 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 (30) days/ (10) days for nonpayment. 9.03.3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which. the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9.03.4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence: SUB -CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Consultant in accordance with §10.06 herein. 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 The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant.. The inspection and audit provisions provided for City contracts set forth in §18-101 and § Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [12 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 18-102, City Code, are applicable to this Agreement and are deemed as being Incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. 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 Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this agreement, or arising out of this agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under 8 where the Consultant shall pay the City's reasonable attorney's fees. 10,06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place 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; Mark Spanioli, P.E. Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave., - 8th FI Miami, Florida 33130 Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [13 J RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT Jeovanny Rodriguez, P.E, Assistant Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave., - 8th Fl Miami, Florida 33130 For Consultant: Joe L. Gomez, P.E. Vice President TY Lin International / HJ Ross 201 Alhambra Circle, Suite 900 Coral Gables, FL 33134 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this. Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section,unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City'and'the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with all Sub -Consultants and/or independent contractors and/or the Consultants retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. 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 Miscellaneous Civil Engineering Services [14 TY Lin International I HJ Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this agreement. Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-1 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES: The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following m anner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [15 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable, or (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) days has expired where 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 cont»gent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [16 I RFQ No. 12-13-004 t PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/A ST: \6.416:,,,..11111ak _Z ,\ f'd0h4i15w (1, A\c & A“....4. V;a+P 4.1" 4r �.. CJ ." 1GlL Print Name, Title of Authorized' Offig� or Official Signatu Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: odd annon, City CI f al I HJ Ross (Corporate Seal) ad rS FYk? CITY OF MIAMI, a municipal corporation of the State of Florida artinez, PE, City Manager A-��PPROVD AS ►f I URANCE APPROVED AS TO LEGAL FORM AND REQUIREMENT CO ` RECTN SS: �/ / /Calvin Ellis, ctor Risk Management Department Miscellaneous Civil Engineering Services TY Lin International 1 HJ Ross Vic ria Mendez, City Attorney [17 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the laws of the State of , held on the _day of , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. 1 further certify that said resolution remains in full force 'and' IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 . Secretary: Print: CERTIFICATE OF AUTHORITY ' '1 (IF PARTNERSHIP) 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 , resolution was duly passed{"and adopted' authorizing ,(Name) 1' as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Civil Engineering Services [18 TY Lin International I HJ Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: NOTARIZATION STATE OF SS: COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Miscellaneous Civil Engineering Services TY Lin International 1 HJ Ross [19 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Civil Engineering Services shall include, but are not limited to, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by Sub -consultants and other consultants, field investigations and observations, post design services, construction administration, and other related Services as needed to complete the Project. Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services presentedin this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive civil engineering professional services for the Project. The Project shall include roadway reconstruction or resurfacing, drainage improvements, storm water management, swale restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping, verification of City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, and any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs for the Work. The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1.02 WORK ORDERS A1.02-1 PROCEDURES When. CIP has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub - Consultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal CIP will prepare a Work Order that will be reviewed by CIP staff and the Director or designee. Upon approval CIP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete Civil Engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in the Agreement. Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [20 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01.2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 Consultant shall hire the appropriate sub -contractor to provide Civil Engineering services which are not in-house. Surveys shall include the location of all site structures including all utility structures and facilities. Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this Work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 ANALYTICAL REVIEW Verification of the City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, especially drainage complaints; and digitally record project area during significant rain events. A2.03 SCHEMATIC DESIGN A2.03-1 Recommended Course of Action Consultant shall prepare and present, in writing, for approval by the Project Manager, a Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1. Street name and limits Miscellaneous Civil Engineering Services TY Lin International i HJ Ross [21 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating as outlined in the Citywide Pavement Analysis Survey 3. A detailed cost estimate for design and construction that maximize the number of streets that would be upgraded from .poor to at least good. 4. A design and construction schedule for the recommended Course of Action A2.04 DESIGN DEVELOPMENT From the approved RCA, Consultant shall prepare and present the following in writing: 1. The design parameters to be used for each street being improved (ie, reconstruction, milling and resurfacing, etc.) 2. The submittal requirements for each street 3. The final cost estimate for design and construction A2.05 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, 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. 5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. 6. Consultant shall include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction. Cost. 7. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies submittals for which the Contractor shall be responsible for design. 8. Consultant shall submit the special or supplemental terms and conditions separate from the technical specifications. 9. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be 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. Miscellaneous Civil Engineering Services TY Lin International 1 HJ Ross [22 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT A2.05-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.06 BIDDING AND AWARD OF CONTRACT A2.06-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.06.3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price Miscellaneous Civil Engineering Services [23 TY Lin International i HJ Ross RFQ No. 12-13-004. PROFESSIONAL SERVICES AGREEMENT exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07-1 The Construction Phase will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will notbe 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. A2.07-4 A2.07-5 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City and submit them in a timely manner. The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings.Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. 1. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [24 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT A2,07-6 A2.07-7 A2.07-8 requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. 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. 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. The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (19) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. A2.07-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.07.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [25 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.07-11 The Consultant shall monitor and provide assistance In obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.07-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as - built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes .made in the field to .suit field conditions, or otherwise 'made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.07-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City.. A2.07-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. Miscellaneous Civil Engineering Services [26 I TY Lin International 1 HJ Ross RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Section B3.06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A302-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-4 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily 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 CITY'S RESPONSIBILITIES A4.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A4.01-1 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. Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [27 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT A4.01-2 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. A4.01-3 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 A4.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A4.01-5 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. A4.02 CONSTRUCTION MANAGEMENT A4.02-1 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. A4.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Civil Engineering Services TY Lin International l HJ Ross [28 i RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. - SUB -CONSULTANTS FIRM NAME CONSULTING FIELD Avino & Associates, Inc. Surveying Vertical V-Southeast Geotechnical EGCS, Inc. Site Development SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION Francisco J. Alonso, PE Project Manager Claudia Diaz, PE Project Engineer David Mendez, PE Senior Engineer Caroline Arenas Clerical Maria Pupo CADD Technician Marco Lux, PE Engineer Roberto Bustamente, El Engineer Intern David Gjerston Landscape Architect Claire Dellinger Landscape Designer Benny Suarez PSM Miscellaneous Civil Engineering Services TY Lin International 1 NJ Ross [29 RFQ No. 12-13-004 ATTACHMENT B — COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B.1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum (See Section B3.01). b) An Hourly Rate, as defined B3.02in Section and at the rates set forth in Section NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.03-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director. The averages of said certified Wage Rates are summarized in ScheduleB1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Sub -Consultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, 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, a multiplier of 2.78 shall apply to the Consultant's average 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. A copy of your firm's Florida Department of Transportation ("FDOT") Lorraine E. Odem letter shall be submitted to CIP upon request for review, 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, Miscellaneous Civil Engineering Services [30 TY Lin International 1 HJ Ross RFQ No. 12-13-004 ATTACHMENT B - COMPENSATION available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B3.02 HOURLY RATE FEES B3,02-1 Hourly Rate Fees shall be those rates for the Consultant and Sub -Consultant employees identified in Schedule B1 Wage Rates. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or 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 for travel and subsistence . 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, itemizedinvoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to Miscellaneous Civil Engineering Services [31 TY Lin International I HJ Ross RFQ No. 12-13-004 ATTACHMENT B - COMPENSATION 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 Sections B3.05 and B3,03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at: www. miam igov.com/capitalimprovements/paqes/ProcurementOpportunities. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination Of Fee The compensation for .such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub -consultant costs, the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and 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 Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the City's Webpage at www.miamioov.com/Capitallmprovements/pages/ProcurementOpportunities. Failure to use the City Form will result in rejection of the invoice. Miscellaneous Civil Engineering Services [32 TY Lin International 1 HJ Ross RFQ No. 12-13-004 ATTACHMENT B — COMPENSATION B4.02FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task, To the sum ,thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Sub -Consultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04-1 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 Sub -Consultants, and the Special Sub -Consultants 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 Sub -consultants. 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. Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [33 RFQ No. 12-13-004 ATTACHMENT B - COMPENSATION B5.01-5 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the items described above when the Sub - Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE B6 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 withthis provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Miscellaneous Civil Engineering Services TY Lin international 1 HJ Ross [34 I RFQ No. 12-13-004 ATTACHMENT B — COMPENSATION ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY INDIVIDUAL NAME JOB CLASSIFICATION NEGOTIATED HOURLY RATE HOURLY RATE (2.78 Multiplier Applied) Francisco J. Alonso, PE Project Manager $77.00 $214.06 David Mendez, PE Senior Engineer $52.00 $144.56 Claudia Diaz, PE Project Engineer $52.00 $144.56 Marco Lux, PE Engineer $13.00 $36.14 Roberto Bustamente, El Engineer Intern $22.00 $61.16 Maria Pupo CADD Technician $34.00 $94.52 Caroline Arenas Administrative $23.00 $63.94 Benny Suarez Surveyor/Mapper $34.00 $94.52 David Gjerston Landscape Architect $25.48 $70.83 Claire Dellinger Landscape Designer $38.50 $107.03 Additionally the City will pay: 1. 3 Man Crew Party Party Chief Instrument Man Rod Man Burdened Daily Rate ($944.00) Miscellaneous Civil Engineering Services TY Lin International I HJ Ross [35 1 2. 4 Man Crew Party Party Chief Instrument Man Two Rod Men (Burdened Daily Rate: $1177.29) RFQ No. 12-13-004 CITY oF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Sorvtce Category Miscellaneous Civil Engineering ServiCes Contract Typo Miscellaneous Senfices Consultant •Stentec Consulting Services, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS . ARTICLE 2 GENERAL CONDITIONS .. . . . .. 6 2.03 COMPENSATION ARTICLE 3 PERFORMANCE ... . ... . .... . ........ . ... . 3.02 REMOVAL OF UNSATISFACTORY 3.03 CONSULTANT KEY ARTICLE 5 ELEEal 5.03. TIME TO CURE DEFAULT, FORCE ARTICLE 6 TERMINATION OF AGREEMENT 603 TERMINATION DUETO UNDISCLOSECtOBSYIST. OR AGENi.,„8 • ARTICLE 7 :-DOCUMENTSAND'RECORDS • • .9 7.02 pELNEkse-bp9N REQUEST OR CANCELLATJON a 7,04 '.140.14DiscLoSuRE „., „ .. .. ,„. .. . . . ,,,,..„,....,„ .. . ............ . „ .. „„„. . . . RTICLE .8: INDEMNIFICATION . • •,.. . . . ... . ARTICLE 9 INSURANCE .. ... ..... ;9„04., IVICOIFICATIQNSTc ARTICLE 1.6 7.13 APPLICABLE LAW:AND VgNUE OF LITIGATION 13 7.17 PRIORITY OF PROVISIONS. „ ...14 ........ •(.•4•••0,41,••••4,4f. Page 1 TABLE OF CONTENTS (CONTINUED) 7.22 DISCRETION OE"'t31RECTOR ................ .........r 7..23 RESOLUTION OF CONTRACT 171SPUT.ES ...,..... ........ 1.5 ARTICLE A2 BASIC SERVICES .... :...,, ..,::: .20 A2A1 i EVELOI'MENT "OF OBJECTIVES .. <....... . . ... . , 21, A2.03 SCHE fl .V+J WVftt?f Iwvaf Jl 4rvvcr.a f..f �lJ :.. , f:. - - n <. A2.06 BIDDING AND• AWARD OF. CONTRACT .::....... , :r,.................v:. r..,.... , .....r ......... 23' A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT ARTICLE A3 ADDITIONAL SERVICES: ,:.. ;: 27 A3.01 GENERAL .:... ... . .. ............... .. ........ ......... 2 ARTICLE A4 CITY'S RESPONSIBILITIES-- .. . . . L7 A4,01 PROJECT & SITE INFORMATION ,....•...: ,..t.....:.........r ....., .•.., _ .. •:•...2' X`4.02 CONS` RUCTION:IUTANAGEMENT ,2$ SCHEDULE Al.:- e 2 SCHEDULE A2. —.KEY ,STAFF' , ....: , ....,... ......... ... ...... ...... .... ..... ...29 ATTACHMENT B - COMPENSATION AND PA 1I+IBNTS.,. ..... ...............:<,..:.30'. ARTICLE B.1 • MEMO OF ARTICLE B2 WAGE RATES....., B2.03 MULTIPLIER ....... ........ ..:.<,.... ............ ,.., ......, 90 ARTICLE:B3 COMPUTATION OF FEES AND COMPENSATION .:.......: ..... ... ............:......... >..: <.....3 I B3,011 LUMP S.UM ......... . . ...... , ....., .... ..., ,.. ...,,, ,.,.. ......31 B3.02 HOURLY RATE' FEES B3 03 REIMBURSABLE EXPENSES 31 B3,04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES ........... . ...::..... :.........,.:31 83.05 FEES F.ORADDITIONAL SERVICES ...,..,,, 32 B3.06 PAYMENT IFXCLUSIONS . 32 83.07 FEES RESULTING FROM PROJECT SUSPENSION ;RTICLE B4 PAYMENTS TO THE CONSULTANT.:,.,; .... . ...:...:w.. .:...,..,. , .......:..,,,.. ........ 32 B4..02 FOR COMPREHENSIVE BASIC.,. SERVICES ................ ....... . 33 .B44.03 BILLINO HOURLY RATE 33 84,04 PAYMENT FORADDITIONALSERVICES & REIMBURSABLE EXPENSES-....... ..,.33. LJ:V'f Lam. i..f 1 .. ...y r .... - • ..'. a... B5.02 REIMBURSEMENTS TOTHE SUB CONSUL TANTS ..<,.. , 34 ARTICLE Bfi COMPENSATION FOR REUSE'OF PLANS AND SPECRFICATIONS.............4. M sceII net us Civil. Engineering.Servic'es [21: RFQ No. 12-13,004 Stantec Consulting Servioes, Inc. CITY OF DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization 'Miscellaneous Civil Engineering Services (RFQ No. 12-13-004) Miscellaneous Services Stantec Consulting Services., Inc. 901 Ponce de Leon Blvd., Suite 900, Coral Gables, FL 33134 Section 18-35 THIS AGREEMENT. made this day of lin the year 2014 by and betWeen: THE CITY OF MIAMI. FLORIDA, heeelnafter, Oalled-the ity," and ,Stabtee Consulting Services, inc., hereinafter called the "Consultant." RECITAL A. The City. issued a Request for Qualifications ("RFQ") No. 12-13-004 on. November 19, 2012, for the provision of Miscellaneous Civil Engineering ServiceS ("Services") and the consdltarit's. prPposai ("Proposer), in response therato,, 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 incorporotod into and made a part of this Agreement as if set forth in full. S. WHEREAS, the 'City, throu9h action of the City Manager and/or the City Cornrnission,, as applicable, has selected the ConSUltant in .aceordance. With Section 287.055; Florida Statutes, (Consultants Competitive Negotiation Act), and the applicable provisions of the City Proeurernent.Ordinance, to prOVide the prOfeSSional sal-vides as described herein. WITNESSETH, that the City and the ConSUltant for the conSiderations 'herein set forth,. agree as follows; `M.1s06110.061jp prvii 'FrIdin6erin4,Sorvice4 131 RFO,N01-13.4)04 ,Stgrit6a,aon8u ging Service, , Inc; PROrESSiONAL sERVLCES AGREEMENT ARTICLE 1 DEFINITIONS 1:01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement are expressly incorporated by referatte and made a part of this Agreement as if set forth in full. 1.03gate Fee Means the amount of compensation mutually agreed upon for the completion of 'Basic. Services; 1.04 Basic Services means thoee.services designated as .such in a Work Order. I .,06 'City Commission means the legislative body of the City of Miami. 1,06 City Manager Means the duty appointed chief adrniNstratiVe Officer of the City of Miami. 1,07 City Pr Owner -teens the City Of Miarril, Florida, a Florida moicipal corporation, the public agency Which sa pity hereto end for which this Agreement is to be performed. In all respects hereunder the City's performance is pursuant to the City's position as the Owner. of the Project. in the event the. City exercises its regUlatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, .codes, laws and ordinances shall be deemed to have occurred pursuant to.the City's authority as a governmental body ohd 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 Mad ification.shall mean the City Manager. 1.08 Community I3usiness.Enterprise ("CBE') means e business that has registered with the relevant _ Miami -Dade County agencies to compete for County consulting contracts and has dedared, by registration for statistical purposes, to be a :CBE 1.09 Consultant means the Individual, partnership, corporation, association, joint venture, or any cOrnbinatiorr thereof, of properly registered professional architects, or engineers, which has entered into the 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 birector 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 Othenivise specified herein or in a Work Order, for the purpose ef this Agreement, the Director is the top adffilnistratOr of the Department of Capita i'mOrcverrients Program or designee. 1.12 Inspector means an emOloyee of -the City or of a consulting firm hired by the City and assigned by the .City to make observations ofWork performectby a Contractor. 1.13 Nofice, To Proceed means same as "Authorization to Proceed." A duly authorized written letter or directive ..issued by the Director or Project Manager :acknowledging -that allconditions precedent have beeft:met ohtwor:ditoctioq-thot the. Consultant may bagih:work on the Project. Project Maeager means an rnployee or representative of the City assigned by the "blrebtor td manage and monitor Work tb be: porforrriod underthi0 Agreement and the construction :of a protect as a direct representative of.thaCity, 1„16 .Project means the construction, alteration and/or repair, and all services and indidentafs thereto, Of a City -facility as contarnplateoand budgeted by the otty. The Project or Projects shall be further .defined in the Scepe-Of Serviceand/Or Work order isSued.pprsuoatolhio Agrobthorit. 1.10 ,profOoionot ServjOes Mena 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 .MjsoelteneOjes,Cjvit.Engineeririgi$:ervices RFD Nc.12-43,004 Stanted'Oonsulting Services, Inc. PRQFEsSIONN.SEFWIpEs AGREEMENT the State of Florida., or those performed by any architect, professional engineer,. or registered surveyor or mapper in connection with his or her professional employment or practice, These :ServiceS May be abbreviated herein as "arehitecturall :engineering aerviceS" or "profesaterial SerVicea",. .as applicable, Which. eraWithin this definition. 1.17 Risk At/ill/hist/vier Means the City's Risk Management Adrninittrator, or deeigrle.e, or the. individual named by: the City Manager to administer Matters relating to insurance and risk of loss for the City, 1.18 Scope of Services or Services meansa comprehensive description of the activities, leeks, design :featuresobjectives, deliverables and milestones required for 'the -completion -of Project or an assignMent with sufficient detail to allow a reasonably accurate estirnation of reteurtee necessary for its 00i-01010h, 1.19 Sub-oonsultatit means a persdri or organization of properly registered profeSSional architects, engineers; .registered Surveyoror mapper, and/or other professional specialty that has entered into written agraehlailtWith the Consultant tOluillish.sPedifieci Prcl'f4onal saMces:for a Oxiiector 1,29 Wage i.pio.$.0-kepns the effective direOt eXpensato the Consultant andlor the Sub -Consultant, on an hourly rate basis, for employees 'in the specified professions and job categories assigned to provide services under this Agreement that justify and form thebasis for professional fees regardlesS of actual Mariner of oempensation. 1.21 •WW1( tn0Ons all services, Materialnd' equipment provided bytor under this Agreement With the Oenstiltant. 1.22 Work Order means a .datumem internal to the ity authorizing the performance of specific profession?, services for a defined Projector Projects, 1.23 Work Order Proposal means a document prepared by the Consultant; at the request of the City for Services to be provided by the Consultant en a specific phase of a Projebt. 1.24 Professional •Setyices Agreetilenf ("Agreement' or "PSIA") means this Agreement and all attachments and any suthotized amendments thereto. in the event OA conflict between the Response to the Request for Qualifications (IRFQ) and the Consultants response thereto the RFC/ will control. 'In the event of any conflict between the The Consultant's response to the RPO, this PSA will control: in the event of any conflict between this PSA and its attachments this PSA.will control. ARTICLE 2 GENERAL (Qts,IDITIONS 2.91 TEM. The term of this Agreement shall be for two (2) years commencing on the effectiVo date heteef. The city by aetton: of the City: Manager, shall have the option to extend thetorm for two (2) additional periods of one (t) 'year .0acn, subject to Continued Satiefaotory performance es determined by the pirector, and to the ,availability and appropriation of "funds.. City Commission authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2;04 are not exceeded, Extension of Expiration Date In *the event the ConsOltant is 'engaged in. any Projed(s) On the Agreement expiration dote then this Agreertent shell .remain in effect until cohipletlon or termination of Said iproject(e). No new Work Orders slieri be issued after the expiration date. 2,02 ..SCOPE OP.SE.RVICES the Consultant agrees to provide the Services. as specifically described and under the special terms and conditions set forth in Attachment "A" hereto, Which by this reference is incorpOratedintoand Made a of -this Nreement. MisceIIaneouCivfl Nineerlto-SeNices [5 I 'Stentec Consulting -Services, Inc. RF9 No, 12-13-004 •PROFESSIONAL .SERVIGES AGREEMENT 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates and: schedules established in Attachrinent B hereto, which by this reference is incorporated kite this Agreement; provided, neWeVer, that in no event shall the of COMpenSatibri exceed five hundred thousand dollars ($800,000.00) in total over the term of the Agredment and -any extension(s), Unless 001104 approved by action of the City CorriMisSion and put into 'effect by written amendment to this .Agreement, The City .may, at its Ole discretion :use other Compensation methodologies. The City shall not have any"liabillty nor will the.donsultant have :any recourse against the City for -any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits -of this Agreement, as it May be emended from lime tirne. 204 .Payments Unless otherwise specifically provided in Attachment 13, payment shall be Made in -accordance. with Florida Statute .-Chapter 218, Part VAL LOcal _GOVernMent Prompt payment Act, :'after receipt of the ConsultatO invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail) to constitute a 'proper invoice as defined by § 213.7:2, Fla. Stal.- and to allow a proper audit of expenditures, should thes.City require .one to be: performed.. If the Consultant la entitled to reimbursement of travel expenses, then all bills for travel :expense s .thalt be submitted iii aceordance with Section 112.081, Florida StatUtet. The Consultant:Shall utilize Attachment "C" for the Submission:of 'Melees, 2414 cotottOrgrry BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS Pursuant to City Code Section 18-370 all Proposers must .adhere to the fallowing CBE participation requirements per Ordinance 13831, 1) .Assign a minimum .of fifteen percent (15°/0) of the contract Value to .firms currently certified by IVIlami,pade County as atornmunity Business Enterprise (CBE"); 2) Place a specific emphasis on utilizing lOcalstnalltuSinesses frorn within the unicipal boundaries ARTICLE 3 PERFORMANCE PERFORMANCE AND PELEPATION The services to be PerfOrMed hereunder snail 120 performed by the Consultant's .own staff, 0110$ cithehiAe,:pt9M100d In. this ,4reprnetit o pproved, in :writing by the.'City. Said approval shall not be construed as constituting an.ogreetrierit between the.City and said other person or firm. 3M2 REMOVAL OF UNSATr$FACTORY PERSONNEL Director or designee may make written request:to the ConSultent forthe P(OniptrerrioN.61 andreplaoernent of any Personnel -001Pleyed Or retained by 111.0 •Cenelitterit, or any Sub Consultants or OuhoOhfroOtoro,.or any personnel of any such 'Suh-ConstiltantS or:-Sub-ccntractors engaged by the Oonsultant to provide -And perfOn11.1.gellii.00s or Work pursuant fotho :requirements,:orthls, Agroomoht The Consuttant shall respond to the City within fourteen (14) calendar days of receiptof 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 ConStiltant iSttch request Shall selely relate to said employees WOrkingilitider thiSAgreetnent 3.0.3 CONSULTANT KEY STAFF Th0parties aelmowiede: that the Consultant was .selected by the. City, In part; on the basis • of qualifications' of parttocilar staff:identified in the Consultant's response to theCity's-solicitation, hereinafter referred to as 'Key Staff', The Consultant :shall ensure that :Key Staff are available for Work 'her -kinder- as long as .said .Ray Staff is In the .ConsUltant'S.,emplOyl The-ConaultantWill -Obtain prior written acceptance of- pitaotpr or designee to change Key :Staff. The. COOSUltant shell '-prOVide Director, pr designed with Such Miscellaneous:CH Englneoring-Servioes• 16 I steritec.Consiiiting Sehitco, RFQ No.12-18-004 PROFESSIONAL SERVICES AGREEMENT information as necessary to determine, the suitability of proposed new Key •StaffOfreetor will act reasonably In evaluating KeYStaff qualificatiOns: Such acceptance shall not constitute any responsibility. or liabilityfor the.incliVidues ability to perform. 3.04 -TOVIE.FOR PERFORMANCE The CorituRant -agrees to Start alt Wed( hereunder upon receipt of 'a .'Notice tOi:Preeeed isa.00d by the Ur -eater ;and to complete each aeSignment,, -rtask or . phase within the time stipulated in the Notice Pr6000., Tim is ofthe'eatendewitti tot-paoitiito perfOrirn'enee of ;this Agreerne ht. A reasonable ottenelom of the time for oompletion of venous. -'8s.$1gnrnont tasks or 'be , , . . phasesmay granted -in the City .Should there be :a delayon the part of the City in fulfilling itsobligations under this Agre.ement as stated herein. Such extension of time shall ;not ,be cause for any.elairri by the Consultant. for extra :compensation. ARTICLE 4SUB-CONSULTANTS 4.01 GENERAL 4.014 A Stib-COnSUltent, asdefined in Article 1,8 is 'a 'till that was itortfloo as ait of tho COOScilting:teeirtin the oorapOW(0 aelectionpr000i by which the Consultant was chosen to perform the -,Ser9toes under this,Agreement, .and as i:stioh,--iS identified.010 listed in Schedule Al attached hereto end incorporated by reference. 4.01 .Z A Specialty 8ub-Consuttant ',is a person. or :organization that has .With the - consent of the • • ,,.• Oirector„: entered into ,a written agreement with the 'Consultant to furnish and/Or SpeCiall4ed. professional,,,services necessary foraproject or task ;described Older AdditiOnal ,SeNiOeS. Such Speetaity:Stib-CenSUltentShall.be-iii.:additleti tOthdae identified irT'Sehed(ileAl. 4.02 SUB -CONSULTANT RELATIONSHIPS services provided by the Sub Consultants :be performed ppratiat. to ,appropriate •• WrittOn'egre0M:ents between the goasultarrt-004140-i.$0.--Oo.nsciitarts„whioh_:shat contain ,provisions that preserve and protectthe rights Of*0 City under thisAgreement. 4024 Nothing contained in this, Agreement Shall create any contractual or ,business relationship: between the: City and the :Sub-ConsUltants, The Consultant acknowledges that the Sub-Consultantsare t-itirely'uhder his dirootion,00ntrolcoupetvision, retention and/or discbarge. 4.03 -CHANGES:TO SLJB-CONSULTANTS The Consultant shall not add, modify, ,-Or change Orly:Sub•-Oonsultarit listed in Sobedute Al without prior written approval by or designee, In response to a written request from thetonsultant .stating: the reasons any proposed substitution, ARTICLE5 OEFAULT 5.01 .,GENERAL Itthe Consultant fails to ,comply with any term or condition:of this ,Agreernent, ar falis to :perform any .of its .obligations hereunder; then the -.0ortsUltant Shell be in defeillt, v00- the. oopiiirronoe of a _default hereunder the Cty in addition to alt remedies available tett:bylaw, may 1mm5d1ate1y upoh Written nonce to the Consultant, tormia'at0.11-ids.:AgreAMORt whereupori alt pymonts, advances, or other oQMPOM0104. petidihy tho City to the Consultant Whiriethe :Oohs-U.0M was Ill„tlefaashall be fmmqdtateiy'returned to the, city The Consultant understands and agrees that ferrninatiomarthli, Agreement under This section shall not release the Consultant -from any :obligationaccruing, prier to the effective date. of terrninatien. in the event of termination du e to defaultin addition to the feregoing, the Oehttlitatit:Sheitbe-tiabile tO the Gity for all ineUrred by the QTty n propoliq and negottattng this Agreethent:ae.well as all costs and •:expenses incurred by the City in 'in.: the re,;prOCUrarnent of the ;$ervioes, including consequential 404 incidental damages, in the event of Default, the City may also suspend or .withhold reimbursements from the Consultant until such time as the actions:giving rise default have beencured, 5.02. CONDITIONS OF :DEFAULT A _finding, cf,,Default .and subsequent termination for cause May inelude, without timitatibn, any of thb following Miscellaneous•:bivi) Enginoaring$prviges [7 I. Stanteo Q0r1tinoSMoOs Inc; RFC No. 12-13°04 PROFESSi.ONAL SERVICES AGREEMENT 5,02-i The Consultant fails to obtain or maintain the professional engineering certifcation i licensure, insurance or bonding herein required, 5,02.2 The Consultant fails to ,comply, in a substantial or material sense, withany of its duties under'. this Agreement,: with any terms or` conditloris'set forth in This Agreeiiient or in any egreerriet t it has with the City, beyond the specified period;: allowed to: cure such default. 5.02-3 The Consultant fails to coirim,ence the Services _within: the time provided'. or contemplated. herein, or fails tp complete the Work in a tirriely manner as required by this Agreement,. 5:03 TIME TO CURE bEFAULT FORCE MAJEURE The: City through the Director or designee shall provide written notice to the Consultant es to a finding of default, and the Consultant shall take all neoessarY action to dare said ,default tnritlin'tiime .stipulated.;in said<notice;: after which time the City May terminate the :Agreement. The City at its ,sole discretion,May allow additional days to perform ariy required cure if the 'Consultant provides 'written, justification deemed reasonably sufficient. `If the Default has'not been corrected by the Consultant within the time specified the Agreement shell 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 :reasonebly.commensurate with the cause of Stich failure to perfortn Or dire. ARTICLE 6 TERMINATION (7FAGREENIENT 6•.0'I CIT'CS RIGHT TO• TERMINATE The City, iti.cluding the Director or designee. has the right to terminate this Agreement for any reason or no reason, upon ten .('i 0) days'' written notice, Upon termination of this :Agreement, all charts, sketches, studies, :drawings,; and other documents,.inoluding all electronic: copies::related to Work authorized under this Agreement, whether finished or not, trust be'turned over to the Director or designee The Consultant shall be paid in aceerdance.with provisions of Attachment B, provided; that said docuriientation is turned over to Director or designee within ten (0) bu'siness days cif `termination, • Failure to timely deliver the documentation shall .be.-babSal to withhold arty payments due without recourse by'.the Consultant until all documentation is delivered to the Directoror designee. 6.01» t The Consultant.. shall have no recourse:or remedy from any termination:made: by the City except to retain the: fees, and allowable :costs or reimbursable expenses ;,earned compensation: for the Services that Was performed in complete cormpiiance: with the ..Agreement, . as full and final settleftierit of'any,cleirn, action, demand., .Cost, charge or entitlement: it may have, Or will, have againat the City, its offipials orlemployees; 6.02 COiWSULTANT'S 1210:HTTO TERMVl1NATE The Consultant shah have.the:right to terminate this agreement, in writing, following breach by. the.Cty .if breach of -contract has not been corrected within sixty (60) days from the. :date of the City's receipt of a written staterrient from the :Consultant specifying its breach of its :duties :under this Agreamnent, 6.03 TERMiN1ATiON DUE To .UNDISGL>OSED L,OBBYiSTOR AGENT The Consultant Warrants that it has riot ernployad or retained any'oor ipany or person, other than a tactic fide employee• working solely for the Consultant to solicit or secure this Agreement. and that he or she;has e not paid or agreed to pay any person, company, corporation,; indiuidual, or firm, other than a bona .fid 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 Agrfeetnent. • For the breach 6r violation .of this provision, the Cjty :shall have the. right: to. terminate the Agreement without. (i:ability and, at its discretion, to deduct; from -the" contract price, or:otherwise recover, the f04 •arpou,rt of such fee, commission, percentage, gift, or consideration. Miscellant'ous ClvilEngirieering Services, Steriteo Consuiting:Servic'es; Inc, t8 RFQ No.12-113-.004 PROFESSIONAL 8ERVicE8- AGREEMENT ARTICLE-7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All traeirigs, Ians, drawirige, speelfleatiOns, maps, computer f ilea, 'and/Or reports prepared or obtained Under-thie'4greeit.ienti ..e.S well all data collected; together With :sun:1'01406S and charts derived there from, 'Including all electronic digital 'copies Will be considered ,works Made for hire and wdl based on incremental tranSfer wherein the ahoveshall become the property of the tity upon payments made:to the Consultant or terrnination of the :Agreement Without restrictien.orlimitation on their use, arid Will be made: available, on request, to. the City at any time during the performance of such services and/or upon comp[etion or termination of this Agreernent, The Constiitant .Shail not copyright any materiel end: prodUCtsl'or patent ,any Invention developed under this Agreethent, The Oity:shaii' hove the right te-yiSit the site inspection ef the work and the products of the Consultant at any tirha, The Consultant shell 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 702 DELIVERY UPON REQUEST OR CANCELLATION Failure of the ConSUltaritto promptly deliver all such deolienente, both hard oopy and. digital,. to the Director or designee within ten (10) days OartellatiOn, .or within ten (10)dey'S of request by the City, ahafl be just cause for the City to withhold payment of any feesdue the .Cpnsttitent- until the Consultant delivers all.sueh'documents; tha.consOftept shall.navene:recdurse from these reqUirements:.. 713 REUSE BY CITY It is understood that all ConsultantagreernehtS:endierWork OrderSforneW WorkVilf ItielOde the proVision. for. the • re -use of plans and spocificationa, including roOnstriction...drawings, let the :CiWs:.SOle Option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordeobeWith this prevision Without the:necessity of further aoprova)s,:,oprnijerfOatior),fees or documents beirig required and without recourse for such re use The Consultant will not be liable for re -use by the OW of 'plansi 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 eXteht:d106/ed: IDY'laW; the tonSgitarit agrees not to divulge, furnish ,or make aVellaDle. to aby third person, firm or organization, ..With out pirootor or designees prior written consent,or unless ihoidaht to the. pr.oper,pefforrnance of the Consultant's obligations hereunder, or in the course of judicial. .or legislative proceedings where such informatiori has been properly stibpoenaed, any non;pubfic. information .corioerrilh.g. the services to be rendered by the Consultant hereunder,: and the Consultant Shell require all Of its employees; agants, Sub Consultants :and subcontractors to comply 'With the provision S 0 this paragraph. 7,05 MAINTENANCE OF RECORDS The 'Consultant will :keepadequate records and supporting documentation, which 'concern or reflect its services hereunder. Records- .subject ,to the proviSions of the Public Records Law, Florida Statutes Chapter 110.shall be kept in accordance withthe applicable ,statutee, .Otherwise, the records and deOUmentatien wttt be retained by the QohwItant for MinirriUM of thrbe..(3) years from the date of terrnination,of thit AgNarharij or the data. the Project is 0(500a:tad, whichever is later The City, or any duly authoriSd agents or representatives Of the Pity, Shall have the right to audit, ospeOt, and copy all such records and -documentation as often as they deem necessary during the period of this Agreement and during thethree'(3) year period. noted above.; provided, however such activity 8hall:be conducted:only during normal business hours. Consultant shall additionally comply with. Section 110.0701 Florida 'Statutes, Including. Without. limitation:, (I.) keep and maintain public records that ordinarily and .necessarily would .:be required by the City to perform this -seNice; (2) provide the public with access to fatihiie records on .the earns terms and: conditions be the City --Weuid at the OS( provided by Chapter 110, Fionde Statutes, or as otherwise: provided by law ensure that publiclecord% that are exempt or porlficiarilial and.eXempt from. (iisoipspra Ore: 0.0014080d except as authorized by 18m (4) meet -all requirernents for retaining public records and. transfer ,,at no cost, to the City all publio records in its possession upon :termination of this ,Agreement and destroy any duplicate public records that are exempt or -confidential end exempt from disclosure Miscellaneous Militivineering 'Sem/Ices SW'ritO0:c0.0.isditiogSeeVices-„Inb. REQ No.12,-13-004 PROFESSioNAL SERVICES AGREEMENT reqUiretnerits; (5) Ali electtbnically Stored public recOrds. must be provided to 'the City in foni.at CoMpatible with The inforMation teehnology systems. 119.001 'Contracts; public records. — (I) For purposes of this sectien, the term: (a) ',Contractor" means an individual, partnership, corporation, or bushes entity that enters into a contract for services with a public ageney arid is acting on behalf of the pUbliO agency as provided under s. 119.011(2), (b) opubllb,agency,, means stata, county, district, authority, or MuniCiPal officer, erdepartm, e nt, diVisiort, board, bureau, commission; or other separate unit of *government created or aSteblished bylaw. (2) In addition to other contract requirements provided by law, each public.agency contract for services mustinclude a provision, that requires the contractor to comply with public records laws, specifically to: (a) Keep and Maintain public records that ordinarily 'and necessarily would be requited by the public oody in otder;t0 Perforth the serVice. (b) ProVide the pUblic 'with access to public reebrds. on the same tenns 6rld coOditiOns that the , PcIblic..ageocy•would :provide the records and et a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt orconfidential and exempt from public records disclosure reqUitetrients are not disclosed excep...as authorized by 18W, (cl) Meet all reqUiteMerita far retaining public records and banger, at rfo coat te the public agency all public:- records in posSesslon of the contractor upon termination of the contract and dottroy any duplicate 'public records that are. exempt or confidential and exempt from ,publIO records disclosure requirements. All records stored electronically must be provided. to the public agency in a format .that is compatible with the 'information technology systems of the public agency. (3) If a contractor does not cbraply With a public records request, the publiOagenhy Shall enforce 'the contract provisions In accordance With the hentract. ARTICLE 8 INDEMNIFICATIONS The Gonaultantehall indeMnify, defond, save and: hold flarifaea§•tha city and itS Offietals„ ornpioyees and agents (collectively referred to as 4Inderoniteee) end each of them from and egeirrat all loss, cOsts, penalties, fines; dernagee,clairns„-expensee.,(inpluding reasonable, 40rooy't fees) or tiabIties (collectively referred to as "liabilities) arising out of or resulting from or in connection with (I) the periermance or non-performance of the duties, responsilbilities, standards, servioeS, supplies, materials end equipment contemplated by this Agreement which is directly or indirectly`batiSd, in whole or in partby any sot, omission, oofoolt, professional errors Or omissions or negligence (whether active or OaeelVe) of CONSULTANT or its employees, agents or sub consultants (celleOtiVelY referred to as "lOdeMolfying Parties 6), regardless of whether it is„ or is alleged to be, caused in whole or pat( (whether joint, concurrent or contributing) by .any act; omission, default, bregot,.or negligence (whether active or passive) of the Indemnifying Parties or indernnitees, or any of -them, or (ii) the falluteSof the CONSULTANT to bernply- With any of preVisionSherein', or (ill) the failure of :,the CONSULTANT „ or the Indernnitees, if applicable„ to: :.OPtiferM to •statutes, ordinances, rules,. or other regOlatiOh8 o requirements of any fsderali, State, county, or city gOvertirnerital authority or -agency specal dletriot or state school, in connection With the granting ; .approving or performance of this,Agreement, or any Amendment to this Agreement; -.or any actions or Challenges- that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or 81M1181" lltilitiOns :imposed Oh. such agreements by. law, CONSULTANT expressly agrees to indemnify :and hold herMiesS the Iria.erroliteeg, ar any of Miscellaneous Civil Engineering -Services 110 •$,tatr.tec,Q0.nsillting Senlices„; RFQ No.12-18-004 PROFESSIONAL:SERVICES AGREEMENT them, from and against -all liabilities which may be asserted by. an employee or former employee of CONSULTANT .or any of its .subcontractors, as provided above, for Which the CONSULTANT. liability to such ernployee or fernier employee Wataid otherwise be .limited to payments under State Watker'S Compensation or similar laws This section Shall be interpreted and construed in a manner to .porriply with any:applicable Florida Statutes, including, without limitation, Sections Verson A, 725,06:and 72.5:08, F 5 if applicable Severability-Shall apply to each 'sentence of this section„Tlils indemnification:shell survive the cancellation or expiration of the Agreement The Consultant shill require all Sub Consultant :agreements to 'include a provisieri that: they will indemnify the City; The Consultant agrees- and redogniZeSthat the City than,. not be held liable or responsible for any claims WWI may result from any actions or arnissierts'ef the CONSULTANT in: which the City participated 'either through review or OorictArrence of the Oonsultarit's actions, in reviewing, approving or rejecting any submissions by the Consultant or other pets of the CansUltant, the. :City in no .way :assumes or shares any responsibility or liability of the Consultant or Sub Canadltant under this Agreement. Ten dollars ($10) of the payments Made by the City constitute separate, distinct, .and independent consideration for the.granting of this Indernpification, the receipt and .sufficiency Of Which is voluntarily end kneWinglyacknOWledged:by the Canst.iltant. ARTICLE 9 INSURANCE. The Consultant shall het :start. Services under this Agreement until the POn6tirtatit has obtained .ail insurance required hereunder and the. 'Nslc Manager has approved spoil insurance, 6.01 COMPANIES PROVIDING COVERAGE Ail insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Adthinistrator. All carripanies shall have. a Fki.eid8 reSiddrit.agent and be rated atleaatA((), as per A.M. Best Company's Key Rating Guide, latest edition. 92. .vERIFIcATION OF INSURANCE cOvERAgg The conouttent shall furnish certificates of insurance to the FiskAdministrator for review and approval prior to 019 execution this AgreeMent The Certificates shall clearly indicate that the Consultant has •obtained insurance of the type, amount and classification required by these provisions e in excess of any pending: claims at the time of .contracl award: to the :Consultant The •Consultant shall -Maintain coVerage With equal or .botter rating as identified'herein for the term Of this contract, The Consultant shell 'previde Written net:roe:to the City'S Pepartrnent of Risk Management of any material 'Ohange,'panoollotiori and/or notice of .nen-renewel of the .ineWarloe*libill $9:daYs. the The Consultant shall .fdrnishcoops of insurance. policies ,pertaining to this .Agreement to Risk Administrator within ten (10) business days :of written request. 0.03 FORMS OF :COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY . . , . . . The Consultant Shall 1118'406 commercial geriool liebility Coverage With limits of 8(168% '$t:COO:MOD per:000Irrerlea, S2,000,,000 aggregatefor bodily injury and property Opmagq.. The coverage shall include Premises and Operations-i:Contingent and Contractual Liability, and Product's and Completed Operations, with additional endorsements as applicable The coverage shall be written on a primary and non contributory basis with the City listed as en additional insured aerefledted by endorsement CG '2010. 11/85 or ltauivalettee, .Notiee of cancellation should read (30) days/ (10) days for nonpayment, , . BUSINESSAOTOIVIOBILE The CansUltarit shall provide business autamobile;liability coverage including coverage for all owned, ,, hired and non owned..autos withe minimal combined single lirrilt of $1,000„000 naming the.City as an additional .insured with respecttc.): This Coverage, *Notice ofcancellation Should read (30) days/ (10) days for nonpayment. Miscellaneous Civil En0Ineetirg SONicOs ill Stanteo COrfsulting Servites, lrc PROF SS1ONAL sERVIGEs AGREEMENT 9,Q3,3 PROFESSIONAL LIABILITY INSURANCE The Conatritant shall maintain PrOfessionel Liability Insurance including Errors and Omissions coverage in the MininAirn amount of .0 ,000,Q00 per clairn,, $1,006,000 aggregate providing for all sums Which the Consultant shall be legally obfigateci to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreerrient 9.(13.4 WORKEWS COMPENSATION INSURANCE The ConSultant shall maintain Worker's Compensation Insurancein compliance with.:FlorldaStatutes, Chapter 440, as 0,1-flondoo:., and,Employees Liability with a minimum limit of .$500,900 ech occurrence. SUB-CONSIILTANT COMPLIANCE The. ConSUltant shall enure that 811 Sub-ceneOltantS comply With these safrie irtSuratiOe reqUirertieritS., 9:04 MODIFICATIONS:TO COVFRAGE The 1sk Adminittratorbr hisTher 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 00) day written -notice tothe Consultant in accordance With 00.06 herein,. Th.e..Consultantshall comply with such requests unleta the inallianco..COVerage lenot ten:readily available In the national Market -and may request additionalOentideratiOn from the City eCaOMParilod by jUstificatiOn. ARTICLE 10 MISCELLANEOUS 1.0„0.1 AUDIT 1RIGIITS. 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 ceples, of any records necessary,. lin the opinion of the Director, to approve any requests for Paybent by the ConSttlfant. . The inspection and audit, provisions provided for city contractsset forth .In ,§18.-1 01 and :§ .1.4-402, City Code, are applicable to this. Agreement and are deemed as being j'qobtrorptod py reference herotn 10.02 ENTIRE AGREEMENT 'This Agreement, as it may be amended from time to timi e, represents the entire and ntegrated agreement between the City end the Consultant and ssuPersedes 011 prter heOcitiatioat, epreeentations Or agreeMentS, written or oral, This AgreernOnti-naY not be amended, changed, modified, or otherwise altered in:. any respect, at any tithe after the p000tion hereof, except by a Written:cloeurrlent.oectite0otti the same formality and equal .dignity..norowith. Waiver by either party of a breach of any provitiooof this Agreement shell not be deemed to be a walver:ofanyother breach of any oroVision of-thiS Agreement,. 1.0:03 SUCCESSORS AND ASSIGNS The performance of- this Agreement shall not be transferred -,pledged, sold, -delegated' or assigned,.in whole or in part, by the ConStiltant without the..Written consent of the City, acting by and through its City coritoptio, It is understand that a saleof the 'Majority of the stock or .partnership shares of the Consultant amerger or bulk sale, an 'assignmentfor the :benefit of creditorsshajl each be deemed transactions that would constitute an ;assignment' or safe hereunderrequiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the -City to Cancel: this AgreeMent. The .0Onsbitatit shall have no recourse from such catioellatien, The City may require bonding, Other security, oertified financial Statements ,anci tax returns front an proposed Assignee ortci the execution of an .AsSighnientt Assumption Agreement in a satisfactory to the City Attorney as a condition precedent to consider-ing approyal -Ofan assignment. Miscellaneetts Civil Engineering Services , , . Stanteo Consulting Services, Inc; (i2 I RFQ No.1'2-13-'004 PROFESSIONAL SERVICES AGREEMENT The :Consultant and the City each binds one another, their partners, successors, legal tePresentatives and authorized assigns to the other party Of this .Agreernent and to the 'pertnert, SUCoeSSors, legal representatives and assigns .of suohpartyin respect te all covenants- of this Agreernant. 10.04 TRUTH-IN.NEGOTIATION CERTIMCATE In pompliance with the Consultants Cotripetitlye Negotiation .Act, for any Prefect 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 ,zf Notice to Proceed, The original' Project lake and any :addition thereto- will be adjusted to exclude any significant..surris. by:which the City determines the project price was increased duo to necoOrate, incomplete or nprf7current wage rates and other factual Unit oosts Afl such price adjustments will be Made,'Within One (1) year following the end of thePrOjett. AP.PLicA$LE LAW AND :1(ENV p- OF 'LITIGATION . . ThIS,'agreernerit. shall be: interpreted and construed in accordance withand governed by the laws:of-the :State of Florida, Any suit or action brouglit by any p.arty, concerning this agreem.ent or arising but this agreement, Shall be. brought in .Miarni4Dade County, Florlda Each party shall bear its own attorneys feaS except in actions ariSitig'::OUt'efi the Consultants to indemnify the City under Article Where the. :Consultant Shall ft4y theCity's: reasonable attorney's fees.. 10.06 NOTICES Whenovor either party desires to give ;notice unto the other, such nctioe must be in 'writing:, sent by ragistered.United States mail, return receipt recuested,..addressed to the party for whom it isintended.at the place last specified; .and 'the:place for giving of notice shall remain sueh until it shall have .been Changed by written noticeiri compliance With:the, provisions ,Of this paragraph. For the present, the partiesdesignate •the. following as the respective places for giVirig-of netice'. FOR City of. Miarni:' bTrector City of Miami Capital IMprOVetentsPrOgranqa P.) 444 S.W. Miami, Florida. ',031-0 JeOvenny Rodriguez, Assistant Director :City of -Miami Capital imPreilements.Prograrn (Cip) 444 8.wv Ave, eh R. .Fiorida ,3$1,30. For consultant; Ramon Caste* RE., L.E.E.ai.AP Vice President Stentec Consuiting SeNioeS, 901 Ponce .de Leen Blvd,.Stlite-900 • . Coral Gables, FL ..63134 1.0,07 INTERPRETATION The 41)gile0 of this Agreement has agreed to •by'beth parties opre00.--, their mutual intent and no rule of i.strict construction shellbe applied against either party hereto, The .headings contained In this Agreement are for toteroop purposesonly and Shall not affect in,eny way the meaning or interpretation of this:Agreement Alf personal pronouns used in this Agreement Snail include the, other gender, and the singular shall include the Plural,. and. vice: versa, unless the context otherwise :reguires Te.rms such as 'herecif," 'hereunder," and 'hereinafter' refer to this Agreernerit as a whole end net to any .partiotilar sentence, paragraph; or :section wnOre they appear, unleaa. the context otherwise Miscollaneens:ciVil.pgineerog seNices, stantec. Consulting SerVicetj [13 1 RFO No. 12-13-004 pRt FESS(QNAI. SERVICES AGREEMENT 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 ismade to a particular .subsection or subparagraph of such Section or Article. 10.08 JOINT PRPARATION Preparation of this :Agreement has bean a joint :effort of the City and tho Consultant and the resulting document shall not, solely as a matter of Judicial construction, be construed more severely against ono of; the parties than any other. 10.09 PRIORITY •OF PROVISIONS• If there is ;a conflict or inconsistency between any term,: statement, requirement,or prevision of any exhibit attached hereto, any dooument or events referred to herein, Or any document: incorporated into this Agreement by reference. and a term, stateme`rit, requirernerit, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect: 1010 MEDIATION :`WAIVER CF JiitY TRIAL In an effort to engage in a cooperative effort to resolveconflict which may arise: during .the course of :the design and /or construction of the subject, project(s),.and/or felloWing the completion Of the projects(s), the parties to this- Agreement agree all disputes between tl eitt shalt be ,submitted to non=binding mediation prior to the initiation of litigation, ;uriless otherwise agreed in writing I by :the parties A certified ;Mediator, who the parties fiind 'mutually acee;ptable, will conduct any Mediation,_ Proceedings in Miami Dade County; State of Florida: The parties will split' the costs of a certified mediator on a 50)50 basis.: The Consultant agrees to include such similar contract provisions with all Sub -Consultants andlor independent contractorsand/or the Consultants retained for the prolongs), thereby providing for non=binding mediation as the primary me hanism far dispute resolution. Each party will bear their oWn ,attorney's.fees. In -an effort: to expedite the conolusicr ofany litigation the parties voluntarily waive their right to: jury trial or to file perrnisslVe counterclaims:iri: any action arising under thie Agreement. 1011 TIME Time is of the essence in this Agreement. 10,12 COMPLIANCE WITH LAWS The Consultant .shall comply With all applicable lavus, codes, orditances, rules, tegulations arid. resolutions including, Without •limitation, the Ainericaris with Disabilities Act ("ADA"), es amended., and all • applicable guidelines and standards in "performing Its duties, responsibilities; and obligations related to this Agreenlent.'The Consuitent represents and warrants that there.shall be no unlawful discrimination as provided by law in connection with: the performance of this agreement: Non -Discrimination The City warrants and represents that it does' not: and will: not engage in discriminatory practices and that there shall to no discrimination in connection with the Col sultana's performance under this Agreement oh;:account of race, color, seat, religion, age, handicap; marital'. status or national origin, The .Consultant further covenants that rio otherwise qualified individual shall, solely by reason, of his/her racer color; sex, religion, age, handicap, marital 'status or national origin, be excluded from participation in, be denied services, or be subject to discrirriination under any provision of this Agreehiei t 10.121 OSHA COMPLIANCE The Consultant warrants that it will comply•with all safety precautions as requited by federal, state or local laws, rules, regulations and ordinances. The City .reserves the right to refuse the Consultant access to City property, "including project lob -sites., if. the :Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance With safety reguulatioris is exhibited by the tonsultant: 10.12�2 ADA COMPLIANCE: The Consultant snail affirmatively :complyWith ail °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 $t_ if of the ADA (regarding nondiscrimination on the basis of disability) and .all Miscellaneous Civil Engineering Services (141 RFQ No, 1243 004 Stantec Consulting Services,- Inc.. PROFEssipNAL.BERvicgs AGRIEEMNT applicable regulations, guidelines and standards. Additjpnally-the Consultant shall take affirmative steps te4nsure nondiscrimination in employment Ofdisabled persons. 10.13 NO PARTNERSHIP The Consultant Is an independent contractor. This Agreement does riot create a joirit Venture, partnership or other business enterprise between the parties, The Consultant has no .authoritylp bind the City to ,any premise, debt, default, or Undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the. City.shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES! The, Consultant understands and .agrees14t- diSpotesi:betWeen it and.the City based upon an alleged, violation of the terms of this Agreement by the City shall be submitted for 1.0501090 in: the t6liowirQ nlapner,,. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to City of Miami personnel identified -111 Article 1(106, NOtideS. Should the ConsUltarit and the Project Manager failIo:rePolvelhe,diPpute: the .:cOneoitait shalleubtnit their dipbOtet:ti writing, with alt supporting documentation, to the Assistant Director Contracts as identified in Article 10 06, Notices .• Upon receipt of said notification the Assistant DirectbriCentracts shall reVieW the issues tetatiya thadi$61.0e anctle$uo a written finding, . . Should the Consultant and the Assistant Director -Contracts fail to resaive the dispute the Consultant shalt suhrrift their dispute in writing within five calendar days to the Director. Failure to submitstich appeal of the written finding shU Constitute acceptance of the finding by the CorisOltant. Upon receipt .of said: netificatioh the DireCtOrehall review the issues retattyeto th dispute and isatje.e.Written The Consultant Must subliiit any further in writing Within five calendar days to the city Managef„. Failure to submit such appeal of the writtenfinding Shell :constitute acceptance of the finding by the Consultant; Appeal to the City Manager for his/her resolution; is required prior to the 'Consultant 'being entitled to seek judicial relief in commotion therewith., Should the.: amount of compensation hereunder exceed.:$.600,.000.00, the at/Manager's decision shall be eOliroVed or disapproved by City CorrimitolOn',. TheConPultant:Phall habe-entitled to'SeekjOdiCialrelief . . (i) it has first received clty'Managors -Writteri.dectsferj, approved by City Commission if aPPlica0eor ,. (li) a period of sixty (60) days has .expired after -submittingto the City Manager a detailed .statement Of the dispute :accompanied by, all supporting documentation, or a period of (0) days has expired wherethe CRY Managerededisienis subject to City Com.lesion apprOVal; ar (iii) The City :has :Waived compliance with the procedure -Set forth in this section by written instrumerit(S) signed by the City Manager, 10,40 INDEPENDENT :CONTMPTPR::. , The Consultant has been procured and is being to provide serVices to the City as an •engaged• independent: contractor: and not as ..an agent or employee of the City Accordingly,, the Consultant shall netattain,:: nor be entitled to, any rights or benefits under the Civil Service oeTensiOn. Ordinances Of the City, nor any- rights generally afforded classifiedclassifiod or unclassified eMpleyeee, The :Consultant further understands ;Florida Workers' coriVerisatiott benefits available to employee S .of the City are not available to the Coneuitant and agrees to provide workers ' -compensation insurance for any employee or agentof the Consultant rendering services to the City under this Agreement. 10:17 CONTINGENCY CLAUSE! Miscellaneous vtl grigineering Services. slanted -00h$uitingln� [151. RFQ PROFESSIONAL SERVICES AGREEMENT` Funding for this Agreement is contingent on the availability of funds :andcontinued authorization for program activities .and the Agreement is subject to amendment or termination due, to lack of funds,. reduction of fundsand/ot change in regulations', upon thirty (30) days notice, 10.18 THIRD PARTY BENEFICIARY The; Consultant -and the City agree thatitis 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. Miscellaneous Civl l ngineerh1g Services [1E j I FQ No,12•13-0D4 Stanteo Consulting Services., rta, PROFES810NALSEkVICES AGREEMENT IN WITNESS WHEREOF-, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Signature 1,5 Print Name, Title ATTEST! PritA• Consultant Secretary 5tvali .(Affirrn Consultant Seal, ifeVailable) ATTEST: Todd H non, City Clerk ApPRovED As TpIpS/OANICE EQUIREM / .21 Calvin Hs, Ditector Risk nage eril Department MisdaaneoUt CM! EtigIrwetinb,,$'arvip8 Stantec:.Consultng Seryioes, Starttec cottsti'lting Sentic-es, Inc. .ibotorfi 14meld fiteCiPP4r Print Nainei Title of Authbrixect Officerer OfflOiel (Corporate Seal) CITY OF MIAMI., a municipal corporation of fhe State. of Florida APPROVED AS TO LEGAL FORM AND CO RECTNESS: V• feria ndez, CitY". Att' rney r [17 I RFQ No, 12-13-004. PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) HEREBY CERTIFY that at a meeting of the Board of .Directors of rfrormc, tdd / /4e, . a corporation organized and existing under the laws of the State of mt-I.A.) yotztz, held on trie4N day of :160,„beit, a resolution was duly passed and adopted authorizing (Name) f?Ailviiii) CA-WPC-44.A as (Title) v Le- - et2...e5i9ivIr of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, 'attested by the secretary of the cOrporation, shall be the official act and deed of the corporation, 1 further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 9 a day of <ialk 2 0 I . Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) 1 HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , ,held on the day of a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shell 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, Paarier: Print: Names and addresses of partners: Name Street Address City: State Zip 1\41$661W.160.0 CivU Engneering Sorvices [18 i St8ntet Cori8t.iltirV.SONit.es, Inc. RFC1 No. 12-13-004 PROrESSIONAL SERVLCES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents On behalf of the,joint venture. if there is no joint venture agreernent each member of the joint venture Must sign the bid and subrnitthe appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and *doing buSirtees as (dib/a) (if •Applidable) have executed and orn bound by the terms of the Agreement to which this attestation is attathed. IN WITNESS WHEREOF, I have hereunto set my hand.this day of , 20 Signed: Print NOTARIZATION STATE OF ')$$: COUNTY OF /111-11-v1i— 6/1-1)-e' The foregoing instrument was ackripo led e .20N 'by ,,167 illtaliWho has produced (did / did not) take an oath, SIGNATURE OF NOTARY PUBLIC STA • Fail PRI. NA AURORAELENARQDFOua *•°- MY COMMISSIONit tE074465 • .1. • 7.oxio'fo, t 'no MisOeljapebus plyil rgh1eerIng SprVicga ,Stantec.Con8bIting 8enricos, Inc. hefpre n)9 this day of /' del6.-,4 who is personally as identification arid who [19j RFQ No, 12-13-004 PROFEssioNAL SERyioEs AGREEMENT ATTACHMENT A SCOPE OF WORK ARTICLE Al GENERAL Givil Ehgineering Services shall loader but are net:limited. to, complete planning arid design setVicee„ pregrammilng, paVernent analysis surveying, roadway analYeiS, geciteennieal„?optiOns evakiations., 'public meetings, :detailed assessments and recommendations, Cost "estimates, Oh -lions of probahle construction cost, eView of Work prepared by Sub -consultants and other consultants, field 'investigations and observations,, post design services,. construction administration, and other related Services as needed to complete the Project ,Conatntalit Shall provide comprehensive Civll Erigineering, services for :the Pitied for which Consultant Was selected rn accordance With Section 2877...056 Florida: Statutes) 55 amended,. Censulfantag Competitive,Negetiatiehs.Aot •(00INA). A1;91 SCOPE OF SERVICES The Consultant agrees to provide comprehensive :Professional Services :in accordance with :all applicable :law, building and environmental regulations, including the Florida 'Blinding Code and the City of Miami,- Florida, -Code of Ordinances,: and as set forth in this Agreement and further enumerated in a Work Order. .o04soitoittfloy be required te. perform all OrSettle of the SeNices oroonted. n this Agreement,,oep.onorg on 11,70:1lP0# ef the City for the :PrOjegt,.0011041tOilt haIJ furnish, as 50s10 -Servfoiesi.-E'comprehensivectvit enineerino 'professienal services for the Project The Project shall include roadway reconstruction', or resurfacing„ drainage Improvements, storm water management •swale ;restoration,curbs, gutters; sidewalks, lighting improvernentS„ landscaping, slgriage and striping, verification of titY's .Pavement Analysis Report within the. Project area; ditatIy redord existing conditions in the Project area; research 31 baits for VaribU.e COMplainta, and any survey, ,.eateohnical, -.and utility ::.oporckletieb .required10 :produce Obniplete Sets of signed arid. sealed construction documents,..speCificatione ,and estimate of probable construction costs for fneWork. The City will phase the Work required to complete the Projedt so that the Project is 'designed and constructed in the Most logical, efficient and Cost affective mariner, The Consultant,shall be directed to proceed With each phase. of the Project through the use of Work Orders Proposals and Work Orders, A1.0.2 WORK ORDERS A1.02-1 PROCEDURES When CIP has determinedthat 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 :8ervides'preVided to the ConsOltarit.in Writing by the Director or designee, The Consultant and DireCtOt or idesignee, and others if .appropriate; may heVe prellmlnary meeting, if warranted,I0prther define the Scope of ;8ervices 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, Slib- Consultants,And deliverable items and/or documents.. The Director .or designee May :aept:the Work Order Proposal as Subrnitted, ,rejeot the Work Order proposal, or riegetiate:reViSioriete the Witik.Order PrOPosal. Upon ciceirilarltEitif a Work Order Proposal pp,will prepare a Work Order that wail :he reviewedby Ow:staff end the Director or tiesigneo,"Uponapprovel.C1P will issue a written Notice to Proceed -subsequent to approval of the Work Order by the Directori-or designee, ARTICLE A2 BASIC SERVICES Cchattitent agrees to provide complete Civil 'Engineering services.. as set forth in the tasks enumerated hereinafter, in accordance with the Florida •IguildingOode, Iatosf edition, all federal,:state, county and City of Miami, Florida, Laws, Codes and Ordinances, Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as apeeified in the Agreement. MiscOlfariaous Civil Engineering Services Stenteb [N),I Fin) No, 12434)04 PROFESSIONAL SERVICES AGREEMENT Consultant Shall submit one (1) else -tonic set of all docUments and seven (7) copies Of documents required under Article A2, WithoUt additional charge, for review and approval by City, Consultant shall not proceed with the next task of the Work until the ,docurnents, have been approved, In writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work.. Consultant shall perform all Work in complianee with. Florida Administrative Code Rula61G15-19.001(4) and Section 471,033(1) (g) of the Florida, StetUtes. *Consultant .shall perform due diligence, tn accordance With best industry practices, gathering information and, inspooting a Prefect site: prior to the commencement .of design,. Consultant' snail be responsible for the professional quality, technical .accuracy and coordination of all 'design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, withoutadditional compensation, correct or revise any errors, omissions, and/or deficiencies. in its designs, drawings, Iscifitioh Or Other SerVices. Consultant shall also be liable for claims for delaY costsand any increased coats in construction, :incialing but net limited to additional Work, dernoliton of existing Work, reWork, eto, resulting frOtt any errors, omissions, and/Or deficiencies in its designs, drawing's, specification or otherSetvices. A2.01 DEVELOPMENT OF OBJECTIVES A2.01.1 Consultant shall confer with representatives of. City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and t natructed, 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 Censtrubtion Documents. For Clarity of scope, the items that need further development will be called Coriceptuals and the remaining iterne vvill be celled Pesigris, A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materialS, A2.01-4 Consultant Shalinire the appropriate sUlacentracter to provide Civil Engineering Services Which are not in-hous6, Surveys Shellinclude the location of all site-struotcfres including.,0:11: utility structures and faCilities, Consultant shell also engage a soil testingfirm to perform.sollborings and other tests required for new construction work, The extent to whichthisWork will be needed shall be based on the SurveYingand Soil borings performed preVielusly by the City. Cost of the surveyor and eell engineering firm:shall be billed as reiMbUrSable exPenees. A2,b2 A4AlLYTI9A1, 1,t‘/I1IN Verification of the Citys Pavement Analysis Report within.the Project area:. digitally -record existing conditions in the 'Project area; research 311. cells for. various complaints., especially drainage complaints; and digitally record PrOjeet area during eighifieentlein events SCHEMATICDESIGN •A2.0S-1Rocornmentio4 'Course of Action Consultant shall prepare and present, in writing, for :approvalby the Project Manager,. a Recommended Course of Action -(RCA) for the:areas comprising the Projeot, TheRCA.Shall include, but it net Iirdithd td Street name andlitnits Misce)laneeue QM' Erigineering,GerVieSS Stentec•Corts(ilting Servicesfn [21 1 RFQ No, 1213-004 PROFEssiONAL SERVICES AGREEMENT 2. Recommended remediation .efforts to bring the :subject street up to a minimum 'good', rating as outlined in the Citywide Pavement Analysis Survey a. A detailed Coat estimatefor design end construetien that maArnize the tfOrnber of Streets that vVoUldbe Upgraded ftorri.•poorto leaStgeod. 4. A design arid .cOnetructiph adheduls for the tecninMended Course :of AdriPn D ES i6.14 'DEVELOP NI 'ENT From the approved RCA, Consultant shall .prepare and -present the following in writing', 1., *The design :parameterato be used for each street beingiinproved (ie, reconstruction, milling and resurfacing,.etc.) 2. The etibrnittat reutilierrientS fet each Street. 3. The final Coat i:eatirriate for deSigh and derittruction . . A2,00.• c9N$13001QN pOcvMEOT:s. Froth the approved Design Qeveiopment Documents, Coneultant shalt prepare for 'written approval by City: FnaI Construction Documents setting forth all .desion drawins and specifications.needed to comprise a fully biddable, perrnttabkconstructible 'ProjeCt. Consultant shall produce 30%, 60%, 90% and :Final •Construction Documents for: review and approval by City,.:WhiCh analtiridlUde the' f011OWitig.'„ 1. A drawing COVer sheet Ilatihg:en 1000 a all nom or .of tirowirgsj-4 prowtno, riotincluded in the 90% and Final review Shall be tiOted.: Consultant Shalt attach anindex...of all 'anticipated drawing Sheets'necessary to fufly 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 CbrisitUctiOn Cost in OSI format, 4. Consultant may .also: be authorized to in0iLide in tha.Construction Ppptitifet-Its approved additiveandipr!deddPflye alternate bid items to perinit Oityltp.award a Construction ,ContraOt Within the lintit Pfine budgeted, emPunt,: 5. A :Prole& Specifications Index -and ProjectManual with -et least 30%,:'66%, 9Q% and Final of the Specifications completed. 6% Consultant shall betide; and, 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 P00.,hY City in connection with 01W0Pt0s, rPcigkec',:i by the failure of .PO11004)11.1g'Oes10.O.fhP ProjectWithin the fixed.,11Mit.of OorietrttctiOn,COst 7, Consultant shall provide an !index of alt submittals required by 'the Contractor that dearly identifies submittals for which the .Contractor shall. be responsible for design. 8. Cotilltarit shall submit the Spedial or etipplerneritat terms and cOnditionS.:SePatate frorn the teehrliCal SpecifiCations, Consultant halt not proceed with fother-ponettdotion -PocuMent :deVetopMent 0111 .apprOvel of the 306/0 :dopunienta is receivedto writing from City Approval 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 shalt resolve all questions indicated ol the:do,thrriente. acid eke ell Changes folhe doduftients '.neoesSeryin response tO the review commentary ; Documents: -review -(dlePk) set shall :be returned to City upon :subnliasteri of 60% complete Construction .000timeirit8: and Consultant shall provide an .apptoprtate response to Olt 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 draWinge,and SpePifibations,nd one digitalcopy ifl -,pdffditiat, Miscellaneous Civli Eh& oeielog..8ervicas .$tOntSP:p0i1Stiltifig:BONIPS,16; [22 I RFQ No.12-13-004 PR OFi=SSIONAL SERVICES.AGREEMENT A2M5.1 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 tothe 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 Cast Limit, A2;05-2•Dray Run Permitting The Consultant shah file: and follow up for approval 'of .builgfng.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 or contract with the City, and shafi assist in obtaining any such applicable -certifications of permit. approval by :such authorities prior to approval by GIP of the final set and printing af,the Construction Documents, The Consultant shall, promptly, at any time during the performance of the Work hereunder, advise the City of any substentiat,inareasas in costs eat forth in tneiStater.heht of, Probable Construotion Cost that. in the opinion oftheConsultant is paused by the'requirement(s.) of such.: Upon corripletion; 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 andapecifications, Consultant shall also pro..vide digital veraions of the drawingg§ In ,dwg, :pit, and: ,pdf forrnats. The specification additional terms and conditions -shall be provided in both.pdf and .docformats.. A2. 6. BtDDINGAND AVJARD OF CONTRACT A2:06.4 Bid Dnoninerits,A•ppr"oVaie arid; Printing • Upon obtaining al( necessary approvals of the: Construction Documents from authorities having` jurisdiction, and :acceptance .by the City of the 'i00% Construction. Documents. and latest Statement :of Probable `Construction Cost, the Consultant shall..assi,st;'the City in obtaining bids and preparing and :awarding the construction contract. The City, for blddirtg purposes, wiU have the bid documents printed, or at lte own :discretion, may authorize such printing as a relmbursa:ble, service to theCorisultant A2.O6w2 issuance of Bid'bocuments, Addenda. and Bid'Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a. completeList of Bidders. 2, The Consultant shallassist the City in the preparation of responses to .questions if any are required during 'the bidding perlocl .Alt addendurei or clarifications, or `reaponses 'shall, be issued by the.:pity, 3..: The Consultant shall 'prepare revised plans,; if any :are required, for the City to issue to all prospective bidders. 4:. The :City will schedule a "Pre,,Bid:Meeting! on an as needed basis, for -the project The Consultant shall attend all oily pre bid meetirig(s) and require attehdarice:bf Sub -Consultants atsueh meeting"s;. • 5. The Consultant Will be present at the.:bid opening, if;requested by the City. A2.d6,3 Bid Evaluation and Award The Consultant shall assist the City in evaluation :of bids, determining the.<responsiveness of bids and the preparation of documentsfor Award of a contract. If the lowest resp.onsive'Base received exceeds the Total Allocated Funds for Construction, the City may 1.. Approve an increasein the PrQjeot'cost rid award .a Contract 2. Reject all bids and re -bid theProject 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 ort such •revisions within the Total: Authorized Construction Budget..The City may exercise such option where the bid price Miscellaneous `Civil"Engineering Services Stantec Consulting.`Service's_ino: [23 i IIFQ No.12,13-004 PROFESSIONAL SERVICES ApRED/IENT exceeds 10% of the Fixed Construction Budget provided to the Consultant and es may be modified by the City and the Consultant prior to Soliciting. bids, 4, :Suspend, cancel or abanden the Project, • NCTE*.: Older item 3 above tha Conapitarit-shollc Without additional !compensation* modify the Construction .0.0opment0i.es necessary to bring the .Probebie ConettoOtioniCost within the budgeted amount. A207 ADNIINISTRATION.OF THE CONSTRUCTION CONTRACT AZ-07A The Construction Phase Will begin with the issuance ::15f.0, NOlti:Ob-lp:P.06.600 (NTP) and will 0.60 When :the -Consultant has provided to the ,city alt poat .iconstruction docUments„ including Contractor Orewthg0, Consultants record .0rawinge.,:worrentees, ;goetkot000;,opetational .rnenuOPA '4110CerOflOate(e) of Qcoopency have 001iN/Pr00.101he City and 010 CttyapProves :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. AzoN,, . . The Consultant as the :representative of the:City during the Construotion Phase shall advise and consult with the Cityand,shell have the authority -to act On -behalf of the City tothe extent provided, in the General Conditions and the Supplementary Conditions of the construction contract and. their .Agreement With the. City. AZ074 The Consultant and respective Shall Malt the site tetoodtlafteld observations, atk;rrithirktOn on a wooRly.:hasio,:and at all key construction events teaSeertein the progress of the PrOlOOt, .0.0::0011 visit the site 4$-:ppOrOOri-,10010 onduct fietd inspections to ascertain the progress Proleet and determine 10 rgerieraii,.if the Work is proceedingill accordance with the Contract Documents.. The Consultant -shall provideany site Visits :necessary for.cortification if required by the authorities having jurisdlottoth Threshold: Inspection shall be provided by the Consultant at no kdditibrieLcoet tO the City The COneuttent :theft report on the progress the Work,. including any defects and deficiencies that :May be observed in the wane. The Consultant will not be irequired to make 0400.(0 Inspections or proyicip continuous daly on site inspections to :0100the quality or quantity ‘ of the Work ;unless otherwise set forth n this Agreement, The :Consultant will be responsible: for writing: and distributing minutes .:of all meetings and field inspections report it is asked to attend. 'Consultant'and will notbe held responsible for construction Means,.Methods„ techniques.,.segoshoes, or procedures or for safety precautions andprograms ir connection with the Work The: consultant Will -het be held fOr the :Contreaters Or :Stibecititractors% 'Or any of Ahab:. !agonto! ar employees f0.1070 to perform the work -in accordance With the contract unless such Nato otperfoiThanoaroonits frorn the Consultant's AZO74: The Consultant Shall furnish the City With a written:report ::of .all observations :of the Work made by Consultant aril alt to de _Seine during each visit to :the 1Pitjeot, The 'Certailitent:.0.011 0106. :notethe general status end pro-m.00'V the WorKenfornisfuthishedbythe.'Cityand-:evhinit thorn:in aliroiyrnanher..the Consultant and the Sub - .:oohoottant shall ascertain that the Work ie:iacooptahia to the City consop:ant shall assist the City n ensuring: that the .:Coltraotor is ineking tirnely, accurate,. and complete notations on the 'fas,-.bLittr draWings., Copies 1:if the fietd reports. Shall be attached lathe:monthly ProfessiOnal: Services payment:request for:construction administration SehildeS: The -Q-enstiltatifS, failure to preVide :Written reports of all minutes of kteettn0 shall result In the releetien of :.payment releket0 end -rriky result in :0'. proportional redpotioht conotrpotionAdn1intstiktiOnfeespeid te,the:COnsultant.. AZ07.5 1, Based on observations at the site and 'consultation with :the City; the Consultant shatl ,determine the amount due the 'Contractor based on the paifor performance :milestones and. shall recommend approval :Of ,such amount es appropriate, This recommendation shall oohetitute. representation by the Consultant :to the City that, to the best of the Consultant's .,kritiWiedge information and betef, the VOI*.b..88-.. ptii4rs.sezi to the pointindioote4 and that, the.:guality of the. Work is. in 0000%40n0e with the .:contraet and the Contractor is entitled to amount stated on the Miscellaneous Civil 'rigineering Services r24 'RFC) No. 42-1.3-04 StOriteO :CgOOCiltjrig 8erki.o0; PROEE$SIONAL SERViOES AGR EMENT requisition subject to: a detailed evaluation of the Work for conformance with the contract: upon substantial completion; 2. The results of'eny subse'quent'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 et a requisition site meeting or as stated on the requisition. A2.07«0 Prior to recommending paymentto the C ntractor the Cb:n5Ultanf will prepare a written statement to. the City on the status of the Work; relative to the Constru.cticn Schedule, `which shalt be attached to the C:ontractor's Requisition. Such statement shallbe prepared immediatelyfollowin;g. the :requisition field meeting and shall :not because for delay in timely payment to the .Contracctor. By recommending approval of a Payment Certificate, the Consultant :shall not be ;deemed: rp represent that the Consultant has' niade:any examination to ascertain how and for what purpose the'Contractor has used money paid on:account: of the Construction Contract SUIT . 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 Won( 'uponwritten request of either the City or ,the Contractor, and shall render written decisions, within maximum of ten (1() oaiender drays,, on ail claims; dis:putes.end other Matters In question between the Clty 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 shell be in written.or graphic form.. A2 b7-7 Thle Consultant shell have the. arjtharlty "to recorrrnehd rejection of Work whioh :does tint 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 specialiinspection or testing of any Work deemed tes be not'iin accordance with' the Contract, whether or not such Work has been fabricated and/or_delivered 10 the Project, or installed and completed. A2o7ws • The Consultant shall promptly :review and approve, -reject or take action on shop drawings, samples, RF s and other submissloris of the 'Contractor. Changes or st.ibstitutions to the construction documents shall not be authorized without concurrence of the City's Project: Manager and/or Director of Capital,lmprovemenfs, The Consultant shall have .a maxirritim of ten (10) calendar days from receipt of shop drawings, samples, RFI's ar other 'subrhittais by the Contractor, to return the shop drawings or submittals to the Contraoto.rWith commerits indicating' either approvaldisapptoVal, Consultant shall provide the "Contractor With a detailed written: explanation as to the basis for "rejection. A2„O7pg 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 Proposalrequest, the Consultant s'hall,`wtthin ten (9U) calendar days; review and submit to 'the city; his/Fier recommendation or proposed nation along with: en 'analysis andler study. supporting such reoommendattori.: A107A0 The Consultant :shalt 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 fop Substantial Completion' :after first ascertarning that th:e Project Is substantiaily complete, Aft 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 discr'epanoie.s in the. 'Work required to ,be oorracted by the Contractor in accordance with Florida. Statute 218.73a. Upon satisfactory completions of the punch list the Consultant shall rebert mend execution of a "Certificate of Final Acceptance'" and Misceifaneous Civii Er ineer".ing Services [2 �, (Ji=Q No. 12-'1'3-b04 Stentec Consulting Services, Inc. PROFESSIONAL SERVICES AGREEMENT final payment to the COntractor. The Consultant shall obtain from the Contractor:0On satisfactOry completion of all items On the •Puneh-list .011 necessary biete-bLit dOcUrneritation froth the Contractor including but not iirnite0 to ail :guarantees „ operating and, Maintenance Manualsfor eetiipment, releases of lioneIolqime and suh other documents and _certifitatea as may be required by.opplioebie codes, law, and the ooritropt,:fand.deliver them to the, City before final acceptanceShall.beisstiedlo.the Contractor. A2,11t*II The Consultant shall monitor and provide ataistande in ebtiOing the .:COntroptorS. compliance With its Contract :relative to 1) initial instruction of Qty.'s pereerthei in the operation and maintenance of any.totitoMerit or system, 2) iilitiaittart-.1-10 040 testing, adjusting and balancing ofequipment and systems and: final clean-up Of the Project to assure a :arOooth transition from: pon*piotion"to occupancy by the City, A2.0742 The Consultant shall furnish to the City the docurnents, including .draWingS, revis.edto built" conditions based en information furnished by theCeritradtoo tuiveyti'd Iri-preParing the HaS-7.built" docurnents the Cenetiiterittheirrely on the of .the,thforrnetion. provided by the Cootrettig,:inotoding the -Qorttrpotor's:: record draWin Any certification,.yeouire0 under this Agreement including the conter4: ''asa;b:Oir .cleour(tonte Is conditioned upon the accuracy:of the information and doournents provided by the construction contractor;. Transfer of. changes made by ''Change. Authorization", ''Change; Orderi 'Request. for Information", •substitution approvals, or ;other clarifications will bethe Corsbit.aOt% responsibility to incorporate into the aott:teOor:0 'do-004104s, Changes the I1014:t9 stht fiold condWons,:Of 0010PMs0:rnadelby the ,:Cohtrattor for Its OOtlVOrilenoe-, .0411 be marked by the Contractor on the "ield 'Record Set" and transferred to; the original contract documents by the Penthltatit., The original documents as welt as the Field Record ta" shall become the property of the City : A ,.„ „ : . . reproducible set of -all .other final documents will be furnished to the .City free of Charge by the Consultant. A2.07-1:3 The. Penal:08M -Shall furnish to the ,:Qtty one complete set of rawtngs' in Auto CAW Version 2000:or:such other format 40peptable-to the City; The Consultant Shall furnish to the City a simplified site plan .and floor plan(s) reflecting. 'las-tulle conditions with. graphio..scale and north arro.w, Plans 'must :show room :names, room numbers, overall dirnensiens, square footage of •eaCh-fleeranci alt fonts used in the draWings. Two sets of draWirigt.thall be.fdrniShed 011124":)(36" Sheettand one:electronic copy., A2O745 . • . . The Consultant shallassist the City in the completion .of the Contractor's performance .evaluation during construction work and uporifinatcomPletion of the Project, Mlacell'aneous Clyll Engtneering Services [26.1 RFC.No 12-13,004 .at.010`q-',-,COrtsp4in0.56.6/joei-Inb,. PROFESSIONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL SerVices-categorized below as 'Additional Services" may be spedified and authorized by City and are normally considered to be beyond the serve of the BasioServideS. Additional Services shall either be identified in a Work Order ar shall be authorized by prior written approval of the Director or City .Manager and will be compensated for as provided iAttachment B, Section I33„06. . . A3.02 EXAMPLES Except as may be specified in Schedule kherein 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 faellitieS, and surveys or inventories in connection with construction performed by City. Specialty Design:. Any additional special professional services not included in the Scope of Work, A3.02-3 Extended Testinu &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 oity personnel in operation and maintenance of equipment and 'systems, and -consultation 'during such training; and preparation of operating, and maintenance manuals, Other thanthose provided the Contractor, siilcOntradter, or equipment Manufacturer, A3.02-4 Maior 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 ofConsultent. (Major revialohs are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/br.any SignifiCant portion thereof). A3.02-5 Expert Witness'. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3„02-6 MiseellaneoLis'f Any other services not otherwise. ineluded in this Agreement or not customarily furnished . in .accordance with generally accepted .arohltectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at. itstiption, elect to proceed with' additio. nal services relating` to 'the Project, ARTICLE A4 CITY'S RESPONSIEILITIES A4;01 PROJECT & SITE INFORMATION City, at its expense and Insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or,:if not readily available, may authorize Consultant to provide suChinformation as en Additional Service, eligible as a Reimbursable Expeise. A4.01-1 Surveys: Complete arid. accurate surveys of building sites, giving boundary dimensions, locations of existing structuros, the grades ',and linos 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. Miscellaneous Engineering Services [27 1 RFQ No, 1 3-004 Stantec Consulting Services, Inc. PROFESSIONAL •A4,01-2 S�il Borings, Geotechnical Testincr,:,Soil borings or -test pits;ohemiCalt.mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to.'01V.. A4.013. General Prbiadt Ihfdthl$tibri r0.90014,1 Project. Budget, :City and State guidelines, ferrns,forinets, and assistance reqUired establishing a 'prograrn :as per SeetiOnA202 AiL01-4 Udstirio Drawincs:: Drawings representing conditions at the time of original construction, subject to asbuilt availability. However, such 'drawings, if provided., are not warranted to repreSent conditions as of the date of receipt, Consultant MUStStill perforrnfield inVestigatioris as beceasarY in accordance with Section A2.01 to :obtain sufficient inferMeilento perform It SerViees. InveStigetive sarViceS.lin e)'<eett ullOrmal :13041.„(itertrents,".0Sdefined, Must be authorized Inedvanee. A401.5 Reliability The seNides, information, surveys and reports described :in AS,01A through A6.014 above;,shall be furnished at City's epense,. and Consultant.shall be entitled to rely upon the accuracy and :.completeness thereof, provided :Consultant has reviewed .Stkhinformation to detertnine if additional inferthation and/ortesting .is reqUireate.properly•dosigh the: Project; A4.02 :C.0N$TRUCTION MANAOEMP.IT A4,02.1 During ognotro:tiori, Consultant and the City Staff :06011 .0p§yrIo the responsibilities described in the eneraIconditions and supplementary conditions of the construction contract retatino: to review and approval of the construction work. by the:Contractor. A4..024 if City observes br otherwise becomes aware of any fouit Or detective Work in the Project, or other noncooforpinPo with the contract during cOnStrOctien, City ,shail ;give prompt notice thereof to :COnSUltant. Nripp40.-.699$ Clvil Evil-1900g §EiNie8 [28 kro No 1.:Z•1:8404 $tanteci.bonsuiting .8ervices, *Inc. PROFESSIONAL SERVICES AGREEMENT • SCHEDULE Al.. SUB -CONSUL ANTS FIRM NAME CONSULTING FIELD Curtis Ro.gers Design Studio Inc, andscape Architect Robayna & Associates,. Inc. , Land Surveying and Mapipng Niutting Engineers of Florida, Inc GeOtechnicei Engineering Taylor Engineering, Inc. StormWater Modeling SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION Ramon Castelia, P.E. Principal Daniel Grande', P.E. Project Manager Edward DVerak, P.E. Micnael Whelan, P.E. Guillermo Simon, P.E. ,Carlos Herclobia, P„.E. Project Engineer Diana Sudassassi, P.E. Senior Engineer Senior Engineer .,Seen Cornpel„.P.E. Senior Engineer Misd6fianeotis Civil Englilooring Services StantacOcinsultihd.SOMO6s, [29 j RFC) No. 12-13-004 ATTACHMENT B, - COMPENSATION ATTACHMENTgl COMPENSATION AND PAYMENTS ARTICLE B.1 METHOD OF COMPENSATION The .fees'for Professional Services for each Work Order shall be determined :by one. of the ;following. methods or e combination thereof„ at the Option of the, Director or designee,:with the coneent of the Consultant; a) A Lump sum (See Section b..) An Hourly Date, as defined B .f?.2 n Sectlr n and at the rates,set forth in Section, NOTE: The Lump Sum manner of -compensation is -the preferred .and primary form:of compensation. B=4 Ajl COMPENSATION LIiVIITS The. aggregate ;sum of all payrnents rfor fees and costs, rricludIng: reimbursable ekpensas, to the Consultant. payable by the City under this Agreement sh"all be limited to the amount specified in Sectjv t, 2,b3-1 "as the maxirrmm Compensation (limit for currrulative Texpenditures.;urtder th "s:Agreement.• Ungar r o. circumstances •wi11 the City ,have :any Liabilit•y for work,.perform;ed, or as otherwise may be :al•leged or claimed. by the Consultant beyond the cumulative amount provided herein, except where specifically approved' in accordance with. the City Code by the Clty Manager or City Commission as applicable as an increase to the Agreement and put.into effee via an Ati,endhient to thisAgreerner t `'B1.02 CONSULTANT NOT TO EXCEED Absent an. am"end it nt to "the Agreornent or to any apeciflc Work,. Order; ;any maximum dollar r r percentage amounts stated far"compensation shall not bex e ceeded: ln;the even"tthoY are so exceeded, the City skpll have no liability or responsibility for paying any amount of such excess, which will beat the. Consultant's own cost and` expense. ARTICLE 82 WAGE RATES B01 FEE. BASIS Alt fees. and compensation payable .under this Agreement. shall be formulated and based Upon the averages; of the certified Wage Rates that: hays'r.:ecoived'.and approved by the :Director: The. averages of said Certified Wage Rates are sunirnarizad in Schedule BI incorporated herein:by referenoe. 'Sand Wage Rates re the effeotive diroot hourly ratos, as approved by the City, of"ttte CbnsUltant "and Sub-C aonsultant amployees in the specified professions and lob categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation, B2oq EMPLOYEES AND JOSS CLASSIFICATIONS Sehedul:e B1 identifies the professions, job categories "i rid/or employees expected to b"e used during the terrn of this Agreement. `These include: architects, engineers,."landscape architects, professional interns,. designers. CA[i.l technicians, ;project managers, CIS and environmental specialists, specification writers; clerical/administrative support, and others.: engaged "into. Work,;; In determining. compensation "fora given Slope of Work, the City. reserves the right to 'recommend the "use of the Consultant employees at partioular Wage Rate levels, B2.03 MULTIPLIER, For Work assigned under this :Agreefn:ent, a ntuitiplier" of 2.9 shall apply to the Consultant's average hourly Wage Rates In calculating compensation payable by the City' Said muiti:piter"is intended to cover tile', Consultaht, employee benafits and the Consultant's profit and overhead, inoluding without liirnitation, 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 proj"e.ct. A copy of your firrb's Florida Department of Transportation (FPOT"): Lorraine E. Oderrm letter shall be subrmittod to Q1P upon; request for"review,. B204 CALC"ULATIO. N Said Wag% Rates :are to ;be utilized by the Consultent"iin calculating compensation payable for specific assignments and Work .Orders as requested by. the City. The Consultant. shall identify job classifications, 'Miscellaneous Civil Engineering Services Stantec Consulting Ser ioes,.[ne: 1301 RFQ No.1243-004 ATTACHMENT El —COMPENSATION available staff ,and projected man,hours required for the proper completion of tasks .andter ,groups tasks, _rri ilestones and deliverables:identified under the'Scepe of Work..OS exern piffled. in Sehedule A2. B2.05 EMPLOYEE BENEFITS_ ANP OVERHEAD Regardless of then:lathad of compensation elected herein, ioompensotiOn-peK by the City shall, via to Muttipher coVer.'ell th ponsultant. costs inctudingi without limitotion, employee fringe benefits (e.g. sick leave vacation, holiday, unemployment taxes,. retirement medical, insurance and unemployment beriefitS) and .an 'overhead factor. Failure. to comPiy With this section :shall because for cancellation of .this Agreement.. B2.06 ESCALATION There.Shell•be no eaCalatienelaUte as pad Of thisAgreement. \RTICLE.B3 COMPUTATION OF FEES AND COMPENSATION The City pay :the Cortsuitent, and .the: Contditenti,egreee toaccept for rvic.es rendef:a(.1 pursuant to this Agreement fees .computed by one or a combination of the methods outlined. above, as pplicOble, in the folloWipg Manner; B3.01 LUMP SUM:. Compensation for a -Scope of Work can bee Lump Sum and must be mutually agreed upon :in Writing by •the 'City and the Consultant :and stated in a .Work Order, :Whip ;SUM eornperiSatiOn is the preferred Method Of: co hiltion eatiort.. Lump l'SUM icornpensation Shall be calculated by the Consultant IUtiHZiPg the. :Wage Rates established herein., Prior to ittuingt Wor.R Order, the City may l'egOlte the Consultant to verifyor justify its requested Lump Sum 'compensation ,: Such verification shall present sufficient infermation as:depicted In :schedule A2: .81012 HOURLY RATE FEES 3.02-1 Hourly Rate Feet 'theft be those rates for the .Consultant and SOO'cOrle(ilferit employees identified in Schedule 51 Wage Rates. Ali hourly rate fee's Will Include a maximum not to exceed figure:, inclusive of aH costs expressed in the contract documents : The City :abet! have no iabihty for any fee Ott Or expense iabovethis figure.. B.ti2,42 Conditions for Use: Hourly Rate Fees shall'be usedonly in those, instances where the partiee agree that it is not pesSibie determine, deflne, .qtlentify,andior calculate the Corapiete nature:, atid/OtaepeetS, tasks ; man 41eurS, :or rhiretterfee for 0:15articuier project ,or portion: thereof et the Aline. Of Work Order lasuanCe.., Flotafiy Rate Fe6Smay be Utilized, for :Additional Work:. that is 'sirrllarly indeterminate., in such oases, the Dity will establish an Allowance in the Work Order that shaU serve as a •Nof to Exceed' Pee for the Work to be performed on an ifourly Pate basis. B3;03 _REIMBURSABLE EXPENSES Any feee: for :authorized ireimbursable expenses Shall not irielude..OhargeS for, the Consultant handling, office rent .or overhead -exper)$e*$, of any .kidcl,inoluding 1°101 le160h°°.°1-(1 1:*Y..°11-'°rg°'offloe °t1Ci drafting supplies, :depreciation. of equipment, -Orefeeelonaj, duet,, tObecriOtientj,-. ,repro("Ipotto• •pf orowirlos::and specifications Oboverthe quantities set forth In this ;,PAreementl mailing, stenographic, ciericar..or Other employees time for travel .and 'subsistence reimbursable services. shall be billed to the City :at diredt-cost expended by the 'Corigultant, City authorized :reproduetibriS in eXeeSS of sets reqUired at each phase of the 'Werk Will be a ReirribUrSablelExpenea, The City Will reimburse the Consultant fOr authorized Reimbursobjp. Expenses pororit to ihe,lf.mitdoos 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. , 133.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: r The design of additive and deductive alternates contemplated as part of the original Scope, for a Project as autherlied by the Director. Will be considered as part of Basle ServiceS. The -design of additive and , deduCtive alternates that are beyond the criglnal Scope of Work and construction bUdget.May be. billod to Miscellaneous :Civil Erigineerihd:Services $toriteti, QopsuitIng- services, Inc, [31 RFC/ No, 1.2-13-004 ATTACFIMENT'8 COMPENSATION 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, 03.05 FEES FOR ADOITIQNAL'SERVICES The: Co•nsultant they be authorized: to,perform Additional "Services for which edditional'co. mpensetion and/or Reimbursable Experises, as defined krthis Agreement under Sections B3: 75 acid B3.03 respectively; May be applicable, The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at: www, m iamioov.eomtcaoitallm provements/pages/ProcurernentOppor tunnies, 'Thewebpage also ,provides the procedures for cornpleting theseforms.:Failure to use theforrns or follow theprocedures Will result in the rejection of the Work Order Proposal,.. B3 d5.1 Determination Of Ego The compensation for such services will be one of the methods described herein; rnutuaily agreed upon Lump Sum; Hourly Rate with a :riot to Exceed Limit, 153,05-2 Procedure and Cotrnpliance •Ah independent and .detailed Notice to Proceed, and: an Arttehdme 1t to a specific Work Order, shall be required to.be issued and'signed by the Director for each additionai,.service requested by. the City:: the Notice to Proceed.wiil specify the fee for suoh seivice and upper,limit of the fee, rhich shall not he exceeded_; ,and shall comply With 'the City of Miami regulations, including the Purchasing Ordinance, the Consultants Competitive Negotiation Act, and other applioable Iaws:,- B3M5-3. Fee Limjtafions Any authorized corpensation for Additional •Services, :either professionial fees •:or reimbursable expenses, shall not Include 'additional charges for office rent or overhead expenses ,of any kind, inCiadjnoi local telephorie and utility charges; office and drafting' supplies, depreciation of equipment,. professional fdues, subscriptions, etc., reproduction Of drawings. •and :specifications,; making, stenographic, clerical,. or other employees :time or travel and 'subsiste.noe not directly, related to a project. For all reimbursable services and sub -consultant costs:, the Consultant will apply the multipii.er of or►e- (1,g) times the amount expended by the •Coria`ultaht. B3 (If PAYMENT EXCLUSIONS The Consultant shall net be compensated by the Ci•ty f•or revis(on$ a•nd/or modific•ati•ons' to• .drawings and •specifications, for extended construction administration, or for otherwork when such work is due to errors or omissions of.the Consultant as determined by the City. B307 FEES RESULTING FROM PROJECT SUSPENSION. If.a project is suspended; for the converitence of the Clty'for More than three months or terrrririated without any cause ih whale or in part, during any Phase, the Consultant shalt be paid for services duly authorized, performed prior to: suoh suspension or termination, togetherwith the cost of authorized reimbursable services end expenses then due; end ell appropriate, applicable, and documented expenses resulting: from such suspension or termination. If the Project is resumed after :having. been suspended for .more than ihree months; the ConSuitents•,fiirth.er-beMPensation shall be subject to reriegetietiohs. ARTICLE. B4 PAYMENTS TO'THE CONSULTANT B44•61 'PAYMENTS GENERALLY • Paymentsfor Basic Services may be requested monthly in proportion to .services perforrned during each Phase of the Work, The Sub Consuttant fees and Reimbursable :Expenses:shlall be billed to the Cityin the actual_amount. paid by the Corrsultar t. The Consultant shall utilize The City invoice Form which oah be found on the City'ss Webpage at wwvv.mlarnlgov.born/Cap,tallrnprovemerits%pactastProcuremehtO000rtun ities. •Failure to use the City Form wilt resultin rejection of the invoice, M'iscellanebus Glv l Engineering Services [32 l RFQ No:1243.VA 3tanteo•C nsultind:Services,-Inc.• ATTACHMENT a - COMPENSATION 154.020g cp.MpRHENStyassASic $gRv.10Et Por.fhose projppts and Work. Orders where comprehensive design services are:stipulated, said payments shall, in the 'aggregate, not exceed the -percentage- of: the estimated total:Baslo -Compensation indleated below for each Phase, B4.03BILLING HOURLY RATE inveices isubrnitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit Of eXpenditures. When services are authorized on en Hourly Rate heals, the.00nSUltant anal). submit for approval by the Director, a duly certified:invoice, giving natneS, claasffieation, .ealaryrato per hour, hours worked ane total -.charge for all personnel directly engaged on a project or task, To the sum thus Obtained, any authorized Reimbursable tervices.Costrnay be added: The Consultant :Shall attach to the!invoice all supporting data for payments:made to and incurred by -the Sub engaged On the PrOjed.: :n addition :to the itiVolee, the Consultant Shall,. for Hourly Rate eUtherizatiens, submit a progress report gving the percentage of .completion of the project:deVeldprrierit and thetetal.eatirnated fee tOCOM Option. . . 54.04 PAYMENT FOR ANDITIQNAI-::SERVICES & RilyispRsAKE.EXpeNga. Payment for Additicnal Servio.s:May be requested ment ly inproportion to:therservicee perform ed When •eibhserVices'are :authorized 'on an. Hourly: Rate basis, the Consultant shall submit kr approval by' . „ , . the Director,: a duly certified invoice, giving names, .classificatIon, salary rate per: hour,hours worked and total oharge for :all :personnel directly ,engaged on :;a project or task, TO: the '8Urn. thUs.,obtained, any authorized Reimbursable .',.Services Coot4rtoy be Adclod, The Consultant shall attach to the ir0010 all supporting datafor. payments made to or Costs ineurred by the SUIO-COriaOltaritS':erigagedon the project or tak. , In:addition to the -110:0co, trio 001p-opt:It shall, for lio:Litly Rate authorizations* subtrilt-eiprogress 'report giving the percentageof completion of the. Project development and the total -estim.atedfee to:completion. 54,044 Dar/001014S No -deductions shall be made from the Consultants compensation: on ..account .of liquidated darnages assessedagainat contractors or ether sums With held from •payrrienta to 06:ilitepotors ARTICLE B5 intmEiORSABLE EXPENSES: B5,61 GENERAL Reimbursable -:Expenses are -those:items .authorized by the 'City oUtsideef Or l'n. additien.th :the :Seopettif Work as Identified in the .Work Order (as Beale SeNiceS:.anotor Additional $erViceS)and consist tif.adtclet expendttures made by t1).6. Consultantand the .PdOpttarits' omployees the Sub Consultants, and the. 00O14,401).40orlsoftoo trtlhe interest of the Work for the purposes identified 'below,;.• :135'.011 Transportation Transportation shall notbe considered as reimbursable expenses under this -Agreement . . 85,e1-2 Travel:And Per Diem Travel and per:diem:expenses shall not be cOnsidered.as reirribUreable expenses. under this Agree:Merit, a5M1-3 Coitratrii0antni Ekpetla.es. Identifiable: corninUnicatien expenses approved bythe :Project Niptiagpt, long distance telephone, coUrierandexPresernall between ConSultant and Sub-donebitahth. 85.014 Reptedijetibit Photography Coat of printing reproduetion or photography beyorid that which 18 required by or of the Consultant to 'dellVer services, set fOrtb:in this Agreeinent All reimbursable expenses muStbe,accOMpanied by satisfactorydboorrientatiort. Miscellaneous Civil Engineering Services r3 3 Stantec ConsUlting Services, RFQ Na,.11-13-004 ArrACI-iNtElsrr B C MP 0)SATION 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 15aid by the construction COntraotor. 135.02 REIMBURSEMENTS TO THE SUB.CONSULTANTS Reirnbursable Sub.,ConsUltant'S expenses are limited to the items described above when the Sub- Constiltent agreement provides for reirnbursable expenses and when SuOh agreement has been previously approved in :Writing by the Director and subject to all .budgetary limitations .of the City and requirements of ARTICLE 55 herein, ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS GENERAL It Is understood that ail *Consultant agreements and/or work Orders for new work will inelikle the provision for the re -use of pions and specifications including construction drawings i 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 end without rebobtsefor such re4fse. Miscellaneous Civil Engineering Services [34J RFO No, 12-134)04: :5tantoo::Consultirig ATTACHMENT 13COMPENSATION ATTACHMENT B. - COMPENSATION SCHEDULE81 - WAGE RATES SUMMARY INDIVIDUAL NAME Rarnon Castello, P.E. Daniel Gtandal, P.E. . . Tracy Anderson, 0,E.?, • Edward Dvorak, P.E. -.Jeff Crews; Richard Wehlfarth GUM:et-trio Simon, P,E, K00.,Craig Michael Whelan, P.E. David Clarke, Carlos HerdOOla, Sean Compel; Heather Anesta, P.E.- Diana-SdsSaSsi, .P:E. 08Car,Robeyna, Paul ,Catledge denniferSikes Elena Rodrigciez Jessica Perez Eduardo Robaina Sean Gerber Marlon Medina, El Mustafa Albassam, El Earl Henry,: El Briar'.-.171oetrian Julio PersiVale AliCia Avila Daniel Hartke Fernando Vargas barillo.baicedo Aida M. Curtis, RLA Jennie Rogers-Rom-1001e, RLA. Tiffany Melton Rodri00 .Morates, ()Mar Rothan Kerrie Haesele Joe M. FOOS, 'PLS Pavel Crd*:dotlethdri,Carraliza 013 CLASSIFICATION Principal. NEGOTIATED HOURLY RATE PrOjectManeger Projeot.Eflglnee 'Senior Engineer Clerical ,CADD Technician EnoineerliV :intern SerilerErigineedng Technician Inspector Senior Landscape Architect LatidscaPe p.rchitect Landscape. Architect Intern CADD Clerical Additionally the City will pay: 1.,3 Man Crew Party Party Chief 1nStrurrient.Men Rod. Man Burdened Daily Rate ($944,00) Senior PSM Driller $77.00 $52.00 $58,30 $52.0O $13,00 $25.00 $31.00 $23.00 $23.00 $52.00 $34A4 $25.48 $25,00 $13.00 $42 03 $'15 00 HOURLY RATE (29 Multiplier Applied) 2. 4 Man Crew Party Party Chief instrument Man. Twq Rod Men (Burdened Daily Rate: $1177:29) Miscellaneous OW Engineering.Borvices p6I RFQ N6,1218-004 Starleci•iCOnsulting,SeryrceS, $223.30 $169.07 $150.80 $37.70 $72.60 $89:90 $65.70 $86,70 $150.80 $99,88 $7a.as $72.50 $3770. $121,z9 $48,60 CORPORATE RESOLUTION WHEREAS, Stantec Consulting SerVices, Inc., desires to enter Into a Professional Services Agreement ("Agreement") for Miscellaneous Civil Engineering Services with -the City of Miami ("City); WHEREAS, the Beard of Directors at a duly held corporate ,meting has bobsideted the matter in accordance With the By -Laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF .D1RECTORS Ithat this corporation is hereby authorized to enter into an Agreement with the City, and the Vice -President and Secretary are hereby authoriZed end directed to execute the Agreement in the name of this Corporation and to eXecute any other decurrients ,and perform any acts in connection therewith as may be requited to accomplish its purpose. IN WITNESS WHEREOF, thit ZZ, day Of eiaot 2014, Stantee Consulting Services, Inc. Rarnon Gastelia, P.E., LE D AP Vice President (Corporate .Seal) CERTIFICATE OF VOTE By unanimous written consent of the Board of Directors of Stantec Consulting Services Inc., dated June 8, 2006, it was yoted. that Ramon Cattella Vice President Jennifer Ai. Addison 'Secretory tiOrre OfficetyanplOyee of "[hi§ PgrTIPqnyiloP-cind hereby are 'authorized to execute a Contract in the name and on behalf'bf Said COMpany, relating .to the Professional Services Agreement for Miscellaneous Civil Engineering Services with the City of Miami and affix its corporate seal hereto; and such execution .0f any contract In this company's name on its behalf by such officer/employee(s) under seal of the company, shall be valid and binding upon this company I hereby certify that I am the Secretary of the above named company and That Ramon Castella and Jennifer A.J. Addison are the duly appointed employees of said company, and that the above vote has not been amended or rescinded and remains in full force and effeotas of the date of this certificate, Januory2.4,2014 Date dennifer•?6,1. Addison, Secretary tirpgrate Oettt orciLe Self CITY OF MIAMM DEPARTMENT OF -CAPITAL IMPROVEMENT PROGRAM PROFESSIONAL SERVICES AGREEMENT rice Category Miscellaneous Civil Engine contract. Type Miscellaneous Senficee Consultant SAS Engineering, Inc.... TABLE OF CONTENTS ARTICLE. 1 I EFINITIONS .:4xr44,X4N .Y}xY ,,. • . ..,} • ARTICLE2 GENIAL CONDITIONS ,,}.i w•.,x., . , x„rxX 'X, Yx•rXxYX• 4fY..x.;w4 44.YY•}• . , x. •„x.•";6 201 TERM' 2.02 • SCOPE OP sERViCESYN ARTICLE ,; ,F,C7RIViANCE.x ,.wx«w.xxn NwYffxX Y tw,,,fY. :S xv .: • 3:w01 ` • PERFORMANCE AND :DELEGATION .,,.a ,.,, ., .... „, , , , ,,,,;,,, , r, 342 REMOVAL OF L SATI FACTOI'RY PERSONNEL,;,,,. ,03 CON ULTANT KEY SSTA#P , „r , , 7 ;04 TINIE•POR PEI I+OFtMANCE ,>., x,,„ , „ ,,, AATICL '.4 SUB-OONSLILTANTS ,,:. N }.r,xrXx FNw,. ,w .: „ .:.... 4•01 GENERAL .....::.:. ...:.,: •w. ,,..: 4:02 SIJB•CONSULTANTR LATION HIPSrr ,. 4.03 CHAN+ E$ TO UB-CONS"ULTANT' ,,,r, , A.RTICLE_5 DEFAULT w.•tw•.; wt ., xX:, xr•rtxwxx . xXx«XN.,,;�f:fx , ,X}r„Y 8 S.(11 GENERAL r,„ ,..,u,....., , .,.}•r,a. .. :....... ..a rr,x... 5.02 I✓ONDITIONS OP DEFAULT 5,03 TIME TO CURE`DEFAUL T, FORCE MAJEuRE,.,_ ARTICLE T'ERMINATION OF A+ REEMENT x},Nw,x:,: rx.rx , C,01 . : -- ',CITY'S RIGHT TO TERMINATE;;;. r . ,,,.r,: ,},•,..,..', „..... „ , ,r:, ,,.:; • 02 ,CONSULTANT'S RIGHT TO TERMINAT ; •.. ,N.,, , ; ...... ; a,,,.:: 6.03 T RMINATION: DUE TO.• UNDI GL..0, Et) Lt 9tiYIS ' OR AUENT..„, „ r , ,., ",,,a,>;; • AIITICFI4E 7 DOCUMENTS ANL) RRECORDS,�": X „r, ::,.}N,, 7.01-OWNERSHIP OF DOCUMENTS ...:........: Y .,,.,. , .}. , x.,, ,,,. ,,...:. ": 7NO2 .'DELIVERY UPON REQUEST OR ANCELLATION ...,..,; , 0 7.04 • NONDISCLOSURE . „... ; , ,,:. „ ,,, , , , ,. •: iI"0 7.05 MAINTENANCE.OF REC•R0S. ............................. , ARTICLES INOEMNIFICATI0N ,N,X , ., ! , irrr, ,va. ARATICLE.. NSU II NQEN ,afa,. ,. •t;,xM Y,•ax » .xfi,x,..„ .7:06 COMPANIES PROVIDING CO►VERAGE,,,;; ,,,,, ,,; rr,, , },} , .,. .4444 7.t?7 1JERIFI AT.IO�I CIS IN U ANCI= CC?VEI AC,E..,. «;ar,,, „ „. ..,: ,} ,.. 7w03 FORMA C?F #01tIwiAGE: 5.ii4 IVIb 1F ATICIUS TO CUVE# A E „ , AR ICLE 1D MVI1 SCELLANE0US xN„},:: ,, ,..,X. r, , x,, ,u .,«xrY w ;, ,,,x •.:....... . . .: 7}00 AUDIT R IGHTS',, ,r :. ... ., ,.,.,, ,.,.,; , r.,. , .,,: .10 ENTIRE AGREEMENT ,ra . , .„• • . 7;1,11 SUCCE 50RS' AND•ASSI$NS . ,, •,,, 7A2TRUTH.IN,NEC TIATIONCERTIFICATE ,,.•, •},,;;,, ,,,,, ,,; ,, „ .<„>„ ...x,,, .,,,,,:13 7w13 APPLICABLE LAIN AND VENUE OF LITIGATION, . „ , .:<> ,..,,...:. , ,ar. , r. , „ . ,,,; ,.,,,,,r..13 V wx f• ... <1.1 7,13 MEL1IATLON ^ WAIVER OF JUR `TRIAL . ..... ... . ... .....'r „ s..,.,. 1 7,20 COMPLIANCE WITH LAWS , . ,« 14 7,21 NO PARTNERSHIP. , .,15 Page 1 } '• . t • .R S 4. n Y}k k dd 4t N tY() Ai-YY RYX fi W,, iY q WY • Ai,01 . DEVELOPI+iiENT OF OBJEG IES. •21 A2.02 ANALYTICAL REVIEW... ..,. r ., .: .,.rr21 A2.03 • !SCHEMATIC . .21 A2,04 DESIGN I7EVEL0PMENT �.,.. ..5. ..,.r ,.22. A2.05 CONSTRUCTION DOCUMENTS ZZ. '• A2.01i BIID.DING AND AWARD OF.CONTRACT •ee :, t.e.. • A2,07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 24 ARTICLE A3 ADDITIONAL $ERV10ES r. 27 A3,01- GENERAL, • eltiO, A3t02 EXAMPLES .•• 27 A; ,03 .'ADDITIONAL DESIGN F •, .• ... • 27 •xi ARTICLE A4 CITY' R SPONSIBILITIES.i....k..... .,,. ,.r.•.r.. k :....r...r. 2T A4,01 PROJECT &'SIT# INF'ORMATI N .k. A4.02. CONSTRUCTION MANAGEMENT .20 SCHEDULE Aryl "SUJ Ct NSULTANTS••• •• 295 SCHEDULE A2 KE SSTA ! axt • • •..t,• 2Y9. ATTACHMENT MEN COMPENSATION MD PAYMENTS. 30 ARTICLE 8.1 :METHOD QF`COMPENSATION,,: ,...... , ,. „ ...,.,. ,,.. r.Ja.,i.::, 30 B1.02 CONSULTANT NOT TO,EXCEED ..... J.30 ARTICLE E2 WAGE• RATES ,.. 0 B2.01 FEE BASIS B 8Q 82.02: EMPLOYEES AND JOCLASSIFICATIONS .t,.s ...., •TABI_ OF CONTENTS (CONTINUEp) • 7.22 DISCRETION QF DIRECTOR . .i4 . , ,1:5 7.23 RESOLUTION OF.CONTRACT DISPUTES: .16 7424 INDEPENDENT CO TRACTOR: tt.,r „f 15: ATTACHMENT A SCOPE OF•WbRK it ,..,,.. ,.J0 • ARTICLE Al • EN•ERAL...,i.a: ..... , ,.,r „ + ......, •...r . r„{=. ..... 4<, ; ,rk...,t20 . . A1.01 SCOPE OF SERVICES »» 20 ARTICLE A2 BASIC SBRVICES. tx#. 20 B2,06 EMPLOYEE ENEFITS AND OVERHEAD 3T 82116 . ESCALATION'•xf .4.. ..e 31 ARTICLE 83 COMPUTATION :OF FEES ANO CCIIUIPENSATIIJAI „.,......: 31 B3k01 LUMP SIJM 83.02 HOURLY RATE FEES.,,,, z. F <, 83,03 REIMBURSABLEEXPENSES,r .,..r ,, •.•.w, B3.04 FBES` OR Al it iTIV ,or DEDUCTIVE .ALTERNATES 833,0S FEES. FOR ADDITIONAL SERVICES. „• , , Y E,.kk r+.., r. ,r,.;32 83,06 PAYMENT EXCLUSIONS.... • 62 83,07 • FEES RESULTING FROM P OJECT SUSPENSION ...:::•......• ,..r;• „ ,...... .., . 4 ...32 ARTICLE B4 PAYMENTS TO THE CONSULTANT 32 B4,01 PAYMENTS GENERAL# Y. D4.02 FOR COMPREHENSIVE. BASK SI RVICE 33 84.0$ BILLING — HOURLY RATE .t..; ,4< .:, 33 :. E4.04 PAYMENT .FOR" ADDITIONALSERVICES & I: tEItU1811RSABLE 84.041 DEDUCTIONS 33 ARTICLE BS,REIMBURSABLE .EXPENSES 33 85.01 'GENERAL , , 4.... .•. .33 85.02 REIM8URSEMViENT a'TO THE SUB C1 NSUI_TANTS.4...t..k ... 4.4.> 34 ;ARTICLE BS C0j 'EI SATION FOR REUSE OF PLANS AND SPECIFICATIONS 86.01 GENERAL _ � SCHEDULE 81 ..W.AGE RATES 51JMMARY .<,..., MiscelleneOUs Civil Enginf SR8 Engineering, Ina. ing Services: t2 I RFQ No. 12-13.004 gory Contract Type Consultant Consultant Offioe Location. City Authorization CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Miscellaneous Civil, Engineering Services (RFQ No, 12-13-004) Miscellaneous Services SRS:Engineering, Inc,. 5001 SW 74thCourt, Suite 201, Mami FL 3S155 Section 18-85 THIS AGREEMENT made;this / day of in the year 2014 by and between THE CITE' OF MIAMI, FLORIDA, hereinafter called the "City;" and SR S Engineering, i;no.-,-hereinaftercalled theConsul RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 12-13-004 on Novernber 10, 2012, for the provision of Miscellaneous Civil Engineering Services ("S 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 "Salidtation . Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein, WITNSSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows; :Mtscelieneeu8 Civil Enrjl Bering Services '$R$ Englneering, Inc, 13 i RFCNe.12-1 -004 ARTICLE"II DEFINITIONS` PROFrSSIoNAI»SERVICES AGREEMENT 1,01 Additional Services means any Work defined as such in a Work Ord Florida Statutes and City Code;: 1,q2 Atteciarr tints Means the Attachments to this Agreement and made a part of this Agreement as if`set forth in tuff.'' 1.03 Rase P,ae :means the amount of'compensatiort mut Services. securedin compliance with e expressly °incorporated by reference I agreed' upon for the completion .of Basic 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.. 1.05 City Manager rneans`the duly appointed chief administrative officer of the City of Miami, 1.07 : City Or Owner means the City of Miami, Florida:, a Florida rnunicipal corporation, the public agency which is a party hereto arid for which this Agreement` is to be iperformed, In all respedts hereunder, the ' City's perforrnance is pursuant to the City's position as the Owner of the Project in: the event the City exercises its regulatory authority as a•governrrrentaf body, the exercise of such regulatory authority and the enforcement of any rules regulations, codes, laws and ordinances shall be deemed to have occurred ptirsuarit`to the City's"-authority as a governrriental bcldy`and"suit rrcit lac attrib'utable'in"any mannei to'ihe ' City as :a party to this ;Agreement. The City of Miarri shall be referred to. 'herein as "City", For the purposes.of this Agreement, "City" without rnodification Shall mean the' City Manager. 1,08 Conimunity Business Enterprise ("CB:") means a business that has registered with the relevant Miami -Dade County agencies to corripete for County consulting contracts and has declared, by registration for:statistinal purposes, to be a CBE 1.09 Consultant means the individual; partnership, corporation, >association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means an Individual, partnership, curporatio'n, association, joint venture, Or any combination thereof,, which has entered Into a contract With the City for construction of City facilities and incidentals thereto. 1.11 Director "leans the Director of the .City. Departrrf ent designated,: herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital,improvements Program or designee, 1.12 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: 1.13 Notice To Proceed means same as "Authorization to Proceed.' A duty authorized written letter or' directive issued by the Director er Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work: on the Project. 1.14 Project fi anajei means an emnployeo or representative of the City assigned by the Director to ;manage and monitor Work to .be performed under this Agreernent and the construction of a project as a direct representative of the City. t.15 Project means the construction,, alteration and/or repair, and all services and incidentals thereto; :. City facility as contemplated and budgeted by the City. The Project or Projects shalt be further deffried • in the Scope Of Services and�or Work Order issued pursuant to this Agreement. 1.16 P.rofossfonai Service :moans 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 •M'rscellar eons 010 Engineering Services 14 SP.S Engineering, Inc, RFQNo. i2-1-O04 PROFESSIOfA the 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 'professidnal services", as applicable, which are within this definition, 1,17 Risk Administrator means the City's Risk Management Administrator, or individual. named by the City Manager to administer matters relating to insurance. City. I A a Scope of Services or Services means.? corriprehenstve description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project Oran assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion; 1.10 Su'bWconsultwrxt means a person or organization of properly registered professional architects, engineers, registered surveyor or r capper, and/or other professional specialty that has entered into a written agreementwith the Consultant to furnish specified professional services' for a Projector task; 1,20 Wage Rates means the effectivedirect expense to the Cortsuitant-and/or the.Sub Consultant, On an horsily rate basis, for emmiployees in the specified ,professions and job categories assigned to provide services Under this Agieententthat justify and form the basis far professional fees regardless of actual: manner of compensation. designee, or the riskof toss for the 1.21 Work means all service; Consultant. toriels and:equiprrient provided by/or under this Agree nt with the 1.22 Work Order means a document internal to the City of specific professional services for a defined Project or Projects. 1,23 Work Order Proposal means a document prepared by the Consultant, at the request of the Clity for Services to be provided by the Consultant on a specific phase of a Project, 1.24 Professional Services Agreeb eht ("Agreement" .or: s°PSI") means this Agreement and all attachments and any authorizedamendments thereto. In the event of a. conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control. In the event of any conflict between the The. Consultant's response to the RFQ, this PSA will control. in the event of any conflict between this PSA arid its attachments this PSA wilt control; Miscellaneous lull Engineering Services <SRS Engineering, ;Inc. authorizing the performance RFQ No.12-13-004 PROFS ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be for two (2) Years commencing on the effective date hereof. The City, by action of the City Manager, shall have the option to extend the tern) for two (2) additional periods of one,.(1). yeareach, subject to. continued.. satisfactory performance as de'terminod py ,the Director, Arid the availability and appropriation of funds. city Commission authorization of this ;Agreement includes delegation of authority to the City Manager to adrriinistrativoly approve said extensions provided that the compensation 'nits set forth in 2.04 are not exceeded:_ ;2.0'i.1 Extension of Expiration Date StoNAL S VICES AGRSEMFNT In the event the Consultant is engaged in any Prejaet(s) on the Agreement expiration • date, then this Agreement shall remain in effect until coriipietion Or termination of said. Proje.ot(s), .1)16 new Work Drders shall be issued after the expiration date. 2.02 SCOPE OF SERVICES The Consultantagrees to provide the Services. as specifically described and under the special terms and ccsnditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part •of this Agreemeit, 2:03 CONii?ENLSATION The amount Of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates end schedules established in Attachment. E hereto, which by this reference is. incorporated into this Agreerrient; provided, however, that in no event shall the amount of compensation` exceed five 'hundred thousand dollars .($500,000.00) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City •Commission and put into -effect by written arnertdnent to this Agreement. The. City may, at its sole discretion use other compensation methodologies. The City shall not )lave any liability nor will the Consultant have any recourse against the City for any cornpensatiori, payment, reimbursable expenditure, cost or charge: beyond the compensation limits Of this Agreement, es it may be amended from time to time; 2.0342 Payments ))Wiese otherwise specifically provided in .Attachment B,. payment shall be made in-aocardance with Florida Statute Chapter 218, Part Vil, Local Government Prompt Payment.Act, after receipt of the Consultants invoice, which shall be accompanied by sufficient supporting :documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 218:72, FIa, Stat., and to allow proper audit Of expenditures, should the City require One to be performed, if the Cdrisuitant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be-subrnitted. in accordance with Section 112.061, Fioride Statutes.The .Consultant shall. utilize Attachment "C" forthe subrnissionof Invoices; 2.04 COMMUNITY BUSINESS ENTERPRI' Pursuant to City Code Si following CBE participation ;tiara wquire Assign a minimum of fiftoeri per certified by•Miarni-Dania county as (°' CBE ") PARTICIPATION REQUIREMENTS Il Proposers must per Ordinance adhere to the nit (15%) of the contract value to firms Community Business Enterprise ('OBE'). ;) Place a specific emphasis on utilizing localf.s munioipal<bour daries . ARTICLE ;3 PERFORMANCE Miscellaneous Civil Engineering Services SRS Engirtoering, inc.: urgently 13usmesses from: within the city RFr;! No.12a18-004 PROFESSIQ1xIAL SERV1 3,01 P RFORMANC1r 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 shalt not be construed as constituting an agreement between the City end Said. other person orfin t. .0.2 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make' written request to the Consultant for the prompt rernov l and replacernei cif any ,personnel employed or retained by the :Consultant, •or any Sub -Consultants or uboontractor$,-.or any personnei of any such Sub -Consultants or -sub-oontractors engaged by the ponsu tart to provide and perform services or Work pursuant to the requirements of this Agreement, The Consultant shall respond to the Clty within fourteen (.14) •calendar days of,tecsipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur, All decisions involving personnel will be Made by the Consultant. Such request •shall.solely relate to said employees •working under this Agreement. 3 I03 CONSULTANT K?.STAF 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 "te as "Key Stafi"t The Consultant shall ensure that Key :Staff pre available for Work hereunder as long as ,said Key Staff Is in the Consultant's employ. The Consultant wfil obtain prior written acceptance of Director or designee to Change:Key Staff. The Consultant shall provide Director, or designee with such information as necessary to determine the suitability cif proposed new Key Staffs Director will act .reasgnably,.rn.evaluatrna KayStaff ., qua llfoations. pct aoceptanoesjiall not constitute.ariy..responsilillity.....;:. or liability for the individual ability to perform. 3,04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder. upon receipt of a Notice :to Proceed issued by the Director and to complete each assignment •, task or :phase within the time stipulated in the Notice to Proceed. Time Is of the essence with respect to • performance of this Agreerrtent. A reasonable extension of the time for completion of various .assignments, tasks.or phases may he •granted. by the City shou'td there be a delay on the part of the Clty in fulfilling its obligations under this :Agreement as stated herein. Such extension of time shall not be pauselor any claim by the Consultant for extra oorripensatlon. ARTICLE 4 . SUB.CONSULTANTS A.t31 GENERAL 4..04,4 A Sub Consultant, -as defined in .Article `1,18 is `a frrrn That was identified at part.of the consulting team in' the competitive selection process by which the Consultant was chosen to perform - the services undert is Agreement, and as such is identified 'and listed', in Schedule Al attached hereto and incorporated by reference. A04 2 A Specialty Sub -Consultant is a person or •organization that has, with the oonsant of the • Director, entered into e written agrecitient With the Consultant tca furnish' unlgue:and/or Specialized professional •services necessary fora• project or; task described .'under Additional Services,• . Such :Specialty Sub -Consultant shall be in addition {ho se. ose identified Sc in hedue A1. 4,02 SUB -CONSULTANT RELATIONSHIPS ,02� i All services provided by :the -Sub Consultants Shall 1* performed purs Gant to approptiato written agreements between the.Consultarit and the Sub -Consultants, wh"rch .shalt contain provisi:ans • :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 relatiorshtp. between the City and the Sub -Consultants. The Consultant aokrowledges that theSub-Consultants: aid entirely under his direction, ooc trot, supervision; retention and/or discharge.. - 4.b .cI3ANpES TO SUE -CONSULTANTS Mtscetlaneouc Civil Engineering Services SRS Enginecithg,Inc. 1FQ No,12-'1 -004 PROEE8SIONAL SERVI The Consultant shall not add, Modify, or change" any Sub -Consultant listed In Schedule Ai Without prior Written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. tL TICLi✓ 5 -E FAULT •$.0 GENERAL. If the Cpneultant:fails to 'comply with any term or condition of this Agreement," rarfails to perforrn any of its obligations hereunder, then the Consuttarrt shall .be in default. tlpon °the: occurrence of a default hereunder the City,,in addition to all remedies available to"it by.Iaw, may immediately, Upon written notice • to the iQbrietiltarit. terminate this Agreement Whereupon all payments, advances, or other cohipensatian paid by the City to the Consultant while the Consultant was in default shall be imrriediately retur'..ned to the City.•The "Consultant understands and agrees that terminatlonof this Agreement under this seotion shall not release" the Consultant from; any robligation 'aocruing,priortothe effective date of termination, In the event t f termination due to default, in addition to the foregoing, the Consultant shell be liable to the City for all expenses "incurred by the City in preparing and negotiating this Agreement, as well teen costs and expenses incurred by the ',City in the re -procurement of the Services, including consequential and incidental damages. "in the event of Default, file City m. ay aiso suspend or withheld reimbUrsenients front the Consultant until such; time as the actions giving rise to default have ,been cured .5.02 foONDrriatis OF DEFAULT • A finding of Default, arid subsequent termination for cause May include, without:li S,O2-1 The Consuitatit fells to Obtain Or maintain the Iicensure, insurance or bonding herein required. 5,Q2 2 The ConsUltapt fails to: comply, lr .a substantial or material sense, With under •this :Agreement, with any terms or conditions set.forth in this Agreement or Ir= has with the City, beyond the specified period allowed to cure such default. ny of its duties it agreement It 5.02.3 The Consultant fails to commence the Services within the time provided or contemplated herein, orfails tp complete.the •Work in a timely manner as required by this Agreerent. .03 TIME TO CURE DEFAULT;.: FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant es to a finding of default, :and the Consultant shall take all necessary action tc ;curd said default'within time stipulated in said notice, after which time the City may terminate the Agreement. The City at its "sole discretion, may allow additional days to perform any reHired cure If the Consultant provides Written justlfloation deemed. reasonably sufficient, if the Default has not been corrected by the Consultant within the time 'specified the Agreement shall be automatically terminated on the"last day of the"tirre stipulated in said notice, without the necessity of an`y further action by the City. Should any Stich failure on the; part of the Consultant be due to a condition of Force IVlajeure as that town ''is interpreted Under Florida IaW, 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 The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason;. upon "ten (JO) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including allelectronlc,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 inaccordance with provisions of Attachment B, provided that said.documeftation is turned over to :Director or designee within ten.(` 0) business days of termination. Fallure "td tirriely deliver the documentation shall be "saute. to withhold any payments due without reoouree by the 'Consultant Until all documentation is delivered to the Director or designee: 6.01 CITYS RI HT TO EM/MAT ofesslonal':enrgineerin. Miscellaneous Civil Engtneerirfg Se SRS Engineering, Trio. E0 I 'RFC} No, 12-13=004 PROFESSIONAL SERVICES AGREEMENT G,01-1 The Consultant shall have no recourse or reniadyfrom;anyte;rmination made by the City. except to retain the fees, and allowable costs or reimbursable expenses ,earned comper sation for the :Services that was .performed in complete compliance with the Agreement, as full .and final settlement of any claim, action, demand, cost, charge -ar entitlement it may have, or will, have against the City, its- officials or ernpleyeas. 64COM$ULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminatsthis agreement, -in writing, following breach by. the City,if breach of contract has hot been corrected within sixty (60) days from the date of the City's receipt of a Written staternent from the Consultant specifying its breach of its duties; under this Agreement. 6M 3 1 ERMINiATION _DUE TO UNDISCLOSED LOBBYIST t l AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bone fide employee working solely for the Consultant to solicit or secure this Agreement and that he or sine has not paid or agreed to `pay ariy person, ocmpany, corporation, 'individual ar firm other than a bona fide ernploype working solely for the: Consultant any fee, commission, percentage, 'gift, or other consideration contingent uponor 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 end, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, cormission, percentage, gift, or consideration. ARTICLE 7 :.DOCUMENTS AND ReCORDS 7.01 OWNERSHIP OF.DOCUMENTS .All tracings, plans, drawings, specifications, Maps, computer flies, andfor reports prepared or obtained under this Agreement, 'as weft as all data collected, together with summaries: and charts derived there from, including all electronic digital copies will be considered works made for hire an will,`based on incremental transfer wherein the above shall become the property of the City Upon payments rile to the Consultant orterminatian of the;Agreement without restriction or limitation on their e, and will be made available, on request, to the City at any time; during the parformance of sus uch services arrdlor upent , completion or termination of this Agreement The Consultant shall riot copyright_ any material ,and products or'patent any.,nventian developed under this Agreement. The City shelf have the rghtto visit the site for inspection Of ;the work and the products of the Consultant et any time,.The •Consultant shall be ,permitted to retain copies, including reproducible copies, :sofely for information and reference it connection with the City's use and. occupancy of the Project 7.02 DELIVERY UPON REQUEST OR>CANCOLLATION Failure of the Consultant to •prOrnptly dative, ail scion documents, both hard copy :and digital, to the I7ircotor or dasignee'within ten fib) days of cancellation, or within teri .request by the, City, shall be just cause for the City to Withhold payment.of ,:any fees.due tie Consultant until the 'C onsultant -dark/ere _all s+acii ttocunients. Thu Gansultant shall have ho reoou so. frortl these: requirements; 7.03 RE,US .1'3Y CIT 1" : i't is understood that all Consultant agreements and/or'Vllork Orders for clew work Will include the provislor ,,for the reuse of plans and specifications, including construction draWirige, at. the'sCity`of le option, and by virtue of signing this'agreern'ent the Consultant "agrees to such re -use in accordance with this provision without the necessity` of further:approvata, norrtpetisationx -fees Or docurrrents being. required -and without recourse for sueh re,usa..Tlhe Consultant •witi not be liable for re;use by.the City cif;plans, docurnorrts sttudies,_or other data for any purpose other than that intended. by the terrhs and: conditions of this Agreer enL 7 04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees net to divulge, furnish ,or Make •available to any third person, firm or organization, Without Director ar designee's prior written consent, or uniess incident to the proper 'performance of the Consultant`s obligations hereunder, ar in the co•u•rse of judicial or legislative Miscolianoous Givii Engirteerlrrg Services SRS Engineering,. ins.. RFQ No,12-f 004 PROFESSIONAL SERVICES AGREEMENT proceedings where- scion information ties been properly subpoenaed, any "non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shell require all; of its employees, agents, Sub -Consultants, and subcontractors to comply With the provisions of this. paragraph, 7,05 MAINTENANCE OF RECORDS The Consultant `will 'keep adequate records and supporting documentation, which concern or reflect its ',services hereunder. Records subject tothe proves€ons of -the Public ,Records •Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwfse, the records acid m docuentation Will be retained. by the Consultant for a rn€nirnum 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 er repre.sentatves of the City, shell have the right to audit, lnspeat, arid copy ail 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 that ordinarily 'and necessarily would be required by the City to perform this service; (2) provide the, nubile With. access to;:Public ;;records ,On the' same terms end conditions as the .City would at the cost provided by Chapter 119, Florida Statutes, or es: otherwise provided by law, 3) ensure that ,public records that are exempt or confidential and exempt from disclosure are not •disclosed except'as authorized by law; (4) meet ail requirements for retaining public records and. .transfer.:.,, at no .cost .to <the.Cityaii...publio..records.aln„ Its:.possession� upon=termrnetion ot'. this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; () All electronically stored public records must be provided to tte. City In a forriiat compatible with the City.'s information technology systems, 119,0701 Contracts; public records„ — CO For purposes of this section, the term; (a) "Contractor" means an individual, partnership, corporation, or business entity that enters Into a contract for services with a public agency and is acting on behalf of the pUbiio agency as provided under s.119.011(2)a (b) 'Public agency' meahs a state, county,district, authority, or municipal officer, or department, division,`board, bureau, cotnrnission, or other separate unit of governor ent created or: established by law: (2) In addition to other contract requirements' provided by law, each public agency. contractfor seMces. must include a provision that requires the contractor to complywith public records laws, specifically to; (a) ,beep and maintain public,records that ordinarily and necessarily Would be required by the public agency in order to perform the service:' (b) Provide the public with access to: publicrecords on the same terrris and oonditions'that the public agency would provide the records and :at a cost; that does not exceed the cost PProvide:d ire this chapter or as othervvise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from. public r disclosure requirements are not disclosed except as authorized by law. ords • (d) Meet all .requirements for retaining public records and transfer,, at no coat, to the public agency ail public records in possession of the contractor upon termination of tile contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information .'technology systems Of -the public= agency: (3) If.a contractor does not comply with a 'public records re q contract provisions in accordance with the contract. Miscellaneous Civil Engineering ServMes [1t l; • SRS Engincoring, env, be public agency siiafl enforce the RFQ.No. r41iiCI�E > NbEMNIFICATJoN Pr t7FESSIONAL'SERVIGES AGREEMENT The Consultant shall indemnify, defend, saveand hold hsr less the City and its of'Iciais, empioyees and .agents (collectively referred to as "ir demnitees") and each of them from and against all Moss,. costs, penalties, fines, damages cla r s,:expenses (including attorneys fees) or liabilities (collectively .. i referred to as "Ilabilities") arising nut Of or resulting from or in connection with (1) the 'performance or non-performance of the duties, responsibilities, : standards, services; supplies, materials and equipment contemplated by this Agreement which is directly or indirectly caused, ;in whole or in part, by any act,. omission, default, professional errors or omissions, Or negligence (whether active or passive) of CONSULTANT or its employees, agents,•or sub consultants (collectively referred to as '"Indeerrinifyiri'g parties � regardless of whether it is, or is alleged tra be; caused in whale or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or -negligence (whether active or' passive) of the indemnifying .Parties or indernnitees, or -any `:of them:;. ar (11) the: . failures of. the CONSULTANT to :comply with any of the provisions herein, or `(iii) the failure of the CONSULTANT:, or the lndemt itees, if applicable, to conform to statutes, ordinances, rrules,b;or_ other regulations t r requirements-:af any federal, state, county; or city governn erital authority ,Pr. agency, special'district or state school, in: connection with the granting , approVing`or perforrnanco.or this Agreement, or any Amendrnent to this:Agr•eement, or any.actrons or:challe'nges that may arise: cut of this Agreorrtent, as amended, by, as due to alleged failure to comply with any applicable procurementrequiremerits or similar lirnitations"'imposed,`one. such' agreements b'j law, CONSULTANT . expressly agrees to lnder'nify and hold harmless the indemnitees, or any of there, from and against .all liabilities which may be asserted by.en employee: or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT'S liability to ouch employee or former employe would otherwisebe limited to payments under state Worker's Compensation or sir`nllar laws. This section shall .be interpreted and construed iri a .manner to comply with any applicable Florida Statutes,iincluding, without lirrritation, Sections Version A.:72,5,06 and 725.08, F.5., if :applicable.-Soverability shall apply to each sentence of this section. This Indemnification 'shall urvvive the. Cancellation or expiration of the Agreement, The Consultant shall require all Sub .Consultant agreements to include a provision that they will indemnify the City.' The Consultant, agrees and recognizes that the City shall not be held liable or responsible for "any claims which may result from .any actions or omissions of the CONSULTANT in which the City participated either through review or concurrence of the Consultant's actions, in. reviewing,approvinlg or rejecting any.submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability: of the Consultant or Sub Consultant under this Agreement. Ten dollars($1t1) 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 ,hot start: Services cinder .this Agreement until the Consultant has Obtained.all. insurance required hereunder and the City's Risk Manager. has approved such insurance. .1t1 COMPANIES PROVIDINGCOVERAGE.: 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 res[dont agent ind be rated st least A(X), as- per A.M.-Best Comp'any's Key; Rating Guide, latest edition: ,p VBRtFiCATION OF 1Nsur,zAott COVERAGE. The Cor suttant shall furnish certificates of lhatiraneateto the Risk Administrator for review and appra, prior to the ea enutlon of this Agreernerit. The. Certificates 'shall clearly indicate that the Consultant has Miscellaneous Civil En SRS Engineering, Inc, ering :Cervices RFC). No:, t218»004 obtained, insurance of the type, amount and classification required by these provisions, in excess .of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of :the change, The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Administrator with in ten (10)'days of written request. 9,03 FORMS OF COVERAGE 8 03.1 COMMERCIAL GENERAL••LIABILITY° ANP. AUTOMOBILE LIABILITY' The- Consultant shell maintain commereial general liability coverage with limits of at least $1,000,000 per docurrerice, $ ,000,0i)0; aggregate for bodily injury andproperly damage. The coverage shaii include. Premises and Operations, Contingent and.Contractuai Liability, and•`Products an0 Completed Operations, Withadditional endorsements as applicable. The coverage.sheil be written ona primary. and non contributory -basis with the City listed as eh additional insured as'.reflected by endorsen'ient: CO,..010 11135 •or its equivalence. Notice of canoellatlon •should read ;(30) days! (10) days for nonpayment., g.03="2 BUSIN BS AUTOM(;kBILE The: Consultant shall provide businessautornobile:liabiiity coverage: inesluding coverage for all owned, hired and non owned autos with a minm imal cobined single firrtit of $1,000,000 naming the'City as an ttdifidife "'inns erred"with"re`spect'tn !rile cove;rake,°'t 'rstise':ct caneeli'ation should read'(30): days/`(10) clsya far norrpeyrrtert: 9,03.3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall .maintain Professional Liability insurance :inoluding Errors end Omissions coverage In the ttlinirriurn amount of $1,000,000 per claim, $1,0O0,00ti aggregate providing for all sums whloh the •consultant shall be legailyobligated to pay as damages for claims'arising out of the services performed by the Consultant or arty person employed by the Consultant in cortneotion with: this. Agreement.This insurance shall be mainteined for at. least; one year after oo rplotion of iha •construction and acceptance of an y project covered ;kty this Agreement., • ,t?3.4 t+iGRRI ER'S OMPENSATION INSURANCE Consultant shaii maintain Worker's Compensation insurance com{?lianoe with Florida Statutes,: Chapter .440; es amended, and ' mployee's Liability with a Minimum limit of $500,000 each occurrence;. SUB»C 3NSULTANT CON1PLIANCE: The . Consultant shall ensure .. that. requirements. 9M4 M DIFICATIONS TO CO /F0403E The Risk Adniinfistr`ator or his/her authorized designee reserves the rightto require modifications, increases, or changes In the required insurance. tequirarrionts,;coverage, deductibles or other insurane- obilgations by providing a thirty (30) day written' notice fa''. the Consultant In accordance with §10.00 herein;:The Gorisultarit shall complywithr 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 justificatfan. _ ARTICLE 1'0. MI C LLANi C. US 10,01 AUDIT' RICH 1`:5. The'City reserves the right to audit the Consultant's- aceduring the performance of this Agreemment,. -and for three (3) years after final payment undor this, Agreement. ,The Consultant agrees to furnish copies of any records. necessaty, in the opinion of the Director, tb approve -any requests for payment,byy :the Consultant.. The inspection and audit provisions .provided for City contracts set forth in §10101 and Mi;zoeilaneous Civil Enginei SECS Engineering; Inc. No.1 -004 PI oFE$SIUNALSERVICES AGREEMENT : 1 102, City Code, pplioable t - herein, 10,02 ENTIRE AGREEMENT This Agreement, as; it maybe 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 r ay 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-otthis Agreement shall riot be deerned to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS! The performance'of this Agreement shall netbetransferred 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 matarity 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. 1'he Consultants services are unique in nature and any assignment, sale transference without City. Cornrnission approval shall be cause for"the City to cancel this Agreement 1"he Consultant shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements acid tax returns from any proposed Assignee and . the execution of an Assignment/ Assumption Agreement in a forrn satisfactory to the City Attorney as a'condition. precedentte considering approval of an,essignrnent ...... • Tile 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 al l covenants of this Agreement '10.0'TRUTH-IN-NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be dompensated under the Lump Sum Method, the Consultant shall certify that Wagerates and other factual unit costs supporting the compensation .are accurate, complete, ,arid current .at the time of Notice to Proceed. The original Project price and any addition thereto wilt 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 end ether.faotuai unit costs:; All such price adjustments Will, be made Within one (1) year folioWing the end of the Project:, thin agree it acid are deemed as being incorporated by i•efei en if1 o . APPLICABLE LAW ANDVENUE OF UTICAI ION 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 otit of this egreernentk 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 ,tndemr ify' the City. under, Article S where the CansultantShall pay the City's reason eble.attorney's feet. Nri ICES Whenever :either party desires to give :notice unto the other, such notice must be rn writing, sent by reg stored United States snail, return receipt requested; addressed to the .party for whom it is intended at -the-piaco .fat specified; and the place for giving of notice ,shall remain such until it shalt have been changed by written .notice in compliance with the provisions of this: paragraph, For the present, the parties designate the followwirIg as the respective places for giving of notice; ;.FOR City •of Miami,. Mark Spanitii, P.Y b ireotor ;City of Miami 'Capital improvements Programs (CIP) 444 S.:W.. Ave., 7 nth l Miami; Florida 33180 Misceir SRS us Civil Ent ing, Ino,. inaering Services RFC! No00 ,ieovanny Rodriguez; f, . Assistant' Director City of Miami Capital improvements Progra! 44 Miami, Florida 33130 For Corisuftant Ignacio Serralta, •P.E, President SRS Engineering, Mc, 5001 SW 71PCeurt, Sulte 201, Miami FL ..315 PROFESSIONAL ERVICES AGREEMENT The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict coristructieri shall be applied against either,party hereto, The :headings contained in this Agreement are for reference purposes only andshall not effect 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 :pl"ural,and vice versa, unless the context otherwise -requires. -Terms-Such es. "herein,' "hereof;° "hereunder," :and 'thereinatee refer to this Agreement as a whoie and not td any particular sentence paragraph., or section where they appear, unless the cQnteXt otherwise requires, '"Whenever refere'nce'is'made to a Section orArticlo ottliis Agfeernent;-stachtreferei'iceIs to the Section"or Article as •a whole, including si'l of. the ,subsections of such Section, unless the reference is Made to a: particular subsection o.r :subparagraph of suoh Section or. Article: 1t.O8 JOINT PRPARATiON Preparation of this Agreement has been a joint .effort of the City and the Consultant end the resulting dorurnent shall not, solely as a matter of judicial construction, be construed more severely. against one of the parties than any other. 10 )9 'PRIORITY OF PROVISIONS If there is a conflict or inctsnsistency between .any term, requirement, ar provision Of any exhibit. attached hereto, any document or events referred to herein, or any document incorporated into tiis Agroerrient by reference and a term, statement, requirement; :or provision of this .Agreement, the term, statement requiremei t, or provision contained. in this Agreement shallprevall:and begiven dti. 0 MlEOIATION - 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 for construction of the subject project(s), 'and/Pr following the co'rnpletion Of the prcjects(s), the parties 1c this Agreement agree all .disputes between them shall he 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 50150 3 asis. Tho Consultant agrees to include such similar oontract "provisions with :ail .Sub-•Consuitants and/or independent oentrac..tars and/or the Consultants retained for the projeot(s), .thereby.providing for noneb'rnding mediation as the :primary mechanism for dispute rosolutfon, Each party will bear their own attorneys fees. in an effort to expedite the conclluslan of any litigation the parties voluntarily waive their right to jury trial ar to file perrniesive counterclairrts in airy notion arising Under.this greernent. 1 .1 TII Time is of the essence in this Agreornent. 1Ci t COMPL.IANCE WITH LAWS The Cchsultant shall . comply . with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act (`ADA"), as amended, end all applicable guidelines and standards in performing its duties., responsibilities, and obligations related to Miscellaneous Civil Engineering Sorvi SRS Engineering,' Inc; RFQ No,12 1 8-aa4 PR0rS51ONAL SERVICES AGRI EMENT this Agreement. The Consultant represents and warrants that there shall be no unlawful discritdiristlori as provided:by law in connection with the perforrnahae of this agrearrient. NonwDiscrimination The `City warrants and represents that `It drives not and will net engage in disdrirninatory practices and: that there shall be :no discrrrnnnat{on "in erineotion with the Consu{tant's performance under this Agreement on account of race, color,. sett,;_ religion, age, handicap, marital status .or national origin The'Consuitant further Covenants°that'rro°otherrwise q'ualifledwindividual•shill, soiely"by reason of his/tier race, color, sex, religion, age, handicap :mantel status or nationer.origin,'be excluded frorn participation in, be denied. services, or be subject to d`iserlmlrlation under any provision ;this •Agreerent:: . •OSHA CQMPLIANCE. The Consultant warrantts that it will comply with all safety precautions as required by federal, state or loaallaws, rules, regulations and orrdinances., The Cityreserves ;the right to .refuse. the Consultant access to City property, including ,project jobsites, If the: Consultant employees ore riot properly.` equipped with safety .gear in acoorderrce with OSHA regulatiOns lf a continuing pattern. of non -. compliance with safety regulations is exhibited py the Consultant. 10:0-2 A1]ACOMPLIANCE •The Consultant :shall affirrrnativeiy comply with all ai pitcabke provisTens "of the .Americans :with. i]isabilities Act t" ADA"j {n the course of providing any work., labor or •services funded by the City;. including Titles 1 & 11 of the ADA,tregardincg nondiscrimination on the basis of disability) and all applicable° `rec6ul`a lifi , guio'e{ines'"and standards, `Additionally 'th Consulitarit` shall talre''affiritTativ steps to -insure nendiscrlmir atioh in ernplayr ent.af disabled persons. 1043 :Nth PARTNERSMHIP The Consultant is an independent contractor, This"Agreeriient does not oreate a joint venture, °partnership :or other business enterprise between the parries. The Consultant has no authority to bind the -City to any promise, debt, default, "or undertaking of the Consultant: 1014 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 l:?iirector or the Director's authorized designee. 10.15 RESOLUTION OF GONTTAoT DISFUTSS''. The Consultant: understands and .agrees that ail disputes between it and the City based upon an alleged 'Violation Of the terrns 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 li Submit a oopy.to the City of Mlanal personnel identified in Article i0.06:,'Notices: Should the Consultant and the Project Manager fail to resolve the dispute the ,goneUltariti shall submit ,` their dispute in writing, with -all supporting docurmentation, to the Asslsfisnt.Direotor Goritraots, as identified: • in Article 10 00; Noti%'es Upon receipt of said notification the Assistant Director Coriirects shall review the issues relative to the disputed end issue a written finding. Should theConsultent and the`Assistent Director�Contracts fail to resolve the dispute the Consultant shalt : • subrnit their "dispute in writing milthirt five, gatepdar days to the.lJirector. Faiiur td submit such appeal of • the written finding shalt Ecenefitute acceptance of the finding by the Consultant.. Upon receipt of :said etiflcatlon the Director shall review the issues relative to the dispute and {ssue a:written finding. The Consultant.must submit ar y'further appeal in writing within five o iendar days to the City Manager. 1=allure :to Submit such :appeal of the written Ending shall .constitute acceptance of the finding by the., Consultant Appeal to the City Manager far :his/her ;resolution; is required prior to thee Consultant being entitled to seek judicial relief in connedtion thereuvith. Should the amount of dompensation: hereunder exceed:$5a00,000,g0, the City Manager's decislan shall be approved or'disapproved by City Cpnnmissh'on, The Consultant shall not be entitled to seek judicial relief unless. Miscellaneoius Civll:Engineering.Services :SRS Engineering, Inc, f the dispute and RFQ No.12.13-004 PROFESSIONAL, sERVI0ES AGREEMENT I) it has first received City Manager's written decision, approved by City Commission if applicable, or I) "a periodof slaty (60) days has expired after submitting to the City Manager e detailed statement. of the dispute, accompanied by all supporting docurrientat on, or .a: period of ,(90) days hat expired where the City Manager's decision Is •subjeot to City Commission approval; or (iit) The City has waived cordpl ante with the procedure set forth in this section by written nstrument(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 shah hot attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinerfcos of the City, nor any rights generally afforded classified or :unclassified ernployaes.. The Censuitant further, understands that Florida Workers' Compensation benefits availably to employees .uf the City are not available to the Consultant, andagrees to provide workers' compensation insurance far any employea::or °agent off the Consuitant.rendering services to the City under this Agreement. 10.17 CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and : the Agreement is 'subject. to :amendment or :termination due :to lack of .funds; reduction of: fundsandfor,change in..reg Iationsfi upori:tt irty (30:) dayss=natice 1018` THIRD PARTY.BENEFICIARY The Consultant and the City agree that it is not intended that any provislort of this Agreemeritestahlishes a third party beneficiary giving or allowing any claim or; right of action whatsoever by any third party under this Agreerrieht. Miscellaneous Civil Engineering Services SRS Engineering; lna; RFQ No 12-13.004 PROF SSIGNAL S1={VEcES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, WITNESS/ATTEST: Slog_ rettrre Ralph Pereda, Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Sea}, if ayaiiable) ATTEST: Todd H: APF DVED AS/TO.. i REQUIREM N` S: Signature Ignacio Serralta, president Print Name, Title of Authorize(' or Official CITY OF MIAMI; ate of Fldrrda Datri APP OVED AS T CORRECTNE municipal corporation of the 0; Manager AL. FORM AND Miscellaneous Civil Engineeringg'Services I171 •RFQ No,12-13-OO4 SRS Engineering, PROKS814NAL $ERV10ES.AGREEMENT CERTIFICATE OF AUTHORITY (IF CoRPoRATfON) l HEREBY CERTIFY that at a meeting of the Board of Directors of SRS Engineering, Inc. , a corporation .organized and existing under the laws of the State of Florida , held on the 14 day of February , 2014 ; a resolution Was duty passed'and adopted authorizing (Name) Ignacio Serra►ta as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall bo the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 'l4 , day of February Secretary: Print; : Ral F, Pereda CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) REBY:::CERTIFY.tat ...„at...a..._,rre ting.:wof.. tha.... ard.,.uof DtreQtoxs... a partnership organized and existing under the laws of the State of held on the day of , a resolution was duly passed and adopted authorizing (Name} as` (Title) of the partnership to execute _agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership, further certify that said partnership agreement remains in full force and IN WITNESS WHEREOF, l have horeuntd set my hand this, day of 20 Partner,, Print: Na wine Street; Address City Mate Zip Miscellaneous Civil Engineering Services SRS Engineering, Inc, [18 I IRFQ No. 92004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint;venture, If thereis no joint venture agreement each member of the Joint venture rust sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual), CERTIFICATE 2F AUTHORITY (IF INDIVIDUAL) 1 HEREBY CERTIFY that, I:(Name) business as ::(dlbla) executed and am bound by the terms of the Agreement IN WITNESS WHEREOF, I have hereunto set my hand Signed; Print: individually and doing (If Applicable) have to which this atit estation is attached, this day of , 20 INNOTARIATION STATE OF Florida COUNTY OF Miami -Dade The foregoing instruhient Was acknowledged before me this ' 14 day of February , 2014. , by Ignacio Serralta wh is personally known to the dr who has produced as identification and who i takean oath. S MATURE OF NOTARY PUBLIC TE`OF FLORIDA t a Pereda PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Mrscelianeous Civil Engineering Services [19 I SRS Engineering, Inc,. RFQ No. 'i2-1S-004 PPOEESSIONAL SERVIbES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al ; ENERAL Civil Engineering Services shall include, but are not limited to, complete planning and design services, programming, pavement analysis surveying, roadway .analysis, geotechnical, options evaluatiansr.rpublic. rneetings,:•.:detailed -assessments and -.recommendations, cost:-: _estimates, opinions of probable construction cost, review of Work prepared by Sub-conauitants and other consultants, field investigations and observations, post design :services, construction administration, and other related Services as needed to cernplete the Project Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant was selected in accordance with Section2a7'.u55 Florida Statutes, as amended, •Consultants' Competitive ,i eegotiatior s Act (CCNA). A1.01 SCOPE OF SERVICES .: The Constriltant agrees to provide comprehensive Professional Servtoes in accordance With all applicable taw, building and environmental regulations,, including the Florida Building Cade a:nd. the Cityy of Miami, Florida, Code of Ordinances, and as .set forth in this Agreement and:further enumerated jrr a Work 'Order. _Consultant may be required to perform all _or some of the services presented in this Agreement, depending on the heeds of the City for the Project. •Consultant shall furnish, as Basic -Services, comprehensive civil engineering professional servtoes for the Project. 4,The Project -shall -Include roadway°reconstruction°ari resurfacing; -drainage improvements-starm water management, swage restoration, curbs, :gutters, sidewalks, lighting lirtproVementS, landscaping, signage and stripiing, verification• of City's Payment Analysis: Report` Within the -Project area; digitally record • .existing condttion.s in the Project area; research coils for various complaints, and any survey, :geotechnleal, end utility coordination required to produce: snrnplete sets of signed and sealed .:construction documents, specifications and estimate :of probable construction costs for the Work. The City wilt phase the Work -required to, complete the.`project so that the Project:le designed and constructed in the most iogiaal, efficient, and cast effective Manner. `Tine Consultant shall be dtrected'to proceed with each phase .of the •Project through the use of Work Orders Proposals and Work Orders. Ai.u2 WORK. ORDERS Ai.02.1'PROCEDURES .. When CIP has determined that a specific phase of the Project is to prooeed, the 'praetor or: authorized designee will request in writing, .a Work Order:Proposal from the Consultant based :en the:proposed Scope of Services.provided to the Consultant iri writing by the Director ar,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 arty questions. The •Oonsultent shall then prepare:a Work Order Proposal followiing the. format provided by the.City,E. `indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub- Consultents, and •deliverable items andlar documents• he 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 GIP will prepare a Work Order that will be reviewed by CIP staff and the Director or designee. Upon approval CtP will issue a written Nrtice to Proceed Subsequent to:approvalbf the Work Order by the Director or destgriee..• ARTICLE A2 'BASIC SI,RVICE Consultant agrees to provide complete Civil Engineering services as set forth to the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, ail federal, 'state, county and City of Nttarri#, Plortda, Lawa, Codes and Ordinances. Consultant shall maintain an adequate staff of quaff flied personnelon the Work at ail times to ensure its perfarnance as.specifled in the Agreement. MJaceilaneous Civil Engineertn0 Services t20! ORS:Engineering, inc. PROFESSIONAL SERVICES AGREEMENT • Consultant shall submit one (1) electronic set of all documents .and sewn (7) ;copies of documents required under Artiste A2, Without additional charge, for review and approval by City,. Consuitant shall not prooeed with the next.task of the Work 'melt the documents• have been• approved, in writing, by City, and an Authorization to Proceed with the next task has bean issued by City, Consultant is solely resparisible for the.technicai accuracy and quality of their Work, :Consultant shall.perform al► Work in cornpitanco with Florida Administrative CodeR,ule 61 G1-64g.O3t(4) and Seotion 47t033(1) (g).. of :the: Ftorlda: Statutes Consultant shall perform due diligence, in accordance with best industry' practices, In gathering :information and inspecting a. Project site. prior to the oommencernent Of design. Consultant shall be responsible for the professional quality, technical accuracy and 000rdtnatlon of ail design, drawings, speoification, .:and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional comperlsation, correct or revise :any errors, orriisslons, aridlor deficiencies in its designs, ::drawings, speci"ficatiori or other Services. Consultant shalt .also be liable for claims for delay costs, and any_ increased. costs In construction; including but not limited tit additional work,. demolition of existing work, rework, etc., resulting from any errors, ornissions, and/or deficiencies In its. designs, drawings, specification or other Services,, : • A2.01 RSV LOPM .NT 7F O. J CTIVES A2 01:' • Consultanshall: confer with representatives of City, the ProJ teot Manager, and other jurisdictioiiel agencies to develop`several'options forhow'the Various eleirterits ditrie priolectwill°fie desigitied" • and constructed Consultant shall, utilizing a compilation of available documents€ion, conifer with representatives of city, the Project Manager, and other jurisdictional agencies in Order to comprehensively identify aspects of the Cernpigted facility program that may require further refinement to attain the requisite detail of design developmentrequired 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;. 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. Consultant shall hire the appropriate sub -contractor to;prov€de C€VII Engineering services Which aro not in-house. Surveys shalltinclude the location of all site structures, inoludir g all utility structures and facilities. 'Consultant shall also :engage a soil testing firm to perfprm soilborings: end other tests required for new construction work, The extent; to which this Work will, be needed. shall be based en the surveying and sell.ba'rings performed previously hythe City. Copt of the suruiyor and so€l, engiaeerirg firm shall be billed es reimbursable expenses. A2,02 ANALYTICAL I EViEW. Verification of the City'sPaVement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, especially drainage complaints; and digitally record project area during significant rain events. A2,03 SCHEMATIC DESIGN A2,03-1Recommi nded Course of Action Consultant shall prepare and present in writing, for approval by the Protect Manager, Recommended Course of Action (RCA) for the areas comprising the Project. The RCA Stall include; but is not limited to: 1 Stre Miscellaneous Civil Engineering Services •SRS Engineering, Inc, RI;Q No.12-13-004 p . Recommended remediation efforts to •bring the subject street up`to a minimum "good" rating es outlined in the Citywide Pavement Analysis •Survey •A detailed cost estimate for desfjn.;an•d coristructieri that maximize the number of. streets that •would be upgraded frerrr poor to at least good.• 4.. A design and construction sehedule forthe reborn atplN.l'CiE1X lMf l�:lVl'.1 ht Frorn the approved RCA Consultant small prepare and present the following in Writing 1, The design;parameters to be used far each street being unproved (ie, reconstruction, end resurfecing,..etc.) The submittal requlrementsfor eaoh street` The final cost estimate for design and construction ik2.iS5CONSTRUCTION bb U MENTS . From the approved resign Development [7ocuments, Consultant shall prepare for Written approval by City, Final Construction poeumerits ._setting :forth all •design drawings 'and ,spedifipations needed to comprise a fully biddable; perrn.ittabie, constructible: Project,.,.:• Consultant shall prnduoe 0%, 60%, 90% and Filial. Construction .Docurnents.for approv e try City which shall include -the followih j ... ,:.... < . .,...:: A drawing cover sheet listing an Index of all number of drawings by each di [me, Drawings not Included in the $0%, 80%o, 00% and Final review shah; be noted. Consultant shall attach an Index of all entiolpated drawing ;sheets necessary to fully define the Project. • The :updated Project Development Schedule to include .an outline of :major construction milestone activities and the rsoommended:consfruetionduration•period in:calendar°days.: • An updated Statement of Probable Corlstruct`len Cast in CSl format. 'our se of Action 4. •Corteultant:rney also be authorized to ::include -:in the Coristrrretion Dvcurnerlts approved additive and/or deductive alternate bid items;.to permit City to award a Construction Contract' within the lirnit of the budgeted amount.. • 5, A :Project Specifications index and Project the Specifications completed, nual with at least 30%, 60%r 90°f nd Final of Consultant.. shall Inoluda;, ;and will be • paid for, City -requested alternates outside of the established ProJeot scope ar that are not :constructed. due fo a lack of funds. No fee wili be paid by City in connection With alternates .required by the failure of•Consultant to • design the •Project within the Fixed Lire it of Construction Cost. d Consultant: shall provide an index of all subrn ttats required by the Coritraotor that clearly identifies submittals for which the Contractor shall be responsible' for design, •Consultant shell suhnait the speclal or supplemental.terms and :conditions separate from the . technical speciflcations> Consultant shall ridtprOpeed with further;eonstruction document>developnient until approval of the S()%.dooutnehts is received, fn writing from City. Approval liy City shall be far progress only and does rich; relieve Consultant of responsibilities anp:Iiabilltias refiative to code oorripUance and to other covenants contained in this Agreement, 'Consultant shaltresolve all questions :indicated on the:docurnents and make all changes to the documents nooessary in response to the review commentary. The 30% •Documents review. (check) :set shalt .be :: returned ito City upon submission .of 60% eampfete Construction Documents and Consultant shall provide an appropriate response to all review oomnnents noted on these .previously: stibrriitted documents, Cf the seven (7) copies to be;provided, the Consultant shall stibrnit four (41 f drawings and: specifications, and one digital copy in ,p:df form Misoellaneous;Civ• ll 8ngineering Services SRS engineering; Inca t22 it size copies of the RFQ No. 12-1 -coo P QF kaxirnum Cost Unlit Prior to ;authorizing the Consultant to proceed with preparation of Construction .Document ieveloprnent, the City shall, establish and communicate to the: Consultant a Maximum .sum for the cost: of constructiori :of the Project.(' Maximum Cost Ltrttit".j., If the City has riot advertised for: bids within" ninety (go) days after the Consultant subrriits the Final Design;tb the City, the estimate. of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may repairs tide Consultant to revise and modifyLGo:nstructlan• Documents arid assist in the re bidding of the Work at no additional cost. or fee to the City if all responsiv• e and •responsible bids received exceed ten (lfi°lp) percent of the ivtaXlrnttm Cost t frntf,; A2.05-2 pry Run Perntlttirtg The Consultant shall file and foilow-up for approval ofbuilding permits' et the earliest practicabte time during the performance of the \Nork, for .approval lay City, County, State and/or Federal authorities having jurisdiction over the 1'roject by law ar oontraot with the.Ctty, and shall assist In obtaining an-y such applicable certifications of permit approval • by such authorities prior to approval by'C(P of the final set and printing of the Construotton'' Decurrients. The Consultant shall prornptty; at any •time• .daring the performance. of the Work -hereunder, advise the City of any Substantial increases in costs sot forth frythe Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requi'reinent(a) of such. •Upon oompletton of dry run permitting, Consultant shall provide as part of the seven (7) copies. to be submitted„ flub (5)..full•stza sealed.aoptes of the,drewlogs ;anti spaolfioattonsr Consultant shall,., also provide digital versions of the drawings in dwg,, pit, and pdf formats,. The specification additional terrns and cohditidns: shall be provided in both ,,pdf and .doc:formats.. A2.06 DhDD1NGAND.AWARD OF CONTRACT A2.05»1 'Bid Doauntants Approvals and Pririti"ng IQNAL SFRVICSS.AGREEMENT Upon' obtaining all necessary approvals •of the Construction iiD.opurnents.from authorities having`. jurisdiction, and acceptance• by the City of the 100%" Construction Daournentss, and latest Steternent cif Probable Construction Cost, the `:Consultant shalt assist the City in obtaining bids •and preparing and awarding' the construction contract; The City, for bidding purposes, will have the bid docurtilnts printed, or at Ile own discretion, May authorize •such printing. as a reimbursable servioe to the Consultant.. t ahee • of 13id Glocutnents, Addenda and Bid Opehirig The City shall issue the gild Documents to: prospective bidders and keep a cornpiete Lis Bidders. 2. The "Consultant shall f.asslist. •the City in the preparation, of responses•to questions if any are: required during the bidding .period. Air addendum or. clarifications,. or.response5 Shall be isaued,by tie City. 3. The Consultant shall prepare revised plans, if any are required, for the City t"o issue to prospective; bidders. 4. The City 'wilt schedule a ' Pre=Bid Meeting" on an As; "needed basis, for the Protect. The Consultant shall attend.all any pre -'bid meeting(s) and require attendance of Sub -consultants ; at such meetings, 5, 'The Consultant wiit be present et the bid opening,• A2 0s.3 Bid Evatuation and Award The Consultant shall assist the City in evaluation of bids, deterrcining the respon lvefess of bide and •the preparation of documents for Award of a -ccontract, tf the icv+rost responsive Base Bid' received exceeds-the.Total Allocated Funds for Construction, ;the "City. jay; 1. Approve: an increase in the Projectcost and award'a Contract; 2, Reject ail bids and re bid. the Project within a reasonable time •with no change lirk,the Project era,dditional compensation to the Consultant; 3. Iitreut tire, Consultant to revise the scope and/or "quality of oonstruction, and rebid the Project, The Consultant shall, without additional compensation, modify the CCdnstruction Documents as necessary to bring t"he Probable Coristruatidn Cost based on such revisions within the Total Authoriz d Constriction Budget, The City may exercise such option where the hid price.• - Misceiteneous Civil E ngirieering Services 123 } ;Sias pingineerind, l"nc, . uested by the City. RFQ No.12-13.004' PROFESSIONAL SERVICES AGREE, 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 above the .Consultant .shall, w•ithout additional compensation, modify the Construction; Ddcuments as necessary to bring the Probable Construction cost within the budgeted r ount,e 7 A�€�11t1iN'I 07-1 ThAf iilik bo` T E CONSTRUCTION CONTRACT. The Construction Phase" wilI begin with the issuanee:of Notice to (Proceed (NTP'j and �,VtlI end - when the Consultant has provided to the City all .post construction documentsincluding Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Ceoupancy have been dellvered to the ;city and the City approves the final payment to the Consultant. Curing this period, the. Consultant .shall provide adxninletration of the construction contract as ;provided by "this Agreement, and as provided by_ law. 7. The Consultant, as. the representative of the City during the :Construction Phase, shall advise:end .consult; with the -City and shall have the a"uthcrity to act on behalf of the :City to the extent provided to the 'Ceneral`•Conditions and "the Supplementary Conditions of the ,construction contract and heir;Agreemenfiwiththe. City-,;`:,. G7 The Consultant and respective shall visit the site to conduct field observations., at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, arrd shall visit:the site :as appropriate to icendUct.field inspections toi ascertain the progress of the Project. and determine., in general, if the"Work is proceeding in accordance with the Centraet Docurnerits; :The Consuitarit shall provide any sate visits neosssary for oertifieation if required by the authorities. having jurisdiction. Threshold inspection shall be provided. by the Consultant at no add tionat cost.;. to the City. The Consultant sh:ali report on the progress the Work, including any. defeots and .. deficiencies that may be .observed :in: the Work. The Consultant will not be :required to :make extensiue inspections or provide contihuaus daily on-srte inspections to cheek:lino quality or quantity of the Work unless otherwise "sat forth in this Agreement: The :Cons.iitant.•will `be •responsbre for writing ;and distributing ;minutes of all meetings and field tnspeotions; report it ts: asked to attend. Consultant "and will not be held responsible for construction means, methods;," techniques, sequences, ar procedures; :a -(for safety, precautions and programs in connection with the Wotk, The Consultant will not be held responsible`for the Contractor's or sub -:contractors',: or any theft agents' or emptoyeos` failure tea perform t•he work in aoaordenco with the' contract unless such failure of performance results frorti the Consultant's acts ar omissions. A -A. The Consultant shall furnish the City with a written report of.ali.abservatians of the Work made by Gonsuitaiit,and require ali to do same during each visit to the Project. The Consultant'shall also note the general status and progress of the Work on forms furnished by the City and submit thorn;th a tat* manner, The Oonsultant and the Sub ;consultant dial( ascertain tt atthe Work: is acceptable to the City. Consultant: shall assist the City to .ensuring that the Contractor is: making: timely acourate, and complete notations on the "a.s-buiit" drewings.;Copies of thefield reports shaft be attached to the monthly Professional Services paymont request for construction adrniri stration services,. The::Consultant's fall'ure .to providewritten reports of all site visits: of minutes of meeting shall 'result in the rejection •af;: payment requests end rney result ir► a pt'nporfiional reductlort in Construction Adniinistration fees paid to the Consultant. Based on observations et the site anad consultation with the. City, the •Consultant whine the. amount clue the, Contractor based on the pay for perforrnancemilestones and shall ecommend ap.pravel 'af such amount as appropriate, This recommendation shall :constitute a representatiori by the :Consultant to the City that, to the best of the .Consuiitant's :knowledge, information and belief, the Work hes progressed to the point indicated and that, the quality of the Work is in eoeordence "With .the contract and the Contractor is entitled .to amount stated on the. Miscellaneous Civil Engineering Services [24.1 RFQ No.12-1-004 yt�S Engineering, lne, A2. PROPE$SIONAL SERVICE$ AGREEMENT requisition subject to: a detailed evaluation of the Work for conformarice with the contract upon substantial completion;' 2. The results of any subsequent tests required by the contract 8. Minor deviationafrom 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 Contractors the Consultantwill prepare awritten statement to the City on the status of the Work relative to the Construction 'Schedule, whloh shall be attached to the Contractor's Requisition.. Such steternent shall be prepared rmrrrediately following the requisition field meeting and shall riot be for; delay in timely payment to the Contractor y 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 accountof the Construction Contract Sunl. 'The .Consultant .shall be the interpreter. of the r'equirerrrents of the Contract Rocumants and the judge of the iberformancetheretinder, The Consultant shall .render iinterpretations .necessary for the proper exeGubcin or °progress of the Work upon :written :request: of either the City or. the Contractor, end 'Shall render written decisions; :within maximum of ten (10) calendar days, on ail, • elaitrie:, dtsputes.end other matters in question between the City and the Contractor relating to the 'execution er "progress:of the'Work'"fnterpretattorts'and 'deeisio'nsrnof the Consultan t shdil"tie consistent with-lhe irlterit of end reasonably inferable from, the'Coritract aocun enta arld shall be fn written orgraphicfoiii. The Consultant• shall have the authority to rec00mmend :rejeotieri of Work which:does tot- bohfcr to the Contract.bocurnonts, Vlll erieverw la his/ljer reasonable opinion, the Consultant considers,It necessary or advisable to insure compflanca width the Contract locurrients, trio consultant will have tiffs- authority to recommend spocl.al inspection or -testing of any Work deer led;to be not In accandanoe withthe Contract whether or not such Work has been fabricated::and/or deliverett to the Project, or installed and completed D7W8 . The Consultant. shall promptly review;and approve,.:"reject or take action an shop drawings samples, RCIs and other submissions of the Contractor. Changes or substitutions to the penstruotion 'doournet is shall- not be euthor`tzed without concurrence of .the, Protect Miarrager and/or 0:treater of Capital tmproverrients, The Consultant shall have a maximutm often (1Qj calendar days. from receipt of shop drawings; sarrrples, RFi"s or otherlsubmittels by:the Contractor, to return file shop drawings, or submittals to the Contractor with :commentting s indica Other approval or disapproval,,: Consultant shall provllde the .Contractor. w.tih �t deteiled:written explanation as to- the basis for rajectionA A24p74 The Consultant shall Initiate and prepare required documentation for changes as required by the .. Cortsultant`s own observations or as requested by the City, and shalt review :and recommend. action on proposed changes. Where 'the. Contractor: subrtihs 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 recornniendaf.on ar proposed action along with on analysts and/or study supporting such recamrriendstion. • The. Consultant shall examine the W•ork upon roceipt_of theJ:Contractor's toque_ or substantial completion inspection of the =:Project •'and shad, prier to occupancy: by th© city, recommeird execution of a "Certificate of Anceptance for CUbstant al Completion"..after first asce'teining that . the Protect is substantially complete in accordance with the 'contract requirerrients, The Consultant shali in corijunctior with rspreseritativos :of the City and the Contractor prepare; a punch -.fiat of any defedts and discrepancies in the Work` required to. be cbrre.cted by the Contractor In accordance with Piortdo Statute 218.730. Upon satisfaotory completion •of the punch -list they Consultant shall recommend execution Of a. "Certificate of Final Acceptance'' and Mtsoeltaneous Civil Engineering Services i25 ( REciN.o. I"2M.t3»OP4 SRS Engtneering, lac, • i'FiOFESSIONAL SERVICES AGREEMENT final payment to the Contractor, The Consultant shall obtain from the Contractorupon satisfactory oonipletion of all items On the punotr-list, all necessary Close-out documen`tetion from the Contractor Including but net limited to all gUaranteesi operating and: maintenance manuals for equipment, releases..of f dens/Claims and such other'. documents and certificates .as May- be requires by applicable codes, law, and the Contract, and deliver .them •to the City before final :acceptance shall be issued to the Ctisntractor= _A2.0741 The Consultant shall .monit•or and provide assistance in obtaining the Contractor's compliance with its • -contract relative to X} initial -instruction of Citys 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.tran's1tion from construction to oot;dpenoy by the City. A2.07-12 .The Cdnsultaht,shall furnish tethe'City ,the.orig nal documents, includingg drawings, revised to'`as�. hue cohditions based on information *furnished by the Contractor, survey, and specific condition._. In preparing the `'as -built" documents•the Conaultant•shafl rely on the accuracy bfthe information provided by•the'ContraCtor, including the Contractor's record drawings. Any oertiflcation required under .this . i.greemeht including the_ contents: o•f "as built" documents is Conditioned ul5an the accuracy of the information end docurrients provided by the construotlon contractor, Transfer of • changes 'Made by y'Ghange . Autharizatrron" r "Change Order "Request; 'for • Information", subsiitutron .approvals,;, or ether. claiifis attons,:v .ill., be,.the C.ot tsuitagt`.s "reapbrrs bl lty to :lrlcnrpbrate...... W, into the "as "built" and record. documents, Ghangea •;rhpder in the .field to suit field conditions,'or • otherwise made by.the; CbntractClr for Its convenience; shall be marked by the Contractor on the; laid Record "Set' :and transferred to the original contract documents by 'the. Consultant. The ;original dpcuments, as well as the "Field Record Set shall become tho property of the City. A` reproducible set of ail other final docurtients will be furnithed to the City 'free .of oherge by the Consultant, A p7.13 The Consultant Version:2000 or A2.074 • The Consultant shall furnish to`the City a simplified site Plan and floor' plan(s)::reflecOng "as built" conditions with graphic scale and:north orrow..Plans must show room names, room numbers,; • overall dirnenaions, 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 dopy. • A2.0 7 1 The Consultant shall assist the: City in the completion of the Contractor's performan during construction work and upon final completion of the Project. hall :furnish to the City one complete set of !'As -built Drawings", In Auto CARD, ,uch other format acceptable to the City. Miscellaneous:Civil Engineering Services SFtS lwngineering, iris ation [2 I RFQ No, 12-13,004 PROPESSI SNAG. Ei VIGES AGREEMENT ARTICLE A3 ` ADDITIONAL. SERVICES A3 r01 GENERAL Services categorized belowca s ''Add tirai tal S: rviC S `. lxray. be apecif d and::authorized by.. lty and,are .... normally considered to be beyond the scope of theiBasic 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 es provided in Attachment'B Section B3.06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may' include, but are not limited to the following: A3.02-1 Appraisals; Investigation and creation of detailed :appraisals and valuations f .existing facil}ti surveys or inventories in connection with construction performed by City. A3.02- pecialty Design; Any additional special professionaIse ices not included in the Scope of Work.. A3.ti The 0 es, and A3 02.3 Extended..Testinq & .Trainind _;Exterided,assistance beyond that',provided,un der Basio 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 equiprner t Manufacturer: A3,02 4, Major Revisions. Malting major revisions to drawings. andspecifications resulting in or frorn 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 :schema endfor any significant portion thereof),., A3,g2- a Expert Witness: Preparing to serve or serving as an expert witness in connection With any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify -against City in any • proceeding during the course of this A3 02-.6 Miscellaneous: Any other services not otherwise included in this Agreement or .not custoniarlly with generally ,accepted :architectural/engineering .practice related to constructions ADDITIONAL. DE its option, et proceed With additional services relating to the Project. :ARV''IwE,A4 C V'S RESPONSISII-(TIES A4,01 PROJECT & SITE INFORi MATION City, at its expense and insofar ias performance ;under this Agreement may require, r Consultant :with the Information described•below, or, if` not readily available, may apthorizE to provide such information as an Additional Service, eligible as a Reimbursable Expense, A4.o1-1 Surveys: Complete and accurate surveys of blinding sites, giving boundary dimensions locations of existing structures, the grades and lines of street, pavement, and 'adjoining properties; the tights,; restrictions,, easements, .boundaries, end topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or:eleutricaf services. Miscellaneous Civil Engineering Services IRS Engineering, Inc, RPQ No. t2-t3-004. PROF SSIONAI.8 RV10ES AGREEMENT A4.01.2 Sol( Borings.Ceotecht oalTesting: Soli borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and cornmendatlons.: Consultant shall recommend necessary tests to City. A4.01w General Proiect Inforrnatin: Inform -guidelinasi::,forrnsilormats, end assista A4.01-4 Edistinq tDrawincis: Drawings representing as7built conditions at the time of original construction; subject to as -built availability. However, such drawings, jf provided., are not warranted to represent conditions as of the date of receipt. Cans. ltent 'Mug still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient infomation to: perform Its services..invastigative services in excess of "Normal Requirements," as defined., must be authorized in advance, A4.11� . Reliability The services, .information, surveys ;and reports described in A5.0141 through AS.Q'E-4 above,. shall. be furnished et, Citys;pxpense;:and Consultant Shell he entitled to relyupon the accuracy and; :completeness thereof, provided Consultant has. reviewed all such irtforrnation to determine if additional information and/or testing is required to properiy:design the Project._ ton regarding Project Budget, City and State procedures, rice required estabEiishing a program :as per Section A2 02 A4.02 .. COWSTRUCTION MANAGEr NT busing construction, Consultant and the City staff Shalt assuhie the responsibilities described in the • general eondrtions and supplementary conditions ,of the cohstruction contract relating to review and approval of the oonstruotton work by the Contractor. A4.o2 if City observes or otherwise beoomes aware of any fault or defective Wok in the .Project, or other nenconformenee with the contract during construction,City shall give prormt notice thereof to' Consutant. Miscellaneous Civil Engineering Services I281'; RFQNo. t2-13-004 •SRS :Engineering, Inc, PROFESMONAI SERVICES AGREEMENT CHBBU.LE Al. - SLIB- CONSULTANT$ FIRM NAM CONSULTING FIEL j R Brownell & Associates,.In rveyiwng Nebo Testing & Engineering Svc; Geotochnical Testing Curtis -- Rogers Design Studio LandscapeArchitecture aDM Smith Traffic, Signals, Engineering Support ;HBDUL KE ST FF. NAME JOB CLASSIFICATION Ignacio Serralta Nick;Benedico; Ignacio Lizama Ulysses Batista Oliverio Sanchez; Gisela Rey Dan Maher; Revocatus Kanilwa Riza Hosea Delay Munoz -Percy,, Alex Medina Tiro O'Neil; Sharat Kailuri Jean-Claude Fontaneau t.avla Ue irelyn, Quang I".e, Om Kanike V.M13 Venkatesan Aida M. Curtis Jennifer Rogers Titfany Marston Thomas Brownell •ivtlsceilOnebus Civil Engineering Services SRS Engineering, Inc Principal Project Manager Project, Engineer Senior Engineer enior Landscape Architec andscape Architec ndscape Architect Intern enior PSM ,. l2g I RFQ No. 12-13.004. ATTACHMENT B -CO ARTICLE B,1 .METHOD OF COMPENSATION The fees for Professional 'services for each Work Otder:.shail 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 ATTACH MEtit 1—CiSMPEt SATIoN N AND PAYMB.NT; ) A Lump Sum (See Section.133.01 ) b} . An Hourly Rete, `as defined B3.02in Settled and at tti hlOTEt The Lurnp Sum mannerrof oorripensatian.is the preferred and pr B1,6.1 COMPENSATION.LIMiTt The aggregate sum of all payments for fees .and costs, .inoluding reimbursable :expenses, to the Consultant payable by the City.under this Agreement shall be 'limited to the arnount specified in Section 2.03-1 as the maximum compensation limit forcumulative expenditures under this Agreement; Under.ne dircumstanoes Will the.. City have any liability for work performed, a1-'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 Comm fission as applicable as ah Increase to the Agreement and put into effect via an Amendment to this Agreement, CONSUt;TANT tNQT TO EXCEET h in Section ry forrn of coroperfsatio Absent an.. amendment to the Agi`eernent or'to any specific Work Order, any maximum dollar or percentage amounts statedfor compensation shall not be exceeded in the event they are Sp exceeded, the Citylshall have no liabillty or responsibility:for paying any amount of such excass,'which will be at the Consuitaht's .awn costand expense,. ARTICLE B2 WAGE RATES 1i2,11 : FEE BASIS All fees: acid compensation ,payable under this .Agreement snail be formulated and based upon the averages of the 'certified Wage 'Rates that have received and. approved. by the : director. The averages, of :said certifi•ed Wag•e Rates are Su•mmariz•e•d •in Sch•edute B1 incorporated her•ein by reference.. Said Wage • Rates are the effective direot hourly rates, as approved by the City, of.the Consultant and Sub Consultant errmployees in `the specified professions and job categories that ere to be utilized to.provide the services finder this Agreement, regardless of manner of compensation,' . B2,t2 EMPL,OY'EES AND JOB GLASSIFtcATIONS Schedule B1 identifies the professions; job categories and/or errrployees expected.to be used 'Outing the term of this Agreement.. These include architects, engineers, landscape architects, :professional Interns, :(lesigners, CADD technicians, project managers, LEIS and environmental specialists.., specification Writers; clef`loaf/adniinlstrative.support, and others engaged to the Work, In determining compensation for a given Scope of Work, the City reserves the •.right. to recommend ;the use of the OOnsultent employees:at partloUiat Wage: Rate levels; • B2.i)a MULTIPLIER• For Work assigned under this Agreement, a .multiplier of 2-,0. shall apply to the COnsuitant's aVerage hourly Wage Rates in caloulating compensation payable by the City, Said muitiplier`.is tntended to cover: the Consultant •employee be.neflts arid. the Cot-isUltisnt's profit and overhead, inciuding,.without limitation, office rent, I©cal telephone and utility charges;, office afd.drefting supplies, depreciation. of equiprne'nt, :professional dues, subscriptions, stenographic, administrative end •clerical support, other en-iployee time `or travel and •st:tbsistence not directly retated to, a project, A oogy:of your firm's Fler ds Department of Transportation (TOOT') Lorraine :E,,r.Odern fetter shall .e submitted to GIP open request for review: B2,C14,CALCULATION Said Wage. Rates are to be utilized by the Consultant in oalpuiating eoixmarisation payable for specific assignments and Work Orders as requested by the City, The.Coneultant shalt Identify job classlfcatlans, Miscellaneous Civil Onginiee iriq Services [30 Engineering, Inc, RFQ No,12-13-004 ATTACHCOMPENSATION available staff and projected mart -hours required for the ,proper completion of tasks, snd/or grrups'of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. 2,0$ EMP O E SENEFITS AND GVI RHEAD Regardiess'of the method cif oornpensation elected herein, compensation paid by the Clty shall, via the Multiplier, coverall the Consultant costs including, without limitation, employee fringe benefits (e.g, sick leave, vacation,: holiday, unemployrnent taxes, retirement, ;medical, insurance and unemployment. benefits) -and an overhead faotoro: --Failure to:cornpty with this=section shaiF be:cause 'ter cancellation. of - this Agreement. B2 06. ESCALATIO'}N There shall be no escaiatien clause as part of this Agreement, ARTIXL E B3 COMPUTATION O,EES AND COMPENSA11ON The City agrees 'to 'pay the Consultant, and the Gohsuitant`agrees .to accept for servroes rendered pursuant to this .Agreerrient, fees computed by.ono or a combination of the methods outlined above, as applicalIe, irt:the following manner:`. B3;01 LtllVlt SUt Compensation far a Scope of Work ban be a Lump Surn a the City. and .the. Consultant and stated in a' Work Ordei 'method of orampensa`tion. • d rrrut be mutually agreed upon in Writing by Lump Suni compensation is the preferred i33 C'I. i `Liarrrp` t7 " corriperisat an` stialC be calciilateci Ely` th`e Cdiisi.44fit utilizan `.;`tile i1Vi ge 1 established herein. Prier to 'issuing a •Work Order, the Clty•may roqufre the •Consultant to verify or justify; its requested lump Suit compensation Such verification shall present sufficient information as depicted in Sohaduto A2. ' BS.02 • HOURLY RATE FEBS as 02-1 i Ictrrly Rate Fees shall be .those rates for the Consultant and Sub Consultant :ernployees identified in Schedule St Wage Rates. All: hourly rata fees will include e rnaximum not to exceed figure, inclusive of all casts expressed: In the .contraot documents. The Ctty;shall have, no liability for • any fee,; cost or expense.above this figure.:' B3.1)24Condrtic ns for Lice: Hourly Rate. Fens. shall. be used only in :those instances where the parties agree that it is not posstbie'fia • determine, define; quantify and/or calculate the complete nature,, and/or aspects, tasks, Kati -hours, or milestones fora partioular. Project or portion thereof et the time of Work Order issuance, .Hourly Rate Foes may be• utilized 'for Additional Wotk that -Is similarly indeterminate: Irt such cases, the City will establish en Alio'Wance in the Work Order that shall serve as; a Not to Exceed Fee for the Work to be- perforrned on.ari Hourly Rate Basis;.' 133,04 REIMSURSASLE•• EXPEN 4-S Any fees for authorized reimbursable expenses shot( not include chart es for •the Cbhsuttant haridtlntd, office rent Or overhead '•expenses of any kind, inotuding total, telephone and utility charges, office and • drafting supplies, deprec'iatiorr, :of equipment, professional. °dues, :subsoriptiatis, etc , reproduction . of drawings and specificat►one (above the quantities sett forth iri this m Agreeent, ttaitlnz, stenographic, : olerioal, or other eraployess Limo for travel and subsistence . Alt reSrobursabte services shah. oe billed to. the City at::dlrect cost ekpended by the Consultant .Clty.authorizad reproductions. in.excess of set . requlredet saci .phase of tho Workwill be a Re rrtbursable i xpertse The City will reirnburso the Consultanf for authorized Reimbursable Expenses pursuant .to the iimttatlons of tilts Agreement,as verified by. supporting docurnenttion deemed • appropriate by i.Direator or.designee inoluding, without iirnita.tion, detailed bills, itemized invoibes andlor copies of conceited checks,. 83.04 TEES FOR AnOtrIVE ar `pEp:OrIVE AL'T.EktIATES: The design of additive and deductive alternates contemplated"ae part of the original Scope fora Project: as autliarixed by the Direotor will bo `considered as part .of Basic Services. The design of additive arid ueduetive alternates that are beyond the origginal Scope of Work and eonstructictr budget.may..be billed;to Miscellaneous Civil Engineering Services SRS Engineering; Inc.:. RFQNo, 1 2 't -OC}4 •ATTACHM cOMP5NSATIbN 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 add ittonal compensation. and/or Reimbursable Expenses, as defined in this AgreementunderSections B Q5 and .Ba,,p$ respectively, May be applioablle. The Consultant, shall utilize the Work Order Proposal Form and worksheets which can be found en the City a UWebpage'at; www:miarnigov.tom/cabjlimproveirents/rages/ProcurementOboottuhfties.. The *cabbage also provides the procedures for completing these forms. 'Fakirs 'to use the forms the procedures will result in the rejection of the Work Order Proposal., B$ 05.4 l et ,rtni natiprn Of Fee The :compensattan ;for such services Will be one of the.:rnethods described he upon •Lurp Sum; Hourly Rate with a Not to Exceed Lirnit: 83.0:2 • ': Procedure. and Compttance An independent: and detailed Notice to Proceed, and ari.Arnendment to a specifae Work Order, shall. be required' to be issued and signed by the Rireator for each additional service requested y the City. The Notice to Proceed will specify the fee for such, service ;and upper limit of the fee, which shall not be r-ekeeededr and" shall comply" troth °the City`'of Miurrrr ret`u1ations;,'`inoFudirl' 'the'" Ptirchasiing Ordinance, the Consultants Competitive Negotiation Act, and other-applioable le„ • 133.05-3 • ,Fee Limitations Any` suthorized'oompensation for Additional Services, either professional fees or reimbursable expenses, shall • not include adciitionai .charges for Office rent or overheat) expenses of any kind, including tocai telephone and utility charges, office and drafting supplies, depreciation. of equipn snt, professional dues, subscriptions, ,reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees tirxie or travel and subaistehoe not directly related to a project. For all retm• bursable services and sub,,consultant costs, the 'Consultant will. apply the muttiplier of one- {I»}. tirnas the amount expended by the Consultant. B3.06 PAYMENT NT EXCLtl sIQNS The Consultant shall not be compensated by the City for fevistons arid/or modifications to dreWtngs end specifications, for extended cohbtructlo"n administrati`on,. or for other work when such Work is due to errers or omissions of the Consultant as deterrn'ined by the City, B3,07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspetided for the;oonvenlience of.tha City for rrtore than three months or terminated without. any' cause in whole Orin part; during any Phase, the Consultant "shalt be paid for•servioes duly authorized,. perfornned prior to such Suspension or termination, together with the cost of authorized reimbursable servi`ues and ;expenses then due, and al)• appropriate, applicable, and docum rated expenses resulting from su h suspension bn termination, : if the Project jig resumed after' having" been Suspended for more than three months, the 0.onsuitant's further compehsatinn shall. be subject to retiegot ations ARTiC; � 4 PAYMENTS TO T & CONSUJLTANT B4 O1 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant, The Consultant Shall: utilize the City's lnvoice Farm which can be found en the City's Webpage at www.miarninev:trim/Canitallrnprovements/pages/Prot ire'ment 7praortunitlss. Falture"to use the City! Form will result to rejection of the invoice.. Mtscella eaus Civil Engineering Services SRS Engineering, t32 No. t 213-004 134.02FORCC11/1l?REHENSIVEBASIC SERVICES For those Protects and Wont orders Where cornpreh,ensive design services are stipulated, $aid payments shall,. in the aggregate, not exceed the percentage of the estimated total Basic Compensatlon indicated b.eiaw for each Phases B4.o3BiLLING HQUi L RATE • invoices subrrrltted by the Corisultant:shall be sufficiently ;detailed and aceompan'ied by 'supporting documentation° to allow for proper audit -of; expenditures; °When services are `authorized ortAn Hourly Rate basis, the Consultant shall subnfitfor approval by the Qirector, a duly certified invoice, giving names; classification, salary rate per hour, hour's worked and total charge for all personnel directly engaged on a. project Or task;; To the sum thus Obtained, any authorized Reimbursable Services Cost maybe added. The Consultant shall attach fo the invoice .all supporting data for payments made to and incurred by the Sub-Cansultafits' engaged on the Project, In addition to the involoe, the Consultant shah, for .HourlyRate authorizat'tons,:submit a progress. report giving the :percentage of completion of the Project .developrnenrt and the. total estlrnated fee to coompleticn, • B4.04 PA?BENT FOR AbDITIONAL SERVICES REIMBURSABLE EXPENSES P.ayrnent 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 subrriit for approval. by . the Qirsctor, a duly certified invoice, giving names, cleseificatlon, salary rate per hour, hours worked •and Iota} charge for iperionnel directly engaged on a project or 'teak. To the sum thus obtained, any authorized Reimbursable Services Cost may be added The Consultant shall .attach to the invoice ail supportir"ig data for:payhi nts''i'#'i"ode to°br aosts'lrtcurred by.tfie Subft`Ofi ultonts engagecind the"proJect trr tak: in addition to the invoice, the Consultant shali.,`for Hourly Rate ;authorizations submit a progress report giving the percentage of;completion of the Project development and the total, estimated fee to completion; 3 od-t • bEDUC"I IONS :No deductions shall be made from the Consultant's compensation Oh ,account of liquidated damages assessed against contractors ef• other sumo withheld from payments to oontraotors< ARTICLE B5 32EIMBURSABLE EXPENSES:' EiS.o'l �E�.ERAL . Relrnpurssble Expenses are those items authorized. by the City outside of or'in addition to the Scope of .. Work as:. identified :in the Work Order jas Basta Services and/or:Additional Services) and cons et of actual expenditures mrde by the Consultant and the Consultants°.employees, the trb Corisultar7ts, and ;the Specidi Sub- Consultants In the :interest of the Work for the.purposes identified below; • Transportation Transportation shall net be •considered as, I And‘Pet Vern B5r0�i- arr reimbursable expenses under thiss Agreenfent. shall hot be considered as reirnburaal le expense Travei end per diem expenses. this.A reement; a�a Cornmuntcation Expenses identifiable-corrrnunlcati fon expensesapp telephone, courier and express .mall betwe .4 Oder ivsd by th.e. Project' Manager, long distance •n Consultant and Sub -consultants. .•Reproduction ; Photography Cast of printing, reproduction or photography, beyond that which is required by prof the Consultant to.:del`iver :services; set forth in this Agreement. ,NI reimbursable expenses : rnust,be accor"ripdnied by satisfactorydocumentation. Misdallaneous Civil Enginoeriri;g Services SRS i*htineeririg'; Inc. RFQ No, .t 2-18 b04 ATTACHMENTS C0MPENSAT1ON IB6 01-5 'Permit Pees All Permit fees paid to regulatory agencies for approvals directly attributable to .the Project. These ::permit .fees do not include those perrnits required to be 'paid by .the Construction Contractor: B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are llrriited to the items described above when the Sub- , Consultant 'agreement °.provides --for -reimbursable -expenses• and when.- stUch -egreement-has .-been ... previously approved in writing by the Director and subject to ail budgetary lir'nitatioris of the Cityand requirements of ARTICLE.i,S herein ARTILE B6 CO MPE,NSATJON 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 of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -tile in accordance with this provision _without the necessity of further approvals£::compen'sation, fees or. documents beingrequired and without recourse for suchre•use. Miscellaneous Civil Engineering' Services, 1341• SRS Engineering, Inc. NMI No. t 21 3-004 ATTACHMENT B- COMPENSATION ATTACHMENT 8 - COMPENSATION ' SCHEDULE B1 - WAGE RATES SUMMARY INDIVIDUAL NAME Ignacio Serralta Nick Benedlco. IgnacIo izarna Ulysses Batista Qliverio Sanchez; Gisela Rey Dan Maher; Revocatus Kanllwa Riza Hosein Delay Munoz -Percy, Alex Medina Tim O'Neil; Sharat Kail iri Jean-Claude Fontaneau 'LaYla Liewelyn, Quang Le, cam Kanike :M t rrenkafesn Mabel Rodriguez Maria Monroe Odalys Lopez Alex Morales Alyson Nunes.. Alex Chiinnery Yinet Prieto Dornelle Thonnas Arun Krishnarnoorthy Kelly .Morrison Daniel Morao Luis Hurtado; Juan Carlos S John Carr Arnaldo Gutierrez., Aida M Curtis �lfer Roder Tiffany Marston JuRo PersiVale Suyin De Castro Thomas Brownell BabbyJones JOB CLASSIFICATION 'Principal Project Manager. Project, Eingirieer enioi ;Pngrnee lerioal CAD i Technician i ngineerjng tritem Senior Engineerinc Technician Inspector Senior Landscape Architect Landscape Architect _andsca • e Architect Intern CADD Clerical Senior PM Additionally t1..e City vrill pay: 1.. 3 Man Crew;Part.y Party Chief Instrurrient Mari Rod •Mari Burdened £Daily Rate ($044,0t ) Uri Miscellaneous Civil Engineering SorVices SRS Engineering, Inc., NEGOTIATED N(1UfILY RATE $77: 00 .3 $44,71 $13.0() $25.00l.: 00'. $23.(;10. $23,00 $52.00 $34.00 $25,48 $25.00 13.00 $42.03 4 Man Crew Party Party Chieff:. Instrurnent Man Two Rod Men (Burdened Daily Rate: $1177.29) lOUALY'Wr • (2,0 multiplier Applied) $223.30 169.30 129.66 $150$. $37. 70 $72,50 $89.90 $66.70 $66.7 $150,80 .60 $73.89 $72.50. $37.70`. 121,89: 43.5E RED Na. 12»18 004 • CORPORATE RESOLUTION SRS Engineering WHEREAS Inc desires to enter into an agreenient/amendment with the-Oity of Miami for the purpose of performing the work described in the agreement/amendment to which this resolution is attached, and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the President (type title of officer) Ignacio Serralta , is hereby authorized (type name of officer) and instructed to enter into this agreement/amendment, in the narrie and on behalf of this corporation, with the City of Miami Upon the terms contained in the proposed agreement/amendment to which this resolution is attached and to execute the corresponding agreement/amendment, DATED this 14 day of February , 20 14 Corporate Secretary •(Corporate Seal) CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROI.ESSIONAL SERVICES AGREEMENT ervice Category Miscellaneous Civil Engine antr ctType MIsce(leneaus`Services Consultant R.J.'Behar & Company' TABLE OF CONTENTS ARTICLE 1, PEFINITIOI+1S „ , GENERAL, CONDITION .,,,.. , •,4•a O... . 2.0 1 -:1 1=; tYt ae, a.r•+er�.a f)rr .3 •. 2.02 SCOPE OF SERVICES 2.03 COMPENSATION ARTICLE 3 i ER1 O MANI E 3:01 :PERF 3RMANCE AND:IDELEGATION.. ,t12 MOVAL C1,F UNSATISFACTORY PER8ONNEIMe,.d. ry ,.,.•Yi:.f r..,,, .:; , 3'.0 0014 1. LTANT KEY STAFF •, • �3.0.4' T1ME�FQR PERFORMANCE •.�, i.,. :,413 •nt,. ry,^7. AF:+r�.• tCLE."vp�iW�if7"trr0.:if SLJL AW 1 r7 •• • ,... .r. ,r... .,,.. • t. v',. .,f+.i,,, •r:s. ra....r- a.y.,,.;-, „ ..rx' •. d.. ,.•.. 4,M7 1 GIWNERAL .i: Y£•tf£_.• i ,♦#v 3 Yi. •i,i.. _ _ ! 's.. ..7 -ARTICLE. 6 DEFAULT n,d,.,i.F. .vnf. w,. r. .....a:,1:.. vt i, awf,.ex er v, Vi..ye£ Vva YY ixaf x1 .(5:.k.. 4„l.frftef:.a VY... ...;" v..-ever. 1 S.61 GENERAL .a /�r� /�y n f.u•. 0, £avt • a02 CV NCI! 1 1Y l:A.F� 1.l FAULI f :V.ri f rY ,-,trf eer a. e,.x i n .I..p ,ra.t,:r� , f,:re .. iy .... 7 5.03 TIME TO CURE DEFAULT', FORCE MAJEURE,..... •....,.,. ..., .,a . -,, ,, , ' ARTICLE 6 • TERMINATION OF AG.RET ME,NT, ....... , , 4. xa. .i 6.01 CITY''S'RIGHT Tt TERMINATE r.tf„„Yn t5 xfi i r.v. a,f 44 .err ,r. .r,. r, rr i � iv,x+• .•.rvn a•:.• , Tf .,n:l .,. 6 02 :CONSULTANT'S RIGHTTO TERMINATE £ art, ,• rd , ::.. , i ,: ..$ 6.I}3 : ..TERMINATION DUET° UNDISCLOSED LOSSYIST A1R •AGENT:.... f . a ,. {� ARTICLE`7 RECORDS, ,,„,...-„,:•:- DOCUMENTS AND RECORD ,a: ;,..,, . :• i•. ••Y.,.i .,, ..•.,,,a.. £ ,• ,,,:, • •. -.•: , 9- - 7,01 OWNER8141P OF DOCUMENTS ` e ,• ,;,„„ r, ..,..,,..-,..:-,,,,,,...,;,-..-,.,—,•.r.:, ;s,, :;,... .,<„9 7.02 (DELIVERY UPON REQUE 7.03 ItE.0 aE BY CITY 1.04 .NONDISSOLO URE „.. 7,06 NMAINTENANC QF RE ORDS..:F . ARTICLE'S INDEMNIFICATION, .,•.:0., 'ARTICLES INS1JRAI+ICT�.: r-...x 7.06 COMPANIES PROVIDING COVERAGE .,, 7 07 :VERIFICATION aF INSURANCE COVERAGE 7,06 'FORMS OF COVERAGE; 3 .. , • .. . .... MO 1PIGATIONS TQ COVERAGE ARTICLE 1 7,09 AUDIT RIc3HTG;, 1 i SUCCESSORS AND ASSIGN$ .: TRUTH -IN t. Ec Otikrio U CERTIFICATE .. • i 4 APPLICABLE LAW ANID VENUE OF LITIGATIOi,, . .NOTICES ,..,,,,,. JOINT PREPARATION PRIORITY OF PROVISIONS., MEDIATION -WAIVER OF JURY TRIAL . �{.. /:y7 '1!IULae 4,.i ,1'„l ,.fFr, , •i<.... 7.3 COMPLIKkii 11YITH LA1NS 7.21 NO PARTNERSHIP. fr J 12. ,12 12 v13 •413 14 `ABLE OF CONTENTS (CONTINUEm 7,22.DISCRETION OF :DIRECTOR 723 RESOLUTION OF CONTRACT DISPUTES; 7.24 INDE ENDENT Gt NT tACTORtr, . ,,,,., „ r.t,•... Y ,! l,... , .ATTACHMENT A . SCOPE OF WORK ..... ARTICLE _A 1 GENERAL , AI.01 A1.02. • WORK ORDERS ..,, AR4fICLE A2 , AS,ICS RViC S • a.,.. A2,01 DEVELOPMENT OF OBJEC11"IVES ... A2.02. ANALYTICAL REl/IE111C.s i ,. A2.03 SCHEMATIC DESIGN A2.04 DESIGN DEVT?LOPMENT e A2.06 CCINSTRUCTIfN DOCUMENTS E;.x xai. • • Yi 1. ... ., .,,r},1 .20 1.. r ..lie ♦a, ,i.> i2rJ�2 /L/w. A2.06 BIDDING AND AWARD OF CONTRACT ... .::. ....... . ,.�..23 .A2.07. ADMINISTRATION OP THE CONSTRUCTION CONTRACT 24 ARTICLE A3 ADDITIONAL. -SERVICES 27 A3.03 ADDITIONAL DESIGN .. .,}„ , ,..,... 27 ARTICLE A4 CITY'S RE PON IBILITI S . „ 4. ,2 ' A4.01 PROJECT A SITE INFORMATION ,,,a.,i,. f , ... ,. •. ,.. „ ..,,t .....::; ,,. r,an. ...x1,! ...:,. 27: A4.02 CONSTRUCTION MANAGEMENT Y ,Y, , ,, ,.,, : Y ....., .,. ..r,., zs. SCHEDULE AI. - SUB -CONSULTANTS •,x,r , V: t ,si .n,..; i.,,... ,k .Y., x .x,n. > ..,,, Y,., ,..,x < .<.2ji9 SCHEDULEA2 w .. TAP .ry •r,tY ,,,✓ i.ay.,.. ,bi 4{ Yaa4• aF Y}v Y;Y1,vi,l•1i12417d gY,fYei Y/I f 9 ATTACHMENT . - COMPENSATION AND PAYMENTS...,......." ;, r,4 .,I ,:. 30 ARTICLE8,1 METHOD OP COMPENSATION:.. .:il... ......:..... .. .. .. .....a. ,. , ,Yt, r. , . „x, 30 .30= B1.02CONSULTANT NOT TO EXCEED. , , ,if.... ARTICLE B2 WAGE RATES. ,.. ••„ B1 01 COMPENSATION LIMITS '82.02 EMPLOYEES AND JOB. CLrASSIFCCATIONS .<.....<., .. •.• ..... , ,..••... ..., ,f•, < 3 •••••r ,..:f .,30. 82.03 MULTIPLIER 4: . , .30 82.05 EMPLOYEE BENEFITS AND OVERHEAD ,i •,:i a31 182.06 ESCALATION..;:, . , 'ARTICLE EIS COMPUTATION :OF FEES AND COMPENSATION.,,.............. B3.01 LUMP SUM .: ,i ... a<.. . ..31 53,0'2 HOURLY RATE FEEL, .,,..., i „Y w.:,, 4>, ,r. .,.rY:r, Y.e„ . , :,,....... $' 13343 REIMBURSABLE EXPENSES.„ ......}, , ....,r. .,,, e....,, iY <rrr,n ..,r , 41 1:33,04 FEES 'FOR ADDITIVE ar DEDUCTIVE ALTERNATES 83.05 FEES FOR ADDITIONAL SERVICES,..............,.."..".,„......,;«•,... Y... ,} < ...,.i :, Y..32. 83.06 PAYMENT EXCLUSIONS „ f 32 83.07 . FEES RESULTING FROM PROJECT SUSPENSION . e4V�:t.Y, vv: Y<,:�,, wr, w, . ,, tY ,.• I✓ f .Y4rvr.,: •v,:Y A TICLE,_84 , Y,IIENTS TO THE.CONSULTANT,Y..,,..,,.. 'se.n,., 4 : „i• .,.,i. 84.01 PAYMENTS GENERALLY i:.r,l.: :, B4 0 FOR COMPREHENSIVE BASIC SERVICES..,.., „ 884✓03' 8IL:1Nt HOURLY'0TE .. ,:. , , , B4..04. , PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES ., „33 r.}...,33 ARTICLE 55'REIMBURSABLE EXPENSES . :33 ry 55r02 REIMBURSEMENTS TO THE SUB -CONSULTANTS ar. , , ,.,2•,,,, 34 - , 1 x t ARTICLE B6 COMPENSATION FOR REUSE OF PLA S AND SPECIIyICATII , „ , :. .t.,Y, ,Y 344 SCHEDULE L3'I-WAGE,RATES SUMMARY MIsoollaneous CIA Engineering 8 Behar & Company RFQ No,12*13 004 rviice Category Contract Type Consultant onsirlta`nt Office Location City Authorizato.n CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SErwiCES AGREEMENT Miscellaneous Civil Engineering Servi (RF1 No. 12-13-004) Miscellaneous Services R.J: Behar & Company, Inc, 7850 NW 146th Street, Suite 504, Miami Lake Section 18-85 THIS AGREEMENT made this ° ` dayo between THE. CITY OF MIAMI, FLORA A, hereinafter c .Cornpany, Inc. hereinafter Called the "Consultant," RECITAL ued a Request for QUalific in the year 2014 by and lied the "City," and R.J. Behar. A. The City iss atic November 19, 2012, for the provision of Miscellaneous Civil and the Consultant's proposal ("Proposal"), in response they most qualified for the provision of said Services, The RFO referred to herein, collectively, as the Solicitation Documents, and:are by this expressly Incorporated into and made a part of this Agreement asif set forth in full. B. WHEREAS, the City, through action of the City Manager and/or the City i Commission, as applicable, as selected the Consultant in accordance with Section'287,05 , Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provision v? the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein' set Ilows ceilaneous Civil Engineerinc services I: Behar & Con)pan.y its {"RFQ") No. 12-13-004 r Engineering Services ("Services") etc, 'was selected as one of the grid the _Proposal are sorraetirnos re n RFC No. 12-'i3-004 AI TILL '1 DEFINITION '.01 AddItionat Services rnearis Florida Statutes and City Code. l".{2 Attachments means the Attachments to this Agreement are expr and made a part of this Agreement as if set forth in full.. 1.03 Base ,1 Services, eans the amount of Garn.p PROF r=$$K)NAL SERVICES A REFMENT ny Work defined as such in a Work :Order; secured in corrrpiianca With sly 'incorporated by reference on rn;utuaiiy agreed upon for the completion of Des 1,04 Bask Services rtleans those services designated es such in a Work order: 1:05-CityCorrrizxission means the legislativo.body of the City of iyilanir:. 4.06 CityManagerrneans the duly appointed chief administrative officer of the City of Miami. 1.07 City Qr Owner means the City of Mlarrri, Florida, a Florida municipal corporation, the public agency which Is a party hereto and for which this Agreement is to be_perforrred, In all respects hereunder, the laity's performance is pursuant to the City's position as the Owner of. the Project. n the .event the city.. exercises its regulatory authority as'a governmental body, the exercise of such regulatory authority and the enforcement of eny rules, regulations,, codas, laws and ordinances- shall iba deemed to have occurred pursuant to the Citys authority es a governrnental body and shall not be attributable in any Manner to the. City as o party to this Agreement. The City of Miami shall be referred to herein :as "City" For the purposes Of this Agreement, "City" without modification shell mean the City Manager. 1,08 Corrymunity BuBE) siness Enterprise e Cmeans a business that has registered with the relevant Miami -Dade County agencies to OoMpeter for County consulting contracts and has declared, by registration for statistical purposes, to be aCBI: 1.09 Consultant means the individual,, .partnership; ,corporation, association, joint venture, or any cornbinaton thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services.to the City, 1..10 Contractor mean an 'individual, partnership, corporation, association, joint venture; or any combination thereof, which bps entered ;into a contract with the City for construction of City facilities and incidentals thereto'. 1.11 Director moans 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 Agreeh ent, the Director is the top adrrrmnistrator of the Department of Capital lmproverrients Prograrn or designee, 1.12 Inspector means an employee of the City 'or of a consulting firm hired by the the City.to make observations of Work performed by a Contractor.' 1.1 Notice To Proceed means same :as "Authorization to Proceed. A duly authorized written letter directive issued by the Director or "Project Manager aeknewiedging that all conditions precedent have been Met and/or directing that the Consultant may begin work on the Project, 1.14 ,project Manager :rrioans'an employee ar representative of the City assigned by the Director to age and -monitor Work to be performed under this Agreement and the construction of a protect as a r°ect representative of the City. 1,15 Project means the construction, alteration and/nr_r'epair, and all services and in s City facility As contemplated and •bttdgoted by the City, The Project or Projects abet in the Scope Of Services and/or`Work "Order issued pursuant to this Agreement, 1. 6 Professlona! Services means those services within the scope of the practice of arehitectur professional engineering, or registered surveying end mapping, es applicable, as defined by the laws of Miscellaneous Civ'ii Engineering. services; RAl, Seller:& +Corepeny denials thereto, of be further defined N0.1213-064 PROPESSI0NAL sERviets AGREENOT the State:of Florida., or those :performed by any :architect, professional engineer, or tagistered',$u6MYQr or mapper h torrilictiOn with his or herHprOteOldnal •ell1P16Yrnent :Or PrOtice, These services may be • abbreviated hereirt as.4architeoturalt engineering services 1. orifprefesSiOnal servieet", es applicable,•Wheh .•• are-Withinthis definition .1,11 Risk -Admirrittrater means the OitY1s Risk Management Administrator, or designee, Or!' •The individual named by the City. Manager to administer matters releting.to risurahe and 'Ogic .of loss for theCty . . • .- • • • • 1,1•8 $cope of Servioee- or Sptylops means a comprehensive descriptionof theactivitlep;tess,:desigri • features, objectives, :deliverables and milestones required for the completion of•Prbjea or an assignment with sufficient detail to allow a reasonably accurate estimation of tesoprces necessary forito:Oornpletion. Sub;,cOnsoItont rneans a persOn or erganilatiOn of properly registered .1profestional arehitectS, regittpred surveyor ar mapper, aridter other .profettional:,Speolalty - that has entered into written agreement. with the Consultant to furnish specified profetalbrial seNjoet fore Project or tatici Wage Rates rneens the effectivediretexpertep to the Consultant 0nd/or' tha SUb,COrts4Itant, on an, . . hourly rate baslas for•empitoyees in the specified professions and job categories -assigned to provide services Under this Agreement ihet jtiatify:and form the bads for prOfeeional:fee$ rOgerdieta of actual manner et oornPoosatiort, • • • . . 1,21 Work Means all tervicea, Materiata..and equipment proVidedibytor under this Agreemerit:with the • • '• • • • , • : • - .• • 1,22 E Work Order ..means :0 dooument Internal to the City atitherif Specific zing: the performance -O: ....„ . . •• prefessIonal Servibes for a defined Projector Projects, • .• • 1 23 . • .• Work Orger eripp9sai Means a docuMent, prepared by.theCensultent; at the:(eqbest of the city for I:Oen/toes to be provided by the COriptittention tpecifie phase Of a P,.raject.: . : . 1.24 Pretes$Ionot Services A900iligot ('Agreement3' or r uPSA.M. means this Agreement .and all attechitients•end 'any authorized amendments thereto .-- In the event of .a conflictibetVien the Response to the Request for Qualifications ( RFQ. )•ettd.the ConSultents:responsethereto the RFQ wiUcontrol,: In the event of any conflict ;between the The Contoltent,t response to the .RFQ, this PSA will control. 'In the everlt of erly-e.ohtliot ketweeh -this P$A and attannnientalhis.PSA..Will COntrOL ' • • ARTICLE 2 98NERAL CONDITIONS 2.01 TgRiVt. Theterm of this Agreement shall be for two (2) years nernitiending on the tfiectiv.e date hereof. The city; by action of the City Manager, shall have the option to extend the term fortwo (2) additional periods of, . one..,(1) year eaoh, -euhjectto continued satisfactory performance as deterMined by the Oirector, and to th evallabilltY and apPrer.itiation :Of funds City Commission authorization of :this Agreement Ithcip.det delegation O'r: authority to the City Manager to edminleiretivety 8pproValsalil extensions provided that the • • : - - • • compensation limits set forth in ..204 are net exOeede0.: :.xterislonbf Expiration 'Date • . • • - • • - in the event the coheeiteht is engaged in any :Projeet(s) on the Agreement 'expiration date, then -this Agreortierit sliall remaintn offoot ufltil COMPlefir)rt or:tenni nation' of .said . Project(s). No new Work Orders. shall be issued after the: •expirationdate, • -• • . ,. • • • - 2.02 SCOPE OE SERVICES I and The Consultant agrees to provide the 'Services es specifically described and under the specal terms conditions set forth in Attachment "A" hereto, 'which by this reference Is inoOrporated into and made a part Of this Agreement. 'E4is5bethiheoLis 6.11/11 EnOmatitIOS4siides R.). 'Behar &Company RFO No.12-13-004 PROFESSIONAL AGREEMENT 2.C13 CQM:PBNSATIQN 2.03-1 Compensation Limits The amount of compensation payable by the City to the Consu]tant shall be a lump sum or riot. to exceed fee, based on the rates and schedules established in Attachment 0 hereto, -which by tills reference le incorporated. into this Agreement; provided, however, that in no event shall `the amount of compensation exceed five hundred defiers '($5QO,000,00) in total over the terra of the Agreement and any extension(s), Unless explicitly approvedby action of the City Commission and put into effect by Written amendment to this .Agreement, The City may, at its sole discretion use Other oornpensatior methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, ipaympot, •reimbursable expenditure, cost or charge beyond the compensation Jir its of this Agreement, as it may be amended from time°to time. 2.t?3-2 : Payments Unless otherwise specifically provided in Attachment B, payment shall be made: in accordance with Florida Statute Chapter .218r Pert Vll, Local Governntent Prompt Payment -Act, after receipt of the CansuItant's.Invoice, Which+_ shall be accompanied by sufficient support€ng documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 248.72, Fla. Stet,, and to allow a .proper audit of expenditures,.. -should the-City;require :one to be performed >;if the Cortsuttant is entitled to reimbursement of travel expenses, then ell bills for 'travel expenses shall be submitted in accordance with' Section '112 0e1, Florida Statutes, The Cori ultant,ahell uti ize Attachment C" for :thhe submission of invotoasf '2,04 COMMUNITY BUSINESS ENTE PRII I Pursuant to City COde Si folloW'ing CBE participation CBE") PARTICIPATION REQUIREMENT ion '18tl87, ail Proposers roust egta rernents per Ordinance 13331 Assign :u minimum of fifteen percent (15%) of the contract va€ue to first';: certified by Miami -bade County as a Community Business Enterprise ("CBE") 2} : Place a specific emphasis on ut lizirig IacaI municipal boundaries= ll businesses he currently €thin the City's ARTICLE 3 PERF. RMANC,N 8 01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the Consultant's 'oWtn staff, unless otherwisetprovided in this Agreement, or approved, ii writing by the City. Said approval all not be construed as constituting an agreerrterrt between the City and sold other person or firm, 8.02 REMOVAL OF UNSATISF:ACTORY.PER ONNEL . Director or•des€gnee may make written request to the Consultant for the prompt rernoval and replacerriant of any personnel emphoyed or retained` by the Consultant, or any Sub=Consultants or. subcontractors, or any personnel of dny'such Sub -Consultants or sub -.contractors engaged by the Consultant to provide and' perform Services or Work pursuant to the requirements of this Agreement, The Constiltent 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. Ali decisions €m/olving personnel Will be Made by. the Consultant, Such request .shall solely relater to said employees working under this Agreement; 3,03 :CONSULTANT T KE? STAFF The parties acknowledge that. the Consultant. •was selected by the City, in part, an the bas quallficatians of particular staff identifiedin the Consultant's response to the Gity's solicitation, herelnaf referred to as "Kay Staff' The Consultant shell ensure that Key Staff are available for Work. hereunder long as said Koy Staff lean the Consultant's employ. The Consultant will Obtain .prior written acceptancs of lirector or designee to change Key Staff. The Consultant shall provide Directory ordesl9nee with such :e1faneous Civil 1 rigint ertn Sep R<l. Behar & Company h RFQ No. 12.I3-:904 PROFESSIONAL SERVICES AGR"EEMENT in f rmation ins necessary -ts determine the suitability of proposed riew Key Staff. Director will act reasonably in evalluating ;Key Staff' qualifications. Such `accept noe.shali not constitute arty responslia%lity or lability for the individuaits ability to perform. ,f 4 TIME F R:PERFORMANCE • The Consultant• agrees tt start ail Work hereunder upon receipt of a Notice 'to "Proceed issued by the Director -and to complete each ;assignrent, task or phase within the time Stipulated in: the Notice to Proceed. Time Is of the essence iith respect to:performance of this Agreement. A'reasoneble extension, of the :time for completion of various assignments,, tasks t r phases racy be: granted by the City should a" :there be - delay on the part of the City in fulfilling its obligations under this Agreernent as stated herein, iiSuch.eXtension of time shall not be cause for any Claim:by the Consultant' for extra compensation, ARTICLE UBCONSULTANTS 401I GENERAL, 4,6i41: A Sub -Consultant, as defined irx Article i; l is a firm that was identified as port of the consulting team in the competitive selection process by which the Consultant was chosen to perform the services.' under this Agr'eernent, and as .suoh,:'le Identified •and listed in Soh,edule Al attached hereto and incorporated by reference..• . 01W2: A Specialty Sub Consultant 'fs a person or organization that has, With the consent of the • Director, :entered into a written agree ment with the Con::fu sultant lornish:unique and/or specialized professional services :riecesssry for a project or task described under Additional Services. ,Such:. Specialty SubConsultant"shall be :addition to those identified in chedtlie Al. 4t1 UE-CONSULTANT RELATIONSHIPS 4.024 Ail services provided by :tire $ub- onsuttents shah be performed pursuant to ..appropriate. written roat: ents'.batween the Consuttant.and the Sub-Consuitaftts, whieh,shall contain provisions that preserve and protect the rights of the City under this Agree -Mont. 41,r)g-2 Nothing contained in this Agreement shall: create any contractual or buslnass .relationship between the City and the. Sub -Consultants. The 'Consultant acknowledges thet "the'Sub is Cortsuiter are entirely raider his direction, control,-supervisionY retentlorr andfvr discharge. 4,03 CHANGES TO CUB -CONSULTANTS `The Consultant shaft not :add, rnodify, or change any Sub Consultant :listed in Sohedulo Al Without on+ written approval by the Direotor or designee, in response to a written request from the Consultant stating the reasons for arty proposed substitution, .ARTICLE 5 DEFAULT 01 :GENERAL. if :the Consultant fails to comply with any terra or condition of this Agreement,yor fails' to,perforrn any of its obligations hereunder, then the Consultant shah be in default, Upon the occurrence .of a default. hereunder the City, in addition to all remedies available to it by Ia*,,'may immediately, upon Often notice: to: the Consultant, terminate this Agreement whereupon all payments, .advances, or ether ,compensetlen paid by the City to the Consultant whilethe Consultant was in default shall be immediately returned to the City» The Consultant understands and agrees thet:termination Of this Agreement under this 'section shall riot release the Consuftantfrom any obligation accruing.prier to the effective date of terrrilnatlon. in the -event of terrninetidn due to default, in addition to the foregoing, the Consultant shall be :liable to the , City for ail expenses incurred by the City in preparing end negotiating this. Agreements as well as all costs and expenses Incurred by the City in thhe re,procurerhent of. the Services, including consequential and incidental damages. '.In the event of Dafault,.tha City may also suspend or withhold reintbursements from the Consuttant until such tin* as:the actions diving rise to default hove been cured. 5,02 CDND1'JONS OF DEFAULT A finding of Default and subsequent to following. 'iuliscelianeous Civil Engineering F .J. Behar & Company rvics f i e tray include, without limitation any of the RFC No, t PROFESSIONAL SERVICES AGREEMENT 6.02.4 The Consultant falls to 'obtain dr ,maintain the ,professional engineerincg ertifioa' llcensure Insurance or bonding herein required. 6.02.2 The Consultant fails to comply; in.a sub$tantial 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 allowedto cure such default,. 6.02-3 "fhe Consultant falls to commence the Services within the time.provided or contemplated: herein, or fails to complete the Work in a timely manner as required by this, Agreement: 5.03 *TIME TO CURE DEFAULT, FORCE '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 sure said default wlthin time stipulated In said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required pure if the Consultant provides written justification deemed; reasonably suffidient, If the Default has not been corrected by the Consultant within the tirne specified the Agreement shall be autornatically terrninated on the lest day of the tittle stipulated in 'Said t'�otice, Without the necessity of ant further action by the City. Should any such failure on the Part of the Consultant be due to a condition of Force Majeure a is interpreted under Florida law, then the City may allow an extension of time reasonably corgi with the cause ofsUch failure to perform or are. ARTICLE 6a TERMINATION -OF -AGREEMENT .01 CITVS RIGHT TO TERMINATE The City, including the' Director ar destgnee has the right to terminate this Agreement for any rearm or -no-: reason, upon ten 00) days' Written notice Upon termination of Chit'Agra er sent, all charts, sketches, studies, drawings, and other documents, including all electronic• copies related to York authorized under this Agreement, whether finished or not,. must be turned .evert o the Director or designee. "life Consultant shall be paid in accordance with provisions of Attachnient.13, provided that said docurisentation is turned over to Director or designee within ten:. (16) business days of termination. Failure to 'tiriely :deliver the docurnerntation shall be cause to Withhold any payments due without reoeurse by th `Consultant. until all documentation is delivered to the Director"or designee. 6.01»1: The Consultant: shall have no recourseedy from any termination made by the Qity e)tcept to retain the fees, arid allowable casts orteimburseble expenses.,earned compensation for:` the Services that Was performed In complete compliance With.: the Agreement, as, fuil and final settlement of any, claim, action, demand, cost charge.or entitlement it may have, or will, lave against'' the. City, its officials or employees: 6.02 CONULTANT'$. RIGHT Tip TRMINAT The Consultant 'shelf have the right to terminate' this agreernent, in writing, fallowing breach by the City, if breech of contract has not been corrected. within surly (60) days 'from the date Of the City's ;receipt of a written statett'rerit,frorn°the Consultant specifying its breach oaf its duties undet-this Agreement. 6.0:TERIVIINATiDist DUE TO UNDISCLOSED LOBBYIST OR ASENT The Consultant warrants that it has not employed Orretained any company or person other than abonn fide employee working solely for the Consultant to solicit or eeoure this Agreement and that he or she has not paid ,or agreed to :pay any person, company, corporation, individual, or firm, other than a bone fide er"rr.ployee working solely for the Consultant any fee, cornrissian,. percentage-, gift, or other consideration contingent upon or resulting from the award or snaking of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at .its discretion, to deduct from the contract price., or otherwise recover, the full amount ot` such fee, commissions percentage, :gift, or consideration isaellaneous Civil Engineering R.J. Behar & Company PROSE iONAL SE kVl.0ES AGRE.EMENT A€' T1CLE i DOCUMENTS AND RE:ORDS 7,01 OWNERSHIP OF DOCUIVMENTS All tracings, plans, drawings, specifications, maps; computer files, and/or reports prepared or obtained under this Agreement, as welt as ail data collected, together with surnmar€es and charts derived there from, including al[ electrortic digital copies will be coyisidered; works made for hire and will, `based sin inorernental transfer wherein the above sE ail become the property of the City upon payments niacin to the Consultant or termination of the Agreement without restriction or limitation art their use, end 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 riot copyright any ratchet and products Or patent any invention: developed under this Agreefnent h City shalt haVe the.right to visit the site for InSPectiorr of the work and the products of the Consultant at any time. The consultant shall be permitted to retain Oopies„ inaltiding reproducible copies, solely for information and reference; in ..connection with the City`s .use and occupancy of the Project 7,02. DELIVERY UPON REQUEST OR CANCELLATION Failure of the'.Consultant :to promptly deliver all such deournents, both. hard 'copy and digital, to :the Director Or designee within ten CIO days of cancellation, or within ten (10) days .of request by the Cty, shell be just cause for the City to withheld payment of any fees due the Consultant ttrttil ttte Consultant detivers all such ,documents, The :Consultant shall have na recourse from these requirements;._ T. 3 RE -USE BY CITY it is undorstoad that alt Consultant agreements and/or Work Orders for new work will include the provision for the rep -use of; plans and spec. ipatio s,:including construction draw ngs., at the City's some .option, end. 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 ar documents` being required and without. recourse for such .re -use. The Consultant w€li :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 tarfris .and conditions of this Agreement. 7.0 NONbISCLOSUR TO the extent allowed by law, the Consultant agrees not to divulge, furnish ,or snake available to any third person, firm Or :organization,. without Director or designee's prier written consent, or Unless incident to the proper performance of the Consultant's obligations hereunder, Or in thecourse of judiolat or €egislative proceedings where such inforroetion . has been properly subpoenaed, any non*public information> concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its .employees:; agents, Sub -Consultants, and subcontractors to ,comply with the previsions of this paragraph. 7.06 MAIL TENANCE OF R CCRDS The Consultant wilt keep adequate records and supporting documentation, which cancers► :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 documen:tatioh.will be 'retained by thhe Consultant fora minimum of three (3) years from the date ,of: • termination of this Agreement or nisi date the Project is completed, whiichever is later The City, ar any duly authorized agents ar representatives of the City, shell have the right to audit, inspect, and copy ali such records and documentation es often es they deem necessary during the period of this Agreement and during the three (S) year; period noted above, provided, however such activity shell be conducted only during normal business hours, Consultant shalt additionally comply with Saction: t 10.o70 ,, Florida Statutes; including without limitation; (1) keep IttOlntain pub€€a records that ordinarily ,and necessarily would be required by the City to perform this service., .(2) provide the 'public with access to public :records an the same terms and conditions as the City Would at the cast provided by Chapter 119., Florida Statutes, ar es otherwise provided by law, 3) ensure that public records that are exempt or .00ritictentlOt and exempt from disclosure. are not disclosed exeept;as authorized by law, (4) neat ail reulrements for retaining Public records and transfer , et rio cost, to -the City all public records in Its: possession ,upon tertninutlor of this Agreement and destroy any duplicate public records that are exempt or confidential .and exempt from disclosure 'Miscellaneous Civil Engineerir R. t. Behar 8, Company RFd Ns. 12-'134)04 PROFESSIONAL SERVICES AGREEMENT requirements; (5) Ail eldctronlcsl1y stored public teoords compatible with the ity's information teehnoiogySystems. 1 t,t)701 Contracts; pubfio records.— urposes of this section,. the term: (a) 'Contractor ;means an individual, partnership, corporation, or business entity that a contract for services with a public agency and is acting on behalf of the public provided under s,119,011(2). test b provided to the City in a farms (b) "Piwilio tiger€cy„ mesas state; county, district, au dluisioin, board, bUreau,i oomrnission, or other separate fey tawo () In addition to other contract requirements provided by iaw, each public agency contract for servi must Include a proviSier) that requires that to comply with public records laws, specifically to (a) Keap and rnarntairi:public records that ordinarily necessarily would be required by the public agency in :Order to perferrn the service. (b) Provide the public -with ecoess to public:records c n the sar public agency.would provide the records and at a post that does not • this chapter er es otherwise provided bylaw. • (c) Ensure that public.reaords that are exempt or' confidential end exerrapt fro disclosure rets are not'disclosed oxcept as authorized by laver. . (d) Met all requirements for retaining public records and �transfar, at no 'cost, to the public agency all public records lrr 'possession of the contractor upon termination of the contract and destroy any;d.upilcete public records that .are exempt or confido6tial .and e (empt from public records ulsolosure requirements. Ail records stored electronioally roust be.provided to the public agency in e format that is corrapatible: m With the information technology systems of the public . gency. raters into gency as horny, or municipal officer, or department, unit of :government oreated or established () .if a ooratraotor does not comply with a public records request contract provisions in accordance with the contract, ARTICLE 8 INCEIVINIfICATIp.NS The Consultant shall indernnify, defend, save and hold harmless the'City and its Officials; employee and agents (collectively referred to es 'lndemnitees``) and •each of therm"from and against all less, costs, taorialties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "Iiabi Goes"') arising out of Or reasulting' from or in connection with (1) :the perform••ance. or nonperformance of the .duties, responsibilities; standards, services, supplies, materials ,and equipment oonternplated bythis Agreement which is•directly or indirectly caused, in:whole or in Pert, by any act, omission, default, professionat errors- or omissions, or negligence (whether active or passive} of GON ULTANT or its enaplrsyees, merits car sub consultants (collectively referred to as • "lndeninifying Parties `"') regardless of whether it is, or is alleged to be, caused in Whole or part (whether joint, to current er contributing) by ally cf, iarriissiarr, ..default, breach, Or negligence (whether active or passive) of the lndemrilfyirrg Parries or •indemnities, or any of them, or (ii) the failures of the CONSULTANT to comply with any of the . rovilons herein, .of (ill) the failure of • the CONSULTANT , or the lndemnitees,:if applicable, to conform to statutes, ordinances, other regulations er requirements' of any`federat. state, :county; or ;ity governmental authority or agency , special distrid or state scheei, iri connactican with the granting ;,approving or performance Of this Agreement, or any Amendment to this Agreement, of any actions or challenges that may arise out of this Agreement, as amended, by, .as duo, to alleged failure.to comply With any applicable •procurement requirements or similar limitations itiiposed on suoh agreements by law, CONSULTANT • expressly agrees to indemnify and hold harr"nless the indernnitees, or any of them, frorn and against. : ms and 'Conditions that the ceed the cost provided in public: records public agency shall enforce the Miscellaneora> R,J, Behar All liabilities which may be aseerted by an employee or former employee of CONSULTANT or any of its subcon€ratters,, es provided above, for which the CONSULTANT ULTANT t liability to sttch employee or former employee .would otherwise be limited to payments under state VVorker'a;Comperisaticn, or sirrtilar lows. This'sectton shell .be interpreted and construed in a manner to cornply with any applicable Florida Statutes, includingp without limitation, •Sections Version A. 726 0 and 7 if Applicable„Severability shall apply to each sentence of this section. This indemnification shatC. .survive the cancellation ar expiratioh of the Agreement. The Consultant shall require all Sub Consultant agreements to included provision that thsy will inlennify the City, The Consultant agrees anti recognizes that the City shall not be held liable or responsible for any claims `w:hioh may result from any actions or omissions of .the. CONSULTANT.In whioh the City partioipated. either. through. review or concurrence of the Consultants actions, in reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way :,sssurnes or :shares any .responsibility or liability of the Consultant • Or Sub Consultant under this A9reernent. • Ten dollars ($10) of the payments made by the City constitute separate,. distinct, and independent consideration for the granting bfthis Indernnfication; the recelpt and sufficiency of Which Is: voluntarily : And knowingly acknowledged` by the :Consultant. .ARTICLE 9 ,INSURANCE` The Consultant. shall not start Services under this. Agre•ement. until the.Consultarit has rti it suranoe,regiilre hereunder arid the pity s Risk "Manager has approved such insurance, 91 1•COMPAWIES PR©Vl.DIt G CGV RAG Alt Insurance polictes.shall be Issued bycornpanies authorized to db business under the laws of the State .of ,FIorids and satisfactory to the .Risk .Adrinistrator. Ali oorripanies shad have a Florida resident agent. and be rued at least A(X), as per A.M. Sest Grirripany's Key Rating Guider Iate$t edition.• 0.02 ',VERIFICATION 0.P INSURANC:COVEt AGE Tlie Consultant shall •furnish certiticatss of insurance to the Risk. Administrator for review and, approirai. prior to the execution of this Agreements The ;Certificates shall Cleatr•.ly indicate that the Corsultant hss`• obtained nsuranse of the type, amount; end classification -rewired by these ,provisions, to excess of any pending claims at the •time of oontraot award to the Consultant. The Consultant shall rriatntain coverage with enuat or better rating as identified 'herein far the t rm of this contrast- The Consultant shall provide Written notice.to the City's Departrnont of Risk Management of arty Material change, cancellation and/Or: •notice of t on -rein wal o€the insurance v+ ithtn 30 days of the change. • The Consultant •shall furnish ;copies._ of insurance :;policies pertaining Administrator Within ten (1 d) days of written tequest, 03 FORMS 01' 0V RAG ; • .t13-1` •COMM RCIAL ENE AL, LIABILITY ANL AU•TOMOSIL LIABIl..1T. The Consultant shall maintain commercial general coveragewith oaveragwith limits of at `least $i;90,0 000 per 000urrence,. •$2,000 000 aggregate for 'injury and property damage. The coverage shall include l rem;ises :and Operations, Contingent and Contractual Liability, and Products and (ornpteted Operations, with additional endorsements as applicable, The coverage shelt;be written on a:primary and non contributory., basis W th the City listed as an additional insured as. reflected by endorserrtent GG :201•0 '11/85 or 'its equivalence, Notice of cancellation should read '(30) ,clays/ (p) -days for • noripaylrient; 9.03-2 131.ISINESS AUTOMOBILE TheConsultant shall provide business automobile liability coverage including coverage for all owned, hired and non owned autos with a :minimal combined single hrnit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation 'should read (30) days/ (1 Cl) days for nonpayment, iiscellaneou CLvit Engirt R.d. Behar & Company PRoPEssIONAL.SERVICES AGREEMENT 0,03.3 • PROFESSIONAL LIABILITY INSURANCE The Consultant Shall maintain Professional Liability Insurance -including Errors and Omissions coverage in the minimum amount of $1,0O0,000 per Maim, .$1,000,000 aggregate providing for ;all sums which the Consultant shall be legally obligated to pay es damages for claimsarising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement, This insurance shall"be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 0.03,4 W RICER'S COMPENSATION INSURANCE The Consultant shall maintain Workers Compensation lnr;urancr Chapter 440, es amended and Employee's Lability with Occurrence. S E3.CONSULTAIVt COMPLIANCE The Consultant shall ensure that all Sub -consultants. requirements.: 9,04 MODIFICATIONS TC COVERAGE The. P:isk Acfministrator or hlsther authorized designee reserves the right' to require modiflcation$, increases,. or changes in: the required insurance. requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day'written notice to the Consultant in accardanee with §10 06 herein.. The Consultant.shallcompiy with such requests unless fhe insurance coverage is not then readily aveilebie in the national market, and may request additional consideration from the City aeccmpanted"by justification. .. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT I IGHTS The City reserves the :right to audit the Consultants accounts during the performance`af 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 far payment by the Consultant. The inspection and audit provisions provided for City contracts sot forth .in §18-101 and 18.102, City Code,. are apph able 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 a.e reentents, written or .ara1,. This Agreement :may not be amended; changed, modified, or otherwise altered in any respect, at any title 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 ofany provision of this Agreement shall net be deemed to be a, waiver of any other breach of any provision of this Agreement:. i0,03 -S.UCCESSORS AND ASSIGNS • The performance of this Agreement shall not be transferred: pledged, sold, delegated or assigned, in whale :or in port, by the Consultant without the written consent of the City, acting by .and through its City Commission. It le understood that a sale of the majority of the latook or. partnership shares of the Consultant, a merger or bulk sale, are 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 cauee for the City to cancel this Agreement, The Consultant shall have no recourse from such cancellation. The City may require bonding;,..other ;security, certified iinanolet 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 eh assignment, in compliance with Florida,$tatutes,' rrrinimum limit of $500,000 Beat comply with: these s e insuranc h9iscellaneoras• CIvilEngineering Servioes 11 ) R.FQ No, 12-13-Q0' RAJ, Bah:ar & Cott•pany PROFESSIONAL SERVICES AGREEMENT The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of .this Agreement and to the partners, successors, legal: representatives and assigns of such party in respect to all covenants of this Agreement: 10.04 TRUTI3414.NEGOTIATIAN CZERTIFICAT In cornplrranbe With the Consultants COrnpetitive 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, ad current at the time of Notice to 'Proceed The" original Project price and any addition thereto will be adjusted .to exclude any significant turns by whidh, 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._ 10.08 APPLICABLE LAW ANID V NU '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 agreemerit, shall be brought in Mtarrti.lDade Courny, Florida each party ;shall bear Its ours attorneys: fees except in actions arising Out of the Consultant`s: "duties to inderm.nifythe City :under Artiele 3 where the Cormstiltantshali pay theCity's reasonable'attbrriey's fees. 10.06 NOTICS Whenever either party desires to give :notice unto. the other, ouch notice m ist be n Wntlrig, sent by registered UnitedStates mall, .return receipt requested, addressed' to the party; for whom it is intended.at .the .plate last specified;: and the place: for: giving of notice "shalt remain such ",Until it shall have been changed by written notice irm "compliance with the provisions of this paragraph. For the presernt, the :. parties d01gnate the following .as the respective; places for giving of notice: FORiCity of Miami* :Mark Spanioll, P,E, Director City of Mlerni. 'Capital Irprcvements Program (GIP) 444 S W. 2" ,Ave,, glen FI Merril, Florida "3313q Jeovanny Rodriguez, P. Assistant Director City of Miami Capital lrnprc vements Program (CIP) 444 2 4 Ave, W ` Fl 1Vliarr.i, Florida 33'I3Q• For Consultant' Anthony: Alfred, E.E. Project Manager .J. Behar,&'Company, 7inc:: 350 NW,"145th Street, •Suite 504 Miami .Lakes, FL 33016 10.07 INTERPRETATION T.he language of this Agreement has beer agreed to by both parties to express their rriutual 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 the meaning or. interpretation pf this Agreement. Ali ;personal pronouns' used in this Agreement. shall; include the other gender, and the singular shall include the plural, and vice versa, unless the oantext otherwise requires. Terms such as "herein,""hereof," "hereunder," and "hereinafter'" refer to this .Agreerraent es a whole and not to any rticular sentence, paragraph, or section Where they appear, unless the context otherwise requires. Miscellaneous Civil iwngineerind Services tip i R;J. Sahar & Company EEO:NO. 12-13-004 Wheneve Article a particular 10.08' Preps docurnen. )ference .is made to a :Section or Article of this Agreemerrl whete including all of the subsections of such Section, bsection or subparagraph of such Section or Article. T #xREPARAT'ICtN .. of this Agreement has. been.a all not, solely as a ,matter af.ju the parties than any other; 10.09 PRIORITY OF PROVISIONS Ifthere '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, requirernent, or provision" contained. In this Agreement shall prevail and be coven effect. PROFESSIONAL SERVICES AGREEMENT joint effort =af the City an dicial construction, be cosst such nies: nce is to the Section or he reference .is made to a ere Consultant and the resulting • ore severely against one of 10,10 iATIOWi-'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 oonstruetion of the Subject project(s), and/orfollowing the completion of the projeots(s), the parties to this Agreement agreeall 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 1 ten- ..Dade County, State ofFlorida, :;The parties will split the costs; of a certified mediator: on a 50/50 basis. 'The`Cons`ultent :agrees to include such similar contract provisions with all Sub -Consultants acid/or Independent contractors and/or the Consultants retained for the projrct(s), thereby providing for non -binding mediation. as the primary metrhanisrn for dispute resolution: Eacit party will bear their own attorney's fees.. In an effort to expedite the conclusion of'any litigation the parties voluntarily waive them right to' jury trial or to file permissive counterclaims ih any action arising urnder this Agreorr ent 1011 'rue Tirne is -Of the essence in"this Agreement. 101 COMPLIANCE WITH LAWS The Consultant shall comply with all "applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation,; the Americans with Disabilities:, Act CADA"), as amended, and ell applicable guidelines. and standards in;perforrning Its duties,- reason ibillties,'and obligations related to 'this Agreement, The Consultant represents and warrants that there shell be ho unlawful discrirrrinatien as provided by law in connection with the performance of this agreement. " Non -Discrimination The City warrants and represents that ;it does not and will riot engage in discriminatory practices and that .there shall be. no; discriminationin connection with the Consultant's performance under this Agreement on account taf race, ccllor, sex; religion, age, handicap, `rriarital status or nafiionsl origin. The •Consultant further covenants that no.'atherwise qualified indivi uei ;shall, safety, by reason of his/her race, color, "sex, reilgrorl, age, handicap, marital status or national aright be exdluded frorn participation in, be denied services, or be subject to discrimination under any provision of this Agreement. ig.i -i OSHA C:OMPLIANC . The Cohabitant Warrants that it •wilts comply -with all safety precautions as required by federal:St [coal laws, r ies, :regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including :project jobsitee, if the -Consultant employees are .not properly equipped with safety gear in accordance 'with OSHA regulations of if .a continuing pattern af non conplianca with safety regulations is exhibited by the Consultant. • ADA CCMPII'ANC1 The onsultant shaltaffirrnativsycomply with all applicable provisions Arnerioans with i isatailities :Act ("AI A") in the course of providing any work, labor or servicas,tunded by the. ity, inciudirtg Titles 1 & `I I of the ADA (regarding nondiscrimination on the. 'basis of disability) and all M ilsreilanecus Civil Engineering Servioes li4 R J. 8,ehar &•Corrnpany ill c .11lc.12, -004 PR:OFESSiONAL SERVIr tT applicable regulations,. guidelines and standards, Addittonel6y-the Consultant shall take of irmative steps to -Inapt* nondiscrimination in erripleyrp nt of disabled person~:, 101 NO.PARTN R HCP • The •Consultant is en independent contractor. This Agreement does not; create a -Joint venture, partnership • or other •business enterprise between the parties.: The :Consultant has no:authority to bind the.ity to any •promise; debt, default, far "undertal ing of the Consultant: 40,14 CIISCRETI:©N" F:DIi i CTO Any matter not expressly provided for he texercise reasonable: profess designee: n dealing with.the City gt'decision, nal discretion of the Director or the City shall be within' Director's authorised " 0..15 PESOLUTION OF CONTRACT DISPUTES;* The Consultant understards and agrees that all disputes between it and the City based upon an alleged • violation of the terms of this Agreement by lifeCity shall. be s• ubmitted for resolution in the following Manner. The initial step shall be for the Consultant to notify the Protet Manager in "writing .of the dispute and submit a dopy to the City qf Miami personnel identified in Article '10. 6, latices, Should the Consultant and the •Project Manager fail to resolve the dispute the Consultant shall .s€ibrnit their dispute in writing, wtth allsupporting documentation, to the Assistant Director Contracts, a? identified' in Article 10 06, Notices., Upon receipt Of said notification the Assistant Director -Contracts shall review the issues. relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the disputethe Consultant shall subrriit their dispute "in writing Within five calendar, days to the :Director. Failure to submit such appeal. of the written finding .shall constitute acceptance of the finding by •the Consultant. Upon receipt of Saidnotification the Director shall review: the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing vvithir' five calendar days to the City Manager. Failure to :submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, is reel sired prior to the Consultant being entitled to seek Judicial relief in connection therewith. Should the amount of. compensation hereunder exceed $500,000 00, the City Manager's decision shall be approved or disapproved by City Cornmisstorl. The Consultant shall rat be entitled to seek Judicial relief unless; (I) it has first received City Manager's written decision, approved by City Commission iif applicable, ii). a period of sixty (6) days has:axpired.:after submitting to the City :Manager 'a detailed statement of the dispute, accompanied ,by ail supporting documentation, or a 'period of (90) days .has expired where the City Manager's decision is subject to City Commission approval; or The. City has Waived . dompiisnce•with the procedure set forth in •this section by written irtstrumt rt(a} signed "by the City Manager. imp IN"P P ND NT CONTRACTOR:: 'Tl1e Consultant has been 'procured and is being engaged' to provide services to the City 'at...an independent idontredtor, and not as" •an agent Or employee of the City. Accordingly, the• Consultant shall not attain, nor be entitled to, any "rights er benefits under the Civil Service Or Pension Ordinances of the t ity, rior any rights generally afforded sissified or unclassified employees. The Consultant further understands than -Florida Workers':I,Ciornoensation benefits. evatlehle :to employees Of the -:pity are not available. to the Consultant, and agree to provide wort<ers' compensation insirarioe for any employee or agent of the Consultant rendering services to the City aander,this,AAreement. 7 CONTINGENCY CLAM:. Mtscelieneou I I, Behar & Civil' ngln:eering ervMes r�mpany PIS j RP tea. f r004 PROF SSi0NAL $ RUGS AGREE Funding for this Agreement is eanting rtt orr the availability of funds and contintued aUthorizatlon fn program activities and the .Agreement is subject to amendment rar termination due. to lack of funds,; reduction of funds and/or change in regulations, upon, thirty {fig) days notice,. O. tiiIRD PARTY BENEFICIARY The Consultant and the City agree that It is not 'intended that any provision a third party beneficiary giving or allowing any claim or right of actibn whets this Agreement, t llseeilansous Civil Engin • (: ,J„ Behar & •CCor psny� f this AgreeMent ever by any third ablishes arty urider RPQ NO 12 ` 1004 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF,. the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: K.71 signature. Lizanna Kadir,Administrative Assistant Print Name, Title TTEST: *I&iiJtJ. Signature Robert J. Behar P E President/CEO Print Name, Title of Authorized Officer or Official (Corporate Seal) Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: CITY OF. MIAMI, a municipal corporation of the State of Florida Todd nnon, Gity Q ark' APPROVED,AS. aEQI dlEmE 0 INS/yRANCE S: Danie Calvin Ems, free or Manaberhen Depaitiment • . . isci1jj City Manager APPROVED AS TO LEGAL FORM AND CO RECT ESS: N/16 ria Me dez, CityAtt6rne ,Misoeilaneous Civil Engineering Svice 17 I RFQ No. 12-18-00.4 Behar & Corbpany CERTIFICATE OF AUTHORITY (IF CORPORATION) 1 HEREBY CERTIFY that at a meeting of the Board of Directors R,; J. Behr & Company, Inc. , a corporation organized and existing under PROFESS ONAL SERVICES A REEMENT the laws of the State of Florida , held on the lstday of November 1999., •a resolution was duly passed and adopted authorizing (Nam) Robbert J. Behar (Title) President of the corporation to execute agreements corporation and providing that his/her execution thereof, Attested by the eorporati n, shell be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, i have hereunto set my hand this l lth , day 20'4 Secretary: Print: Dereth Behar as n behalf of the story of .the CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) l HERBY CERTIFY that at a meeting Of. the Board of Directors ,of a partnership organized and existing cinder the laws of the State of , held on the _day .of a resolution was duly passed :and adopted authorizing (Nave) as (Title) Of the partnership to execute agreerrrents on behalf of the partnership arid provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. further certify that said partnership agreement remains it r full force and effect.. IN WITNESS WHEREOF, I have hereunto set ray hand this , day of 20 P r to Print: Nam es:and addresses of artnors'M Name Street Address: e Zip Miscellaneous Civil Engineertng S rvlces till j R.J. Behar & company RFQ Na.1"-1 -O 4 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) t ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the Joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF iND1V DUA,i.) I HEREBY CERTIFY that, I (Name) ,. business as (dlbla) executed and am bound by the terms of theAgreement to IN WITNESS WHEREOF, I have hereunto sat my hand this Signed, Print; TATE O. OUNTY OF NOTARIZATION ), S: )' individually and doing (If ... Applicable) have hich this attestation is attached. day of , 20 The foregoing Instrument' eras acknowledged before Otte this } by , who 1 'known to me or Who has produced as identificat (did / did not) take an bath, SIGNATURE OF NOTARY PUBLIC; STATE OF FLORIDA PRINTED, STAMPED OR TYPED .NAME OF NOTARY PUBLIC day of sonaliy n and who Mi sccllaneaus Civil Engineering Bervicos I19 j RFG2 Vie, 12-13-004 R.J. Behar & otipany • F OFESSi()NALS ttVICE AGREEMENT ATTACH ENT A SCOPE OF WORK. ARTICL :A°I 'GENERAL Civil .S"ngineering'.Services shall include, but "are not limited to, complete planning and design: serytces, programming, • pavement analysis, surveying; roadway enelyais, geotechnioal, Options evaluations, public meetings, detailed' assessor eats and reeammendations, cost esttmates, opinions .of _probd:bie construction cost, review of Work prepared by Su"b-consultants;end iOter consultants:, field Investigations . and : observatiens .,poet design services, construction administration, arid other related Services as needed to "complete the Project, Consultant shall provide .comprehensive Civil "rrgineering services for the Project for which Consultant wat. selected in accordance with eobo"r 28`T.05 Florida Statutes:, .:as amended, Consultants': Competitive Negotiations Act (CCNA), Al.ail1 SCOPE O S R'VICES "The Consultant 'arees to provide comprehensive Professional Services in accordance .with all • applicable law", building and errvirornrnental regulations; including the Florida Building' Code and the City Of Mterni, •Pf`or da, Code of Ordinances,. and•as set forth iri this Agreement: and further enumerated in a Work C•arder. Consultentmay be required to `perform all:or some of tile. services presented in this Ac reetnent, depending on the needs .afthe City for the Project" Consultant shall.: furnish, as basic Services, corttprehenslve civil engineering professional eervrces for the Project., The Project shall include roadway reoonstructon or resurfacing, drainage inprovernnts, storm water management, Swale restoration, Curbs, gutters, Sidewalks, ,lighting irrrprevemef ts, Landscaping, signage acid striping, verification of City's' Pavement Analysis Report wrthin the . Project area,. digitally. record •..existing conditions In the Project area, research 311 calls for. var1ou8 comptaints,• and any survey, geotechnlcal, and utility coordination required .to produce :complete seta of signed and seated construction doournents, spec fixations and estirrtate: of probable construction gists for the Work,. The City will phase the Work .required to`cornplete the Project so t etthe Project is designers and . constructed in the moat logical, efficient,,end cost affective maainer. The Consultant shall be directed to proceed with eech phase of the Project through the use of Work Orders Proposals and Work Orders : Ai>0 WQIRK ORpER A1.42K1 PROCEDURES When OP has determined that a speclfio phase of the Project is to proceed, the, Director or authbrrzed designee will request in writing, a Work Order Proposer from the Consultant based on the proposed Scope'bf.Servioe prowled t`o the'O tlatllterrt rn`wrntirng b/ the'I reotct or designee. The Consultant and Director or designee, and others if appropriate; may hav:;pre eliminary meetings, if warranted, to further define the Scope .of Services and to rasolye any qu,estlons. "The Consultant. shall then prepare Work Order Proposal following the" format provided by the "City, irndicating the proposed Scope of 'Services, firrie of pe"rformanoa,,staffing., proposed fees, Sttbw •Consultants; and deliverable items'and/or docurnents, The Director or designee may aocept the Work Carder Proposal as submitted, reject the \Nark. Order Proposat or negotiate revisions to the Work Order Proposal. ,Uport acceptance of a Work Order Proposal OtP will prepare a Work Order :that will be reviewed by CiP staff and the Director. or designee. Upon approvat CIP will issue a written Notice to Proceed subsequent to a"ppraval of the Work.Order by the Oireotor>or"designee. ARTI L5A2 BASIO:: ERVICE Oonstaltant agrees to provide "corrt,plefe Ciyil Engineering services as set forth in the tasks enurner;ted hereinafter, in accordance with the Florida Betiding Cade, latest edition, all federal, Sta`te,"county and City of Miami, , Florida, Laws, Codes end Ordinances. Consultant shalt Maintain an adeg.0 tertafi of gttalified_ • ,personnel on the Work at alt times to ensure ltsperformance as specified in the Agreement, Mlstsellaneous Civli Encgineering Sorvtae; t2Q i t .J, Pellet & C.o'mpeny No. 12 37004 PRbFESSIONAI, SERVICES AGREEMENT' Consultant shall submit one (1) electronic set of. a1I documents and seven (7) copies of documents required under Article A2, Without additional charge, for review and: approval by City. Consultant shall not proceed with the next task of the Work until the docurnents :have been approved, in writing, by City, and.an Authorization to Proceed with the next task has been issued by City. Consultant is sy responsible for the technical aocuracy and qualify:of their Work. Consultcii shall perform all Work in pormpliance With Florida Adrniniistrative Code .Rule tit Gt 5 19. 01(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shalt perform due diligence, In accordance With .best industry practices, in gathering intonation and inspecting a Project site prior to the commencement Of design. Consultant shall be responslble for the professignal quality, technical accuracy and coordination of all design, drawings, specification, and ether Services furnished by the Consultant Under this Agreement, consultant shall, Without additional, compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay crests and any increased costs in• construction, including but net limited to additional work,. demolition of existing work, rework, etc.., resulting from any errors, omissions, and/or deficiencies in:its designs" 'drawings, specification ar other Services. A2,O1 DEVELOPMENT OF OBJECTIVES A2.O1 1 sultai-it shalt±confer with representatives of City, the Project Manager, and other jurisdiction .agencies to develop several options for how the Various elements of the project will be design and constri,lcted. A2.0°I-2 .2.. 1- d . 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 Construotiort.Documents. For clarity Of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. Consultant shall prepare Written .descriptions of the' various options and shall ,participate in preSentatiOr[s t a'multiple groups explaining; ~la::....ativn ;,..�F.,;., L i ff Cient detail shell e rsrOVIded to support the presentation materials : A2 Consultant shall hire the appropriate sub -contractor to provide Civil:Engineering sere oes.which are not in-house: Surveys shall Include the location of ail site structures including all utility structures and facilities. Consultant Shall also engage a sell testing firm to perform soil borings and other tests required: for new construction Work. The extent to which this Work will be needed) Snell by based on the surveying and soli borings performed previously by the City Cost of the surveyor and sell engineering fin shall be billed as reimbursable expenses A2„02 ANALV'IICALRVi ' it Verification of the City"s Pavement Analysis Report within the Project conditions inn the Project area; research all. calls for various complait and digitally record project area during significant rain events A .03 .SCHEMATIC DESIGN A2.034` Recom ended Courso i«if Action Consultant shall .prepare acid present, in writing Recommended Course of Action (RCA) for the areas co but is not limited to: 1, Street riarrie and limits :Miscellaneous Civil Engine in Services R `Behar & Company i211 digital€y record existing pebieliy drainage carnplairits; for apprOVal by the Project Manager, a mprising the Project. 'Tile RA shall include, RFC No. `€Z 13 004 PROFESSIONAL_ SERVICES AGREEMENT Recommended remediation efforts to bringg the subject as outlined in the Citywide Paverhent Analysis Survey A detailed cost estimate for design .and construction that would be,upgrai ed from poor to at. least good, 4. A design and construction schedule for the recornrended Cours A2 4 DESIGN DEVELOPMENT. Prom the approved Consuit `he design parameters to be used f and resurfacing, etc,j , The subrriittat requ"rrements for a .. The final coat estimate for design artd const A .05 CoNSTRUGTIDN DOCUMENTS From the approved Desisd. n-Developinent pacuments, Cot sulII ,prapare fur written approval by City, Final Construction Documents setting forth ail design drawings and speuificatlons needed to comprise a fully biddable., permittable, bonstruotible Project, Consultant shall . product 3 %, OO►%%%, :90% and Final :Construction Documents for review approvaiby City, which shall tnclude the following: A drawing •cover sheet listing' an index of all nurnber of drawings by each discipline, Drawings not included in the 30%, dg%, 90% and Final review shalt be noted, Consultant shall attach en index:Of allanticipated: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 recommendedronstructior duration period in calendar days, 3 An updated Statement of probable Construction Cost in C i format. 4. Consultant may, also be authorized to include in the Cohstruetton Doeun7ents approved additive andior deductive alternate :bid items, to permit City to award a Construction Contrast within the limit of the budgeted amounts Z: A Project Specifications index and,Project Manual the Speoifications completed. 6, Consultant shall include, `and wall .be pad 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 des the Project within the Fixed Lirnit Of Construction Cost.: 7 Consultant shall provide an index of all submittais required by.the Cohtraofor ttffit clearly ids•ntifles ; ubmittais for which the Contractor shall tie responsible for design,. Consultant shall .submit the Special or supplemental terms and conditions separate Trani technical see ifibetiions, inimurn "good" rating. that prepare and presoht the fallawlhl r-eath street being iiMproved (ie, in wri uction, rniliing' Consultant shall not prooeed Wtth further cons traction docyrrrent developrnent until approval of the 3O% documents is received in writing from City Approval by City shall be for progress •only :and does not; relieve :Consultant of. its r`esponsibilitles and Itabilitles relative to, oboe complianoe and fn. other covenants contained in this Agreernerit OcineUltant shall resolve all questions ',Indicated 'oh the documents and make ell charges to the doournents necessary In response 'to the review commentary.eThe 30% Documents :review (check) set shall be returned toCity upon submission of $h% Complete Construction Documents and Consultant shalt provide en appropriate response to all review orirnments noted on these previ•ously submitted doouthents, .......................... pf the seven (7) cosies to be provided, the Consultant shall submit four (4) full. drawings and spaoivlcati:oris, and one digital copy in ,pdf format, Miscellaneous Civil Engineerinc Services R,J. Behar es. Company 122I 1 . 4 RViCES AGREEMENT -'t Maxtrntrn.. Cost limit Prior to authorizing the. Consultant to proceed with preparation of. Cons"truo#ion Document Development, th.e City shall establish and communicate to the Consultant, a rnaidrntlm sum for the Post of constructlbrr of the,Project (WaxitrnUM Cost:t.imit") If the City has riot advertised for bids within ninety (00) days after the ;Consultant subMits the final Design ta: the City, the estimate • of the cost of >onatruotiori shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City;may require the Consultant to revise' and modify C:on`struction Loouments and assist in the rebidding of the Work at no additional cost or fee to the'' City if all .responsive and sponsi le buts received exceed tan_(10%) percent of the Maximum Cost i.irrtlt.: A2.06.2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits:at the earliest practicable tirrib during the performance of the Work, for approval by City, County, State and/or Federal. authorities having:'jurisdirtiort over the Protect 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 OP of the final set and printing of the.;Construotiori'11)ocumants, The Consultant shalt promptly, at any :time during the performance of the .Work. hereunder, advise the City of any ,.substantial. rnereases.irr Costs set forth in the Statement of Probable Construction Cost that in the opinion ofthe°.Consultant:la caused bar tl o requirenient(s) of sun h, tlporr oorxipletior of dry ruh perrriitting, Consultant shall provide as par Tbeisubtriitted,fiYe (5j full size sealed copies of the drawings artd specifi also provide digital yersions.of the :drawings in dwg, :pit, and .pdf forr additional terms and conditions shall be provided in both pdf and, .doe form A2.06 IDDING AND AWARD OP CONTRACT A2.06.1131d Documents :Approvals and Printing Upon obtaining all necessary .approvaic' 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 assistthe 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, rnayauthorize .such printing as a reimbursable service to the Consultant.:° the seven (7). copies to tttnns..Consuitant�shall rats: The specification; A2.06.2 Issuance of Mid Documents, Addenda. and Bid Opening t, The City shall issue the Bid; Documents to prospective bidders and keep a Complete List of Bidders. 2 The Consultant shall assist the City in the preparation) of responses to questions if any are required during the bidding period,: All addendum or clanficatiors, or responses shall: be issued by the City The Consultant shall prepare revisers plans,. if any ors required, for the City to 'issue to all prospective bidders; 4. The 'City will schedule a ''Pre,Bid 'Meeting" an. an as needed basis, :for the Project. The Consultant shall attend all any pre -bid rneeting(s).and require attendance of Bub -Consultants at such meetings The Consultant' will be present at the lilt opening% if requested by the City.: 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 Bld rebelved exceeds the Toter Allocated Funds for Construction, the City riiay Approve an increase in the Project cost and: award a Contract; Reject all bids and re -bid the Project within a reasonable time With ho change In the P or additional compensation to the Consultants Direct the Consultant to revise the scope andlor quality of constrtaotion, and rebid theocuProjecterits, The Consultant shall, Without additional 'compensation, modify the Construction Dtn .as necessary to tiring the Probable Construotlen' Cost based on such :revisions within the Total` Authorized Construction Budget, The City rimy exercise such option where the bid pride: Miseslianeaus Civil Engireer•ing Services . l3 Behar & Company RFQ No,12-13-.004 .A2.i A2.07-6 Based on observations at the ,site and consultation With the City, the Consultant shall deterrnine the .amount due the Contractor based on the pay for performance irllestones and shall recommend approval.of such amount as appropriate. This recommendation shall constitute a representation by the iCOnstiltaht to the citythat, to the best of the Consultant's knowledge, irformatan 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 I oellansbus Civil Engineering Services [24 i RFC . No. 12-13 OO4 neliar 0 coipany exceeds 1 0% of the Fixed Construction Budget provided to the modified by the City and the Consultant prior to soliciting Olds. 4. uspend,.caricei orabandon the Project. • NOTE; Under item above the Consultant shall, without additional conipensat€on, Modify the Ccanstruction I odume.hts as necessary to bring the :Probable Construction Cost Within the budgeted amoui t. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2. 7-1 The Construction. Phase will begin with the issuance of.a Notice to Proceed (NTP) and will end. when the Consultant has provided to the City all post construction documents, including Contractor As-Bulit 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 filial'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. A2o07-2 The Constiitarit,`as the representative of the City during the Construction Phase, shall advise and consult With the, City and shall have the authority to actan behalf of the City to the extent provided inthe General Conditions and the Supplementary Conditions of the construction Contract and their Agreerent with the City, A2.07.3 The Consultant and respective shall visit the site to conduct field observations, at a minimum an a weekly basis, and stall: keyoonstruction events to ascertain the progress of the Project, end shall visit the site as appropriate to conduct field inspections to ascertain the progress of :the Project at d determine, in general, if the Work is proceeding in accordance with the Contract Document$. The Consultant shall provide any site visits necessary for certification ifrequired by the authorities having jurisdiction. "Threshold inspection shall be provided by the Consultant at no additional cost to theCity. The Consultant .shall report on the progress the Work, inoiudtng any defects and deficiencies that .may be observed in the Work TheConsultant will not be required to make extensive inspections or provide continuous daily en -site ins peotions to chock the .quality or quantity af the Work unless otherwise set forth in this Agreement The Consultant will be. responsible for writing and distributing ,minutes of all meetings and field inspeeticns'report it is asked to attend.,; Consultant and will not be held responsible for oonstructbor means, Methods, techniques, sequences, or procedures,: or for Safety precautions and programs in connection with the Work: The Consultant; will not be held respans€bie 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.:: `The Consultant shall fi.trniah the City with a Written report of ail Observations of the Work made by Consultant. and require all to do -same during each visit to the Project. :The Consultant shall also note the .general; status and progress of the Work on forms furnished by the City and submit them in a timely manner. The Consultant and the Sub. consultant shall ascertain that the Work is acceptable to the City. Consultant shall :assist the City in ensuring that. the Contractor is making timely, acourate, and complete notations on the :"as, -built" drawings. Copies of thefield reports shall be attached to' the monthly Professional Services payment request for coristruotion administration Services. The Consultant's failure to provide Written reports of all .Site `visits er minutes of meeting shall result to the rejection of payment :requests and may result proportional reduction in ConstructionAdrninistration fees paid to the Consultant, PROEESSiONAL SERVICES AGREEMENT requisition subject to; a detailed substantial completion; 2. The results of any subsequent tests required by the contract; 3, Miner deviations from_the-contract Correctable prior to completion; 4- Any specific qualifications stated in the payment certificate and further that the Contractor is . entitled to payment in the amount agreed upon at a requisition site meeting or as stated on :: the requisition, Prior to recommending payment to the Contractor, the Consultant will prepare "a written statement .: to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requlsiitian. Such statement shall be prepared immediately "following the requisition field meeting and shall not be +:,wise for delay in timely paynientto 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.: onformarce with the ci The Consultant shall be the interpreter of the requirements of the Contract Docurrients and the : judge of the performance thereunder..The :Consultant render interpretations necessary for the proper exeoutionor progress of the Work upon written request of either the City or the Contractor, "and shad render written declsions,. within" maximum of ten (10) calendar days, ariril clairris, disputes and other matters in .qt.iestiort between the City and' the Contractor relating to the execution. or .progress ;of the Work..Interpretations and decisions of the Consultant shall beonsi, stent with the intent of and reasonably inferable frog : the }Contract C1.i"l,,rmenta anti shall be tteh or graphic form... The Consultant shall have the authority to recpmend rejection of Work which does riot conforr to the Contract.Docurrients, Whenever, fin .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 inStailed and completed: .0741 The Consultant shall promptly review and. approve, reject or take: action on shop drawings; samples;: RFIs :and tither subm`rssians of. the Contractor. Changes or substitutions to the: construction documents shall not "be= authorized without .concurrence :of the City's Project Manager:end/or Director. of Capital Improvements," The Consultant shell have a maXiimurri of ten (10) cal_erider days from receipt of shop drawings, samples,, RFI's sir other submittals by:the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either•apprval rr disapproval. Consultant shall provide the contraotar with a detailed written explanation as to the basis for rejectioi The Consultant: shall. Initiate and prepare required documentation for changes as required by the Consultant's own observations or:as raguested by the City, and shall review and recommerid action on pl+oposed changes, Where the Contractor submits a request for Change Order or Change Proposal ,request, the Consultant shall, within ten (10) calendar days; review and submit to the City, his/her recommendation or proposed action along, With ' an analysis and/or study supporting such recommendation A ,07-10 The Consultant shall examine the Work upon receipt; of the ntractor's "request for substantial corr"rpietion Inspection of the Project and shall, prior to occupancy by the City,. recommend execution of a "ortifioate ofAcceptance 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 Miscellaneous Civil Engineering Services [26 { RFQ No, 1213-004 F3';J, Scher & Company PROFSS€t7NAL S RV€C SACaR EMENT final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, ail. necessary close-out docurrientation from the . Contractor including but not limited to all guarantees, . -operating and manritenance manuals for equipment, releases of liens/claims and such other documents Arid certificates as niay be required by .applicable codes, Isw, and the contract, and ,deliver them to the City before 'final acceptance shall be issued tel the Contractor: .A2.07.1 "I . The Consu1tertt shall nicnn:or and provide assistance 'in obtaining the Contractor's compli with Its contrsct relative to 1) initial instruction of City's .personnel in the operation and: nnaintenance of: any; equipment or system, 2) initial start-up and testing, adtus ng and balancing of:equlprnent and eysterris and ) final clean-up of the'Projeot to assure a smooth transition from co nstruction to occupancy by the Cityx' , • .A .O7.1 : . The Consultant shall furnish to the City the original documents, including drawings. revised to . as- bout'' conditions based on information furnished ;by rho Contrretor; "survey:andspecifle,conditiari., • in preparing the ``.as -built" documents the Consultant shai€ rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification requlred under this Agreerrtent including the ctsntehts..of c"as-.buitt" documents Is conditioned upon :the accuracy Of the trtforrnatlon and••documents provided } y the construction contractor. Transferof changes made. by "Change >Authorizatiorf, "`Change Order,,, 'Request for information", substitution approvals, or otherelarifications will be the Consultant's respons€bility to .incorporate into the nas,built" and record docttrnents, Changes ,made in the fleld to suit°field conditions; or otherwise Made by theContractor for •its convenience,'' shall be Marked by the Contractor on the' "Field Record Set" and transferred to the Original contract documents by the Consultant. 1-he original documents, as well as°the "Fie d Record Sat"; shall :bocomo :the property cif 'the City. A reprodutlble set of all tither final documents will be furnished to the City free of charge by the' Consultant. A2,i17 .13 The Cot sultarit shall furriisi Version 2000 or such other f -14 The Consultantshall furnish to the City a simplified site plan and floor plan(s)refloating "as -built" conditions with :graphic Scale and north arrow', Plans must Show room names, room members, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of dravvbhgs shall be furnished on 24',x 36""sheets and one electronic copy. .A2,01- the City One complete set of. "As -built Drawn at-aooaptable to the City. The, Consultant shall assist the City in the .completion of the contractor"s pelf during construction work and uponfinal completion of the Project. in Auto CADD aria evaluation :Woollen -sou s civil Engineering $ervidos G ;j E F I.No f 1 fiDA Fi,J. Behar :pang PROFEsslaNAF_ S sVtCEs AGREEMENT ARTICLE A3 ADDITIONAL ii'VI+ A3.O1 GENERAL Services categorized below as 'Additional "ervicesf' n ay 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 inAttachnient1, Section B3.O6 A.02 EXAMPLES Except as may be specified in Sche l S a mired to the; foliowing,. A3.02«1 dine A herein, Additions ervices may include, but Aparabsel.si Investigation •and creation•of detailed appraisals.and valuation surveys or inventories in connection: with construction perforrined by City.. A.F12- Sr ecieltV Desiona`Any additional special profs i3.02«3 Extended Testing & Traji ng.. Extended assistance beyond thet.provided under Basic Services for the initial'start-up, testing, adjusting and balancing of any equipment Or system; extended training of City's persorihel iii 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, cub -contractor, or equipment manufacturer. re ntat 1C of "existing faeltities,;and sional services not` included in the Scope of Work.. A3.02-4 • Maior Revisions. Making major revisions to drawings and specifications resulting in or front' a change in Scope of Work, when such revisions are inc'onsisterit 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 arranget`nent of spaces and/or.,scheme and/or ;any .significant portion thereof},: A3.O2.S Expert Witness: Preparing to serve or serving as an expert witness: in connection with any arbitration proceeding or Legal proceeding, providing, however, that Consultant oannot testify egainst City In any proceeding during the course of this Agreement.: A .02.6 Misceltatiepr AYother°services not otherwise .furrtishe.d in accordance with geperaily -accept ct nsb action' A il ADDI TI # WAL >r i N The City May, at its optioln, elect"tie procee • d architectural/0 included in this Agreement .or not ,pu Ong `practice d with additional services retating to the'Project. ARTICLE A4 CI l Y'S .RESPONSIBILITIES A4 01 PROJECT /. SITE INFORMATION tornerlty aced to. OW, 'at .its expense.end insofar as performance under this Agreement may. require, may furnish Consultant with the infermatiion desoribkt below, 04 if net readily available, .may authorize Consultant to provide.such inforration: as en Additional Service, eligible as a ReiMburpable Expense., • A4.O1I Surreys: Complete and "accurate surveys of building sites, giving boundary dinerisions, :locations of existing structures, :the• grades end lines of street, pavement, and adjoining properties; the rights, restrictions, asements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, Water, gas, telephone and/or electrical services. . ittiscel[ane R;J. Behar [27 FtFQ,No 12»1 O04 A4,fi*2 P:rOFS51ONAL SERVICES AGREFMENT Soil Borings Geoteehrricei Testing: Soil. berings or. test pits`chernical, mechanical, structural, or other tests then deemed necessary; end; if required, an appropriate professional interpretation thereof and recommendations. 'Consultant shalt recommend necessary tests to city; A4.Ci13 + erieraII Project :Infr rn'ratton: Information .regarding .Project budget, City and State procedur guidelines, failms, forrriat*, and stance rewired establishing a :program as per. eOtion A2,O2 A4.01.4 £<istina Drarungs: Drawings representing as -bunt 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 reeetpt Consultant must still perform field investigations as necessary in accordance with Section A ,01 to obtain sufficient nforrnation to ,perform its services. Investigative services in excess of "Normal Requirements," as defined, mustbe authorized in advance. A4.01 Reliability The services, information, .surveys and reports described in A5.01.1 through A5 01-4 . above, shall be furnished at Citys expense, and Consultant shall be erttitted to rely upon the accuracy and completeness thereof. provided Consultant has reviewed ,all such information to determine if additiona1 information andior testing is required to properly design the Project. 'A4,02 CONTRUCTION MANAGEM NT A4.02.1 During construction, Consultant and the ty staff shall assui general. conditions and supplementary conditions of the cans approval of the construction work by the Contractor. A4 '02-2 If City observeotherwise becomes aware of: any fault`or defective Work in nonconforr w ce with the contract during construction, City shall give prompt Consultant, Miis R.J Hans Behar s Div l Engineering Services Oonpany described irr the re.view.and' Project, or other notice thereof to t281 REQ No.1 -13-004 PROFESSIONAL SERVICES AGREEMENT SCH DULE A . - .0 -CONSULTANTS. FIR IUI NAME CONSULTING LI G, Vera &Associates urveying Services, FIR Engineering Services Miami, FL O'Leary Richards Design Assoc. ndscape ArchiteotfDesi her Keith Associates, Inc. Pompano Beach," FL [edia `I etatians Group, Public Involvement Kamm Consulting, inc.. chanical Enginenng Progressive Design & riineerrn9' Engineerin SCHEDULE A2. , KEY STAFF NAME JOS CtA$SIFI ATIQN',: Anthony Alfred, PE Kathryrt °Tear aniel Checchia Project Manager landscape Arch /Design ubsurface Utility ,Engineering Al la Gonzale Public Involverrien Robert A„ Kamm, :RE, Mechanical Erine Rodolfo 1-loyos," P,E.' Miscellaneous Civil Engineering Service R 1. 3ahar & Company Electrical Engineer [29,1 RED No, 12-13-004 ATTACHM Wt" B .» CO PEN$ATEON ATTACHMENT B, C:MPEN ATI N AND PAYMENTS ARTICLE B.'( METHOD OF COMPENSATION The fees for Professional Services far each Work Order shall be determined by on methods or a combination thereof, at the option of the Director or designee, with th. Consultant:. a) A" Lump Sum (See Section 13 ,O1). b) AnHourly Rate, as defined B3,Q21n Section and atthe rates set forth in Section NOTE: 'The Lump Sum manner of o m B1ol COMPENSATION LIMITS 0 nsatiar) is the preferred and primaryfon �f the following consent of the cornpensation The aggregate sure Of, ell payments for fees and costs, .including ireiffibureable expenses, to the • • Consultant payable"" by the City under this Agreement shall be limited 40 the amount ppedifiett in Section 2,Q3-i as the maXlrnurn cerripensatiorilirnit.fOr cumulative expenditures Under this Agreement: Under•"n0 circum,stenceo "will the City have any Liability •far work `perforrned, or as "otherwiSe may be:alleged Or: • claimed by the Consultant, beyond the `s urrtutative arriount provided herein; except where specifically approved_ rt accordance. with the :City Code by the City Marteger or City Commission as applicable ae. an • increase tp the Agreernent end "put into of fect.via an Arriendmetit to this Agreem• ent, El 02 CO NSULIANT NOT TO EXCEED Absent .a i amendmenAg t to the reemto ent or ."any° speo3f'io Work; Order; :any m,axrrrtum dollar dr percentage amounts stated for compensation shall not be exceeded. in the event they are sc exceeded, the City shall have noliability or responsibility for paying any amount of such excess: wh1oh will be at the onsultant'a own cost and expense. ARTICLE B2 WAGE RATES 1B2.01 FEE BASIS All fees and compensation payable under this•Agreernent shall be formulated and based upon the averages cfthe• Certified Wage Rates Oat have, received and 'approved by the Director. The averages of Said certified Wage Rates are sumrnarized,in Schedule 131 incorporated herein; by reference. Said Wage Rates are the effective direct hourly rates, as approved by"the C•ity, of the Consultant and Sub -Consultant employees in the •specifier) professions' and job categories that are to be utilized try provide the services tinder this Agreehient,"regardless of rnannerof compensation. B .02, EMPLOYEES AND JOB CLASSIFICATIONS chedule'B1 identifies the professions, job aategorlss. ertdtor employees expected to be used during the term of tlis Agreement. These include architects, engineers, leridseape architects, professional interns, designers,. CA012 techn`toiaris, project managers .GIS and arivironn1ental spectahstsY specification writers;, clerical/administrative support, anti others engaged in the Worts, In determining aorrtpensation fora given Scope of Worlr,::the icity reserves• the right to recom tlend :the use of the Consultant errtployees 'at erticular.Wage Rote )chefs, B2.03 •mut:lpLiEik For Work •assigned .under this :Agreerr exit, a- multiplier of :. shall ;apply to the Consult"ents average. hourly Wage Rates in cslculatirtg compensation payable by the City: 'Said multiplier Jo .intended to oaver. the onsultant errrployee benefits and"the •Consultant's profit and overhead; nc1uding; without llmltat on Office rent, local:telephone and utility charges,; office "end drafting supplies, depreciation of°oguipment. professlortal duos, subsenptiorts, stenographic, administrative and. "clerroat support, other employed tiara or travel and -..:subsistence 1101 0004 related'to :a project, A copy of your firms N'.torida bapartrnent of Transportation {"FDOT") Lorraine E. Odem letter shall be subtttltted to_ iP upon request for review. 04.CALCULATION • id Wage •Rates are• trr be ufillzed by; the Consultant in oalculating compensation payable for specific igrii- eats and Work Orders as requested by the City. The Oonsultarit shall Identify -Oh Class iflcatir na. Misoelfaneous Civil Engineering Services R,J,1=3shar & Company' rFO No, -i3w004 citable staff and projected man-hours required for the proper co tasks, mllest Ines and deliverables identified under the StOpe Of Work ,05 EMPLOYEE BENEFITS AND OVERHEAD . Regardless of the method of compensation elected herein., compensation paid by the City shall, via. the Multiplier cover ail the Consultant coats including, without limitation, ,employee fringe benefits (e g. sick leave, vacation, holiday, unemployment taxes, retirement,. medical, insurance and unemployment benefits) ar)d an overhead factor. Failure to comply with this seetion Shall be Cause for cancellation of . this Agreement. 32.06 ESCALATION There shall be no escalation clause es p ARTICLE B3 COMPUTATION OF PEES AND COMPENSATION` Thy City acgrees tea 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, .es opplioable,, in tnefollcwlltg r annex B3,o1 LiJ P! SUM; Compensation for a Scope of Work ten a Lump ti the City and the Corisuftarit and stated in a Work Order. Method of Compensation,: Uet be nutually agreedupon in writintd by urrip Sum oornppnsation is the preferred. B3 01 1 Lump Sun compensation shall be calculated by the Consultant utilizing the Wage Rates established herein. Prior to issuing a Vllr rk Order, the City. May require the Consultant to verify or justify its requested Lump Surd compensation...Such verification' shall present. sufficient information as depicted in Schedule A2, 133,02 HOURLY' RATE FEES S3.O2-1- . Hourly Rate Fees.sha(l be these rates for the Consultant and Sub-Corisultant ` rnpioyees identified in Schedule 131 Wage Rates, ;All hourly rate fees Will include a maximum trot to exceed figure,. i ctusive of all costs expressed in the 'contract documents. The City shall have no liability for any fee, cost or expense above this figure. 133.02,-2 <Conditions for Else... ATTACHMENT OMf EN$A'ftON n*Ion >of tasks and/or groups of as exemplified in Schedule A2. Hourly Rate Fees shall be used only in those it stsrtces where the parties agree that.it is not`.posslbie.t determine, define, quantify and/or calculate the ocmpieta nature, -and/or aspects, tasKsr man-hours; or milestones for a; particular Project or portion thereof at the tune of Work Order issuance.: Hourly prate Feces may be Utilized for Additional Work that is sirrillarly irideterrrtii ate: In such eases, the 'City will establish an Allowance in the Work Order that shall serve. es a. Not :tO Exceed Fee: for the `Work to be . perfprmedi art an 'Hourly Rate Basis. AID REIMBURSABL,E EXPENSES Any fens for authorized reimbursable expenses shall not Include .charges forthe Consultant :handling; office reitt or overhead expenses of any kind, including local telephone and; utility charges', office and" drafting supplies, depreciation :of equipment, professional dues, subscriptions; eth,, reeproductlon. of drawings and specifications (above the quantities set forth err tins Agreeernent), marling, stenographic,: cleric 1, or othar'empioyee tim. e for travel and subsistence . ;Ail 'reimbUrsable services shell be billed 'to the City et 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 reimbursereimburie the Consultant for authorized .Relnbi usable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed 'appropriate by Director or,designee including, Without lirnitefi in, detailed tints, Iterrilzad invn cos and/or copies oaf canceIIed chaoks_. 3, >f PEES FOR ADDITIVE or. D DUCTI iE ALTERNATES! The design of additive and' deductive alternates contemplated as part of the original Scope fora Project as authorized by the Director will be considered as epart of :Basic Services. The design of. additive and eductive alternates that arebeyond the original Scope of Work arid. construction 'budget may be billed to Miscellaneous Civil Engineering Services [31 •iR,J, Bober-4 e✓oripany RFC) t'el12At 4 ATTACHMENT *.CONIPf~NSATI0N he City as Additional 'id The. foes for "itsrllttes wilt be calculated by ono of 'te three auttined above, as Mutually agreed"by the > IRECTOR and the Consultant: tethods a3;o5 S FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation andfor.Reimbursable Expenses, as defined.ln this Agreement under Sections 133,05 and 133,03' 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; wwww,mian igov.00ni/capitalirnrarovamants/pages/I rodrarettr ntt pPortunitiies The webpage also provides the procedures far completing these. forms; (Failure the procedures Will result in the rejection of the Work Order Proposal. .05-1 Determination Of Pea he compensation for such:.:Services will be one of the methods Capon Lump Sum, Hourly Rate With a Not to Exceed Limit, .05-2 Procedure arrd Compliance An Independent and detailed Notice to Proceed, and an Amendment to a speccific Work Order, shall .be required to be issued and signed' by the Director for each additional service requested by the City: The Notice to Proceed will specify'tle fee for such service and upper limit of Melee, which shall not be exceeded, arid shall comply with the City of . Merril regulations, .inoluding the :Purchasing Ordinance, the Consultants' .Competitive Negotiation Act., and other applicable laws. 805-3 :Fee Lirn%#atresns . Any authorized c!arr penstion for :Additional Services,:. either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind,. including looal telephone and utility charges, office. and drafting supplies, depreciation of°equipment, professional dues,._. subscriptions, etc., reproduction of drawings and specitioations, mailing, stenographic, clerical, or other employees .time or travel and subsistence not directly related to a project. For all rei ttbursabie services and sub -consultant costs, the .Consultant Will apply ;the multiplier of one- (1,0.) tirnes.the amount expended by the Consuttarrt. 133,b6 PAYMENT EXCLUSIONS The Consultant shall not be oorripensated by the .City for revisions andtor rnod specifications, for exterided construction administration, or for other work who or omissions of the Consultant as determined by the City. 3.07 FEES RESULTING.FROM PROJECT SUSPENSION use. the fortris or follow ascribed herein: mutually agreed tlons to drawings and h work is clue to errors if a project is suspended for the tonven ence of the "City for irnore lhan three months pr 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 test of .authorized reimbursable services and expensesthen due, end roll appropriate,: applicable, and documented expenses•"resulting from such susperislon err tentt�iriatiori. If the Project is resumed after having .been suspended for more than three months, the Consultant%s further cola. ponsetion shalt be subject to renegotiations. . :.ARTICLE S4 PAYMENTS TO THE CONSULTANT .4.01 PAYMENTS GENERALLY payrnantSfor Sasio Senrioes may be requested monthly in proportion to services performed during each Phase of the Work. t he Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount Maid by the Consultant 'rho Consultant shalt utilize the City".s Invoice 'Perm which can be found on the Oity's Wabpage al w 1.rniernl orrr/Car rtaitmnrover°rents/paged/Propurerne tOppOrtunitiss. Failure .to use fail will result in reledtion of the fnvoice. it Iscellan ous Civil El -volt -leering Services (3 . { R. J. 8eh r &Company RFC Na.12-1 -004 ATTACHMENT R-COMPENSATI N' E4:02FOR CQMPRIHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are; stipulated, saki payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. I34.03BILL..ING —..HOURLY RATE invoices submitted by the Consultant shrill he sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. Where services are authorized on an Hourly Rate basis, the Consultant -shall submit for approval by the Qireetor, a duly certified irivdice, giving names, 'classification, salary rate per hour, hours worked arid total charge for ail personnel directly engaged an a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments Made to and incurred by the Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated .fee .to completion.. B4,04 PAYMENT FOR ADDITIONAL SERVICES & RI IMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed.: When such services pre :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 sure thus obtained, any authorized -Reimbursable Services Cost may be added. The Consultant shall attach to the invoice ail supporting data for payments made to or coats Incurred by the Sub -Consultants engaged On the project Or task. In addition to the lr voioe, the 0Onsultant shall, for Hourly Rats authorizatians1 submit a progress report iving the ppercentage Of_aompiatlon of the Project development and the_.total estimated fee to completion, •B4.t14.1 DEDUCTIONS Ncii deductions shall be madefrom the Consultant's compensation an account. of 'liquidated damages sensed' against contractors or other sums withheld frorn payments 10 contractors. RTJCLE E IBEIM,BURSABL ExPEI aEB .01 GENERAL Reimbursable Expenses are those items authorized key the city outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services andfor Additional Services) and consist of actual expenditures made by the Consultant and the Consultants'.employees, the Sub -Consultants, and the Special Sub -Consultants in the interest of the Work for the purposes identified' below: B5.01.1 Transportation :.. Transportation shall not be considered . "Travel And Per Diem Travel and per diem experts+ this Agreement; Communication xpensee Identifiable communication expenses approved by the roject Manager, long distan telephone, courier and express Trish between Ctsnsulta.nt and Sub -consultants.: Reproduction, Photography Cost of printing, reproduction or photography, beyond thatwhich is required by or o Consultant to deliverservices, set forth in this Agreement. All reimbursable: even must.be accompanied by satisfactory dopumentatior. reimbursable expenses under this Agreemen shall not be considered as reimbursable expenses under Mlisoelianeous Civil Engineering Services pa I R. J, Behar & Company RFQ No. 12-43 04. B5.01-5 AT 'ACH I PtT B eoMpENSA'TION Perrhit Fees AB Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees de not include those permits required to be paid by the construction Contractor. S5,02 REI MBURSENIENTS TO THE aUB ONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the items described above when the Sub Consultant agreement provides for reimbursable expenses and when such eareement has been previously approved In writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE 55 herein ARTIOLe 136 COMPENSATION FOR RUSE OF PfLANS AND spgreimmipig, 86,01 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 sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision wvithout the necessity of further approvals, compensation, fees or documents being required and without recoUrse for such re -use, Mleeellar eous Civil Engineering Services (34 i' RFQ N0.12-13.004 Fl.7. Behar & Cert pang ATTACHMENT' B - COMPENSATION ATTACH TENT B - COMPENSATION SCHEDULE al • WAGE RATES SUMRY INDIVIDUAL NAME Robert Behar. Anthony- Alfred. Garios Mazorr Paola Riveros Yaharris Flores; Santiago JOB CLASSIFICATIO! Principal Project Manage Project Engineer Senior Engineer Clerical NEGOTIATED HOURLY RATE $77,00 52;00 58;30 520 • 13,00 OURLYRATE 2.9 Multi liver A lied 223.30 0,80 169.07 Hernando Segur, Rohn Punic - Mariaria llydan t Humb.rto Soteras Kathryn O'Leary Rich . Carlos;Somoza. h/A CADD Technician' Engineering'intern Senior Engineering. Technician inspector ds Senior LandscapeArchltsct Landscape Architect 25.0i 00 00 23.00 .00 4,00 7.2,60 $89.90 $66.70 $66.70 $150.80 98.60 r sndscape Architect Intern. 25.48 73.89 Hernando Segur CADD Yaharris Flores Sand Clerical 00 $13.00 72.50 �37,70 Michael Massey/ Torn English Sidney Wichard!' Tonio Simpson en or PSl Di Additionei y the City will pay; fan Crew Party Party Chief Instrument Man;. Rod Man Burdened Daily Rate ($944.00} elleneaus Civil. Engin Behar & Company ring Services 4 .00. 21.89 43,50 4 Man Crew Party Party Chief Instrument Man Two Rod Meru (Burdened Daily Rate: 177.29) RFQ No. 4 CORPORATE RESOLUTION HERE ., R I Behar Company Inc. desiresto enter into an agreement/amendment with the City of ilfliamt for the purpose of performing the work .descried in the agreemeritiernendment to Which this resolution is , hed; an WHEREAS, the Board of Directors et a duly held corporate meeting ha onsidered the ;matter 'in.accordance with the By-LaWS of the corporation, Now, THEREFORE, BE IT RESOLVED BY THE :BOARD OF DIRECTORS that the President/CE° Robert J. Behar (type title of officer) is hereby authorized e name of officer (type ) _. and instructed to enter into this agreement/amendment in the name and on behalf of this corporation, with the City of It iarri upon the terms contained in the proposed a reement/arrter dm rit to which this . resolution is attached and to execute the corresponding agreernentiarn:endment DATED this :I 1 tl dayo February 2 14 iorpt r to Secretary CITY OF MIAMI DEPARTMENT OF CAPITAL .IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES Service Category Miscellaneous Civil Engineering Services Contract Type Miscellaneous Services Consultant Reynoids, Smith and Hills, Inc TABLE OF CONTENTS ARTICLE 22 GENERAL CONDITIONS e.<i,ly • < r»r.r:: v'. .♦..r•.I.: ♦. + 14! :<,. •• •r... If .f.%.,.,vY r.. ..+a<� 2.01 Ta M 2.03 COMPENSATION.......6 3.01 PERFORMANCE AND DELEGATION:: ; , ..., , 6 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL ., ..;.,,F ..., : ,... 6 3.03 CONSULTANT KEY STAFF ... ARTICLE 4.'SUB-CONSULTANTS 7 A.01 GENERAL :, •1,1 7 . .4.02 SIJS•CONS'ULTANT ELAT• IONSHIPS:. : 7; 4;63 GHANGESyTO SUB -CONSULTANTS : ..7 6.02 CONDITICTNS OF DEFAULT, 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE... .......1 ...,.. .., .....8 ARTICLE 6 TERMINATION OF AGREEMENT„).: , .. .. ,...,..5 6.01 CITY'S RIGHT 10 TERMINATE ., r.. ,g 6.02 CONSULTANT'S RIGHT TO TERMINATE 6.08 3 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.;;; 7.02 DEANERY UPON REQUEST OR CANCELLATION. .t 7.ti3 RE-USt . BY CITY ..1, „9 7.04 NCNDISCLoSURE.....• . ..g 7.05 •MAINTENANCE OI RECORDS g ARTICLE 9 INSURANCE: .i., '11: 7.06 COMPANIES PROVIDING COVERAI;a . 1 7.07. VERIFICATION eF llsl suRANcE COVERAGE...... 7.08 FORMS OF COVEIZAS;E .,...• . Oe04 MODIFICATIONS TO COVERAGE • 12 ARTICLE 10 .MISCELLANEOUS 12 7.09 AUDIT RIGHTS , .. ...< 12 7.10 ENTIREAGREEMLN1 ..12 7.12 TRUTH -IN -NEGOTIATION CERTIFICATE • 13 7.13 APPLJCABLI LAW ANb VENUE '7.14 NOTICES .. i ▪ ..13. 7.15 INTERPRETATION•Altl.13 7A6` JOINT PREPARATION • ... • .... ••..14 7,17 PRIORITY OF PROVISIONS., • ,14 7.18` MEDIATION WAIVER. OF JURY TRIAL ... 14 7.19 TIME .. 14 7.20 COMPLIANCE VYITH LAWS )„ • 14• 7.21 NO PARTNERSHIP i:r. ... • .... rr..,.. ..v.,,. :age I TABLE OF. CONTENTS CONTINUED) 7.22 • DISCRETION OP DIRECTOR ..:.., •,, j5 7.23. RESOLUTION OP•QONTRACT,DISPUTES ,.,,,,.: , ,.,..... ,, 7,24. INDEPENDENT COIVTRACTf3R, ATTACHMENT A SCOPE i3P i11FfJl`tl{' ARTICLE Al GENERAL •2q A1.01 SCOPE OF.SERVICES A1.02 . WORK ORDERS •20 ARTICLE A2 : BASIC SERVICESq' • A2.01 DEVELOPMENT OF CIBJECTIVE5 21 A2.05 CONSTRUCTION DOCl1NiENTS A2:05 8I0DING AND AWARD OP CONTRACT. , . ,...>, ,, F,,. , „ ,. •.:. . .... ... ..... ....... .r23 A2,07 ADMINISTR.A'7"ION OF THE CONSTRUCTION CONTRACT , ..., ,. ,x;,F .;,:; . ,•,24 ARTICLE• A3 •••::ADDITIONAL SERVICES, „ 27 A3a01. GENERAL , , 27 A3.02 EXAMPLES ,,, : ... A3,o3 ADDITIONAL DESIGN 27' ARTICLE A4 GITY'S RESPO SIEILITiES, ,...:::• ..... .... .... ;.; ,,..27 • A4.01 PROJECT & SITE INFORMATION .....A,, :..., ,<: ,.t.. x,...27 • A4.02 CONSTRUCTION MANAGEMENT „ �x SCHEDULE Ali SI,IB-CO! $ULTANTS :SCHEDULEA.KEY.STAFF.,r..s ,„ • 2q, ATTACHMENT S - COMPENSATION •AND PAYMENTS, «,. •, •.,.•...0 ARTICLE BA METHOD OF COMPENSATION ; ,;, :<x 3£1 B1.O1 . •COMPENSATION LIMITS ,, ,,• : r......30 51:02 CONSULTANT NOT TO EXCEED .,;.., 30 E2.02 EMPLOYEES AND JOB CLASSIFICATION$ ....; ., , 31*,T BZ66 EMPLOYEE yBENEF'ITSANCIOVBRHEAD „ , , ..,,, , 3 .ARTICLE 03 COMPUTATION OF FEES AND COMPENSATION,e.,, 53.02 HOURLY RATE 1 EES, 53x03 •REIMBURSABLE EXPENSES;;,. F33,04 FEES FOR ADDITIVE Or DEDUCTIVE ALTERNATES, B3.OS •FEES FOR ADDITIONAL -BIOS . PAYMENT EXCLUSIONS „ 03.07 FEES RESULTING FROM PROJECT SUSPENSIG}N ARTICLE B4 PAYMENTS TO THE CONSULTANT— . 04,'01 PAYMENTS GENERAi LY 54.02 FOR COMPREHENSIVE OASIO SERVICES 54.63 BILLING FIOURLY RATE ,.,..,::• 94,04 PAYMENT FOR ADDITIONAL SERVICES-4 REIMBURSABLE B4 041 DEDUCTlhDNS ARTICLE 85 REIMBURSABLE EXPENSES ,33 ,;:R.r 31. 31• 32 3 • ..:. 33 EXPENSES .,;; ,•�..:; •» .,r t,..,,.33 ARTICLE.IBS COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 136,01GENERAL ,34 SCHEDULE 51-1NAE.RATES SUMMARY ...,.< , ,..r,,.'. Miscellaneous Civil Engineerin Rynolds, Smith and Hills, Inc, Service Category Contract Type Consultant Office Location city Authorization CITY OF MIAMI DEPARTMENT OF CAPITAL IIVIPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREMENT Miscellaneous Civil :Engineering Services .,. (RFC No. 12-13-004) Miscellaneous Services Reynolds,. Smith and Hills, inc. 6161 Blue Lagoon Drive, Suite 200, Miami, Florida 3312 ction 18-85 THIS AGREEMENT Made this day of in the year 2014 by arid between THE CITY OF MIAMI, FLORIDA, hereinafter called the '"City;" and Reynolds, Smith and Hills, Inc., hereinafter called the "Consultant:" CITAL A. The City issued : a Request 'for Qualifications ("RFQ") No. 12-13-004 on November 19, 2012, for the provision of Miscellaneous Civil Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the •Soilcitatien Documents, and are by this reference expressly incorporated into and made a part of this Agreement as If set forth in full, B. WHEREAS, the . City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to. provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows Miscellaneous Civil Engineering Services Reynolds, Smith end Hills, Inc, RFQ i o,12-13-004 PFt0FEsSioNALsElivieES:ApRtEMENT ARTICLE 1 DEPINITIONS 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 Atthchrnents to this Agreement are expressly incorporated by reference and Made a part of this Agreement as if set forth in fell. 1.03 Base Fee means the amount of compensation Mutually agreed upon for the completion. of Basic Services. 1.04 Basic Services meant those services designated as such in a Work Order, 1.06 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 ofMiami. 1.07 City Or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In ail respects hereunder, the dity'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 es 'City'. For the purposes of this Agreement, 'City' without modification shall mean the City Manager. 1.08 Community Business Enterprise ("CS,") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and has declared, by registration for statistical purposes, to be a CBE 1.09 .Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional arohiteets, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means en individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered Into a contract with the City for construction of City facilities arid incidentals thereto, 1.11 Director means the Director of the City Department designated herein who has the authority arid responsibility for managing the specific project or projects covered under this Agreerrient, Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee, 1.12 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. 1.13 Notice To Proceed means same as '"Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met end/or directing that the donst,iltant may begin work on the Project. 1,14 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative of the City. 1.15 Project means the construction, alteration and/or repair, and all services and Incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project Or Projects shall be further defined in the Scope Of Services and/or Work Order issued pursuant to this Agreement. 4,10 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, es defined by the laws of Miscellaneous Civil Engineering Services E4 RF No, 12=13-004 Ileynelds-; Smith and Inc PROS$ONALSERVCC8 AGREEMENT 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", es applicable, which are within this definition. 1.17 .Rik Arimirtistrator Means the City's Risk Management Administrator, or designee, of the individual named by the City Manager to administer Matters relating to Insurance and risk of loss for the City. 4.18 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the corripletion of Project or an assignment w th sufflcient dota to allow a reasonably accurate estimation of resources necessary for its completion. 1.19 Sub -consultant means a person or Organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into written agreement with the Corisultant to furnish specified professional services for a Project or task. 1.20 Wage Rates means the effective direct expense to the Consultant and/or the Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide _ . services under this Agreement that jUstify and form the basis for professional fees regardless of actual manner of compensation, 1.21 Work means all seniioes, materials and equipment provided by/or under this Agreement With the Consultant. 1.22 Work Order means a document internal to the City authorizing the performance of Specific professional cervices for a defined Project or Projects. 4.23 Work Order Proposal means a docUrnent prepared by the Conaultant, at the request of the City for Services to be provided by the Consultant On a specific phase of a Project, 1:24 Professional Services Agreerhent ("Agreement' or upsA, meani .this Agreement and ali attachments end any authorized amendments thereto, In the event of a conflict between the Response to the Request for Quallfleationt (REW) and the Consultant's response thereto the RFC) will control In the . k • event of any conflict between the The Consultant's response to the RFC), this PSA will cc:Intro!, In the event of any conflict between this PSA and its attachments this PSA will control.. ARTICLE. 2 PENERAL CONDITIONS 2.01 TERM: The term of this Agreement 'shall be for .two (2) years commencing on the effective date hereof. 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, ubject subjectto continued satisfaotory performance as determined by the Director and te the availability and .appropriation of funds. City Commission. ailtheiritation of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits:Set forth in 2.04 are not exceeded. g.01,1 Extension of Expiration Date . • . in the event the Ooneultant is engaged in any Project(s) on the Agreement eXpitation „ . date, then this Agreement 'shall remain in effect until completion or termmation of said • trojeet(s), No newWork Orders shall ba fettled after the expiration date, 2,02 SCOPE QP.SERViCES • . • The COnaultant agrees to provide the Servioes as specifically described and under the special terms and .• Conditions set forth In Attachment 'A" hereto i Which by this reference is inoorporated into and made a part of this Agreement, • Miscelianaous Engineering Services ff5,1 -}pcma..12A-064 Reynolds, Smith and HUI, Inc PROFESSIONAL SERVICES AGREE ENT 2;83 CON! I ENSAT]ON 2.034 omeensalLon Limits The amount of compensation payable by the City le the Consultant shall be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this. Agreement; provide. d,'however, that in no event shall the amount of compensation exceed five hundred thousand dollars ($500,000.00) in total over the term : of the Agreement and any extenslon(s), unless explicitly approved by action of the City Cornmission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment„ reimbursable expenditure, cost or charge. beyond the compensation ))Hilts of.this Agreement, as it may be amended from time to time:. 2.03.2 Fray rents Unless otherwise specifically provided in Attachment 1,, payment shall be Made in accordance with Florida Statute Chapter Z18, Part Vll, Local Government Prompt Payment Act, after receipt of the Consultant's involve, which: shall be accampenied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 218.72,' Fia. Stet., end to allow:a proper audit;of expenditures, should the City require one to be performed, If the Consultant is entitled to neirnbursement of travel expenses, then all bills for. travel . expenses shall be submitted in accordance :with Section 112.061, Florida Statutes The consultant shall Attachment "C" for the sib Mission of Invoices, 2.04 'COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION` REQUIREMENTS Pursuant to City Code Section 18-87, all Proposers must adhere following CEE participation requirements per Ordinance 13331, 1) .Assign a minirnurri of fifteen:percent (15% of the :contract value to certified by Miami -Dade County as a Community Business Enterprise CC ) Place a Specific emphasis on ut`rriizing locals II inesse ml.Irricpal boundaries; 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 o.r firm. 3.02 REMOVAL OE UNSATISFACTORY PERSONNEL, Director or destgnee may make written request tothe Consultant for the prompt removal and replacement: . of any personnel employed or retained by the Consultant, or any Sub -consultants or subcontractors, or' any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and: perform services or Work pursuant to the requirements of this Agr'eenment. 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 shallsolely relate to said employees working under this •Agreement, 3.03 CONSULTANT KEY STAFF The parties acknowledge 'that the • Consultant was • selected by the City, in part, ore the basis of : qualifications of: particular staff identified in, the Consultant's response to the City`s solicitation, hereinafter , referred to es "Key Staff": The Consultant shalt ensure that Key Staff are available for Work hereunder as long be :said Key.Staff is in the Consultant's ernptoy. The Consultant wilt obtain prior written acceptance of IDirector or designee to change Key Staff, The consultant shall provide Director, or designee with such o the inns currently E"); 1 m'within 'the City's: Miscellaneous Civil Engineering Se.ruicss Reynolds, Smyth and hlil)s; Inc, PROFESSIONAL SERVICES AGl2E MENT. information as nei:essary to determ ne the suitability of proposed new Key Staff. 'Director Will act reasonably in:evaluating Key Staff, qualifications. Such acceptance shall not consult to any resporis011ity or liability for.the irndiviouars ability to perform 3.04 TIME FOR F .RFORMANCE The Consultant agrees to start all Work hereunder upon receipt of :a Notice to t roaeed issued by the Director and to complete each assignment, task or phase *within the time stipulatedin the Notice to Proceed, Time is of the essence with respect to performance of this Agreement: A reasonable extension of the time for completion of various assignments, :tasks or phases may be granted by the pity should there- be a'delay :an the pert of the City irr fulfilling its obligations under this Agreement as stated herein.. Such extension of time shall net •: be cause forany claim by the Consultant fOr extra compensation..... ,ART CLE.4 SUE ..CbNSUL;TANTS 4.01 'GEN$RAL 4.01.1 ,A Sub.Corisultant, as defined in Article 1.48 is a firm fhat was identified as part,of the consulting: team in the competitive selection .process by which. the Consultant was chosen. to perform 'the services under this Agreement, and_ as sueh, is identified• arid listed in Schedule Al attached hereto and incorporated by reference. 4,01-2. A Specialty .Sub -Consultant is <a ;person or organization that hap, with the consent of 'the 'birector,.'entered Into a written agreement with the Consultant te.furnish unlq�iearidfor specialized professional services necessary for a project or task described under Additional: Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule °1 • 4.02 ":SUB -CONSULTANT RELATIONSHIP$ . 4.024 Alt services • provided by the Sub -Consultants shall be performedpursu• ant to <apprcpr Written agreements between the Consultant end the SubrConatiltants, which shall contain provisions. that preserve and .protect the rights of the City under this Agreement. 4112,2 Nothing contained in this Agreement shall create any, contractual or business relationship between :the City and the Sub -Consultants,. The Consultant acknowledges that the Sub -Consultants are • entirely under his direction, control, supervision, retention and/or discharge:. 4,03 CHANGES TO SLID -CONSULTANTS The .Cofsuitent shalt not add, modify,: or change any aub-Consultant listed in Schedule Al without prior • mitten approval by the Director or designee, .in response to a written reOueSt from. the ConSultant Stating the reasons for any proposed -substitution: ARTICLE.5. DEFAULT 8.01: OENERAL if the Consultant falls `to comply with any term or condition. of this Agreement, orr'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 ell remedies available to it bylaw, rriay immediately, upon written notlbe to the Consultant, terrriinate this Agreement Whereupon all payments, advances, or ether oorripensation paid by the City to the: Consultant while the Consultant *vas in default shall be immediately returned tc the City, The Consultant understands:and agrees that termination of this Agreement under this section ;shall not release the ConauEtent from' any' obligation accruing :prior to' the effective data of termination,-• In the event of termination due' to default, In addition to the foregoing; the Consultant shall be llable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costa. and expenses lnourred by the City. in the re-prccurent;ent of the Services, including consequential and incidental •damages. In the event of Default, the City may also suspend'ar withheld reimbursements front the Consultant until 5uoh time as the. actions giving rise=to default have been cured:: 5.02 'CONDITIONS OF DEEAUt T : A finding of Default and.subsequent :termination for omit following: •/Miscellaneous Civil Engineering Sarvicea "Reynolds, Smith and Hills, inc, 17:.1 may 'include, without flmitatlan, any of the RF. No,:12-1. 04 PROF! GIONAL SERVICI S AGREEMCNT 5.02a1 The Consultant fails to obtain or meintairr 'the professional engineering certifi'catian / iicensure, insurance or bonding herein required, s.0r2 The Consultant fails to 'comply, in a substantial or material sense, With any cif iite duties under this Agreement, with any terms or conditions set forth in this Agreement or in atiy agreement it has with the City, beyond the specified period atlovwied 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 .T NIE TO CURE DEFAULT, FORCE NIX.I.EURI The City through the Director or designee shall provide Written notice to the'Consultant as to a finding of: :default, and the Consultant shalt take all necessary action to cure.saiid default within time stipulated in said notice, after which, time the City may terminate the 'Agreement,. The City at;its sole:discretion, may allow additional days to perform any required cure if the Consultant provides written iustifioation deemed. reasonably sufficient if the Default hat not been corrected by the Consultant within the time specified the •`Agreement shall be automatieaty terminated on :the last day of the time stipulated In said notice, without the. nePeasityl of any fia'rther action by the City. Should any such failure. en the part of the Consultant be. due to a condition of Force Maieure as that te, is interpreted udder Fiorida law, then the City may allow an extension of time reasonably commensurate With the. cause of.such failure to perform -ordure, TERMINATION OF.AGREEMENT ITY'S: RIGHT :TO TERMINAT The City including the Director or designee has the right to terminate this Agreement for any reason or no. reason, upon ten (10) stays' written .notice. Upon termination of this Agreement, alt charts, sketches, studies, drawings, and athar documents;; including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned ever to the Director or designee.` The Consultant shalt be paid in aocordance with provisions of Attachment t3, provided that said documentation is turned aver to Director or designee within ten (19.). business days of termination. Failure to timely deliver the; documentation shall be eause fo withhold any payments: due without recourse lay theConsultant until all documentation is delivered to the Director or designee. 6,01-1 The Consultant shall have no recourse or remedy from any termination made by the City. except to retain the fees, and allowable costs or reimbursable expenses ,earned compensation for. the Services that was performed in complete compliance with the Agreement, as NO and final settlement of any clairrr, action, demand, cost, charge or entiti.:ement It may have, or will, have against the City, its officials or employees. 6.02. CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this agreement, in writing, following breach by the'ity, if: breach of contract has not been oorracted within sixty (60) days::fro'm the date of the City's receipt af. a written staternent torn the Consultant specifying its breach of its duties under this Agreement: 6.03 TERNIINATIDUE TO I.UNPISCLOSEC1 LOBBYIST,OR AGENT The Consultant warrants that it has not e'mptoyed or retained any company or person, other than a bane ftde employee working solely for the Cericultant to solicit or secure this Agreement, and that he or'she has not paid ar agreed to pay. any person, company, corporation, individual, or firth,; other thah a bona fide employee vitorkirig solely for the Consultant any fee, commission, percentage, gift, or other consideration -contingent upon or resulting from the award or Making of this Agreement. Far the 'breach or violation of this prevision, the City shall hsva the tight to terminate the ,Agreement without liability and,- at Its discretion, to deduct from the contract price, or otherWise recover, :tile fuR arrrount of such fee, commission, percentage, gift, or consideration. Miscellaneous Ci'uii Enpineering Services fs i, Reynolds, Smith and Hills, 'Inc, RFQ No, 12-13.004 Pk t)5ESSlONALSERVtC SAGREEMEtrr ARTICLE 7 DOCUiMENTS AND RECORDS • 7.01 OWNERSHIP OF DOCUMENTS "• All tracings, plans, .drawings, specifications, maps, computer 'files, and/Or report's prepared br obtained under this Agreement, -as well as ail data collected, together with summaries and charts derived there. from, including .all electronic digital copies will be considered works made for. hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the: Consultant or termination of the Agreeriientwithout restriction limitation on their use, •and will be mode available, on request, to the City at any timeduring :the performance of such services andlor upon completion or termination of this Agreement. The Consultant shall not copyright any material end products or patent any invention developed „under this Agreement. The City shall have. the right to visit 'the site for inspection of the work and the.products of the Consultartt.atany time; The Consultant shallbe 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 OiR CANCELLATION .:Failure of the Consultart to promptly deliver all such documents, both hard copy and digita€,, :to the. Director or designee within ten (10) days of parrcellatiat , or within ten (10) days of request.by the City,: shall be dust 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 requirerrietts... 7.03 RE-USE.SY CITY It is understood, that ell Consultant agreements and/or Work Orders for new work will include the :provision .:for the re -use of plans and -spec€ficatioris, including, construction drawings, at the City's sole option; and 'by virtue of signing this agreement the Consultant.agrees to such re -use in accordance with this provision, without the necessity of further approvals, compensation, fees or docur"nents 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, of 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, furbish ,or Make evaliable to any third person, firm or organization, without Director or designee's prior: written consent, or uniess,inoldentto the proper performance of the Consultant's obligations hereunder, or in. the course of Judiciial or legislative proceedings where such information has been properly ..subpoenaed, any :non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all,.: of its employees, agents, Sub -Consultants and subcontractors to comply With the provisions of this ,. paragraph, 7.05 .MAINIFNANC. E OF RECORDS The Consultant will keep adequate records artd supporting documentation, which concern or reflect ;services hereunder., Records subject to the provisions of the Public Records LaW, Florida Statutes°; Chapter 149,.shall be :kept in accordance with the applicable ,statutes, Otherwise; 'the records and documentation will be retained by the Consultant for a minimum of three (0) :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 duririp the period Of this Agreerent and during the three (3) year period noted above; provided, however such activity Shall be conducted only' during normal ousinese'houre. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without liialtatiorl; '.(1) keep and rmaintain.public records that ordinarily and neeessatily;, would be required by the :City to perform this service; (2) provide the public with access to public records on .the same terms and conditions es the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law:, 3) ensure that public records that are exempt or confidential and exernptfrorn disclosure. :ere net. disclosed except as authorized by law; (4) meet all requirernents for retaining public records and transfer., at no :cost, to the City ail public records in its possession upon termination of;this Agreement and destroy any duplicate •public records that are exempt or confidential and exempt from disclosure Miscellaneous Civil Engineering Services (9 l Reynolds, Srnith and Hills, :Inc. RFQ No> 12-13-004 P OFES$IONAL 9ERVI:CES AGREEMENT requirements; (5) Au electronically .stored public records .must be provided compatible with the City`s information technology systems, .. 119.0701 Contracts'', public records,— r purposes of this section, the.lerm:. a).. "Contractor" means an individual, partnership, oorporatian, or business entity that enters into a contract for :services with a public :agency and is .acting on ;behalf of the pubric agency as: provided under s..119.011(2). (b) "P.ublic agency" means a state, county, district, authority, ormuhiclpal Officer, or department, division, board, bureau, cornrnission, or other separate Unit of government created or established by law: (2) in addition to Other contract requirerrients provided bylaw, each public agency contract for services Must include a provision that requires the contractor to comply with public records laws, specifically ter.. (a) Keep and maintain public .records that ordinarily and. necessarily would be required by the public agency in order to perform tho service, (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the'redords. and at a cost that does not exceed the cost provided In this chapter or as otherwise provided by Taw, (c) Enaure that publto: records that are exempt or confidential and exempt from: public records disclosure requirementsare not disclosed except as authorized by law:: (d) ,Meat all requirements for retaining public records: and. transfer, et no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records That are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency. (3) If a contractor does not, comply with a public records request, the :public agency $hall enforce the contract provisions in accordance With the contract.: ARTICLE 8 INDEMNIFICATIONS The Consultant shalt indemnify, defend, 'save and hold harnless the City and its officials, employees and agents: (collectively referred to ;as'"lndsmnitees") and each of them from and against ill loss costs, penaltles, fines, damages, clams, expenses (including:attorney's fees) ar li� ili%ies (ooliectively referred to.as "liabilities") arising oiit of or resulting from ar in connection with °(i) the performance:Pr non-performance of the duties, responsibilities, :'standards, services, supplies, materials and equipment:conferrtplated bytthis Agreerent iviihieti Is directly Cr-Indirectly caused, in whole or in part, by any 'act; ot'nlssion, default; professional errors or omissions, or negligence itvvheth0 active er' passive) of CONStULTANT'tor its employees, agents Or sub consultants (collectively referred to as "indemnifying Parties ""), regardless of whether it. is, or is alleged to be, caused in whole Cr-part: {whether joint, concurrent Or contributing) icy any' act, omission, . default, ' breach, or negligence (whether active or passive) of the,l;ndemnifyltng -PrtiesE indemnttees, or any of there of`(li) the failures of .the CONSULTANT to comply with any` if the ;provisions herein; 'or (iii) the failure of the CONSULTANT , or the Indemntees, if applicable, t"oconform to statutes, ordinances, rules;: - other regulations er requirements of any'federal., state, county, or city governmental authority ar agency , special •district or state school, in connection with the granting , approving, or performance of this Agreement, or any Amendment to this Agreement, Or any actions or challenges that may arise Out ;of this Agreement, as amended, by, as due to alleged failure to comply with any appttoable procurement requirehients t?r similar limitations imposed on such agreements bylaw, CONSULTANT expressly agrees to indemnify and hold harmless the lnderrmitaps, or any of them, from and against Miscellaneous Civil Engineering Services: Reynolds, Smith and Hiils, Inc, FQ Na.12-13-dti4 . PROF SiONAL $fwR.yICES AGREEM T ail liabilities which may be asserted by an employee or former employee Of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's .liability to such employee or former employee would, otherwise be limited to payments, under state Worker's Compensation or similar laws. This section shall be interpreted and construed In a manner to comply with any applicable Florlda•Statutes, including, without limitation, Sections Version A, 725,05 and 725.,:08, F,S.;; if applicable. Severability shall apply to each sentence of this section. This Indemnification shalt survive the Cancellation :or expiration of the .Agreement, The Consultant shall require all Sub Consultant agreements to :includea provision that: they Will indemnify. the City. The Consultant agrees and recognizes that the City shall .net be held liable or responsible for any claims which may result from any actions or omissions of the i ONSUI,TANT in which the City participated either though review :or concurrence .of the Consultant's actions. 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- Consultent under this Agreement. Ten dollars (510) of the payments made by the City constitute separate, distinct,, and independent:: ccnsideration for the granting cfthis inderrtnificatien, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by.the Consultant, ARTICLE 9 'INSURANCE` The Consultant shall not start Services under this Agreement until the Consultant :has obtained all insurance required hereunder and the City's Risk Manager 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), as per A.M. Best Company's Key ,Rating Guide; latest edition: 9,02 VERIFICATION OF iNSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement, The Certificates shall clearly' indicatethat the Consultant has obtained insurance of the type, amount and classification required by these provisions, in excess of any Pending claims at the time of contract award to the Consultant,..The Consultant shall maintain coverage` with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice ;to the City's Department of Risk Management of any material change, cancellation and/or `. notice of non -renewal of the insurance within 30 clays Of change, The Consultant shall furnish copies of 'insurance policies Administrator within ten (1O) days of written request. 9,03 FORMS OF COVERAGE 9.0341 COMMERCIAL GENERAL LIABIL:ITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1 000,000 per occurrence, $2,000,00:0 aggregate for bodily injury and property damage. The coverage shall include Premises :and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additioriai endorsements as applicable. The coverage shall be written on a primary .: and non contributory basis with the City listed as an additional insured as reflected:' by endorsement, CO 2010 11/85 or its equivalence. Notice of cancellation should read (30) .days/ (10) 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 combinedsingle limit of:$1;000,00t) naming the City as an additional iinsured with respect to this °overage.:Notice of cancellation should read (30) days/ (10) days for nonpayment, Miscellaneous Civil Engineering Service Reynolds, Smith and tiills, Inc;. t1 I t RFC No, 12-la-004 occurrence. SUB,CONSt LTANT COMPLIANCE The Consultant `shall ensure that requirements, 9.04 MODIFICATIONS TO COVERAGE The Risk. Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes' in the required insurance requirements, coverage,: deductibles or other insurance obligations by providing a thirty (30} day written notice to the Consultant in accordance with §10.00 herein, The Consultant shall comply with such requests :unless the insurance coverage is not then_ readily. aliable in the national market, and may request additional consideration from the City accompanied by ustification,. PROFESSIONAL. SERWIQES AGREEMENT 9.033 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability ,insurance including Errors and Omissio coverage in the minimum amount of $1i00O,000'`per claim, $1,000,000 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the. Services performed by the Consultant or any person employed by' the Consultant in connection with this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement, 0.93,4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and E€nployee's Liability with a minimum limit of $500 000 each ub-consultants comply with , these ; same Insurance ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHT> 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 018-101 and 18-102, City Code, are applicable to this Agreement and are deemed as being incorporated by reference herei n. 10.02: • ENTIRE AGREEMENT This Agreement, as it may be. amended from time to time, represents the entire and integrated agreerx between the City and the Consultant and supersedes ail prior riegotiations, representations or agreements, written or oral, • This Agreement may not be amended, changed, modified, pr otherwise , altered in any respect, at anytime 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 cif this Agreement shall` not be deemed to be a waiver of any other breach of any provision of this Agreement, 10.03 SUCCESSORS AND ASSIGNS `The :perforrnance 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 pity, acting by and through its City Comrnission. 'it is understood that a sale of the majority of • the stook or. partnership shares of the Consultant, a mergeror bulk ,sate, an assigrirnent for the benefit of creditors shall Bach .be:.;deemed transactions that wouldconstitute an assignment or sale hereunder` regiiring prier City approval. The Consultant's services ere unique in nature and any assignment ,.sale transference without City Commission approval snail be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements arid 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;: Miscellaneous Civil Engineering Senilces [12 } i FQ No. 1 13-004 Reynolds, Smith and Hills, Inc. PERoFEssioNAL SPi2t%iCEs AGR5EMENt The Consultant and the City each binds one another, their partners, successors, iegal representatives and authorized assigns to the other party of this Agreement and to the partners, sucoessors, regal representatives and as;;`igns of such party In respect to aft covenants of this Agreement, 10.04 TC .UTTH-IN-NeGOT1ATION CERTIFICATE Cn cernptiance with the Consultant's Competitive Negattatien.Act, for arty Project to be compensated under the Lump Sum method, the Cpnsuitant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, corrpfete, and current at the time of Niotioe to Proceed, The original Project; price and any addition thereto will be adjusted to exclude any significant sums by Which the City determines the project price was increased due to inaccurate, incomplete or non -current Wage rates and other factual :unit costs.. All such price adjustments will be niede within one (1) .year fallowirtg 'the end of the Project.. . • 10,08 APPLICABLE LAW AND VENUE OF LITIGATION This agreement shall be interpreted and construed in accordance with and governed by the raves of the • State.of Florida. Any suit or action brought. by any party,.; concerning ,this agreement, or arising out of this agreement, shall be broughtin MVElaml»Dade County, Florida. Each party shall beat its awnattorney's fees. except in actions arising opt of the Consultant's duties to indemnify the City under 0 where the C.onsultaht • shall pay the City's reasonable attorney's fees.'• 10.as NQTICES Whenever either. party. desires. to give notice unto the. ether', such notice must. be in writing, sent by registered United States mall, return receipt requested, addressed to the party for whom it is intended. at the place last specified; and the dace :for giving •of netiee shall remain such until it shall have been changed by written notice compliance with the provisions of this paragraph ,For the present, the parties designate the following es the respectiveilaceS•for giving of notice: FOR City of'Mram: Mark Spanioil, P.E.. Director City of Miami Capita( Improvements Program (CIP) 444 5.i1,"d Ave„ gtrs FI Miami, Florida 33130 Jeovenny Rodrigues; P.F, Assistant'Diraotor City of Miami Capital Improvements Prpgram (CiP) 444 S.W. 2''a Ave.; - 3m Fi Miami, Florida 33'130 For Consultant: Jeff V, Easley, Vice -President ieynplds, Smith and Hills, Inc.. 0181 Blue Lagoon Drive, Suite 200 Miami, Ft., 3312e 'i 0.07 INTERPRETATION' The language of this Agreement has been agreed to by both parties to express their rnutuai 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 oe interpretation of this Agreement, All personal pronouns. used in this Agreement shallinclude the other gender, arid 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 riot to any particular sentence, paragraph, :or section Where they .appear, :unless the context otherwise requires, Whenever reference is made to a Section or Article of this Agreerrient, suet/ reference is' to the SiSbtion 0t Ntisceilar/eous Civii engineering Services r43 i Reynolds, Smith and Hills, Inc: Article as a Whole, including ail of the subsections of such Section, unle particular subsection or subparagraph of such Section or Article, 10.08 .-JOINT PREPARATION Preparation of this Agrreernent 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, PRIORITY OF PROVISIONS if there is a conflictor 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 tent, staterhent, .requirement, or provision of this ,Agreement, the term, Statement, requirement, or provision cottained In: this`Agreement shall prevail and be given effect. 10.10 :MEDIATION -WAIVER OFJURY TRiAI • hi 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 conduot any Mediation Proceeclingsin Miarni-Dade i-Dade County, State of Florida. The parties :will spilt the cost$ of a certified mediator on a 50f50 basis. The Consultant agrees to include such similar contract provisions with, all -Sub-Consultants and/or: independent contractors and/or the Consultants retained for the "project(s), thereby providing for non binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's feet. In an effort to expedite the conclusion of any litigation the parties vo€untarily waive their right to jury trial or to file permissive counterclaimsin any action arising 'under this Agreement. 1011 TIME Time is of the essence in this;Agreement. 10.1a COMPLIANCEWITH LAW . : The Consultant shall comply With all applicable taws, code's Ordinances, rules, regulations and; resolutions including, without limitation, the Arnericans With Disabilities Act ("ADA'j, as amended, and all applicable guidelines and standards in. performing its duties, responsibilities, and obligations related to thls Agreement, The Consultant represents end warrants that there shall be no'unlawfut discrimination as provided by few in connection with the performance of this ;agreement. Non -Discrimination The City ;warrants and represents that it does not and will not engage in discriminatory practice's and that there shall beano .discnnrinaticn in connection with the 'Consultant's performance .under. this: Agreement en account of race, color, sex„ religion, age, handicap, marital status or national orrgin.: . The Consultant further covenants that no ,otherwise qualified individual shall, •solely by reason Ns/her race, color;'_sex, re..l`igion, age, handicap, marital status or etionai origin; be excluded from participatlorr in, be denied services, or be subject to discrimination under any provision of this A.greernent..; 1012.1:OSHA COMPLIANCE' The Consultant warrants that it will comply With all safety precautions as required by` federal, state or local laws, rules, regulations and -ordinances. The _City reserves the right. to refuse ;the Consultant access to City property, including' project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance With OSHA regulations orif a continuing pattern of non compliance with safety regulations is exhibited by the Consultant, t.0.12-2 AIDA COMPLIANC: • The Consultant shall affirmatively comply with all applicable previsions of the Americans with Disabilities Act ("ADA") in the course of providing 'any work, labor, or services funded .by the .City incl:udiing Titles 1 & If of the ADA regarding nondiscrimination on'the ,basis of" disability} .end all Miscellane Reynolds, us Civil Engineerih nth .pod HMS,' Inc, Services [14 RFFQ Nb 12-1 s.o 4 P OFESSIONALSEt VCCESAGRe MENT pplicabie regulations, guidelines ;arid standards. Additionally -the Consultant shall take affirmative ps to -insure nondiscrirninatikn in employment of disabled persons, 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties, The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant, 10.14 SCRETIONOF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall, be Within the exercise of the reasonable professional discretion of the Director or: the Director's authorized; designee. 10,155 RESOLUTION OF CONTRACT DISPUTES; The Consultant understands arid agrees that all disputes between it arid 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: 10.0o, Notices. Should the Consultant and the Project Manager fail to resoive the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Assistant Director Contracts,, as identified in Article 10,05, Notices, Upon receipt of said notification the Assistant Director-Conttactsshall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fall to resaive the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by. the Consultant. Upon receipt of Said notification the Director shall review the issues relative to the dispute and isstje a Written finding. The Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute'aoceptance of the finding by the Consultant: Appeal to the City Manager for his/her resolution, is 'required priorto the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of ;compensation. hereunder exceed $500,000:00, file City manager's decision shall be approved br disapproved by City Comrnission, The Consultant shall net be entitled to seek judicial relief unless;` (i) it has first reeeived City. Manager's written decision, approved by City Commission if applicable;: or (it) a period of sixty (60) days has expired after submitting to the .City Manager a detailed statement of the -dispute, accompanied by all supporting documentation, ar a period of (90) days has expired where'the "cityManager's decision is subject tta,City C.ommissdori approval, or (III) The City has: waived compliance with the ,procedure set forth in :"this section by written instr"ument(s) `signed by the Olt') Manager. 10,1.6' INDEPENDENT CONTRACTOR:. The Consultant has been procured ;and is being engaged --to provide services to the City as an independent contractor, and not es an agent or employee of the City:, Accordingly; tha Consultant shall: : not attain, nor' be entitled to; any rights or benefits under the Civil Service or Pension Qrdinances of the City, f or any., eights generaily afforded • classified or ''unclassified employees; The Consultant further understar tds 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 thisAgr'eenm.ent, • CONTINGENCY CLAUSE:. Miscellaneous Civil Engineering Seruices Reynolds., Smith and Hills, lno, PROFESSIONAL SERVICES AGREEMENT Funding for this Agreement is contingent an the availability of funds and continued :authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice: 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. Miscellaneous Civil Engineering Services [161 RFQ No. 12 f3 p04 Reynolds, Smith and Hills, Inc, Anti —Mari PROFESSIONAL SERVICES Ai REEMENT IN WITNESS WH REOF, the parties have executed this Agreement as of the day and year first above written; WITNESS/ATTE Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Todd 1APPRQV D AS REQUI' EMENT S arp:; : Inter J ISk Manag Iraq er mere D CITY OF MIAM State of Florida a rntinic pal corporation of the y Manager NS ZANCF APPROV S-T01:EGA, CQRRE TRESS: artment Miscellaneous Civii Engineering Seniiees Reynolds, Smith and Hilis, lnc: OR AND RFQ No. 12-13 p04 CORPORATE AUTHORIZATION. RESOLUTION he undersigned Corporate Secretary of RS&H, INC, (the "Cot por tionl hereby certify that: The Corporation is duly organized and existing under the e of Florida and the following is ;a true, accurate and complete transcript of a resolution contained in the minute book of the Board of Directors of said Corporationduly held the 7th day of lUia , 2014, et which meeting there waspresent end acting throughout a uorum authorized to transact business hereinafter described, and that the proceedings of said meeting were accordance with the charter and fay-lawsof said Corporation and that said resolutions nave not been amended or revoked grid are in full force and' effect.: Resolved, that the following individual be a d hereby is authorized arid .empowered to n sign on behalf of said Corporation .all contracts for modifications, t as he may deem necessary or ppropriate. professional services, Including ail contract ask orders, work orders, supplementalagreements and such other documents Witness my hand and seal (Corporate f the Corporation tfais 20th day of May, 2014. Kenneth R. Jac son ante Secretary PROFESSIONAL SERVICES AGREEMENT (IF CORFoRATION) 1 HEREBY CERTIFY that at a meeting of the . Board of Directors of the laws of the State of a corporation organized and existing under resolution was duly passed and adopted authorizing (blame) es (Title) of the corporation to .execute agreements on behalf :of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full' force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Secretary; Print- CERTIFICATE OF AUTHORITY , held on the day of , , a (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 resolution was duly passed and adopted authorizing (Name) (Title) of the partnership to execute agreements on partnership and provides that his/her execution thereof, attested by a partner 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 Directors of existing under , a as: behalf of the shall be the Partner Prints Narnes nd addresses of partners: Nat treet; Address City. State Zip iliseileneau$ Civil EnOineer1n9 Service$ Reync1ds, Smith and Hills,;In . RFQ Naa 12-13-004 CATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid Is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Naito) , individually and doing business as (d/bfa) (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 COUNTY OF The foregoing instrument w S: this day of. 20 by who is personally known to me er who has produced as identification and who (did f did not) take an oath. SIGNATURE OF NOTARY.PUBLJC .......... STATE OF FLORIDA. PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Nlisce1I feous G'[vii Engineering SeMces Reynolds, Smith and Hills, Inc, C1 1 RFQ Rio. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ' ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Civil Engineering Services shall include, but are not lithited to,complete piann ng and design: services, programming, pavement analysis surveying, roadway analysis, geotechnical, captions evaluations, public meetings, -detailed assessments and recommendations,;:Cost estirrtates, :opinions of probable construction cost, review Of Work:pr'epared by Sub -consultants and.other consultants, field investigations and observations, . post > 'design :services, construction, administration, and other related Services as needed to complete the Project. Consultant shaft provide comprehensive Civil Engineering services for the Project for :Which Consultant was sefected in accordance with Section '287.05 Ffaride Statutes, as amended, Consultants' Competitive Negotiations Act (CCNIA), A1.01 >SCORE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law,building and environmental regulations,: including the Florida Building Code and . . the City of Miami, Florida, Code of Ordinances, and as: set forth in this Agreernent and further" enumerated in a Work Order, Consultant....May he required to perform ail or some: of the services :presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive civil engineering professional services for the Project. The Project shall include roadway reconstruction or .resurfacing, drainage improvements:, storm water management, swafe restoration, curbs, gutters,. sidewalks,:lighting:'improvernents landscaping, signage end striping, verification of City`s Pavement Analysis Deport within the Project .area; digitally record existing conditions in tie Project area; -research 311 , calls for various Compiaints, and any survey, geotcchnical end utility Coordination required to. produce complete sets of .signed and sealed construction documents, specifleations and estimate Of probable construction costs for the Work. The City Wifl phase the Work required to complete the Project so; that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The'Consuitatt shall be directed to proceed with each phase of the Project through the Lite of Work Orders. Proposals and Work Orders,: :-A1.02 WORK ORDERS A1.02-t PROCEDURES When GIP has determined that. a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services: provided to the Consultant in writing by the Director or designee, :. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any:questions. The Consultant shall then prepare a Work Order Proposal fc flowing the forrnat provided by the City, indicating the proposed Scope of Serviceine of performance -staffing, proposed fees, Sub Consultants, acid deliverable iterns and/or:documents, The Director or designee :may aonept the Work• Order Proposal .as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal, Upon acceptance of a Work: Order Proposal CIP win, prepare a WorkOrder that will toe reviewed.by CIP staff and theDirector or` designee. Upon approval GIP will issue.a. written Notice. to Proceed subsequent to approval. of the Work .'Order by the Director or designee. ARTICLE A2 BASIC SERVICES Consultant agrees to provide cotriplete. Civil Engineering services as set frrrih in the .tasks .enumerated .hereinafter, rn accordarce with the Florida Building Code, latest edition,. all federal, state, county and City of Miarn , Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate Staff of •qualified personnel on the Work at all times to ensure its performance as specified in the Agreement: Miscellaneous Civil Engineering S: Reynolds, Smith and Hills; Inc„ [20j RFQ. No,12-13 004 PROVE IONA ERVICES AGREEMENT Consultant shall submit one. (1) electronic set of ail dacurnents and seven (7) copies n3f documents required under Article A2, without additional charge, for review and approval by City, Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and On Authorrizetion to Proceed with the next task has been issued: by City.... Consultant issolely responsible for the' technical accuracy and quality of their Work Consultant shall perfomi all Work in.compliance With Florida Administrative Code. Rule 61C1'S-19.001(4) and ;Section 471,033(1) .(g) of the Florida Statutes. Consultant shall perform duo diligence, in accordance with best Industry :practices, in. gathering information and inspecting e Project site prior to the commencement of design. Consultant shall be responsible for the ,professional quality, technical accuracy and. coordination Of all design, drawings, specification, i.and ether Services furnished by the Consultant under this Agreement, Consultant shall, without additional compensation,, correct or revise any . errors, omissions, and/or deficiencies ;in its designs, drawings, specification br other Services. Consultant shall .also be liable for claims for delay Costa, and any Increased costs in construction, including but:not_ limited totlditionai: work, demalit 0n of existing work, rework, etc,; resulting from arty errors, omissions, andfor deficiencies in its designs, drawings, specification or other Ser"vices._ A2.O1 DEVELOPMENTCEOBJECTIVES A201 -1 Consultant shalt confer -with. representatives of City, the Project Manager, ancr other. jurisdictionali agencies to develop several Options" for the various etements of the projectwill be designed and constructed. ►2.01 . 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 prograni' that may require further• refinement to attain the requisite detail of design_ development required to begin the creation of Construction bow:inlents. 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 En presentations to`.Multiple groups explaining alternative options,. Sufficient'detail shall be provided' to support the presentation materials, onsultant all hire the appropriate sub -Contractor to provide- Civil Engineering services which are not in-house. ,Surveys shall Include the locationofall site structures ineluding:all utility structures and facilities. Consultant shall' also engage a soil testing firm to perform soil borings:' and other testsreg41red for new oonstructionwork. The extent to which this Work:Will be needed shall be based on the surveying and Soli borings performed previously by the City,. Cost of the Surveyor and sell engineering firm shot] be billed as reimbursable expenses; A2.02. ANIALYT1CAL REVIEW Verification of the City's Pavers ent Analysis Report within the Projeotarea' digitally record'existi oonditions in the Project area; research 311 calls for various ctirnplaints, especially drainage com and diigitally record project area during .significant rain events. A2,03 SCHEMATIC b SI C A2.63-1Recorrirnended Course of Action Consultant shall .prepare and present, in writing, .for approval by the Project .Manager, a . Recommended Course of Action (iRCA) for the areas cornprtsing the Project. The RCA :shall 'inoiude„ but, is not limited to: t, Street name Miscellaneous Civic Crglneering Services Reynolds, Smith and I-i lls, inc. [21 i RFQ No:, 12-13-004 PROFES$IQNALSi i3VICESAGREE 2. Recommended remediatian efforts to bring the subject street up to a minimum 'good" rating as outlined in the Citywide Pavement Analysis Survey, 3, A detailed cost estimate for design and construction that maximize the number of streets that would be upgraded from poor to at least good, 4. A design and construction schedule for the recom A .04 f)ESI N D VELOPNIEN7 From the approved"RCA, Consultant shall prepare and present the following in writing:, 1. The design parameters to be Used for each street'being improved (le, reconstruction, rnillih and resurfacing, etc.) 2. The submittal requirements for each st 3. The final cost estimate for -design and •oo A2,05 CONSTRUCTION pacUME1411 ended Course of: Action From the approved Design Development Documents; Consultant. ‘shall prepare for written approval by City, Final Construction Documents :setti"ng 'forth all design- -drawings and .. specifications needod'to comprise a fully: biddable, perrmittable, constructible Project..'' • Consultant Shell produce 30%„ 60%, '90% and final Constriction Documents for review and approval by C.ity,.which shall include the followings `1. A drawing' cover., sheet listing an index. of all number of drawings by each discipline. Drawings not included In the 30%, $O%, 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. Arr updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in., the Construction Docurnents approved additive andlor deductive alternate 'bid items, to permit City to award a Construction Contract within the of the budgeted amount. 5. A Project Specifications Index Projec and the Spedilications'cormiple,ted. 6.. Consultant shell include, and will be paid for; City -requested :alternates outside of -the estab•lish•ed Project scope "or that are not constructed due to a lapof funds. No fee will be p•aid by City in connection with alternates required by'the failure ef•;Consuttant to design the • Project within the:Fixed 4irriit Of Construction Cost. • 7, • Consultant shall provide an index of all submittals required by the Contractor that clearly identifies :submittals for which the Contractor shall be responsible fob design.: Consultant shalt submit the speoiel' or supplemental terms.and conditions -separate from the teehnica l :s p ecifi catio n s. 9. Consultant shall not proceed with further •construction docuinent 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 :its responsibilities• "and ilabilities relative to code cornpliance and to othercovenants 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%:cotnpiete Construction: Documents and Consultant • shall provide an appropriate response to :all review oornments noted on these previously •submitted :documents.: rrual with at least 30%, 60%, 90% and Final of 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: Miscellaneous Givll Engineering Services t22 l i�eynalc(s, Smith,and Hilts, Inc. RFQ N¢.12-13-004 Pi' OFESS ONAL.•SERViCEs AGREEMaNT A2.05.1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximumsum for the cost:of construc"tiorsof the Project ("Maximum Cost Limit""). If 'the City has net advertised for bids within ninety (90) days. after the Consultant submits the Final: Design to the City, the estirnate 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-biddingg of the Work at no additional cost or fee to the City if all responsive and. responsible bids received exceed ten (10ala) percent of the Maximum Cost Limit. A2.06•2 Dry Run Permitting The Consultant shall file and follow-up for approval of bu€lding permits at the earliest practicable time during the performance of to Work, for approval by City, County, State 'and/or Federal authorities having jurisdiction ever the Project by or contract with the City, and shall assist iri obtaining any such applicable certifications of permit approval by such authorities :prior to approval by CIP of the final set and printing .of the Construction Documents. The:Consultarit Shall promptly, at any time during the performance of the Work.hereunder, advise the Cityof any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such„ Upon :completion of dry run permitting, Consultant shall providepart of the seven (7) copies to be Submitted, five (5) full size sealed copies of the drawingsand specifications, Consultant shall ,:also provide digital versions of the drawings in:.dwg, .pit, and .pdf formats, The specification additional terms and conditions shall be provided in both pdf and :doe formats. A2.06 BIDDING AND AWARD OF CONTRACT A2.06.1. Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents :from authorities having jurisdiction, and acceptance by the City of the 100%a Construction . Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06 2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a: complete List of Bidders: 2. The Consultant shall assist. the City in the preparation of responses to questions if any are required during the bidding period. All addendum or ciarifications:.or responses .shall be issued by the City., 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders, 4. The. City will schedule a "Pre laid Meeting"' on an at needed basis, for the Project The:; Consultant: shall attend all any pre -bid rneeting(s) and require attendance of Sub -Consultants at such meetings, 5. The Consultant will be present at the bid opening, if requested by the City, n06.3 Bi d id Evaluation and Award The Consultant shall assist' the City in evaluationof bids, determining the responsiveness of Olds : and the preparation of nocurnents for Award of a contract: If the lowest responsive Base '. Bid received eXceeds the Total Allocated Furids for Construction, the City may; l Approve an inorease in the Project cast and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no.ohangge in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the Scope and/or quality oif construction, and rebid the Project:. The Consultant shalt, without additional compensation, modify the Coristructiori Documents as necessary to bring the Probable Construction Cost based on such revisions'within the Total Authorized Construction Budget, The City may eXeroise such option where the bid price Misceilanenus:Civil Pnoineering Services Reynolds,. Smith; and Hills, trio; RFC .No.12-13-(1p4 PROFESSIONAL SERVICES AGREEMENT exceeds 1 0% of the Fixed; Construction Budget provided to the Consultant, en Modified by the City and the.Consultant prior to 'soliciting bids. 4. Suspend, cancer or:abandoh the Project. NOTE Under 'Rein`'3 above the Consultant shall,. without additional cgmpensation, Modify the Gonstruotiori Docunients es rteoessary to bring the Probable Construction Cost within the bUdgeted • .arnount;., . A2,67 ADMINISTRATION OF THg CONSTRUCTION CONTRACT A2.07.1 The Construotion Phase Will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post ccnetruction documents, including Contractor AvBulit drawings, Corisultant's record drawings, warrantees, guarantees, operational manuals, and Certificates) of Occupancy have been dalivered to the pity 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 A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the ;authority to act on behalf of the City tb the extent.provided in the General `Cenditlons and the Supplerrientary ConditlonS.-ef the eobetruotlon contract and, • their A9reementiwith the City.. A2,O .3 The Consultant and respective Shall visit the site to conduct field observations, at a minirtium on weekly: basis, and at all key oonstruotiont;events to asoertain the progress of theot Praje, and shall visit the site as appropriate to oonductfield inspeetiions,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 forcertifieatlon if required by the,authoritles.: having jurisdiction. Threshold inspection.: shall be provided by the Consultant at no additional cost to the City. The Consultant shall report, on the progress the Work, including any defects and defioiericies 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 cheek the quality or • quantity of the:Work unless otherwise set forth In this Agreement.. The Consultant will be responsible for writing and distributing minutes of all meetingb :and field inspections report 'Ins asked to attend, Consultant and wit not be held responsible for donatruotion tn:eans, methods; techniques, segisences., or procedures, or for safety precautions and programs in .conneotlon with the Work. The DontUltantWill not be held responsible for the Contractor's or sub=contractors',, or .any .of their agents' or. einpl"oyees' failure to perform the work in .accordance with the .contrast unless such failure pf performance results from the Consultant's acts or omeilssions;. A2.07- The Consultant shall furnish the Clty with a written report of all. -observations of the Work made by Consultant and tequlre. all to do same during each visit to the Project, The Consultant shall.: also note the general status and progress -of theWork an forms furnished by the City and submit them In a ttmely.manner. The Cansultant and the Sub- oonsultarit 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" drab ings,. Copies of the field ,reports shall be attached to the`monthly Professional Services payment reqUest for construction administration services;:The Sonataltant`s failure to provide .written reports of all site visits or Minutes of meeting shall result in the rejection of payment requests and may result In a proportional reduction in Construction Administration fees. paid to the Consultant. A2.b7-6 1, Based on .observations at the site and consultation with the City, the :.Consultant shall determine the amount due the Contractor based on the pay for:performance milestones and shall recommend approval of suchamount as appropriate, This recommendation shall constitute a representation by the. Consultant to the. City that, to the best of the ConsUltant'sknowledge 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 Nlisdetianeous Glyn Engineering Services, 124 ( 1 FQ No, 1243-004 Reynolds, Smith and Hills The: PROFFES=E=NAL SP:1 V14PS AGREEEMENT requisition subject to:• a detailed evaluation of the Work for confor substantial completion; 2. The results of any subsequent tests required by the contraot; 3. Minor deviations from the contraot cerrectabie 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 oh the requisition, Prior to recommending payment to the Contractor, the Consultant: will prepare a written statement to the City en the status of the Work. relative to the Construction Schedule, which shall be attached to the. Contractors Requisition. Such statement>shall be prepared IrriMediately following the requisition field Meeting and shall not be cause for delay in urnely.payment to -the Contractor. By recommending approval of a Payment Certificate, the Consultant shall net. 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, 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 clays, on all 'claims, disputes .end other matters in question between. the City and the Contractor relating; to the execution: or progress':of the :Work, interpretations and decisions of the Consultant shall be consistent with the intent of and, reasonably. inferable from, the Contract Documents and shall be in written Or graphic form... A2.07-7 The Consultant shall have the authority to recommend rejection of Work which dcos not conform to the Contract Documents. 'Whenever, in his/her'reasorable opinion, the Consultant conalders it necessary or advisable to insure compliance with the Contract Docurrrents, the ;Consultant Will: have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or Installed and completed. The Consultant shall promptly review and approve, reject or take action onshop drawings,; samples, RFIs°:and other submissions of the Contractor. Changes or substitutions to the constriction documents shall net be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements, The :Consultant shall have a maximurri of. ten (10) calendar days from receipt of shop drawings, samples, RFI's or: other submittals by the Contractor, to return the shop drawings,ar submittals to the Contractor With comments indicating ._ either approval or. disapproval, Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection,..; A2.0-9 The Consultantshall initiate and prepare required docurhentatiorr for changes, as required by the Consultant's own observations er as requested by the City, and shall review and recornrnend 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, hisiher recommendation or proposed action along with an analysis arid/or study supporting such recommendation. A2.07-10 The Consultant shall examine the Work upon receipt of the Cottraotors request for substantial completion inspection of the Project and shall prior to occupancy by the dity, 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 Miscellaneous Civil Fngineering Services [26 l I FC Na. 12-13-004 Reynolds, Smith and Hills, Inc. PRQF5SSIONASERVICES AGRE5M1 1T final payment to the Contractor. The Consultant shall obtain from the Contractor: upon satisfactory completion of all items on the punch -list, 'all neoe`xsary close-out documentation • froth the Contractor iincluding Out not limited to all guareritees;, operating and maintenance manuals for equipment, releases of liens/claims arid such other 'documents and certificates as may .be •• required by applicable codes, Caw, and the contract and deliver thern to the.; City before final acceptance shall be issued to the Contractor,: • A2.07-11 The Consultant shah monitor and provide .assistance in obtaining the Contractor's oornpl€ance with its contract relative to .1) initial 'instruction of City's ,personnel in the operation and maintenanceof any equipment or system, 2) 'initial start up and testing, adjusting and balancing of equipment and systems and 3) final clean-up o• f the Projectto assure a smooth transition from . • construction to:occupancy by the City. A2.07-12 "asp The,Consultant shall furnish to the City the original documents, including drawings, revised to built":conditions based on inform?tion. furnished by the 'Contractor, survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, irrciuding'the Contractor's record drawings. Any certification required under :this Agreement. including the contents of "as -built" -documents le conditioned • upon :the accuracy of the information and documents provided by.thei corns#ruction contractor.• Transfer of changes made by "Change Authorization", "Change order,`, `'RR:eguest fczr Information" substitution approvals; or other clarttfications will be the Consultants responsibthity to incorporate. into the "as-bLiiit" •acid record :oocuniier ts. Changes ,made in the field to suit Feld "conditions, cr otherwise made by the Contractor for'its cdnvenlence, shall be marked by the Contractor on the: l iei`d Record .Set" and transferred to the original contract documents by `the Consultant. The original documents, as wall as the "Field Record Set" ;shall become the property of the City, A reproductbte set of all other final documents virtu be 'furnished to the City free of charge by the Consultant: A ,07-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City. A2 07> 4 the Consultant shall furnish to the City a .simplified site plan and floor pian(s) reflecting `'as -built conditions with graphic scale and north arrow. Plans °,mist 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 x 36" sheets and one electronic copy. ;r`! 2.07.15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. Miscellaneous Civil Engineering Seim Reynolds, Smith and Hills, Inc,'. RF'Q roc: 1 2-13-004 FROFESSiONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be Identified in a Work. Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for asprovided in •Attachment B,'Section E33,00. A3,02 EXAMPLES Except as may be specified. in Schedul' 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 additlo A3.023 y include, but or not, limited I special professional services not included In the Scope of Work.. Extended Testing ,& Training: Extended assistance beyond that provided under Basic Services for the initial start-1ap, 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; arid preparation of operating and Maintenance manuals, other than those provided by the Contractor, subxcontractor, or equipment manufacturer. A302-k Malor Revisions:: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisionsare 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;portien thereof), A3.02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding_ or legal proceeding, providing, however, that Consultantcannot testify against City in any proceeding during the course of this Agreement. .A3,02-6 Miscellaneous: Any other services not otherwise :included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3,0 ADDITIONAL DESIGN The City may, at its option, elect to proceed h additional services relating to the Project, ARTICLE A4 CITY'S RESPONSIBILITIES :. A4.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or,if not readily available, may authorize Consultant to, provide suchinforrriation: as an Additional' Service, eligible as a Reimbursable Expense.. A4t,01- i,` Surveys: Complete arid accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street,pavement, end 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. Miscellenedus:Civi€ Engineering Sery Reynolds, Smith and Hills,. Inc, [2yj RFC No.l. 004 A4,01-2 PROFESSIOCIAL SERVICES AGREEMENT Soil Borings, Geotechnical Testing: Soli borings car 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. A4.01-3 General Protect. Information: information .regarding Project Budget, City and State procedures,. guidelines, fonts, formats, and assistance required establishirig a program as per Section A2.02 A4.01 Bxistina Drawings: Drawings representing as -built conditions at the time of original construction,. subject.to es -built availability. However, such drawings, if provided, •are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as' necessary in. accordance with Section A2 01 to obtain sufficient. information to perform its services. Investigative services in. excess of "Normal Requirements," es defined, must be authorized in advance. '. A4.01-5 Reliability: The services, information, surveys and reports described in A4.O1-1 through A$.01-4 above, shallbe 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 andfor testing is required to properly design the Project. A4.O2 .CONSSTRUCTtON MANAGEMENT A4 '02-1 During construction; `Consultant and the City_ staff shell assume the responsibilities described in the. general conditions and supplementary conditions of the constructioncontract relating to. review and approval of the construction work by the Contractor; A4.02-2 If City observes or otherwise becomes aware of, any fault r defective Work in the Project, or other nonconformance with the contract 'during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Civil Er glneering Services . [28 J Reynolds, Smith and Hills, Inc.. Hiliers Efectricai Engineering, Inc, FIR Engineerin rvices, :Inc. Curtis + Rogers Design Studio, Inc., fanuel G. Vera & Associates, Inc, Progressive Design & Engineering Douglass NAME PROFESS loNALSERV X$ACf2E> MENT CONSULTING lectrical Engineering Geotechnicai Landscape Architecutre urveying and Mapping SCHEDULE A2. : KEY STAFF reen, P.E., Paul Hine P,E.,. William Aviles, Rosario Cardenas, Rine Cuba, Sunif Doddapaneni, Darren Dyer, Philippe Jolicoeur, Luis Medina, Alex Paradiz, Julieta Rivero-Manso,.Robert Templeton, L ladhsr Niraula, P.E„ Juan Valencia, Randy Chamness, Winston Harris, Chris Jackson, Ralph Byrd, Hernando R. Ramos, PE.,, James Kappes, Enrique Paradox, Barbara Lauderdale, Jack Yasin Charles Pandrea, Otto Ro1as, Nikhil Hedge, El., Vanessa Caycedo; Jennifer Kennedy, Gabriet Duque, Rodrigo A. Alba, E.l., Nlkhli Hegde, Sunheed Thlyyakkandi, E. Humberto Correa Aida M Curtis Jennifer Ragers Tiffany Marston Oscar Mejias, EIoidys Cruz, Adnan ismaii Pornaville Miscellaneous Civil Engineering Services Reynolds, Smith and Hills, Inc. Projec Cfer Engineer CARD Technician Engineering Intern enlor Engineering Technician Senior Landscape .Architect andsca andscape Architect Intern Driller.- 29 i RFQ 1\1b. 12-13-004 Ar 'ACHl 1 T`8 a ROIVIPiaNSAT1oN ATT CHMENT B Q" PEN ON AND Z" VNi NTS The •feed metrods cr Con'sultant�.:. a) Al.uirrpSum b) .An Hourly 8ate, SOD OF COMP NSA ION fessione] Services for each Work Order shall . Cnbi'netioh thereof, .at the option .of the Diracto deterhined `by one :oaf the fo r designee , with the consent ctaon s .s.u:1.1A : mined 3:,g2in:Section end at the rates set:forth in Seiati. o ,!J a Q tiF" NSATICti LIMITS The aggregates sum of <ell payrnerris: far fees and .costs, Including ,retrrrbursable expenset;. to the Consultant payable by the City Cinder this A reernent shall be lirrllted to the arrCi unt specified in'Seotiiorl 2:03w as the maxwnum dornlpensetion llrnit,for ctirnulative exponditeres_under this Agreortiont, !Under na cirournstanoss: wilt "the City have any ;liability ;for +work performer[ or as otherwise maybe alleged orr- olaimed by the Ccrosultent,' beyond the ouratriative arnount provided herein, except 'where spoclfically approved tn.acoordanoe with the City.Code by 'the: City:N►anager or City Comrnteeion"as:appllcable es eri increase to the Agreditent and pdt rnte effect::via ah.Ameridnient to tEits,Agreernent. Bt,02 CC ?tSULTANT NOT TO EXCEED Absent an att ctrldrnent to "tfie Agreement fir to ,any spode Work 'Order, :any trlaxi um 'dollar c r :. percentage amounts stated fer compensator shall not be exceeded, In. the event they are •so exceeded, the City shad ijaire no, liability er respor siblllty for paying my amcnirit -Of excess, whioh wttt be et the Censuitent's own cost and expellee;• ARTICL 2. At3E. RAlta 2.f1'; FE OA$i$ •Alt •-fees .and.; compensation payable under th s Agreement •shall •be `forrrtutated and `based upon the averages ref "the oartified Wapo Rats thet have ,received and approved. by the Director The averages of said o'ertifiad"Wage Rates are sumriie#ed in Schedule- $1 incorporated herein t?y refarsrtce ,Said Wage- mates are the e feotiv direct hourly. rates, as pproved by the City, of the pnsu.ltant and "Sub -Consultant: employeesthe. speclfied.professions end job.oatagr rias thet .are to be utilized to provide the.services. u !der tit, A reetitent regar°diest of ranter r5:t compansatioit; EMPLOYEES AN! JOB GLASSIFICATIQtiiS Sched'ute 1,11 t tentifles the professions, lob categories-end/or ernpioyees expected tc be used during the: terrnof ths Agreement These include arohiteots, engineers, Candsoape architects, .professional rnterns, deslgriers, CADi teohn o ens, project managers, CIS acid environhientel speoteiists, speoificatioi7 writers; olericeitadmlri stretive:;support;.erid.othereengaged In. tide Work, In detsrmintng orn cperasetlon fora liven.• $cataaa of ork to, 'City .re oryos the right :to reoolnm.end the use'of. tho: Cpne4.tarit employees et • particular YVage Rate 3evets.. 02433 MUtXIPLIEt Por Work assigned under this .Agreantent a tiCr shalt appty to houthe Corsuttant's',: averag rly wage Ratee in calculating, comns peation payable by thle arty Spin ttlu€tipper is ,intended` to cover the "Consult nt.ernptoyee benefits en'd the Consultant's profit and overhead, inpluding, without.l mitation, Office rent, !deal telephone and utiihty'ohergee:, office and trefttng supplios, ,dppreclatiori of edutpmettt, . professional dues, subsoriptioi s, stenographic, administrative :and clerical support, lather employee "tune par travel and :subsistence, not:direc.tiy releteed" to a .project. A copy "of ;your flrtr€'a .plortda Department of in .portaiipr ("i=,City f i Lorraine . Qderb letter ehell,be submitted to (Ifs.upon;raguest for revfewA CALCULAT[ON. Ratan"are to be utilized by the Consultant rn oelou1atinlg compensation payable far spelt). rid Work 0.0er0as requested by the •City. The: rrrisuiterit shall 1derttifjt lab` elasstfleetlri1s.. IMisceettanoous Gull angineeril Izeyncitds,mfh.arid'llills, ino; available staff and projected man-hours required for .the proper completion of tasks and/or groups tasks, milestones and deliverablesidentified under the Scope of Work as exemplified in Schedule A2, B2,06 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shalix 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 shalt be cause for cancellation of this Agreement. B2.QB ESCALATiON There shall be no escalation clause part of this Agreement. ARTICLE Q8 COMPIJTA1 ION OF FEES AND CQMPEIVSATIOt 1 The City agrees to `pay the Consultant, and ,the Consultant -agrees to accept fop :cervices rendered pursuant to this Agreement, fees ;computed by one or:a combination of the methods Outlined above, as applicable, inthe following fnahner 43,01 LUMP SUiVI. Cornpensatior fora Scope of Work can be.a Lump Sum and mist be mutually agreed upon In vtitriting by • the City'ON the Consultant and stated in a Work Order. Lump Sure compensation is the..preferred= method of compensation, , 133,04 1 Lump Surn compensation shall be _calculated by ,the Consultant utilizing `the Wage Rates established herein. Prior to "issuing e Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation Such 'verification shall present sufficient information as depicted in Schedule.A2,, 133.i02 :HOURLY RATE FEES 83.02 .Hourly Rate Fees shall be those rates for the •Consultant and Seib -Consultant employees Identified in Sohedule • 31 Wage Rates; Ali •hourly rate fees will 'include a Maximum not to exceed figure; • inclusive of all costs e>cpresseu in the :co'ntract documents. The City ;shall have, no liability for 'any fee, cost or expense above this figure. B3,024 Conditions for Use: Hourly Rate Teas. shall be used only to those Instances where the parties agree that It' is not possible'to determine, define, quantify and/or calculate tie:.complete nature, and/or aspects, tasks,.. man, hours, 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 simttarly iin;determinate. In such cases, the City wili establish an Allowance in tile Work Order that shall Serve as'a Not to Exceed Fee for the Work to. be • performed omen Hourly Rate: Basts:, 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 utilitycherges, office end drafting supptiee, depreciation of egraipnment, professional dues, su'bscrlptions, etc<; reproduction of drawings and _specification's (above the quantities set forth in this Agreemen), mailing stenographic,: • clerical, or other employees the for travel and. subsistence , All reimbursable servtces•shali be billed to the City at direct cost expended by the Consultant,. City authorized :reproductions in eitcess of sets required at each phase of the Work Wilt: be a Reimbursable Expense . The City wiil`relmburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations, of this Agrerrneht as verified by suppartbng documentation deemed 'appropriate by Director or 'designee including, without limitation, detailed bills, ltetnized invoices end/or copies of cancelled checks; B3,04' FEES FOR ADIbITIVE tar DEDUOTIVi ALTERNATES: The design of additive` and deductive alternates contemplated as part of the origtnal.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 uo structi n budget may be:billed to Miscellaneous Civil Engineering Services [31 i Reyht ids, Smith end Rifle, Inc. RFC No, 04 the City as Additional. Services, The fees for alternates will be calculated by one outlined above, es mutually agreed by the bIRECTOR and the Consultant, 3.05 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 Sections S3.05 and 3.o3 respectively, may be applicable The Consultant shall utilize the Work Order Proposal .Form and worksheets Which can be found on theCity's Webpage at. www.miamigov.comkanitalimprovements/pacies/ProcurementOp The webpage;also provides the procedures for completing these forms. Failure the procedures will result in the rejection of the Work Order Proposal. 3.051 l etermination Of Fee The compensation for suoh services Will be one of the rmethecfs desoribed herein;; upon Lump Sum; Rate with a Notto:Exceed Limit, • 133.06.2. Procedure and Cornpilance An independent and detailed Notoe to Proceed, and .an Aineridment to a specific Work Order shall. be required to be issued and signed by the Director forch eaadditional service requested by. the Clty The Notioe to Proceed WiltSpecify the fee for such service and :upper limit of the fee, which shalt net be exceeded, and shad •-corrrply with the City of Miami regulations, including the 'Purchasing" Ordinance; the Consultants' Competitive Negotiation Aot, and.other.appicable taws. B3.064 Foe Lrrt i+attonsr Any authorized" compensation for Additional Services, either professtonai. fees -or reimbursable expenses,` shall not include additional charges for office rent er overhead expenses 'of any kind, including "Coal telephone :and utility charges, office and drafting supplies, ideptedatten. pf equipment, professional dues, subscriptions, eto„ reproduction of drawings and , specifications, :maillncJ, : stenographic, clerical, or ether employees time or travel and subsistence .not directly related to a project. For all reimbursable services: and sub,consultant costs, the 'Consultant will: apply the . Multiplier oaf anew (1.0) timaS the arnount expended by tI e Consultant, $3.00. PA,Y.M NT:EXCLUSIONS' The Consultant shall:het be compensated by the City for revisions and/or Modifications to drawings and specifications; :for extended construction administration,'or for otherwork when such work is due to errors or omissions Of the Consultant as determined by the City. E3.07 FEES RESULTING PROM PR©JET SUSPENSIQN 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, perforniect prior to •such suspension or termination, °together witty the -cost of authorized reimbursable services and expenses then clue, and. ai .appropriate'applioable, and documented expenses resulting • from such suspension or termination:.: if the Project is resumed after having .been .suspended for more. than three ionths, the Consultant's fi ether core pensatlbn shall be subject to renegotiations._ ARTICLE B4 PAYMENTS TO THE CONSULTANT S4;.01 PAYMENTS_QENERALL1' Payn1ants for Sasio•Services may he requested monthly: in proportion to services: performed during each • Phase of the Work. The Sub -Consultant fees: and Reimbursable Expenses shall be billed to the •City in the actual amount paid by the Consultant. The Consultant shall utilize the City Invoice Form which can be found an the City's Webpage at +ww:mlamigov corniCapltaiirriiarovernents/pages/ProcurerrientOp aortunitles. Fa iure to use the Cify Form will result in rejection of the Invoice. Miscellaneous 0i0 Engineering Services Reynolds, Smith and Mills, l t3 B4.O2FOR COMPREHENSIVE BASIC SERVICES For those Projects anil Work Orders where comprehensive desigh services or shall, in the aggregate, not exceed the percentege.of the estimated total Bc below for each phase, B4.03I3ILLING —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 aro authorized on an Hourly Rate basis, the Consultant shall submit for approvat by the Director.; a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged en 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 date for payments Made to and incurred by the Sub -Consultants engaged on' the Project, In addition to the invvoice, 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 & REII IBIIRSABLE EXPENSES Payrnent for Additional Services may be requested monthly in proportion to the services perforined. 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 :ter task, Te the sum .thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice ail supporting data for payments made to or Costs incurred by the Sub -Consultants engaged on the project In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development :and the total estimated fee to completion:. 134.044 ..: 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 85 REIMBURSABLE': EXPENSES: B5.01. GENERAL Relmhursable_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 nude by the Consultant and the Consultants' employees, the Sub -Consultants,. and the Special Sub -Consultants in the interest of the Work for the purposes identified below; Bs.01»1 Transportat"ran Transpo ration shall not be considered as reimburs Bement. t3 01 .-2 Travel And Per t iem Travel and per diem expenses str this Agreement. 135.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mall between Consultant and Sub -consultants. tipulated, said payments Compensation indicated able expenses under. this Agr ail not: be considered as reimbursable expenses under: Reproduction; PhOtagraPhy Cast of printing, reproduction er photography, beyond:that which is required by .or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must: be accorripanied by satisfactory documentation. Miscellaneous Civil Engineering Services . (33 • Reynolds, Srnith and Hills, Inc. ATTACHMENT'S * COMPENSATION B6,01-5 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project These permit fees do not include those permits required to be paid by the construction Contractor, B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the ; items described above when the .Sub- Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPCIFICATION B6,01 GENERAL It is.understood that all Consultant agreements end/or work Orders for new work will include the provision for the reuse of plansandspecifications, €ncluding construction drawings, et 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. Miscellaneous Civi1 Engineering Services [341 RFO No. 12-13-004 Reynolds, Smith and Hills, Inc. ATTACHMENT B—COMPENSATION ATTACHMENT 15 - COMPENSATION: SCHEDULE Bi - WAGE RATES SUMMARY Douglass R. Green, P. Paul Hillers, P`.E,, William Aviles, Rosario Cardenas, Rine Cuba, Sul it Doddapaneni, barren Dyer, Philippe J olicoeur, Luis Medina, Alex Paradiz, Julleta Rivero-Manso, Robeert, Templeton, Litadhar Niraula, RE., Juan Valencia,' Randy Chattiness, Winston Harris, Chris Jackson, Ralph Byrd, Hernando R. Ramos, P.E., James Kappes, R ., Enrique Paradoa, Barbara Lauderdale, Jadki Yasin Charles Pandrea, Otto Rojas Nikhil Hedge, Vanessa Caycedo, Jennifer Kennedy, Gabriel Duque, Rodrigo A. Alba, Whit Hegde,P,1., Sunheed Thiyyakkandi, E;1. Humberto Correa Aida MMii, Curtis Jennifer Rogers — Ponlaville Oscar Mej€as., loidys Cruz, Adnan Ismail Additionally the City roll pay: Project Manager'.. reject. Engineer::: Senior Engineer lerlaal CADD Technician Tenor Engineering Techni i; Senior Landscape Architect Landscape Architect Landscape Architect Inter NEGOTIATED. HOURLY RATE 1. 3118an Crew Party 2, . 4 Man Crew Par Party Chief Party Chief Instrument Mari instrument Man Rod'M.an Two Rod Mien` Burdened Gaily Rete.($944,00) (Burdened pally Rate: $1177.29) $58.30 352,00 63.13 $13,00 23,00 2,00 4,00 25,48 ADJUSTED AVERAGE HOURLY RATE (Multiplier 2,9) MisGetlaneous Civil Engineerin0 S rvicas Reynolds, Smith and 'Hilts, inc. $1693,0, $150,80 18308 $+37,70 $72.50 .90 $15080 $99.88 ARTICLE 11, DEFINITIONS ARTICLE "2 GENERA! • 2.01 TERIt 2.02 SCOPEaOF SERVICES 2.03 COMPENSATIOR1. .... ,RTICLIM 3 : PRFORMANC1=:: 3.....01 PERFORMANCE ANQ DELECAT.:IQN 3.02 REMOVAL OF UNSATISFACTORY 3.03 CONULTANT KEY STAFF $.0 TIME FOR PERFORMANCE.+... ......,: ARTICLE d 4.01 GENERAL . , 4,02 B- SUCONSULTANT RELATIONS IPSvf..:.; 4.03 CHANGES TO SUB -CONSULTANT$. ........r,:t;. CITY OF MIA 1R4 I EPARTIVIENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT cellsneous Civil Engineering eous Services e Category nitro Type • Con ulta t . 'alrrl l rlgirte ring roup, Ind TAtit;.E:Or.--001s4TFNT$ 5,02 CQNIOITIONS C. F 10EFAULT .....;,: ... .03 TIMETO CURE DEFAULT; FORCE MAJEUR .. ARTICLE 6 TERMINATION OF AGREEMENT.....;. 6.01 CITY'$ RIGHT TO TERMINATE .:.. .. ........ .....• .v• }...,:' 6.02 CONSULTANT'S RIGHT TO TERMINATE..,...... „ 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR ARTICLE 7 DOCUMENTS AND 7.01 OWNERSHIP OF DOCUMENTS.`;. + ..# . 7'.02 DELIVERY UPON REQUEST OR'CAt4C:ELLATION .,,..,... 7,05 MAINTENANCE OF REC ORJ S, ruesswaWaa. w. u..�e xraa..�.a i,,.. ..3..G .,�... .,.e w.. 7,06 COMPANIES PROVIDING COVERAGE,. 7.07 7.06 FORMS OF COVERAGE.. • ...•... #..•..,: ,< .. , ...:;,. 9,04 • MODIFICATIONS TO C OVERAGE _ .,.,, .., .,• .. « ..... ...... .. ARTICLE 10 MISCELLANEO IS.....<.. 7.06 AUDIT 1 iI .;.. .s....,: , 7.10 ENT�I/R'YE A(�GREEMEy�NT.:.,.. ,. J . .'.1. UCGESSORS NE.,/ ASSIGNS x 7,12 TR[1T .IN.NEGC TIATION • 7,:13 APPLICABLE LAW AND VENUE OF LlTIG4TION .<...,... 7.14 :NOTICES 6. 7 7 8 2 12 12 1t Silts fa'}lMei i# ASFrn3 r'a.nw .v.... 7,16 JOINT PREPARATION ... .. ar..a...•4+... ..,,.i,.. , i....... .....•.> , .. . ,.,., ..r.,, , _.. 7>.17 PRIORITY OF PROVISIONS._ .....,..: ....f+ ,......., d'A 7.18 MEDIATION -WAIVER O'F JURY TRIAL ......,.., .. 1.�1 7.20 COMPLIANCE 1111t1T1 LAWS .. , 7,21 NO PARTNERSHIP, . Page 1 TABLE OF CONTENTS .(CONTINUED) 7.22 DISCRETION OF DIRECTOR .: ..✓ .. 7.23 RESOLUTION OF CONTRACT !DISPUTES . .............•, ....f .. .. ...: .r..,..x, , .,.. , .: .,, ..,,..,; 7.224: INDEPENDENT CONTRACTOR: ....... ....... . r ..,.,.:. . ATTACHMENT A , SCOPE OF WORK;,; ARTICLE Al GENERAL....,...:. A1.01 . SCOPE 0P SERVICES .,b:; ..bur.r:r . i ..... ,.ra.Y,.le . ... ,. R,.4, .;..,:. Al.02 WORK OR.DER$ i ,. .20 B,RTICLE A2 ,BASIC SERVICES,.....,,..... A22.01 .DEVELOPMENT OF OBJECTIVES ,.<. i.. A2.02 ANALYTICAL REVIEW ♦:4 A2.03 SCHEMATIC DESIGN .n•.::. .,,,• - --,,. ,•.r,>.. „ ..,r.,. ...... ,. 'A204 DESIGN• DLVELOPM•ENT , • • rFbr�. Gy,I.. A2.06 BIDDING AND AWARD OF CONTRACT 23 ✓24 . L7' .2/ ....+2'. ft ,27 28 29 29 30 ..30 30< :.30 A2.07 ADMINISTRATION OF THE CONSTRUCTIQN CQNTRACT ..,., .: a.r.. ✓... A�.LE: ADDITIONAL. SERVICES .......,. ......,,Y. A3.03 . ADDITIONAL DESIGN ..... .t .,.. ,,:..i.w .,.♦ v .,:;a .....F. . ............. ARTICLE A4 CITY'S A4,01 PROJECT & SIT ..INFORMATION e.< A4.02 CONSTRUCTION SCHEDULE AI. -SUS-CONSULTANTS SCHEDULE A2. * KEY ATTACHMENT B. COMPENSATION AND PAYMENTS.,.,. .ARTICLE EB.1 METHOD OF COMPENSATION.a„..s,.r,. B'1.01 COMPENSATION LIMITS ...... . ,.0 .,::., ...,i,.:........ B1,02 CONSULTANT NOT TO EXCEED„ . ARTICLE .82: WAGE RATES. 132.01 FEE BASIS 8102 EMPLOYEES AND JOB CLAS aIFICATIONS .x...:.......... .. , ........3+5�0 a-y ..VLt 3fi . .20 E32.03 MULTIPLIER , x n 82.04 CALCULATION_ B2 06 EMPLOYEE BENEFIT' S.AND OVERHEALD . ,. ; ARTICLE B3 COMPUTATION OF2FEES AID®caw- PEN ATIb1N 83.01 LUMP SUM:,.,..,w; vye}r... .. ••• ••: 83.03 •REIMBURSABLE EXFENSE .::. a✓..., a B3.04 FEES FOR ADDITIVE or• DEDUCTIVE ALTERNATES: :•'183.,05 FEES FOR .ADD1TIONAL:SERVICI=B,,,✓,:, „: , .,, .,;,F,.. ,x„<...,.., 32 .: 33 00 PAYMENT EXCLUSION ' B „07 FEES R SULT1N. G.FROM PROJECT SUSPENSION ..:,; ARTICLE S4 PAYMENTS TO THE. CO SULTANT✓,,. ... B44Ii I PAYMENTS GENERALLY E34.02 FOR COMPREHENSIVE BASIC -SERVICl✓S.• • - ,33 84 0 PAYMENT FOR ADD! flO;NAL SERVICES, REIMt URSABLE E PENSES Y..33 B4.04-"1B DEDUCTiQ.NS. .t.v ,x ..:. ,,. 33 - ARTICLE 'RE.IMBURSABLE EXPENSESv' B5.0.1 QENEI AL B5.02 REIMBU SEMENTS TO THE SUB -CONSULTANTS RTICLE 86 COi PEI'4SATION FOR REUSE OF PLANS AND SPECIFICATIONS BS.01 GENERAL ,S.F. � 51=IEDLILE B1 » WAGEFtTIS SUMMARY-„,“, .1 31 NIEs ellaneous •Clvii Eragineerng Service Palm Engineering Croup, lne. RFQ No, i 2 'i -OO CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Miscellaneous Civil Engineering.. (RFC/: No 1-13-004), rypo Miscellaneous Services Consultant Palm Engineering Group,'Inc. Croup, Inc. Consultant Office- Location 12491 SW 134th Ct, ; &cite : 0 Miami, FL 3 186 City Authorization Section 16-8 THIS AGREEMENT madethis day of reen THE CITY 'OF MIAMI, FLORIDA, hereinafte pp, Ina, hereinafter called the "Consultant" RECITAL A. The November 19, 2012, and the Consultant'' the year 2014.by.and .nd PaiM Engineering :y issued a Request r Quaf ficatiohs („RPQ"} No; 12-1.3-004 .on or the provision of M.iscelleneous Civic Engineering Services ("Services" proposal (" 'roost'°), in response thereto, was selected as one of the fo most qualified for the provision of said Services:, The RFQ and the Proposal are sometimes red 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 to full. WHEREAS, the City, through action of the City Manager and/or the City Cornmission, as applicable, h s elected the Consultant to accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City :Procurement Ordinance, ,to provide the professional serviced as described herein. wi:TNRsSTH, t follows,; Misoppanet us Civil ngineerin S iYre.r--nninra eiine, C rnnjh e City and the consultant, for the considerations herein set fo RFQ: No. 1 -IS-004 ARTICLE 1 DEFINITIONS 1.01 Additi real Services means Florida Statutes and City Code, rrk defined as such in t 02 Attachments means the Attachments to this Agreement are d made a part of this Agreement as if set forth in full a.03 ::Base Fee means theamount of compensation mutually agr Services. 1.04 _Basic Services wear s those sere ices -designated as such: in a. Work Order. �.05 City cirrrrrtis,sion means the legislative body of the City of Miami. 1.06 City illanager means the duly appointed chief, adrnirristrat ve officer of the City of -Mis 1.07:City Or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be ;performed: in all respects hereunder, 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 e governmental body and shell not be attributable in any manner to the City as a party to this Agreement The City of Miami shall be referred to hereinas "City" For the purposes of this Agreement, 'City" without modification shall mean the City Manager. 1.08 Community Business Enterprise ("OBE") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and .has declared, by registration for statistical purposes, to be a CBE 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1,10 Contractor means ; anindividual, partnership, corporation, associ, c nrbinetion thereof, which has entered into a contract with the City for con incidentals thereto., Work,Or ONAL SERVIGES.AraREEME T sou in compliers ;prertsly incorporated by reference. d Open for the completion of Basic icon, joint venture, or any truction of City facilities. and I Director means the Director of the City Department 'designated tiereirr who has the authority and ,,�ptnsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital lrnprovernents Prograrn Or designee. i. inspector means an employee of the City or of a consulting firm hired by the the pity to make observations or.WWork perforrned by a Contractor: .3 Notice To Proceed means same es "Anti orizat€can to Proceed. A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have peen met and/or directing that the Consultant May begin Work on the Project, 1.14 Project Manager :means art employee or representative of the City assigned by the Director `to manage and monitor Work to be performed under this Agreement and the constriction of a project as a direct representative of the City. 1,15 Project means the construction, alteration and/or repair, and all Senn 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 andior Work Order issued pursuant to this Agreement., ProfServices 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 and assigned by Miscellaneous Civil Engineeriryg Services [4 i Palm Engineering Group, 3.004 PRoFESsi NAL sERvICES AGFEMEP4T the State sf Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practicea These services may be abbreviated herein as "architectural/ engineering services' or '`professional services", as applicable, Which are within this definition, 117 :Risk AdniMistratOr means the ity's ;Risk Managercient Adrninistrator, or designee, or the individual narned by the City Manager to <administer matters relating to insurance and risk of loss for the City, 1.12 Scope of Services Qr Services means a aarnprehensive -description of the activities, tasks, design features, objectives, deliverables and milestones required for the ,completion of Project or an assignment With sufficient detail to allow a reasonably accurate estimation of reseurces necessary for its completion:_ 1..19 Sub -consultant means a person or olganizatipn of properly .;registered professional architects, engineers, registered surveyor or mapper, andlor other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services fora Project ortask.. 1.20 Wage Rates means the effective direct expense to the Consultant andfor the Sub -Consultant, on en hourly rate basis, for etnployees: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. t21 ;Work Rip Conuitaht. 1.2 :`work order ea professional services for a d+ ns es, rrraterials and equipment pray"ided by/Or under thisAgreernent document: Internal to the City' authorizing ed Project of Projects. ith the the perforrriance crf specific 1.223 Work Order Proposal mearis a document prepared by the Consultant at the request of the City for Services to be provided by the Consultant ona specific phase of a Project. 1.24 Professienal Services Agreement ("Agreement" or "PSA-") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control,- In the event of any contiiet between the. The Consultant's response to the RFQ, :this PSA +tiill control, in the event of any conflict between this RSA and its attachrrients this PSA will control. ARTICLE 2 GENERAL CO DITI N$ 2.01 .;TERM; The term of this Agreement shall be for two (2) years commencing On the 8ffective date hereof, 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. pity Commission authorization: of this Agreement includes delegation of authority to the City ,Manager to administratively approve said extensions provided that the mpensatipri limits set forth in 2:04 are hot exdeeded. 2,01,1 Extension of ExpirationData i` In the event the consultant is engaged ih any Project(s) on the Agreement a:cpiratibn date, then this Agreement shall remain in• effect until completion or termination of said Preject(s). No new Work Orders shall be issued after the expiration date. 2.„02 SCOPE OF SERVICES The' Consultant agrees to provide the Services conditions set forth-tri Attachment ,`A".hereto, wh of this Agreement; specifically de i by this refere Misceileneous Civil •Engineering Services Paiim Engineering Group, In,d, • ribed and under the°special terms and is incorporated into and made a part RFQNo: 12-13-004 ANAL SERVICES AGREEME4T .O COMPENSATION 2.03-1 Compensation Limits. The amount of compensation payable by the City to the Consultant shall be a 'Damp sum or not to exceed fee, based on the ratesand schedules established inAttachment 8 hereto, which by this reference is incorporated into this Agreement, provided, however, that in no event Shall the amount of comperisatlon exceed five hundred thousand dollars (500 000,00) in 'total over the term ,of the Agreement and arty extension(s), unless explicitly approved ,by action of the City Commission and put into effect by written amendment to this Agreement The "City may, at its sole discretion use .other compensation methodologies. The City shall not have any liability nor will the Gon;ultant hove any recourse_againat the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the rwor pensation limits of this Agreement, as it may be amended from time to time;. 2.3-2 Pavments Unless otherwise specifically provided in Attachment 1, payment snail be made in accordance with Florida Statute. Chapter 218, Part VII, Local Government ;Prompt Payment Act, after receipt of the Consultant's invoice, ,whichthalt.ba accornpariied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by' 21 a.72, Fla, Stat., and to allow e proper audit Of expenditures, should the City reguire.one to be performed..: If the Consultant is entitled to rein bursement of travel expenses, then .all. bi€is for travel -expenses shall be submitted in accordance with Section 112.0€i1, Florida Statutes.•T"he Consultant shall utilize Attachment "C" for the rhniission of Invoices, 2.04 COMMUNITY BUSINESS ENTERPRISE ( PART1CIPAT1l Pursuant to City Code Section 18 87,. all Proposers mnUSt adhere to he following CI3E participation requirements per Ordinance 13331, ) Assign minimun certified by Miami-1 of fifteen perpent (1%) of the act value to firrrrs currently ade County as a Community Business Enterprise 2) Place a specific emphasis on utilizi'n municipal boundaries, ARTICLE13 PERFORMANCE .tD l PERFORMANCE A. D DELEGATION TFie :services tot be performed hereunder shall:. be . performed .by the Consultant`s ovrn staff, unless otherwise pre' ided in this Agreerrrent, or approved, in writing by the City. :Said approval shell not be . construed as constituting an agreement between the City and said other person or firm Fog REMOVAL `AL OF UNSATISFACTORY PERSONNEL 'Director ot dosignee may make written request to the Consultant for the .prornpt .removal and repladement of any personnel eMpioyed er retained by the Consultant, or any Stab -Consultants or subcontractors, or any personnel of any such Sub -Consultants. or sub -contractors engaged by the Consultant. to provide and perform .services or 'Work pursuant to the requirements of this Agreement. The Consultant shall respond to the :City within fourteen (14) Calendar days of receipt of such .request with either the rernoval and replacement of such personnel or written justification as to why that may not occur. All decisions, invetving personnel be mode by the Consultant. Such .request shall solely relate to said employees working under this Agreerrient, mall businesse+ .I3 CONSULTANT T EY STAFF The parties acknowledge that : the Constiitantwas selected by the City, in part, on the basis of qualifications of particular staff identified m the Consultant's response to the City's scilicitation, hereinafter referred to as 'Key Stafr, The Consultant shall ensure that ley Staff are available for Work hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change ley Staff, The Consultant shall provide Director, or designee with such iViisc ianeous Civil ri9ineerirg Service: Palm Engineering Group, inc, R.F hid.12-1'il-004 PROFESSIONAL SERVKII AGREEMENT information as necessary to determine the suitability of proposed new Key Staff, Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the individuai's ability to perform, 3.04 TIME FOR PERFORMANCE The "Consultant agrees to start all Work. hereunder upon receipt of a Notice to Proceed issued by the Director and to complete each assignment, task or phase' within the time stipulated in the Notice to Proceed. Tiimeis of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion .of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant. for extra corripensation. ARTICLE 4 SUi-CONSULTANTS 4.01 GENERAL 4 01,1 .A, Sub;Consultant, as defined in Article 1.1S is a ,firm that was identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the, services under this Agreement, and as such, is identified and listed. in Schedule :Al attached hereto and incorporated by reference; .01-2 :A Specialty 'Suite -Consultant -;is a person or organization that has, With the consent of the Direotor, entered into a written agreement with the Consultant to furnish unique andfor -specialized professional services. necessary for a project Or task described;under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule At 4.02 'SUS -CONSULTANT RELATIONS. IPS 4.02-1 All services provided by the .Sub -Consultants shah be performed pursuant to appropriate written .agreements between the Consultant and the Sub -Consultants, which shall nontain provisions: that preserve and protect thelights of the City under this Agreement, .02.2 iathin:g dontained in :this. Agreement shall create any Contractual or business relationship' between. the City and the Sub -Consultants. The Consultant eokn€rwledges that the Sub -Consultants entirely under his direction, control, supervision, retention and/or discharge. :4.03 CHANGES T ► SUS-CONSt LTAN` S The Consultantshall not add, Modify, ur: change any Sub-Cbnsr pant' Iisted iri Schedule Al without prior . itten approval by the Director or designee, in tespcnse to a written request frern the Consultant stating asons for any proposed substitution,. ARTICLE DEFAULT " a..01 PEN RAL. If the Consultant fails to pompiy with any term or condition of thisrAgreorrmept, or fails to perform any of its obligations hereunder; then the Consultant shall be in default. Upon the occurrenceref a default hereunder the City, in addition to all remedies available to it by taunt, may immediately, upon Written notice to the Consultant, terminate thin Agreement whereupon. ati, .payments,: advances., or other compensation paid by the City to tlle'Corasultant While the Consultant was in default "shall be. immediately returned to the City. The Consultant understands:and agrees that terrnination of this Agreement under this sectlon shall net release the Consultant from any obligation accruing prior to the effeptive date ofterminatott; In the event of termination due to default, :In addition to the foregoing, the Consultant Shall be liabie to the. City for oil expenses incurred by the City in preparing and negotiating this Agreement, as well as all Costs and expenses" "inourred by the City in the re -pro nrement of the SrYrVices, including oonsequorrtiel and incidental damages. in the event oaf Default, the City mayalso suspend orwithhold reimbursements'from the Consultant until such time as the actions giving rise to default have been cured. ,02 CONOITICNS OF DEFAULT A finding of Default and subsequent termination for caul' following: I iscellanetmcas Civil Engineering Services" Palm.: 'n ijlneering Group, inc, Gy( e, without.lirnitati any o RFQ Itlo. t2-13µ004 PROFESSiONAL, iERViCES •AGREMMENT 5,02-1 The Consultant fella to ebtain or maintain the professional engineering certification licertsure, insurance Or bonding herein required, 5.024 The COnstiltant fails to comply, in a aubstantial or material SenSe, with any Of its duties under this Agreement, With any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such default. -6,023 The Consultant fails to .00rrimence 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.Q3 TIME TO CUREDEFAULT; FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the ConaUltarit shall take all necessary action to cure said default Within tiMe..stioUlated in said notice, after Which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if the Consultant provides written juatification deemed reasonably sufficient, If the Default has net been corrected by the consultant within the time specified the Agreement shall be autornatleally terminated ,ori the last day of the time Stipulated in said notice', without theneteSsity 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 thatterm la interpreted under Florida law. then the City may allow en .extensien of time reasonably Commensurate with thecause of such failure to perforrn or oUre, ARTICLE 6 TERMINATION 0 AGREENI NT 6,01 Girl% RIGHT TO TERMINATE The City, including the Director Or designee has the right to terminate this Agreement for.any reason or no reeSOn, 1,IPon ten (10) ctys' 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 desnee The Consultant shell be paid in aecordance With provisions of Attachment B, provided that said documentation is turned over to IDirector or designee within ten (10) business clays of termination. Failure to 'timely deliver the docurnentation Shall be cause to withhold any payments due Without recourse by the ConsultantUntil all . docurnentation is delivered to the Director Or deargnee. . 6,01-1 The Consultant shall have no recourse or remedy from any termination rnade by the City except tb retain the fees, and allowable costs or reintUrzabie expenses ,earned compensation for the Services that was performed in complete compliance with the Agreement, as full and final settlement of any dam,.aetion demand, cost, charge or entitlement it may have, or Will, have against the City, its officials or employeeS„ 6.02 CONSULTANT'S RIGHT To TERIVINATE The Consultant shall have the right to terminate this agreement, tri writing, following. breach by the City, if breach of contract has not been corrected withinai)dy (60) days from the date of the City's receipt of a written statement from the Consultant.:specifying its breach of its duties ,Griderthis Agreement. 6.03 TERMINATION 'DUE TO UNDISCLOSED LOSSYIST OR AGENT The Consultant warrants that it has not employed or retained any company Or pareori, other then 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, inidivielual, or firm, other than e bona fide erriployee working solely for the Consultant any fee, commission, percentage, gift, or other toniideration contingent upon Or resulting from the award Or making Of this Agreement, For the breech or violation of this provision, the City shall have the Tight to terrnhete the Agreement without liability and, et its discretion, to deduct from the contract price or otherwise recover, the full amount of such fee, commission, percent, gift, ageor consideration, . . • Miscellaneous Civil Engineering Services Fairn :Engineering Group, fa I RFQ N0.12-13-0°4 PROFESSIQNAL SERVICES AGREEMENT ARTICLE DQ: U E TS MD RECORDS 7.01 011 %{ R aHIP OF DQCUM .NTS Y All tracings,.ptans, drawings, specifications, wisps, computer 'files, and/or reports prepared or obtained:; under this Agreement, as well as all data collected; 'together with summaries and Charts derived there from, includinng all electronic digital copies will be considered works made for hire and wilt, based on crenrental transfer wherein the above shall "become the property of the City upon payments made to the sultant or termination:. of the Agreement without restriction or (imitation on:thetr use, and will he made availabia, on request, to the City at any time during the performance of such services andfor upon completion or terrnination of thin Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shalt have the right to visit the site for inspection of the work and the products of the Consultant et any tittle, The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference i€ connection With the City's use and occupancy of the Project .7.02 .DELIVERY UPON REQUEST OR .CANCELLATION Failure of the Consultant to promptly deliver all such documents,'' both hard Copy and digital, to the or designee"within ten (10) days of cancellation, or within ten (10).days of regueet by the City shall be just cause for the City to withhold :payment of any fees due. the Consultant until the Consultant delivers ail such documents. The Consultant shsll°have no recourse from these requirements,. • i.03.RE-USE BY'O1TY . it is understood that all Consultant agreements andfor Work Orders fo:r new work Wilt include the provision: for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of ,sighing this agreement the Consultant agrees to such re -use in accordance with this prevision without the necessity of further approvals, compensation, :fees or documents being required and without recorr se for ouch re -use, The Consultant will not be liable for reuse by the City of plans, documents, studies, or other data .for any purpose other than that intended by the terms and conditions of this. Agreement. 7.04 NONDISCLOSURE. To the extent allowed by Iaw, the Consultant agrees not to divulge, furnish ,or make available to any third peron, firm or organization, Without Director or designee's prior written consent or unless incident to the proper performance of the CofsuItant'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 f its employees, agents, Sub -Consultants, and subcontractors to comply with the : provisions of this paragraph. 7.I5 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder. Records subject to the provisions of the Public Records Law Florida Statutes Chapter 11% shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will. be retained by the Consultant for a minimum of three (3) years from the date of term nation of this Agreement or the date the Project is compl ted, 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 dccumeritation 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 shah be conducted only during norrn7at business "hoUrs» Consultant shag additionally comply with Section 119.0701, Florida Statutes, including without liintitation: (1) keep and maintain public records that ordinarily end necessarily would be required by the City to perform thiS service;. (2) 'provide the public with access to public records on the same terms and conditions as the -City would at the cost provided by Chapter 119, 1=icrida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt orconfidential and exempt from disclosure are not disclosed except as authorized by law'. (4) .meet ail requirements for retaining public records and' transfer , at no cost, to the City all public ret;ord.s in its possessionupon termination of this Agreement and destroy any duplicate public records that are exempt Or Confidential atnd exempt from disclosure Misce aneous Ong Services ngiineering Croup, inc. RFC No.12-13.tO PROFESSi0L SERVICES ASREEMENT requirements, (5) Ali electronically stored public records compatible with the City's inforrneticn technologysysterm ,07Q1 ontracts; public records. For purposes of this section, the terra, (a) '`Contractor" means an individual,, partnership, corporation; or business entity that enters into a contract for services with a public agencyand is acting on behalf of the public agency as provided under s. 119.Q11(). (b) ```Public agency" means a stag, county, district, authority, or municipal ofl`cer, or` department, division, board, bureau commission or other separate unit of government Created Or established: by law. (2) In edition .to other contract requirements provided by law, each public agency contract for services Must include a provision that requires the contractor to eorrrply with public records laws, specifically to (a) Keep and maintain public records that ordinarily and :necessarily would- be required by the public agency in order to perrorm the service. (b) Provide the. public with access to public records ante sarne terms and conditions that the public agency would provide the records' and at a cost that does not exceed the,cost provided in this chapter or as otherwise provided by' O/. Ensure :that public records that are e*empt or confidential and eXempt disclosure rer uirethents are not disclosed except as authorizea'by law; (d) Meet all requirernents for retaining ,public :records and transfer; at no cest, to the public agency all public. records in possession of the Contractor upon termination of the contract and destroy any .duplicate public records that are'exempt or confidential and exempt from public records disclosure requlramenta All records stored electronically Must be provided to the public agency In forrriat that is compatible `with the information ;technology systems of the public agency. (3) . if a contractor does not comply Wit .contract provisions in accordance with. the ARTICLE INDEMNIFICATIONS public records requ ontract. enoy shall enforce the The Consultant shall indemnify, defend, save and Bold harmiess'the City and its officials, employees rtd agente (t llectively referred to as "lndemnitees") end each of there from end against all.loss, costs, penalties, fines, damages, claims, expenses (including attorneys fees) or liabilities. (collectively referred to as nliabilitie "} arising out of or resulting from or In connection with (i). the performance or non-performance of the duties, responsibilities, standards, services, supplies, materials and equiprnertt contemplated by this Agreement which is directly or indirectly caused, in whole or in part; by -ally act, omis ion,: default, professional errors or orndssiotis, or negligence -(whether active or passive) of CONSULTANT or its employees, °agents'or sub consultants (collectively referred: to as 'I.ndemnifying parties "").,•regardless Of whether it is, or is alleged to be, caused in, whole or park (whether joint; concurrent or. contributing) by any act, omission,, default, breach, or negligence (whether active or passive) of the lriderrirrifying Parties or 'bidet -Phi -tees, or any of therm„ or (il) the failures of the, CONSULTANT to comply with any of the provisions herein; or (iil) the failure of the CON ULTANT or the lridemnitees, if applicable, to conform to statutes,. ordinances, miles,. or tither regulations or requirements of any federal, state, county; or city governmentai authority or agency , special district et state School, in connection With the granting , approving or performance of this Agreement, or any Amendment to this Agreement; or any actions or challenges that may arise out of .this Agreement, as amended, by, .ea due to alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreennenta by law., CONSULTANT expressly agrees to indemnify and hold nameless the lndemnitees, or any of them, from and against Misciianeous civil. lrrgineering Services Paull Engineering Croup, Iric t FQ No,12-113-004 PROFESSIONAL SERVICES AGREEMENT all liabilities which may be asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for'whieh the CONSULTANT 's'liability to such employee or former employee would otherwise be limited to payments under state Workers Compensation or similar laws. This .section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections Version A- 725,06 and 7.25.00, F.S.; if applicable. Severability shalt apply to each sentence of this section. This Is demnification shall survive the cancellation or expiration of the.Areerpent. The Consultant shall require :all Sub Consultant agreements to ,:include e provision that they will indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims Which may result from any actions or omissions of the CONSULTANT in Which the City participated either through review or concurrence of the Consultant's actions. to reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consuitaant, the City in no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreererit. 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 Conseitarrt has obtained all insurance required hereunder and the City'sRisk Manager has approved such insurance 9.01 COMPANIES PROVIDING. COVERAGE• All Insurance policies shall be issued by COMpariles authorized to debusiness Under the laws of the State of .Ronda and satisfactory to the Risk Administrator., All companies shall have a Florida resident agent grid be rated at least A(X) as per A.M. Best Company's' Key Rating Guide, latest edition, 9,02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of Insurance to the Risk Adrninistrator for review and approval prier to the € xecutien of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insuranceof 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 equalor better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk MVlanagernent of any material change, cancellation and/or notice of non -renewal Of the insurance within 30 days of the change. 'The Consultant shall furnish copies ,of insurance policies pertai Administrator within ten (10) days of written request, 9.03 FORMS OF COVERAGE.. 9.03w1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general Liability coverage with limits of at least ,000,000 per occurrence, $2,000,000;aggregate for bodily Injury and property damage. The coverage shall include Premises and Operatlons,.Centingent and Contractual liability, and Products and Completed Operations, with additional endorsements as applicable, The coverage shall be written on a prirnary and non contributory" basis with the City listed as an additional insured as reflected by endorsement CG 010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) days for nonpayment. 9.0-2 I USINE S AUTOMOBILE The Consuitant:shail provide business automobile lability 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 (0) days/ (10) days for noripayment; e laneous 0ivll Engineering Services (111 Engineering Group, Inc. • this Agreement to. Risk RFQ No. p4 RRoRESSI iNAL. SERVICES AGREEMENT 9.83.3 PROFESSIONAL. LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance 'including Errors and °Missions coverage in the minimum amount of'$1,00O,00O per claim, $1,OOO,OOq aggregate providing for all sums which the Consultant shall be legally obligated to .pay es damages for claims anstrg out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least :one year after cornpletion of the construction and acceptance of any project covered by this'Agreement. 9,0 ,4 WORKER'S COMPENSATION INSURANCE Tle Consultant shall maintain Worker's Compensation Insurance Chapter 440, as amended, and Employee's Liability with ;a occurrence. CJB-CbliSULTANT COMPLIANCE .. The Consultant shall ensure that requirements.: g 04 MMODIF1CATIONS TO COVERAGE The Risk Adrninistrator or his/her auhord designee tizedesie reserves the right to require modifiaatirns, • increases, orchenges in the requited insurance requirements, coverage, deductibles or other insurance obligations :by provirt_ing a thirty (30) day written notice to the Consultant in accordance with § 1 O 06 herein, The Consultant shall comply with such requests unless the insurance Coverage rs not than readily available in the national market, and may request additional consideration front the City accompanied by .justification RT Ct.e . . USCE LANEQUS. 10,01' AUDIT RIGHTS The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3} years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests. for payment by the Consultant.. The inspection and audit provisions provided for City obntrects set forth in §10-101 and 5 10A 0, City Code, .are applicable to this Agreement and are deemed as being incorporated: by reference heroin: 10,0 ENTIRE AGREEMENT NT This Agreerrient, 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 tithe after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. A/Velver by either party of a breach of any .provision of this Agreement shall not be deerned to be a'waiver:of any other breach of any proviciori of this Agreement 10K03 SUCCESSORS AND ASSIGNS The perfon`niarics 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, noting by and through its City Com fission, It is understood that a sale of the Majority of ' the stock or partnership.: shares Of the Consultant; a merger or.' ulk 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 ore unique in nature, and any assignment , sale transference without City Commission approval shall be cause for the City to cencel this Agreernent. The Consultant.shali have no recourse from such canoeilation The City May require bonding,' other $eourity, certified financial tatements:" and tax returns from any proposed Assignee and the execution .Of an Assignments Assumption Agreement in a form :satisfactory to the City Attorney .as a condition precedent to corislderin. approval of an assignment; npliance with Florida Statutes, nirnum limit of $6 0,000 each th these same insurance Miceilanaaus r�ivil Engine I'alrri i ngineerthg Group, li ices t121 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 ail covenants of this Agreement TRUTH -IN- N eOTIAT1ON CERTIFICATE in compliance with the Consultants Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other tactual unit costs supporting the compensation are accurate, complete, and current at the tune of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by Which the pity determines the project price was increased due to inaccurate, incomplete or non current wage rues and other factual unit costs. Ali such price adjustments will be .Made Within one.t1l year following the end of the Project 10,05 APPLICABLE LAW AND VENUE OF LiTI3ATIQN 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, oonoer°ning this agreement, or arising outof this agreement, shall be brought in Miami -Dade County, Florida, Each party shall bear its own attorney'sfees except in actions arising out of the Consultant's duties to indemnify the City under 0 where the Consultant shall pay the City`s reasonable attorney's, fees; 10.06 NOTICES Whenever either party desires tc give notice. unto the other, such notice. must be in. Writing, sent by .registered United States mail, return receipt requested, addressed to the party for whom it is intended at the ;place last specified; and the piece 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 'PO rk`ies desQnatethe following as the reapective places for giving of notice; FOR City of Miami: Mari<Spantol1, P.E, Director City of Miami Capital Irnprovements,Program (CIP) 444 S,W, 2r,a Ave., - 8th Fl Miamtr Florida :33130 Jeevanny Rodrigues, ' ,E Assistant Director City of Warn! Capital improvements Program (CIP) 444 S.W. 2.°' Ave„: - 8th Ft Miami, Florida 3130' For Consultant oregory Perry. VicemPresident Palm Ertgrneering Croup,•-Inov. 1 4 f .SUtf "I3 Ii(h�+tb t, Unit 20 i\itiami, AFL 33186 10,07 .INTERPR TAT!ON The language of this Agreement.tras been agreed to by both parties to express their mutual intertt.and no ruie.of strut construction shall be applied ere against either party hereto, `T.he; headings contained ire this Agteernent are for reference purposes only rand shall not affect in any way tY o meaning or:interpretation of tills Agreement All personal pronouns used in this Agreement shall 'include the ether gender, and the singular shall .include the plural, and vice versa, unless the contektt otherwise requires. 'terms. such as, "he.rein,'•"`hereof," "hereunder," and *herelttafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, .unless the context .otherwise requires, Whenever reference is made to aSection or Article of this Agreement; such reference Is to the Section or Misceiluneou'slvil. nlneering 5ervles [t3 Reim Engir eerihcj Group, Inc RFQ Na.12-'13-004 Article asa whole, including all of the subsections,; particular subsection or subparagraph of such IL1.00 JOINT PREPARATION Preparation of this Agreement has been a joint document shall not, solely as a matter of judicial canstrl the parties than any other. . 10.09 PRIORITY OF PROVISION 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, staternent, requirement, or provision contained in tnis Agreerrtent. shelf prevail and .be,given effect. PRO SERVICES AGREEMENT and the Consultant and the resulting onstrued more severely against one of 1OiO 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 for construction of the Subjeet 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;:mutualiy acceptable, will conduct any MViadlation 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 lsimilar contract prov€siens with all Sub -Consultants and/or independent. Contractors and/or the Consultants retained for the.project(s), thereby providing for nc n-binding mediation :he primary rrieohanisrrr for dispute resolution.; Each party will, beer their own€ attorriey's fees, ffart to expedite the conclusion of any litigation the parties Voluntarily waive their right to jury trial ei live counterclaims in any action arising under this Agreement: 10.1''l TI dlE . Tirne Is of the .essence 'in this Agreement. 10.12 COMPLIANCE CE WITR LAWS The Consultant shall comply with ell applicable laws, codes, ordinances, rules, "regulations and resolutions including, Without lin'litation, the Amer€cans witir,.Disabilities Act ("ADA'"), :as arrtended, aid all. applicable guidelines and standards in performng itS duties, responsibilities, and obligations related to this.Agreerr"rent. The Consultant represents and warrants that there shall be no unlawful disdrirnination as provided by law in connection with the performance Of this agreement, or€-1 iscrhidnation The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrirnination in -connection with the Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital steti€s or national origin.. The Consultant.. further. covenants that na otherwise qualified individual shall, solely .=by reason of his/her. race, :color, sex, religion, age, handicap, Marital :status or national origin, 4e excluded from participation in, -be2denied services, Or be . subject to disorimiratiorr under any provision of this Agreerrintr 10121 OSILIA OOMPLIANCE The. Consultant warrants that it will comply with gall safety :precautions as required by federal, eta Dual laws, rules, regulations and ordinances The City reserves the right to refuse the .Consultant access to City property, including project: jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a cbntinu€rig pattern of non- corrnpliance with safety regulations is exhibited by the Consultant; 10,12-2 ADA COMPLIANCE The Consultant shall affirmatively comply with ;all applicable provisions of the Americans with disabilities Act ("AEA'') in the course of providing any work, labor or services funded by the City, including Titles 1 & 11 of the ADA (regarding nondiscrimination on the basis of disability) and all Civil engineeringsruice 114 I. 1'al Engineering OrOup, Inc. FIFO No, 1-13-Ou4 PRO 'FESS1ONAL-SERV ES AGREEMENT applicable regulations, guidelines and standards, Additionally -the steps to -insure nondiscrimination in employment of disabled persons. 10.13:. NO 'PARTNERSHIP The Consultant is an independent contractor. This Agreement does n or other business enterprise between the parties. The -Consultant has nc promise,. debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF:DIRECTOR. Any ;;.latter not ecpressly provided for 'herein dealing the exercise of the reasonable professional discre designee: 1 o.1 s DILUTION OP CONTRACT DISPUTE : The Consultant understands and :agreeS that "all`.dispu violation of the terms of this Agreement by the City ;manner,.. venture, partnership bind the City to any th the City or decisions of the City shall be within ri of the .Director or the Director's authorized between it and the City hosed .upon an alleged shall be subrriitted for: resolution in the "following The initial step shall be for the Consultant to°notify the Project lvtanager"in writing of the dispute and submit a copy to the City of Miamipersonnel identified in` Article 10.06, Motices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant, shall submit their dispute in writing, With: ell supporting documentation, to the Assistant, Director-Cpritracts, as identified in Article 1006, Notices. Upon receipt of said :notification the Assistant. Director-Cohtraets shall review the issues relative to the dispute and issue a Written finding. Should the % Consultant and the Assistant Director -Contracts fail' to.resolve the dispute the Consultant shall submit their dispute In writing within five calendar days to the Director. Failure to Submit ,such appal Of the written finding shall constitute 'acceptance of the finding by the :Consultant Upon receipt of said notification the Director shall reView the issues relative to the dispute and issue aWritten. finding. The Consultant must submit any further appeal in writing within five calendar days to the City Manager.. Failure to submit such appeal of the written 1.finding shall Constitute acceptance of the f€nding by the Consultant. Appeal to the city "Manager for his/her resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith.. Should the arrieurrt of cormpensation hereunder exceed 500,000.0D, the City Manager�.s.decision shall be approved or disapproved by City omrrilssion. The Consultant shall pot be entitled to seek judicial relief unless;. it has first received City Manager's written decision, 'approved by City Corrimissiori if appllnabler period Of sixty (D) days has expired after submitting to the City Manager a detailed statement f the dispute, "aocornpanied by all supporting documentation, or a period of (90) days has.. e*sired where. the City Manager s deoisioh is subject to City Cornmiseiar1 approval 'ar (ill) The City .i as waived cornpliarnce with the procedure set forth :'in this section by written, lnStrurnent(s) signed by the City Manager. 10,10. INDEPENDENT CONTI ACTOR: ,lie Consultant been procured and is beingprov engaged to ide . serurces .,to the City as a independent contractor, arid net as an agent 'or' employee of the City,: Accordingty,,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 ar unclassified employees. The Consultant further understands that Florida Workers` Compensation benefits available. to employees Of the City .are riot 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 A9reenient. Miscellaneous Civil Engineering ;. Palm Engineering Group, *Inc, RF ; No. f-13-004 PROM IONALSERVIKI=SAGREEM8NT 10.17 CONTINGENCY CLAU E Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement Is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY B NE.FICIARY The Consultant and the City agree that itis not Intended that any provision of this Agreement establishes a third party benefi iary giving or allowing any claim or right of action whatsoever by any third party under this ,Agreement. Misc lleneous CIO Engineering Seri css Palm EnginOering Oroup, Inca F No> 12-1:81004 iN WITNESS WHEREOE, the parti year first above writtent PROFESSIONAL'SERVICES AGREEMENT have executed'this Agreement as of the day and WITNESS/ATTESTATTEST: PaimEng rou Inc. nature GREGORY PERRY, VJC -P Print Name, ritta ATTEST: Cons (Affirm ATTEST: Todd I PRED AS REQUIREIVIEN1 alvin Ellis ijir Risk tttl na erne ap. TARY . CA,RLOS D. ; }LLE.,PRESIDENT Print Name, Tltlo of Aotharized OMlcar or Official -.CITY OF M ,A 11, a municlpat corporation 03 State of Florida NC AP VED A Tb LEGAL FORM AND Misceilanaou5 Civil r'rgInee9 rj .Servi Pairs Engineering Group, lno. tom ey h RFQ No. 12-13-004 PROFSIONA.SERVie AGRE.WEPfl ceRTIMATE OF AUTHORITY (IF QRPORATION) 1 HEREBY CERTIFY that at a .meeting of the Board of t7irectors of PALM EN il.N.BER.1.NP GROUP, tNC, , a corporation organized and exdSting under the laws of the . State of . VIARIDA , held oh the 31itday of datitaary 2014 , a resolution was duly passed and adopted authorizing (Name) Gregory Perry _as (Title) Vice President of the corporation to execute agreements on :behalf cf the corporation and providing that histher 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`WITN S HEREOF, I have hereunto set my hand this 31st , day of ,JanuatY 2014 Secretary F'rint: Gregory P rz � C RT1FI ATE OF AUTHORITY (IF PARTNERSHIP IP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under t, of held on the .;_day of resolution was duly passed and adopted authorizing (Nome) .. the laws of the (Title) of the partnership to .execute agreement, partnership arid provides that his/her execution thereof, attested bya pa offiiciai act and deed of the partnership. I further certify that said partnership agreement remains In Bill force and effeo IN WITNESS WHEREOF, I have hereunto sot my hand this .day of I Partner. Print: Names and addresses of partner N ni Str [ Add City at as behalf of the nr, shall be the Zip Misceliancous Olvil Palm Engineering Group, Inc; Services 11`l. RFQ No.'12-1' 04. PROFESSIONAL SERVICES AGREEMENT C: I TIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. if there is no joint venture agreement each member of the joint venture rrmust sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, i t individual). CERTIFICATE OF AUTHOtT (IF INDIVIDUAL) HEREBY CERTIFY that, I (Nate) business as (d/b/a) 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 , O Signed': rint: NOTARIZATION individually and doing; (If Applicable) have The foregoingregoing instrument knowledged before me ;this 3tst day of Janet20::14 by Greg ?ry Perry who is personally known to me or who has produced as identification and who (did / did not) tak at ► SIMATURE OF NOTA STATE OF FLORIDA PIS ED, STAMP I OR TYPED NAME, OF NOTARY PUBLIC MiSceitaneo palm Englne MI Engineering S rvic s [19 1 tog Group, ino RFQ No. 12-13-004 PROM $SIONAL.S RVICESAGrti Mi NT TT C ENT A - SCOPE OF WORK ARTICLE Al :!GENERAL Chet Engineering Services shell include, but are n st t[rnited to, i err plete planning and design services, programming, pavement analysis surveying, roadway analysis, .geoteohnical, options evaluations., public meetings, detailed assessrnenta and recbni endetions, t,ost estimates, •opinions of probable construction cost, review of Work prepared by Sub -consultants and other consultants* field investigations and Observations, peat design services, construction administration, and other related Services as heeded tc oomplete the Project, Consultant shalt. ,provide comprehensive Civil Engineering services for the Project for which Consultant was; selected rr •acoordance With :Section - 87,055 Florida Statutes, as 'amended, Consultants' 'Competitive Negotiations Act (CCNA). SCOPE OE SERVICES The -Consultant agrees to provide comprehensive Professional Services in accordance with ail applicable taw, building and environmental regulations, including the Florida Sulldirg Code and the City of :Miami, Florida; Code of Ordinances, and as set forth in. this Agreement and further m enuerated in a Work Order, Consultant may be required to perform; all or some of the services presented in this Agreement, depending on the heeds of the City for the Project. Consultantshall furnish, as Basic Services; comprehensive civil engineering prefessiofial services for the Project. : The. Project shalt ►r cluc e roadway reconstruction or resurfacing, drainage irrlprovements, storm water management, sWale . restoration, curbs, gutters, -sidewalks, lighting ;improvements, landscaping', stgnage and striping, verification of City's Pavement,:Analysis Report within the Project area; :digitally record existing conditions •in the Project ,area, re.seatb 311 calm for various complaints, and any survey, gcotech.nicei,and utility coordination 'required to produce complete sets of signed end sealed construction documents, specifications and estimate:of' probable construction costs for the Worm: The City will phase the Work required tocomplete. the Projeot so that the Project Is designed and constructed in the most Logical., efficient, and Cost effective manner. The Consultant shall be directed to proceed with each phase of the project through the risk t f Work +rders;Proposals and 'Work Orders. .A.L01 WORK ORDERS .r 1 02 4 PROC•EDURE When Ghas'determined t17at a specific phase of IP the iProject is, to proceed, the. Direct .authorized designee will requestin writing, e Work Order Proposal -from the Consultant based on the proposed Scope of Services °provided to the Consultant In writing by the i-teeter or.designee. The Consultant and•Director or . designtree; and others if appropr' ate, ;racy have preliminary meetings, if warranted, tg further defiine:the Scdpe of Services and to resolve any questions: The Consultant shall then prepare a;Work Order Proposal`foltowing the :fertriat provided,by the: City; indicating the .proposed Scope of Services, time of performance, :staffing, ;proposed .fees,. Sub- 'Consultants , and deliverable items anther documents; The.: Pireotor or. designee: Inay :acoep`t the Wok Order Prep())al as submitted, .reject the Work Order Proposal, °or negotiate revisions :to the Work Order Proposal. Upon acceptance of a Work Order Proposal CiP will prepare' vilork Order that will be reviewed by Ci ' tail and the Director or. designee Upon approval GIP,`wili issue a written Notice to Proceed subsequent to approval of,. the Work Order by the.Director or designee. ARTICt l BASIC SER'V10E Consultant agrees to .provide corr+piete Civil Engineering services es set forth in the tasks enumerated hereinafter, in accordance with the 'Florida Building Code, [atest edition, all federal, state, county and City of Miami, 'Florida, Laws, Codes and Ordinances. Consultant shall maintain anadequate staff of qualified personnel on the Work at all tirrtes to ensure its performance e speoifled in the Agreement. . Miscellaneous.Civil Engineering Palrn Engineering Group, Inc. [20 I' RFC) No, '121 -004 PRQFESS10WAL'SERVIGES A fEEMENT Consultant shall submit one (1) electronic set of ell documents and even (7) copies of documents required tinder .Article Al.;), without additional charge, for review and approvat by City. Consultant shall not proceed with the next task r of the Work until the documents have been approved, in writing, by 'City, and an. Authorization to Proceed with the next task has'been issued by Catty. Consultant is solely responsible for the technical ; ccuraoy and quality of their Work.; Consultant shall perform all :Work in compliance with. Florida Administrative Code Jule 61G16-19.001(4) and Section 471,0330 (g,) of the Floncia Statutes Consultant shall perform due diligence, in ;. accordance. With "best industry practices, ingathering information and inspecting a:Project site prier to the commencement of design. Consultant shall be responsible for the : professional quality, tec nical accuracy and coordination of alt design, drawing , specification, and other Sevices furnished by the Consultant under this Agreement, Cprisultant shall, without additional compensation, correct Or revise any errors, : omissions, and/or rietioiencies in its designs,. drawings, specification or other Services, Consultant, shall also be liable for t ia1MS :far delay costs; and ;any increased Costs -`in construction, including but not limited to additional work,, demolition of existing work, rework, etc., resulting front any errors, omissions, andfor deficiencies in its design, drawings, specification ar ctlier Services,- A2.0'I DEVELOPT OP 0B.MCTiV S Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional' agencies. to. develop several options for how the various elerrients of the project wilt be designed. and constructed A2.o1-2 Consultant shall,` utilizing a. compilation of available documentation, confer will representatives of City, the Project Manager, and other jurisdictional agencies in order to conprehe.nslvely identify aspects of the completed facility program that may require further refli ement to attain the requisiite.detail of deign 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 celled Designs. Consultant Shell prepare written descriptions. of presentations to multipis :groups explaining alternaa to support the presentation materials.,_ A2.61- Consultant shall hire the appropriate sub -contractor to provide Civil Engineering services Which ere not in-house& soryeye:shell include the lceation of all site structures inolut ing ell utility -Structures and facilities, Consultant shall also engage a soil testing firiil to perform soil borings aril other tests required for new construction work The extent to whlph this ltferk will be needed shall be based onthe surveying and snit borings ;perforn-ied previously by the City. Cost af;the surveyor and soil engineering firat shall be billed as reirrxbursable expenses. A2.02 ANA he `various options ve options; Sufficien nd shall participate in detail shall be provided Wrification of the City's Pavement Analysis Report within the Project area, digitally record existing conditions in the Project area, reseer ch°311 calls -for various complaints, especially drainage complaints, and digital ly:record project;: area during significant rain events, A2:Q3 SCHEMATIC DESIGN A2.0-1Recomrnended +urse of Act. Consultant shall prepare and present, in writing, for approval by the Project = Manager, Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1 trt et name and limits Ntiscllaneous Civil Engineering Services (2I l Palm Engineering Croup, lni:. t FQ: Nra.1004 MOPES ONALSERVICESAGREENtENT Recommended remediiation "e orts to bring the subject streetup as outlined in the Citywide Pavement:Analysis Suniey' 3. A detailed cost estimate for design and construction that m would be upgraded from poor to at Ioast good.' 4. A design and canstruct►on schedule for the recoil A2.04 DE IGN'DpVEL,OPIVINT' From the approved.RCA, Consultant shall prepare and. present the fol owing in writing: The design parameters to be'`used for each street being improved (ie, reconstrt of ri; iriilling and reaiarfacirig, eto.) The submittal .requirements for each street Tha final cost estimate for design and construction. CONSTRUCTION DOCUM1JNT From 'the approved Design ,Development Documents, Consuitant shall prepare for "written approval by City, Final Construction .Documents setting forth ail design drawings and specifications needed. to connprise a fully iddable, per mittable, constructible Project.' Con ultant shall produce 30%, $0%, 90% and Final Constr lctier Document approve! by City, Which shall include the:following: 1. A drawing cover sheet !toting an index of all number of.drawings by each discipline Drawings not included in the 330%, 0%, 90%and Finial review shall be noted.' Consultant shall a" ari indeX.orail anticipated drawing sheets necessary tri fully define the Project, The updated Project DeVelopMent;'.5nhed rle tq include; n outfiine of major construdtiort milestone activities and the recommended canstruction,duration period in'valender days,. 3. An updated Statement of Probable Gonstructiofl Cost In C l format. Consultant may alsobe authorized .to iricfttde in the Construction i ocumer is sapprOved additive°.andter "deductive alternate bid !teats, to permit City to award a Construction Contract Within thelimit of the budgeted amount, A project..SpeCifibationS Index and the Specifications completed.. Io a minimur'ri !'good" ximize the number of !rig nets that ended Gotirse of Action nuai with at least io °10, 90% and Final of Consultant shall include, and Will.' be paid for; City -requested. alternates outside of established . Project scope or that are not constructed due to a 'tack of funds. Na fee .Will be paid by City in. Connection .with alternates required by the failure of Consultant to design the Project within the Fixed Lirriit of Construction Cost: 7, Consultant shall provide an index of all submittals required by the Contr dentifies submittals RN - Which the Contractor shad'be responsible for.desIgri: Consultant shall -submit the spepia or supplemental terms .and conditicirrs separate from the cfinical specifications. Gonsultanfshall not proceedwltti further construe ion document development Until approval of the 30% docurrients is received in writing from City. Approval by City shall „be -for'progress only and does not relieve Consultant of its resporislbllitles.and liabilities relative to':code cornpliance and to either revertants contained In this Agreement.. Consultant shall resolve all. questions indicated en the documents and snake all changes to the documents necessary in response to therevievi commentary. The 30% Documents ;review (check) set shall be returned to City upon:subnrnssian of 00%4 complete Construction Documents end Consultant shall provide an appropriate .response to all review comrnents noted on these .previously submitted dacrnents. he seven (7) co,pies to be provided, the Consultant she] drawings and specifications, amid ono digital Grapy in „pdf forth Misasllaneous'OM Palrn Engineering •ornit four (4) full size dopier of the • t22; ] RFC-No.12 'a-004 PROFESSIONAL SERVICES AGREE ririENT A2.0$- Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the Pity shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Lirr`it" ). 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 t in'the re -bidding of the Work at no additional cost or fee to the City if all responsive ;and spenaible :bids receivedexceed ten (10%) percent of the Maximum Cost Limit, A2 -2 Dry Kura 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 Shell assist Obtaining any Such applicable certifications of permit approval by such authorities prier to approval by -GIP of the final set and printirig of the Construction Documents_ The Consultant. shall pro"rnptly, at .any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirements} of such. Upon corrnpiotion of dry run perrnitting, Consultant shall provide as part of the seven (7) Copies to be submitted; five () full size sealed copies of the drawings andspecifications. Consultant shall also provide digital vets€oils of the :drawings iri ,dwg,'spit, and :pdf formats, The' specification additional terms and conditions shall be provided in both ,pdfand .d"oofotmats: A2.06 BIDDING AND AWARD OF CONTRACT . A2,06-1 Bid Documents:. Approvals and Printing upon obtaining all - necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing aril awarding the construction centred: The City, for bidding purposes, will have the bid documents. printed, or et its own thscref€can, may:authorize such ,printing as a reimbursable. service to the Consultant, A2416-2 issuance of Bid boeunrients, Addenda and Bid Opening #: The City shall issue the Bid Docurrnernts to prospeotive bidders and keep a co Bidders.. The Consultant shell. assist the City in the preparation ofresponse$ to questio, required during 'the bidding •period. •All addendum or clariifications, :or respons issued by the City. The Consultant shall prepare revised plans, .if any are required, for the .City to iss proppeetive p dere, '' any are. shall be 4 The City will .schedule a "preBid Meeting`" on en • as needed basis, : for th.e Project: The. Consultant shall attend ell any prebid neetin"g(s) and require attendance of Bub Consultants at Stich meet€rs, 5, The Consultant will be present at the bid opening, if requested by the City, A2.06.3 Bid Evaluation and Award The Consultant Shall assist. the City in evaluation of bids, determining the responsiveness 'bids and the preparation of documents for Award of contract. If the lowest responsive Base Bid received exceeds the Total Allocated Rinds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract, 2_ Reject all bids and rebid the Project withina reasonable;time With no change inthe Project or additional compensation to the Consultant; 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 Dacurrient' ;as necessary to bring the Probable Construction :Cost based on such rev€Sions within the Total Authorized Construction Budget. The City may exercise such option where the bid price. Civil 'Engineering Ben/loos t23: log Croup, Inc, RFQ No.12-13 Cid4 PRO SSIONAL Si_RVICrw$ AGRRMEW- exceeds 10Q/0 of the Fixed Construction Budget provided to the 'Con modified by the City and the Consultant prior to soliciting. bids. 4, Suspend, cancel or abandon the Project:, NOTE: Under item 3 above the Consultant shall, without additional corn Construction Documents as necessary to bring the Probable •Construction Co mount. A2,07 A TRATICt OF THE CONSTRUCTION CONTRACT Ettn grid as may be cation, modify the within the budgeted The Construction .Phase Wiil begin with the issraance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the. City all post construction documents, including Contractor As-Built.drawings; Consultants record drawings, warrantees, guarantees, operational Manuals, and Certificate(e) of Occupancy have been deliveredto the City and the City approves the final payment to the Consultant; [wring this period, the .Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by w. A,o7- 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 ebntraot and,` their "Agreement with the City. A2.07.3 The Consultant and respective shall visit;the site to conduct field observations, at a zninirnum on 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 deterrriine, 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 inspeotion shell be provided by the Consultant at no additional cost to- the City, The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work Unless otherwise set forth in this Agreement. The Consultant Will be responsible for Writing and distributing minutes of all meetings and field lespettiOns report it is asked to attend. Consultant And will not be held responsible for construction means, methods, techniques, sequences, or procedures, er 'for safety precautions and programs in connection with the Work.. The Consultant will not be held responsible for the Contractor's or sub -contractors', er any of their agents' or ereployees' failure to pe.rforrri the work in accordance with the contract unless such fail'ire of performance results from the Consultant's acts or omissions: A.,074 The Consultant shall furnish the City with a written report of all observations of the Work Made by Consultant arid require all to do same during each visit to the Project. The Consultant shall else note the general status and progress of the Work on forms furnished by the City and submit them in. a timely merrier. Ttie Constritent and the Sub- consultant shall ascertain that the Work is acceptable to the City. Constiitant, shall assist the City in ensuring that the Contractor Is nuking timely, accurate, and eo rrrp.iete notations on the "as -built' drawings. Copies of the field reports shall be attached, to the monthly Professional Services payment request for construction administration services. The Consultant's :failure to provide' written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction :in Constriction Administration fees paid to the Consultant. 1. Sased on oiservatii ins at the site and consuitatibn with the City, the Consultant shall determine the amount due the Contractor based on tho pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by th? 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 Miscellaneous C Palm l=ngineerin Engineering Group, inc. RFQ Nb. i2-13•OO4. PROFESS[ONAL.SERVICES AGREEMENT requisition subject to: a detailed evaluation of the. Work for conformrzce with the contract upon substantial oorrapletion; 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 entitled to payment in the amount agreed upon at a requisition site meetin the requisition. Prtor to recommending payment to the Contractor, the Consultant will prepare a written statement tc the City an the status of the Work relativeto the. Construction Schedule, which shall be attached to the Contractor`s Requisition. Such statement shall be prepared immediately foJioWng the requisition field meeting and shall not be cause far 'delay in timely payment to the Contractor, 3y recommending approvat 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 gum;, As ,07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder: The Consultant shall render interpretatiioris necessary for the .proper execution or progrese of the Work upon written request of either. the City or the Contractor, arid shall render Written decisions, within maximum of ten (lO) calendar days, on all clairns, disputes and other `matters i•n question between the City and the Contractor relating to the execution or progress off the Work.. Interpretations .and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from., the Contract Documents and shalt by In. written or t,Jraphicform: A,i7-7 The. Consultant shall have the authority to recommend rejection of Work Which does ndt oonforrn to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary :or advisable to insure compliance With the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed, A2,07-S The Consultant shall promptly : review and approve, reject or take eetiorr on shop drawings,' samples, RFIs and other "submissions of the Contractor, Changes Dr substitutions to the construction documents shall not be authorized without concurrence of the ity's Project Manager and/or Director of Capital improvements. The Consultant shall have a maximum of ten t'f 0) calendar days from receipt of shop drawings, samples, RF1's or tither submittals by the Contractor, to return the :shop drawings or submittals to the Contractor with °comments indicating, either approval or disapproval. Consultant shall provide COntradtor with a detailed written explanation as to the basis for rejection, e E onsultent shall initiate and prepare required "diibumentation for changes as required by the nsultant's own observations or se. requested by the City, end shall review and recommend action can proposed "changes. Where the Contractor .submits a request for Change Order or Change Proposal request, the Consultant shall, Within ton (10) calendar days, review and Submit to the City, his/her recommendation or proposed action along With an anatysis and/or study supporting such recommendation, A2,, 7-10 The Consultant shall examine the Work upon receipt of the'Contractoes request €or substantial completion :inspection of the Project and shall, prior to occupancy by the Gity, recommend execution of a "Certificate of Acceptance for Substantial Completion' after firs t ascertaining that the Project is substantially complete in accordance With .the contract requirements. The Consuitant 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 C• ontractor 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 Ivliscelianeous Civil Engineering Services [25 j ROD No, 12w13-004 Palm Engineering Group, Inc. PRo ESStO 4AL S' I VICES A t Mr NT final payrnent to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory corrrptetion of all items on the 'punch -list, all necessary close-outdocumentation from the Contractor including but riot limited to ell guarantees, operating arid maintenance manuals for equipment, releases of llenslratalms and such other documents end certificates ee 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. A.2.07-11 The Consultant shall rrttir ltor and provide assistance in obtaining tie Contractor's comp iarice with Its contract relative to t) 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 theCity. A q7-'t 2 The Consultant shall furnish to the City the original documents,;tncludthg drawings, revised to "at - built" :done€torts based on iriformatien furbished by the Contractor; survey, and specific condition, In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractors record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of chartcdes made by "Change Authorization", "Change Order", . "Request for Information", suubstitution approvals, or other clarifications wilt be the Consuttarit's:responsibility to incorporate. into the "as -built" and record documents Changes .made in the field to suit field conditions, -or otherwise Made •by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Safi and transferred to the original contract documents by the Consultant: The original documents, es Well as the ""Field Record Set shalt become the property of the City. A. reproducible set of all other final documents will be furnished to the .City free of .charge by the Consultant. The Consultant Version 2000 or su A .O7 1 The Consultant shall furnish to the City a simplified site plan and fiber plan(s) ;j reflecting "as -built'" nditions with graphic scale and north. arrow. Plansmust show renal names, roomnumbers, all dimensions, square footage of each fioar and all fonts: used ri the drawings. Two sets of trigs shall bp furnished on. " x 36" sheets and one electronic copy. A2.07-t5 The Consultant shall assist the City in the completion of the cattracto during construction worts and upon first vornpletion of the Project.. h II fiurnish to the Cityon.cernpieto ti ether.fomiat acceptable to the Git of E",As-built drawings", in Auto CAIDD eous Civil Engineering gineenng l roup, Inc. Cgs t RFQ No. 12. t3 O04 PR FE SI NAL S:ERVICES AGREEMENT ARTICLE A3 ADDITIONAL SE I E A3.01 GENERAL Services categorized below as ''Additional Services° may be specified and authorized by City and are norrnally 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 it Attachment B, Section B3 0 . A3.02 EXAMPLES Except as may be specified in Schedule A herein, Addition to the following; 2-1 r sai : investigation and creation of detailed appraisals and value tiei hies, and. rveysorinventories in conriection with construction perfumed by City: A3.02-2 specialty Design: Any additional special professional se. A3.02 Extended Testing Training,_ Extended assistance' beyond that provided under Basic Services for the initial start -tip, testing, adjusting and .balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment end systems, and consultation during such training; and preparation .of operating and maintenance manuals, other than those provided by the Contractor,"sub»contractor, or equipment manufacturer, A3,02-4 i'Iaior Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revision: are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisiots are defined as those changing. the Scope of Work and arrangement of spaces and/or scheme and/or any rvices may include, but are neat li significant portion thereof) A .02-5 Expert Witness: Preparing to serve or serving as on expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City In any proceeding during the course of this Agreement, ns of existing facia entices not included in the Scopeof Work, A3.2- Miscellaneous: Any other services not furnished, i.n accordance With gerieraily construction. A .0 ADD1T1ONAL DE IGN The City may,. at its option, elect to proceed uded in this Agreement rr net customarily hitecturalfengineeringpractice related to .< A4.01 PRNECT SITE.iNPURMATION City, at its expense and insofar as'perforrmiance under this Agreement tray require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such inform anon as an Additional Service, eligible as a Reimbursable Expense. A4.01- urveys 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, Vateu, gas, telephone and/or electrical services„ Mrs etlaneods Givil Engineering SQrviCCs [27 Palm Engineering Group, Inc. RFQ i o. '12-13-O04 PRO FE51°NAL SERVICES AGREEMENT A'4,Q1- Sail Borings, Geotechn cat Testing: Soli 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.. A4,01- General Protect .Information, information regarding Project Budget, City and State :procedures, guidelines, forms, formats, ~grid assistance required establishing -a ;program as per ection. A2.022 A4.01-4 Existing Drawings: `Drawings representing as -built, conditions at the time of anginal construction, subject to as -built auallability. However, uch drawings, if provided, are not warranted to represent conditions as of the date of receipt, Consultant must still perform field investigations as necessary in ordance with Section A2.01 to obtain sufficient information to perform its services. Investigative. es in excess of "Normal Requirements," as defined, ,trust be`authotized in advance. A4.01-5 Reliability, The services, informStun, surveys and reports described in A5;01-i through A5.01 above, shall be furnished at ity's expense, end Consultant shalt be entitled to rely upon the accuracy and completeness thereof, provided Consultant nee reviewed all such Information to determine if additional information anclicirtesting is required to properly design the Project. A4,02 CONSTRUCTIONCONSTROCTIQN MAMA EM NT A OZ-1 During .construction, Consultant and the City staff shell general' canditians and supplementary conditions of the approval of the construction Work by .the Contractor. A4,02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconf rrrrance with the contract during coristruation, :City shall give prompt notice thereof to Consultant, Miscellaneous Ctuil :Engineer Palm. ncineering Croup, trio es [28 i. ;Irr�e the responsibititi nstruction contract rel described in' the ing to review end OFESSIONA_ SERVE Cirs AGREEMt=N1' SCHEDULEAl. SU -CONSULTANTS T FIRM NAME Cousins Surveyors & Associates Professional Service Indust TRAF TECH Engineering, It Ross Engineering, Inc: c. Ceotechnical Traffic Engineering Civil Engineering NA i' E Gregory Perry, P:;E, Carlos D. Rolle, P.E Robert ;l', Rost P:.E S HEDLJLE A2. KEY STAFF JOB CLAS IflCAT ON. Principal f Project Manager isterd Professional Engineer Senior Engineer re dri, RE. Project Engineer Engineering Intern /'CAPTechnic otechnical Project Engineer Joaquin Vargas, P..A Senior Transportation Engineer Richard Cou P rii ar P' Miscellaneous Cirii Engineering Services Pain Engineering Group, Inc. [29 RFC) No 12.113-004 ATTACHMENT B - COMPENSATION ATTACHMENT f3 COMPENSATIQN AND PAY E T I TC E ..METHOD or COMP N Al ON The fees for Professional Services for each'Work Crder Methods or a combination thereof, et the option Of the Direct Gansu (tart, a) A Lump Sum (See Section B3..01"), b) Arr Hourly Rate, as defined B3.02in Se NOTE: The Lump Sum Manner of conpensation'is the preferred and prima: B1.01 COMPENSATION LIMITS . The "aggregate sum of ..all payments for fees and costs, including reimbursable expanses, to the Consultant payable by the City under this Agreement shall be lirrlited to .the amount specified in Section 2.03-1 as the Maximum. compensation limit for cumulative expenditures under this Agreement, Under no ciircumstanees will=the City have .any liability for work performed, ar 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 effectvia an Arnendment to this Agreement; 81.02 CONSULTANT NOT To t KCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or. percentage.arnounts.stated for Compensation shall not be exceeded,. _ln the event they are"so exceeded,.. the City shall; have no liability or resporislbllity:for paying any amount of such excess, which will be at the Consultants uwri'beat and ;ea4pensa ARTICLE B2 WAGE -fiATES lined by one of the following esignee, with ;the. consent of the B4Oi .F:EE BASIS All fees and compensation payable under this Agreement shallbe formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director The averages of said certified Wage Rates are surilrnarized in Schedule 131 incorporated -herein. by reference, Said Wage Rates are the effective 'direct hourly rates,; as approved by the City, of the Consultant and Stib-Consultant; employees in the specified professions and job categories that are to be ()flitted to pro/ide the services under this Agreement, regardless of manner of compensation. B2,02 . E iiP'LGYEES.AND J JB CLASSJFICATJON:S Schedule 131 identifies the professtons, job cattegones andter;employees expected to be used during the terra of this Agreement. These include architeots, engineers, landscape .architects,; rofessionel interns, designers, CADD t bhniclans,.project managers,GiS and environmerital.Speolalists, specifidatiort writers, cleri"oaltadr°hiniistrati e support, and others engaged iri the.Work. In ceterrnining compensation for" a given fioope of Work; true City :reserves the :right td recornrnend :;the use of the Consuitant employees at particular Wage Rate levels..:. 132.03 MULTIPLIER For Work asigned undr_this .Agreement, a rriultiplier of 2g shall apply to the Consultant`s average hourly Wage Rates in calculating compensation payable by, the City. Said multiplier IS intended to cover the Consultant ernployee benefit end the.Consultent's profitand overhead, including, Without iirriitation office rent, 'lapel' telephone and utility charges, office and ;drafting s ippliies, depreciation >; f equipm nt, professional dues, subscriptions, stenographic, administrative and clerical "support, other ernploye}e time or travel and subsistence not "directly related to :;a project A copy of your firm's Florida bepartment of Transportation (``FDOt") l..arraine E. Oder'n letter shall he submitted to 'GIP upon request far review, an and at the rates set forth it Section of cornpe~ BZ0CALCULATION laid Wage Rates are to be utilized by the Consultant in oatculating .compensation payable for specific :assignments and Work Orders as requested by the City. The Consultant shell identity jot:'biassifications; lleneous CM Engineering Se .e Paint Engineering Croup, Inc. RFQ No. 'l w0(74 ATTACHMENT B— COMpENSATION •.aValtahle .staff and projected man-hours required for the proper completion ,ef tasks .and/or groups of tasks, Milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. 82.05 •EMPLOYEE BENEFITS AND OVERHEAD • Regardless of the method of compensation ejected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (eg. sick leave, vacation, holiday, unernployrnent taxes retirement Medical, insurance end unemployment benefits) and an overhead factor, Failure to comply with this section shall be cause fOr cancellation of this Agreement, B2.06 ••ESCALATION • There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPLITATION or FEES AND COMPENSATION The City agrees to pay the Consultant, end the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a centination of the methods Outlined above, as applieable, in the following Manner, 1310i - LUMP SUM: • Compensation for aSeope of Work can be a Lunip Sum arid must be mutually agreed upon in writing by the City and the. Oentditaht .and :stated in Work Order. :Lump 8urn compensation is the preferred method of coMpensation, LUmp Sum compensation „shall 'be. calculated by the Consultant- utilizing. the Wage Rates established herein.. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum .compentation. Such verification shall present.tuffiCidot information as depicted in Schedule 83.02 HOURLY RATE FEES 0104 Hourly Rate Fees shall be thoSe. rates for the Consultant and :Sub-Corleultarit employees ideptified in Schedule ,B1 Wage Rates, Ail hourly rate fees will include a maximum not to exceed figuee, Inclusive of ailcosts expressed in the contract .docurnents. The City 'shall have no liability for any fee, cost or expanse above this-1191,4re. 83,62-2 Conditiont Hourly Rate 'Fees shall be used only in these instances where the parties agree that it is.not possible to determine,- define, quantify and/or balciilate the cemPlete nature, and/Or aspects, tasks, rnan-hotirs; or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Pees :may be utilized for -Additional Work that is Similarly 'indeterminatein such bases, the City Will establish an Aflowance n the Work Order that:shall serve: as a Not to Exoeed-.`ree for the Work to •be performed On an Hourly Rate Basis,. • 133,03 .REIMBURSABLE EXpENSE$ . . Any fees for authorized rebtirsable expenses shall not include Charges or the Consultant handling,. office rent or .overhead expenses of any .kind, neluding iota' telephone and Utility charges, office and drafting sUppliek depredation OferitliOnient, professional -- dues,. SubSdriptiOnS; .etc,•• reproduction. of drawirigs and :Specifications (above the quantities ..set forth in this Agreement), mathng stenograph101 clerical, or other employees :tittle for travel and,suosistenoe Ali reimbursable services shall be billed•te the City at direct cost expended by the Consultant City authorized reprodUctions in excess of sots required at each Phase Of tile Work be .a Reimbursable Expens0,.. The City -will reimburse the Consultant for authorized leirnburseble Expenses pursuant to the limitations Of this isoreethent es:verified by supporting documentation deemed appropriate -by Direotor or :designee incidding, without Iimitition, detaited bitis, iternized invoices and/or copies of cancelled checks., 133.04 . FEES FOR ADDITIVEot DEDUCTIVE ALTERNATES: • The design Of additive and deductive alternates ponteMplatecLes pert of the original Scope for 'a -Project as :authorized, by the Director will be considered as part of Bast SerVices. The design cif additive and deduotive alternates that are beyend.the original Scope Of Work and construction budget may be billed to . • • Wiisoelieneou8.Civil Engineering Service Palma Engitneerinq'Qeoup, 131 RFQ No,I2-13-004 ATTACHMENT l--COMPEHSAT O the City as Additional "Services, The fees''"for alternates gill be caicuiated by on• outlined above, as mutually agreed by the DIRECT.OR"and the Consultant. B3,0 FEES FOR ADDITIONAL SERVICES; .The Consultant may be authorized to perform Additional Services for which additional, compensatit andfdr Reimbursable Expenses, as defined in this :Agreement under Sections 53.05 and 83.03 respectively, maybe applicable. The Consuitent,shall utilize the Work Order Proposal 'Form end worksheets whioh can be found orr the City's Webpage at rww.rniarnloov.com capitali"mprovements/cages/ProcurementOPPartun,fies. The webpage also provides the procedures for completing theca forms Failure the procedures will result in the rejection of the Work Order PrOpbsal. B3,Q i 1:ietertninatiOn Of Fee The compensation for such services will be onr upon Lump Surn; Hourly Rate with a Not to Exce S3.052 Procedure and Compliance An independent and detailed Notice to Proceed, and an Amendment to a specit o Wank Order, :shall be required to be issued and signed by the Director for• each additional service requested by the City. The Notice to Proceed .will specify the fee for such servioe;and upper limit. of the fee, which shaft not be exceeded, and shall comply • with the City of Miami regulations, Indluding the: Purchasing Ordinance, the Consultants` Competiiive Negotiation Act, and Other:applicable taws. Ltsin the forrrts or follow ?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 bind,. including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or ,other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub -consultant costs, the Consultant dill apply the multiplier of one- (1.0) times the amount expended by the Consultant w.Ed6 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawirigs and specifications, for extended ,construction administration, or for Other work when such work is due to errors or omissions of the Consultant as ;determined "hy the City, if the methods: described herein rrtr d Limit. :wally agreed 83.07 FEES RE tILTINC FROM PROJECT SUSPENSION If a .project is suspended for the oonvenience of the City for more than three months "ear terminated without any cause in whole or in part, "during. any Phase,`the Consultant shall be paid for services dully authorized, performed". prior to''such •suspension br :terthination, together` with 'the cost of authcirrzed reimbursable services end expenses then due:, and ail appropriates apl}icab}e, •and documented expenses resulting from such suspension or tertintidn, If the. Project is resumed after having been suspended for bore than three months, the ConsUltaant s further corrrpensation shall be subject to renegotiations: ARTICLE 84 -pAYMENTS -PAYMENTSTO THE CONSULTANT S41.01 PAY II NTS 3ENERALLY Payments for Basic Services may be requested rrionth}y in proportion to services performed during each Phase of the Work. The Sub -Consultant fees end Relrr burnable Expenses shah be billed to the City in the actual amount paid by the Consultant: The Consultant shall utilize the City's Invoice:Form whlch can be found on the City's Webpage at rnv;rniamiecv.coill/Capita lirrio rovernentsfpeges/Procure mentOpporturiitres. Failure fo Use the City.Fcrm 111.result in rejection of the invoice. iscellaneous Cltzli Engine "Services [32 alma Engineering Group, Inc. No. "1-13M[I0 . ArTACHME ENSATION C4,Q2POR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where coi prehensive 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, 1 4,OS 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, e duly certified invoice, giving larries, classification, salary rate per hour, hours worked end total charge for all personnel directly engaged -on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments .made to and Incurred by the Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Houriy Rate authorizations, submit a progress report'giving the percentage of completion of the Projectidevelopment and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE XPENSES Paynnent for Additional Services mey be reciuested,monthly in proportion to the services performed. When such services. are *authori ed 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 Bervioes Cost may be added. The Consultant shall attach to the invoice .all supporting data for payments made to ar cots Incurred by the Sub -Consultants engaged on the project or task. In addition to the ;invoice, the Corsu giving the ,percentage of completion > 4 b4-1; DEDUCTIONS No .deductions shall be made from the Ccansultarit`s °eompensa eased against contractors or other sums withheld from payn en' ARTICLE h t EIMBURSABLE EXPENSES shall,: for Hourly Rate authorization; Project development and the total e ri contra submit a progress report rn tea fee tocompletion. i nt car liquidated de tors, ages GENERAL eittabursable Expenses. are' those items authorized by the City outside of .or inaddition to the Scope of Work as identified irr the Work Order (as Basic Services andior Additional Services) and consist of actual expenditures Made by the Consultant and the Consultants' employees, the Sub -Consultants, and the Special •Sub -Consultants in the interest of the Work for the purposes identified .below. 01-Transportation Transportation shall not b 41 Travel And Per Dien considered as reirribursab le -expenses under this Ag ernent, Travel end per diem expenses shall not be considered as reibi.rrsable expenses under this •Agreernerat,, 01- CornniUttidatio .E perrses . Identifiable communication expanses approved by the Project Manager, long telephone, courier and express mail betvteen Consultant and Sub-cdnsultants. :014 distance 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. Miiscellanaous Civil Engineering Son ice Paid Engineering Group, Ind, E3 1 RFQ No. t2r1;3-0O4 A T ACr a rr - r ?ENSA tarsi Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Projeot. 'Those permit fees do not include those permits required to be 'paid by the construction Contractor, .t 2 FII1PiaURSEMENT a TO THE SUB -CONSULTANTS Reirnbursdbie Sub-Consuitant's expenses are limited to the items 'described above when the Sub. Consultant agreement provides for reimbursable expenses 'and when such agreement has been previously approved iri writing by the Oireotor and subject to 'all budgetary lirr nations of the City and requirern nts of ARTICLE B5 herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS.., B .01 GENERAL Itis understood that all Consultant agreements and/or work Orders for new work will include the provision for the reuse 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 withthis provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Civil l rnginesriri ory es [34 i' •RF. .:No.12-'l3 OO4. aim'l ngineering Group, Inc. INDIVIDUAL'S NAIVE, Gregory Perry, PE rlos D. 'Rolle, 'PE M,ellssa Ross Robert J. "Ross, P.E Tarsi ko Perry Earl' Welbon Daniel Lizerazo, El, SCHEDULE B1 Additionally :the City.will pay: • Crew Petty poly Gh{et Instrurnent Man R.od Mari Burdened:Daily Rate ($944.00) Principal ATTACHMENT B-COMPENSATION ATTACHMENT 8 - COMPENSATION WAGE RATES SUMMARY Project Manager Project Engineer nior Engine lerlcal CADD Technician Engineering Intern IVtis eilanec us Clvil Engineering Services Palm Engineering Group, Inc. [35 I NEGOTIATED HOURLY RATE $77.00.. $58;30 $45.t 4 Man Crew Party Party Chief Instrument Man Two Rod Man (Burdened Daily Rate; 0 $52.00 $31,00 ADJUSTED AVERAGE HOUR RATE 2.9 (Muitipi er) $223.30 $169,07'* $130.50 .$150.80 $37.70 $72=50 $89.90 177.29) RFQ Na. 13-004 AC CERTIFI TE' OF LJA81UTY 114 M�'+kh+�n'hhawn . Mff�u�mwu t3EC� M. f�. IAA`C7:ER i'jt i�Il"Ci i7A71Qt4FEIG3ttT AF I ii61TNe1_ O fir O Ti i Y Ji;i Nt7, XIgt)t) 4Ft A1.T fd TEE A•i"k. OF I]+e::3r)Etit�kttrk: Cic�C i QT LQf4STITVIZ A :v(Or`tRAaT rigT v N l')•{*: +;` ii"t`tf:-ftr`ATE 140E Off„ ati ACtCITION Ir S J Ef w t ra4gro -4215 W,10 ca•A! o r C 7ttt fa E€ ;rlp t~f `3` ztirsior )t jhl A dr IGATO: Y OE pv I y;,y� yiy tit?t6ri'�$ANr343fitYt r4fi&�N'fro pr. irwomot. ..••�enn<.se'�.+�_.,a:K:.»ue..u�p'py�iegNktr.�wa,.s..«s•,,t'l�.w�rµwpw,...,ay...«,nurzw.aua.x Ct�Ftt ` rli T) s .fit QfD rtArriw `H) ArO r ; URA r p4 3PI? tSRt(}e AUTHC2Txd I Tki dtV U 7 AtV to WHEREAS, PALM ENGINEERINGGROUP. an agreement/amendment with the City f Ir�c desire to enter into r the purpose of performing the work described in the agreement/amendment to which this resolution is a consit 1HE shred; and A the Ford of Directors at a duly held corporate meeting eyed the rnatter in accordance with the By -Laws of the corporation Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the VICE-PRESIDENT (type title of r) i ;hereby authorized (type riarrieOf,dfficer)'. and instructed to 'enter into this agreem nt/ar endrner t, in the narrre and on behalf f this oorpo ltai, with the pity of Mid upon the terms contained in the proposed green ont/arrrendrn nt to which this resolution is attached and to Corresponding a re i Ser i ndt nt. execute the CITY OF MIAII DEPARTMENT OF CAPITAL 'IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES `AGREEMENT dIce Cateoryr Miscellaneous Civil Engineering ContraotType Miscellaneous Services Consultant. Metric Engineering, ;Inc, TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 GENERAL CONDITIO 2.02 SCOPE , OF SERVICES r. Gay.. «....�. ARTICLE 3 3,01 PERFORMANCE AND DELEGATION....Fr,.1, 3.02 REMOVAL OF: UNSATISFACTORY PERSONNEL CQNSULTANT KEY `STAFF ARTICLE 4 - . ;:SUIE ;CONS(JLTANTS 4.01GENERAL ..<<;; „r ,. ,, y,.r...Y r 4,02 SUE CONSULTANT RELATIONSHIPS • '4.03 CHANGESTQ SUBOONSULYANTS ARTICLE g.0•AtiLT..u^7� • 64Q2.. CONDITIONS OF DEFAULT,„?;, •r•r4.., ' 5r03 TIME TO CURE DEFAULT; FORCE MiAJEIRE,.<;,,...,,, Y a y ARTICL TERMINATION QF AGREEMENT„,....,,.. 4ar..:,, , .,, r ., ,.. ir,' ,. ,G,r. ,,.r ...,,. f,YB 6,01 CITY'S RIGHT TC3 T1 RNIINATE , as r ., , F .veY r,aa , .rr. . 6.02 CONSULTAN.T'S. RIGHT TO TERMINATE . :6,03.: TERMJNATIGN DUIF TO UND.iSOLDSED LOBBYIST OR AGENT:, ARTICLE 7 ;DOCUMENTS AID RECORDS :: <,,; 7.01 OWNERSHIP OF DOC.UM NTS' , 7.02• DELIVERY UPON' REQUEST OR. CANCELLATION 9 •7,03 RE«US"E SY CITY r 7.04 NONDISCLOSURE.. ,,, ,, 7.06 MAINTENANCE.OF RECORD,S,,. >,.. , „ .. 4 ...,.:. ; ARTICLE"8 INSURANCE.>: <,;,, <P.,.< 7M$ . COMPANIES I ROVIIi NC OVERAG,Y 7.U7 VERIFICATION OF INSURAWCE COVERAGE . .r< 7.00 - FORMS OF COVERAGE Y a ♦x 6U4 MODIFIOATIO,NS T9 COVERAGE ARTICLE it '1VIISCELLANEOC.IS Y,.a..r. r r ..,.,., ,.i;,ra, . , Y .Ff..,, i <.,.ev,• .r.. 7,AS AUDIT RIGHTS.r45G ,4 .a , ra,.,,,r. ,.,.,,eia,Yr r..,a.r•.,f. 7.1Q ENTIRE AGREEMENT' ,1, «, 701 SUO�CESS 7RS AND :ASSIGN .,a,,,Y. .. ar , :Y.r 7,12 TRUIIMN»NEGOTIATI N CERTIFICATE 7a:13 APPLICABLE LAW AND VENUE OF UTtGATIQ$1 7.14 "NOTICES .. 74E INTERPRETATION, ,4; ,1 . i 1 5— 1•%I'JI• l d 1 'l I - 1 IAW W Ai.t1 IAl- ..a.. r t ,.. .. .. . 7,18 MEDIATION •K WAIVER OFJUIRY TRJIIW Y .,a.,,, 7.15 TIME .•. A. 7..20 COMP€»JAN6E WITH`LAWS 7;1 •NO CARTNERSHIP„ Page 14 • 14 14 TABLE OF CONTENTS (CONTINUED .22 DISCRETION OF DIRECTOR .... ... .. . ...:... xf 7.23 RESOLUTION OF CONTRACT'DISPl 7,24 INDEPENDENT CONTRACTOR ATTACHMENT'A r SCOPE OF WORK P1L11 3V 4..vm C1 v�.�waw�_ar'a ..{t,. e- A1,01 SCOPE OF SERVICES . •• • •<t. x•,.,.=•r. i ..,•• •, lit ,, . ;A1.02 : WORK ORDERS ARTICLE A2 BASIC SERVICES ,...., ty„>., „ . t,•: ., , >„a,..> !, A2.01 DEVELOPMENT OF OBJECTIVES A2,02 a A2,0 SCHEMATIC 'DESIGN 42.04 DESIGN DEVELOPMENT... 1f1M1�t7�'MENT •. .A2.05 CONSTRUCTION DOCUMENTS A2,06 BIDDING AND AWARD OF, CONTRACT f,i.,..4s .... A2.07 ADMINISTRATION OF 1 HE CONSTRUCTION CONTRACT •,. v.v ..s.,..4. ARTICLE. A3 ADDITIONAL SERVICES ..i-ti.r NAL' TICAL RI=VIEV1T.f..tt r .A3,02 EXAMPLES A3v03 ADDITIONALDESIGN; F, .,..>,. •ARTICLE, •A4 C1TY'S RESPONSIBILITIES .,. (_>..<.. A4.01 PROJECT & SITE INFORMATION A4:02 CONSTRUCTION MANAGEMENT •....., .,,, r J,:. ai,,.i :; . ,., . t. >, SCHEDULE Al»'ySUB-CONSULFAN S ATTACHMENT B COMPENSATION AND PAYMENTS...i...f, ARTICLE B.1 METHOD B1r01 COMPENSATION LIMITS B1,02' CONSULTANT NOT `to EXCEED ..••......t.....i 02,02 EMPLOYEES JOB CLASSIFICATIONS „... B2,03 MULTIPLIER :> + > , .;..if„ • „r;, ,.,. 82,0 CALCULATION .. B2,05 :Emp40YEEBENEFITS.AND.OVERHEAD .....:......... ......... . # ARTICLE B3 :COMPUTATION OF PEES AND COMPENSATION.....„„:.-...,...,:„.:„— . 8101 LUMP SUM:.: 83.02 HOURLY RATE FEE a: 63,03 R,EIMBURSABLE:EXPENSES: . 83,04 . FEES FOR ADDITIVE or DEDUCTIVE- ALTE:RNATES..,•, 83.06 FEES FOR ADDITIONAL SERVICE,,:,, 83,06 PAYMENT EXCLUSIONS ir,;<. B3)57 FEES RESULTING1 RQM PRCIJBC7 SUSPENSION .,,:;. ARTICLE B4 PAYMENTS TO THE CONSULTANT'<: f. _ .,.,;,: 134»01 PAYMENTS GENERALLY.,).,;, ,tr,•..... >.,,,,. t , . ,,,, ... .,.,•,.. _.. E4.022 FOR COMPREHENSIVE BASIC 04.03 BILLING — H RLY RATEfYY,;f . 134v04- PAYMENT FOR ADDITIONALSERVICES&REIMBURSABLE :EXPENSES 3 :.,, ,•,r.,,, B4.04�1 DI DUCfT1ONS .e.f.•:.... t1.• .0 ARTICLE BS 'REIMBURSABLE EXPENSE ,....»...r .20 20 20 30 .30 ..Y. Y. r r.,,•32- ,33 33 E36„02 REIMBURSEMENTS TO THE UB CONSULTANTS 34 ARTICLE B. COMPENSATION FOR REUSE OF FLANS AND SPECIFICATIONS , 36,01. GENERAL ::. .• • 1 •. ,. .t r , SCHEDULE B�1 -WAGE Rr ATIS,SUMMARY Miscellaneous Civil En9iriesritigt Nlsfiric rigineefing, RE O NO, 1243-00.4 CITY O►F`.MIAMI. PARTMENT OF CAPITAL IMPROVEMENTS PROGRAiM PROFESSIONAL SERVICES AGREEMENT Consu Service atcgary Misceilaneous Civil Engineering Services • (RFC No.1 t1 004) taantraotType Miscellanebus.Services Carisultarit Metric En iieerin ,'Inc. ; int Office I-oeatiati 13 40`SW 1 '" Street, Suite 200i IVlisn i, FL 3 18 City Authorization Seeticn 18 $ THIS AGFlZEFJVIENT made this I between THE CITY F IMMIAMlY FLORIDA, h lrio,r hereinafter called the "POnsultant, day of yreinafter RECITAL in the year 2014 by and d the "City,' and .Metric Engineering, A. I he City issUed :a Request for Qualifications ;("RFC ) No. 12-13-004 on November 19, 2012, for the.provislon of Mis ellanecus Civil Engineering Services ("Services„) and the Consultant's' proposal {C'Proposal"), in response thereto, -was selected as one of the most qualifiedfor the provision of said Services. The RFCi and the Proposal are sometimes E ferred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agr"eernent as if sat forth 1rt full,- .WHER AS,. the Pity, through action of the City Manager :and/or the City Commission, as applicable, has selected =the Consultant in accordance with Section 287,255, Florida Statute , consultants' Competitive Negotiation Act), and the applicable provisions of the Pity Procurement` Ordinance, to provid 'The :professional s ivioes s deacrlbed Yterein. WITNES E`f H, that the City and the Consultant, for the oanaiderations herein set.forth,:• a0ree s folio Miscellaneous Civil ncjirie�ing Metric EricjinOering,, 166 PRoSIONALSERVICESAt31 'rv1 NT ARTICLE "i DEFINITIONS 1:01 :Additional Services means FloridaaStatutes and City Code. 1.02 Attachments means the Attachments to thie.Agreernen arid made a part. of this Agreement ee if set forth in full. 'I.03 Base Pee rnearrs the amount of compensation mutually Services; 104 .Basic Services means those services designated as such in 1,06 City Comrtxission means the legislative body of the City of Miami. 1,06 CityMartederrneans the duly appointed• chief`administrative officer of the City of 141 City Or i wner rn`eans the. City of Miami, Florida, a Florida municipal corporation, the public agency which 'is a party hereto end for which thi y Agreement is to be:porformed..IP ell respects hereunder, the City's performance is pursuant bathe •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 enforcernent`_of any rules, regulations, .codes, laws and 'ordirrances`;shall be deemed .to`have occurred pursuant to the ity's authorityas a governmental body and ; hail net be attributable it any mennef to the City jaa a party :to this Agrearrientlhe City, of Miami shall be referred to 'herein as "City"' for:the purposes of this Agreement, `"City„ Without modfication`shall Mean the City•Manager, • 1.08 Community Business Enterprise ("CBE" rneens a business that has registered with the relevant. Miami --Dade County . agencies to .compete for County consulting contracts and has declared,. `try registration for.statisticel purposes, to be a CDC ny Work defined as h 1..09 Consultant Means the individual, partnership; eorpor; combination thereof, of properly registered professional architects, the Agreement to provide professioriai services to the City 110 Contractor means an iindividual, partrersh€p, co combination thereof, which has entered into a, contract wit incidentals thereto. Director means toe Director erf the City Departrrtent designated herein::who has tile authority and responsibility for managing the ::specific project or .projects covered tinder: this Agreement. Unless, otherwise specified herein or in a Work Order, for the purpose.of this Agreement, the Director is the top administrator of the Department of Capital Improvernents Program or designee,, Work Order, secured in compliance With ire expressly' incorporated by reference greed upon for the conibietion of Basic rk:order thin ti association,. joint venture, or any. r engineers, which has entered into association, .joint venture, or any y for construction of City facilities and 1.12 inspector; means an employee of the City or pf :aconsulting firm hired by the City and eesigtied by the City to make observations of_VVork performed by a Contractor; 1. t 3 Notice"to Proceed rriear?s some as "Authorization to .Proceed• " A duly authoried written (ette"r rir directive issued :by the :Director or Project' Manager acknoWledging that all conditions' precedent have been met andfor directing that the Consultant'may begin work en the: Project;- t 14 Prefect Manager s teams' an employee or representative of the City assigned by the •Director to menage and monitor` Work. to be performed tinder this Agreement. and the construction of a project as a direct representative Of the City. Pr ject means the. Construction, alteration and/or repair, arid all services and irioidentale thereto, of ity facility as contemplated and budgeted by the City. The :Project or Projects shall be further defined.:. he Scope Of Services and/or Work order issued pursuant to'this Agreement, Professional Serrrfces means those services within the scope of the practice of architecture, :.. professional engineering, or registered -surveying end Mapping as applicable, es defined by the laws of NElscellarieous';lull Engineering Services [4,1 metric itrigineering,tnc. `RPQ Na:: 004 PRQFESSiONAL SERvi0E8 ACR EMEMT the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper tt c.onnection with his Or her professional employment or practice. These services may be abbreviated herein es "architectural! engineering services" pc "professional services", s applicable, which are within this lefinifiion; 1.47 Risk Admnfraisfrator means the 'City's Risk Manageriient .Administrtor; or` designee, °car the • 1ndivdual named by the City Manager to administer matters:releting `to insurance and rick ef;lloss for the .City. 1:18 Scope of Services orServices means a`corriprehensive descr ptIon of'.th r actiuities, task; design features,.objectfves,.deiiverables and milestones required for the.00niplation bf Project or an assignment with sufficient detail to altow a reasonably accurate estimation Of resources necessary` for its compieticn. 149 .op corrsuitant :moans a parson or organization of,properly registered professional architects, engineers, registered surveyor or. Mapper, .and%ar other professional specialty that has entered into `a written agreement with.,the t onstiltant to furnish specified professional services' for a Projector task. E 2 Wage Rates means the effective direct e•xpense to the•Cortuitant.andl€ir the Sub -Consultant, nn, ah hourty rati~ basis]•the etptoyees in specified professions artd job categories .assigned to provide services under this Agreerrientthat justify and form tt e basis. for prefession=ai fees' regardless bf actual' Manner of compensation: 1 a21 Work means all services, materials and. s •Consulttant.•. .1 22 Work .ordr Means a dricurmer t internal to th professional services for a defined 'Project or Projects. equipment provided .by/or under thi Agreement with 'lhe City authorizing the petforri'tarrce of •specific 1 23 Work r rd r Proposal moons a document prepared by the Consultant,'af the req eat of --the City•for ervides to be provided by the Consultant pn e spealfio phase of a Pro ect. 1 4 Professional Services Ajreern nt (`°4greemenV''. or "PSA!') means this Agreement and ell • attachments and any authorized `amendments thereto. :in the event. of .a•conflict between- the, :Response to' the Request for C ualifications ("RFQ")• and the onsuitantt's response' thereto: the RFOQ will control.'ln the. event of any conflict between •t e The Consultant's response to the >i�l=r , .this i SA will control, frt the event,of.anyconflict between this PSA and its attachrn:ents this PSA wild control. : ARTICLE .I GENERAL CONbITION5 201TiM T'he term of this Agreement:shali be for two (*.years commencing ari the effective. date hereof The City, by action of the City Manager, shall have the option to extend the term for two •(2) additional periods of bite (1) year each, subject to continued satisfactory performance as:oetermined by the Director; ••and to the availability and approopriatiori of funds. City-Coniniisi5ipr -authorization :Of this Agreement includes delegation of authority to the City Manager to alministratively.approve said extensions provided that„the con1pensatien Irrr►its set forth in 2. hot exceede Q4 are od. 2.,Pi 1 ::Exter elon of Expiration e` Dat to the event. the Consultant is engaged in any Project(s) on the iAgiAgreement expiration date, then .this Agreement .shall r rneln in effect unt 1 completion or termination' of said t oject(s)... No new Work tOrderissued afte s shalt tie r the ettpiratloh date. 2>U2 60OPE rP aERVIQES The Consultant-egree to provide the Services as specifically described aril trrider the special tern conditions set forth in Attachment "A" hereto, which by this reference ts'incbrpOrated into and Made of this Agreement, u Is e(lanec�us Civil Engii lptric Engineering; Inc, PROFESSIONAL SERVIO;ES AG .03 "COMPENSATION "Cornoonsation iW.irrt The amount of•compenaatiori payable by the City to the Consultant shall'be a lump "sum or trot tt exceed fee, basad on the rates and .schedules: established in Attachment B hereto, which by this. reference is incorporated into this Agr :eme;ti , provided, however, that in no event shall the arnbunt of compensation exceed five .'hundred thousand dollars ($500,OOO,00) in total over the term of :the Agreement. end any extenslon(s), unless explicitly approved by aotion of the City Commission and put into effect by .written amendment to this Agreement. The City May, at its sole ;discretion use tither compensation methodologies, The City shall .hot, hove any liability nor will thy: Consultant .have any recourse against the City for any parnpensatipn, .payment, reimbursable expenditure, cost or charge beyond the carhpensation limits of this Agreement, as it maybe attended from tirne to time. .63,2 • . Pavrtionts Unless otherwis•e specifically provided in Attachrrfent. 8, payment shall be made in accordance with-. •Florida Statute Chapter 18, part 1 11, Local Government Iiprempt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain su"fficie:ni pie#ally to •constitute a !proper invoice" as defined by .18r72;; Fla, Scat andl to allow la proper audit of erpendrtures, should the City. require one to be performed. If the.Consultant is 'entitled :. to reimbursement of travel expenses, then all •bills 'for travel expenses :sf'ia11 be,.submitted in. .accordance with .Section 112;08 t Florida Statutes:. The Consultant Shell u llize Attachment ". for the'. submission Of invoices, 2 04 COMMUNITY BUSIN SS.' NTERP lS ;{"CBE:"} PARTICIPATION REOLIIREMANTS . Pursuant to City Code :Section 15-87, ail :Proposers must adhere to th following CBE participation requirements per Ordinance .133341. y ` assign a mixr arum of fifteen percent 't15%) of" .the contract value to "firms currently • certified by Mlahif Dade County as a Community Business Enterprise:("CBE"); } P1ada a specifi'e emphasis on utilrzinglocals rnuhicipat boundaries: ARTICLE ,3 PERFORMANCE 3.01 PERFORMANCE AND !DELEGATION it busiteeses• from within the •City' The seNicos to be performed` hereunder shall be ''performed by the Co€isultarit's own."staff, unless otherwise provided. in this Agreement, or approved, in writing by the City, Said approval .shall not be construed as constituting ail agreement between the City and said other porsojl "or firm. 02REMOVAL OF UNSATISFACTORY.PE StJ�IIV L Director or designee May make written request tb the. C onsulltant for the pratnpt rerrtova! grid repiaoerrtertt of any personnel employed or retained; by the :Consultant, or any 'Sub Consulteritfs er subcontractors, or any personnel of.any such Sub Consultants or sub cantraotor engaged by the Comer rant to provide and pertorrrl:ser:Ice s:: ar Work pursuant to the requiremerita of this Agreement, Th"e•Cforisultant shall rr spored to the. City wivithiri fourteen 14) calendar days of rece pt ref :such request "with either the•rerrrovat. and replacement ofuoh, perstinnoi or written jdstrficafiori as tt why .that may not .•occur Ali decisions "(r volvr`ng personnel will be trade by the Cons ittant, S.uoh. request shall solely relate to said employees workr"rig under this Agreerhelt, 0 ; 'CONSULTANT FEY STAFF The parties acknowledge .treat the Consultant was .:selected by the City, in part, on the basis .-of qu Iificat ens of particular toff ldenbfiedin the Consultant`s response to the City's solicitation, hereinafter referred toes 'Key Staff'. The Consultant shall ensure that Key Staff are avatlabie for'�1forK hereunriera long as said Key Staff is lit the Consultant's employ, The Cal suitarit will obtain pritar"written acceptance cif Director iar.deigrtee;to change Key Staff, The CortsuJtant shall provide Director, or designee with such iviisceilanecus Givii Ertgln Metric Enginesrlrig Inc, ices RFC NQ.1 13.004 PR{OFESSIQNAL SERVICE$ AGRW MONT information as . necessary to determine the suitability of proposed new `Key Staff. Director will act reasonabiy in evaluating Key Staff qualifications. Such acceptance "shall net constitute any responsibility or liability for the individual's "ability to perform, 3.04 TIME FOR PERFORMANCE. The Consultant agrees to start all Work here under upon receipt of a 'Notice to .Proceed iseued by the Director and to complete each assignment, task or phase Within the time :stipulated in the. Notice to Proceed. Time is Of the essence with respect to performance of this Agreement, A reasonable ext•ension• of the :time for comp€etion of Various• eSSirgftrienfs, tas•ks .or phases may be "granted •by the City should there be a delay an .the part of. the City iri fulfilling its obligations under" this Agreement as stated herein. •Such extension .of time shall not be cause for -arty claim by the. Consultant for extra corrtper satioh. >_ ARTICLE 4• SUB.CONSULTANTS .:............ 4401 E AL 4:017 ub�Carisuitant,'as defined .;tn Article 1.10 is°a firm that was identified as part of th,e • consulting teach in `iheK cormp.etitrve selection process by which the :Consultant was chow t .to perform the' services,; under 'this Agieemeri_t .and s subh;. is identified and listed in S'eheduie l attachad hereto•and•�uicorporated byreference 04 A Specialty •Sub-Consuftarrt rs a person or organization that has, •with the.consant of th•,. birector, entered lrita a written agreernent.with :the Consultant tra furnrsh' unique and/or specialized profosstonal services nedessary for' a project ar twit. described ••under .Additional Services. Such , Specialty -Sub Consultant shall be in•: addition to those identified in: GheduieA1, 4.02 • SU - ON ULTANIT RELAiiON NIPS Cr2- All services provide+ . by the Sub-:C• onsultants shall be perforrhed pursuant 10 appropriate Written agreements between the •Ci nsultarit am the Sub,Consultarrts, which sha11 coritairi previsions that preserve. and protect the rights of the City under this Agreement, a�-2 i ofit lrlg contained in this Agreement shaft areafe sny ci ntractual or business relationship ,between the City and the Sub -Consultants; The Consultant acknowledges that the Sub7,Consultants ere entirely under his direction, control, supervision, retention and/or discharge.; . •4.0 CHANGES TO i E CONSULTANTS Thew Consuftant shall Holt: add; modify, or. change Written, approval by the Director ar designee. iri re the reasons:ibr any proposed Si.tbstitution, • Alf TICLE 66' •DEFAULT GENERAL -Consultant listed in Sdheduie Al without prior onse trs a Uvr`itten request from. the Consultant stating If the Col suftant fails to cornpiy With any term or condition of this Agreement, pr" fails to perform any of its t piigatioos hereunder, then the Consultant shall be; in . default Upon the •occurrence of a .deteult hereu"rider the C ty, in,additien to a!1 rer edies.auaifable to it by law°, may immediat ly,'upon wr`itten.natiaew to. the Cr nsultarft, terrrittiete this; Agreement whereupon ail peyrhehts, advencas, er other compensation paid byttie City the Consultant while the Cori"stiltant +gas In default shall be immediately returned to the City The Consultant cutler tarsds and agrees that termination of this Agraerrient untiier this section shall het release the •Consultant from a.ny•obhigatian-occruing :prior to the affective. dete.of teri inatiort, in the event of termination due to• default, •in addition to the foregoing, the.Corisultenf shell, bp. liable to _the, City for 011 expenses incurred b•y the :City in prepa•ring end negotiati•ng this Agreement, as well as all casts and expenses incurred ;by. the City -ill the re -procurement. of -the Services, :including consequential. and irir�idental damages Itt the evert. of Default; the City may also :suspend orwithhold reirnbureements• from the Consultant .uritri such timo as the action•s giving rise to•defautt ,lave: boon ctirad . ;0,02 COWDITICNS t F' DPPAULT A finding of Default and subsequent tern)" follgwingr Nliseeilariebus Civil IEngir e Metric engineering, Inc, ering Services tan for cause i ley include, without tin itation, any of the. .02-1 The ,Consultaht fails to obtain, ai licensure, insurance.orbondincg herein required. PROFESSIONALS RV1C55'.AO intain the professional :-engineering ceriifG MENT ;ion J. a,Cl2 The Consultant fails to comply, in a substantial or rri;ateria.l sense, with any Of its duties under this Agreement, with any terms or conditions:eet forth in this Agreement or in arty agre rnent it has With the City, beyond tie specified period allowed to cure such default. 5,02-. ilia Crji sultarlt:fafls to commence the Services within the time provided or contemplated herein, or faits to complete the Work, in a tieriely manner as required by this Agreement::. 5.03 Twig TO CURE DEFAULT, CiRCE �9A Il UR The City through the .Tirector or designee shall provide written notice to the Consultant es to a finding of • default, and the,Consultant shall take ell necessary action to. cure said. default within time:stiriuiated. in said notice, aftar which time the City may terminate the Agreement. The City at its sots discretion,' may etiow additional days to perforrrr-any required cure if the Consuitarit .provides written justificattoi'i deemed. reasonably sufficent..lf the Defauit has,•hot been corrected by the Consultant within the tir'ne specifiedthe A.greernent shalt be automatically terrninatedd on the last day of the time.stipulated In said notice, without the necessity of any further action by the:City,. •houid any such :fa1Iure on the part of the`Consuitant be due to a Condition of erce Meleure as that'tetrn ie interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of.sUch fallttra to perform cr cure. ARTICLE Fi TERIVIIWATION OF AGREEMENT' 6.01 CI Y' .RIG14T TO TERMINATE The City, including the Director. or: designeehas the right to terrriinata this Agreement for any reasari'or. no reason, upon ten (1(9) days' written notice ..Upon termination of this Agreement, all :oharts, sketches, studiea, drawings,, and .other° .documents, including all eloctrotw ,copies related to Work authorized sander this Agreement, whether finished Or riot, must be turned over to the 1 rester ar desig nee. The Consultant obelt be paid in accordance with provisions of :Attachment.:-S.„ provided that .said documentation is turned. over to ::Director or designee within tern (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 dfocumentatien is delivered tothe Director or designees s 0I 4 The Consultant hail have no recourse or remedy from any termination made bythe City except to retain theifeas, and allowable costs or reimbursable expenses ,earned compensation for the :Services ,that was performed :in complete compliance with: the Agreement, as, full I and final settlement of any claim, action, demand,. cost, charge or entitiernent it may have,: orwili, have, against .the its officials yr employees, 6;02 CONSULTANT'S RIt HT TC! TERMIisiATS The Consultant shall have "the right to totrninate this agreement, in writing, fallowing breach by the City„ if` breach of contract has not been • corteoted within sixty (00) days frorri the date of the "City's :receipt of a:; written statement front the Consultant spedifylri; its breach of its duties under this Agreer'rtent;, 543 TERMINATION DU TO UNDISCLOSED LO I YET ! R AGENT • The Consultant warrants that it has not_; employed or retained -any ooritpany it person, other than a bone fide employee vorking solely far the Consultant tra soiio'it or secure this Agreement and that he .or she.has riot aid:or agreed to? a an {� P y ` y persnn,_corripaltiy, corporation,:; Indivtduai, tar firm, other than a bona fide.: employee working solely•forthe Consultant any fee, oomrinicsion, percentage,: gift, or<othar donsideration contingent upon or resulting from the award or:maktng :af this.Agrea rtoht. For the breach or violation of this provision,. the Qity shah have the right to terminate the Agreement without t ability and, at :its discretion, to deduct front the contract price, or otherwise rece�ver, the foil amount of such fee4 commission, percentage, gift, or consideration, Nti$00li9nsaes Civil Engirt Ietrlc Engirieerillg, !no; t$ C tilt No 12-13-004 ;. PROFESSIONALS RVi9ESAGI EIMMENT ARTICLE 7 DOCUMENT AND RECORDS OWNERSHIP OF DOCUMENT. "Ail tracings, plans, drawings, specifications, reaps, computer fibs, :and/or reports prepared br obtained under this Agreernerit, °aa Well es all data collected, together with summaries and charts derived there front, 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 paymentelnede to `the Consultant br tertriinaho'n rif •the'•Agteernent without restriction. r limitation on their use, and:Will be made available; on request, .:to the City at arty tirripduring the performance of such: seivices':.and/or upon cot tpletion. or termination of this Agre+etnent The Consultant:shall not copyright, any material and products or patent any invention developed under. this Agreement. The City snail have the right to Visit. the site for inspection of the Work and the products Of the Consultant at any titre, The Consultant shall be permitted to retain copies, including repreduclble copies, safely for information and reference in c nnection with the Citys use d pceupahcy of the Prpjest 7:02 DELIVERY •:UPON REQUEST EST OR. CANC LLATION Failure of the: Consultant to promptly deliver :ail suety documents, both hard copy and digital, to :the Director or desigt e'Within ten (10) days of cancellation, or within ten (10) days of request by the City, shall ire just cause for the City to withhold paymennt afi any fees due the Consultant until the:Consultant` delivers eli such: coot irnetlts: The Consultant snail have no recourse from these requirements 7.04 REUSE By erry. It is .understood that all Consultant agreements andiot Work Orders fer:new work will include the provis eri- fort he refuse of'plans and speoificatlons, including canstrUct on •drawings, at the City'$ sole: option, and by Virtue of signing this agreement the Consultant agrees to such re-usa in accordance with this provision; without the neeessity,of further approvals, compensation, flea or .documents ;being .required end without recourse for such reuse: •The Consultant, wilt'not be. liabte for reuse by the°'City of plans,. documents. studies, or other data for any purpose other th'an that intended, by. the terms and conditions of this 4 regiment, 7 O4 NONOISQLOSURE Ta the extent allowed by lew, the Consultaft agrees not to divulge, furnish ;or make available to any third person, firm ororganization, without Director or designee's prior Written consent, or unless incident to the proper performance of the Consultant' obligations hereunder,, or in the course of judicial or legislative proceedings where stldh information. has bean properly.subpoerieed, any non -Public: :information concerning the services to. be rendered by the Consultant hereunder, and the :Consultant shall require all of its employees, agents, SubWConsultants, and subcontractors to comely 'with Incprovisions of this, pragraph, 7 05 MAINTENANCE 'RECORDS • The, Consultant wilt keep adequate records.and supporting documentation, 'which Concern or reflect its services :hereunder Recordssubject tothe ;provisions iof the Public Records L.aw, Florida $tattltes Chapter 119, shall be kept in.accordance with the.appllcabla statutes: "Otherwise, the records and .. doctatrtenation'will be retained by the Consultant fora ,rrtin.Irrum ;f three {3) years Ir.e0 the date of termination of this Agreement or the date the .Project is completed, whichever is later, . The Cdy, or ariyF duly authorized agents or representatives t7f the City,. shalt have the right to audit, inspect, �aitd -copy all ;such records and documentation gas often ee they.deem necessary during the peridd of this'Agreement and 'during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business.N ours. Consultant shah additionally comply with Section 1 f 9.0701, 'F,Statutes, Inialudirig without limitation.; ,(1) keep and maintain public records that ordinarily and necessarilylwoulu be required by the, City to perform 'this service, (2) provide the ;public :with eecess to public records on the some terirts ;and conditions as the City would at the cost provided by Chapter110; .Florida Statutes, or as otherwise provided by law 3) ensure that public records that are exempt or confidentii i and exempt from disclosure are not disclosed exopptas authorized py law, (4) meet all requiremerlts for retaining public records and transfer at no cost, to the City all public records in .its possession upon termination of this AgreeMent and destroy any duplicate public records that are exr~mPt or'. confidential and exempt from disclo4ure P liscellarre. nglnsering Servic Metric liQineei'in, Ina. requirements; (5) All electronically store .cornpetibl with the Citys infornmtian tech 1" .0701 Contracts; public records: (1) f`vr purposes of this Section, the teat: "Contractor' means an individual, partnership carperation or business entity that enters into contract. for services with a public agency 'and is acting on behalf of the public agency: as public 'records mu logy systems, PROFEw"SSIQNAL SERVICES AGREEMENT be provided to the pity in a fprtt at provided under *; 11,9,011..(2). .• (b.) "Public agency„ means a state, county, district, au division, btaard, •bureau, commission, or other separate by lawn, (2) in addition to other contract requirements' provided by taw, each pubiic agenoy contract forservices must ins iude a provtsian that rei uiree the contractor to cornpiyy With pubilorecords laws, specifically to:: (a) Keep and aintain :public records that crd nariiy and necessarily would :be required by `the public agency in"ordef iperfOrm the service, (b) Provide the public with access to public.recerds..on the.aarne terms and conditions that the publio.agertcy would provide the records and eta cost -that does not exceed. the cost prov'ldet:Oh this chapter or as otherivise provided bylaw, • (c) Ensure thet,:pubiic records that ere exempt ar cariftdential and oxern disolosure requirennents ere riet:diisciosed except as authorized by (d) Meet all requirements for retaining public records arid :transfer,.• at ne cost, to the pubire , agenoy all public records in. possession r)f tho contractor upon termination of the contract and Iestroy any duplicate public r'eoorde Met •are exornpt er co'nfidential and exempt front public records .disolosure requirements. All records stored electronically must be provided to the public;. agency in a format that is oompatible with the information technology systems of the publio .Agency; ' contractor dads .net ootnply with a public records 'et provisions iin accordance With the contract, • • Ity or. municipal officer Of department,' nit of: government created or established ARTICLE 8 'INDEMNIFICATIONS "The Consuitent shall indernnify, defend, save and :hold herrriless °the City and its officials;: employees and agents (ocllectively referred to, as "'indertnniteesn) and each - �f them from and aggainst all loss, costs, penalties, fines, damages, claims, expenses (including aitorriey's fees) ar'liabrlities (collectively referred to as "liabilities',`) arising out of or resulting from or liri.c6,6nectionith (1) the performance• or • npnperforrrmance of the duties responsrliilities,; standards, servroesF, supplies; materials Arid . eguipnaent oonternpleted ley this Agreement which is directly or indirectly caused,; in whole or in part, by any act, omission, default,•professional errors• ot" omissions) or negligence (Whether active: or . faasslue) of CONSI,ULTANT. or Ifs employees, agernts or cuts. consultants (collectively referrers to •as "Inderniirfying Patties "') regardless of whether it ls, or is afleged to be, caused In whole or part (whether joint, co current..er contributing). by .any, act, omissloh, .default, bresch, or negligerioo : (whether. active or passlye) of •the indemnifying Parties or Indemnrtees, Or •any of them, or (ii} the failures of the CON ULTANT to connply With any of the provisions herein, at (lit) the failure cif the CONSULTANT , car the indem:nitees, if applicable, to conform to statutes, orsilnances, rules. ar other :regulations or requireirtents of any •federal; state, county, or city governmental: -authority.ar agency , pecial district or state school; in ccrtnection with; the granting ,approving Cr performance of this Agr'eerhent, or any Amendment to. •this Agreement, or any actions or: challenges,thet may arise out of this Agreement, as amended, by, as due` to alleged failure .to comply With any applicable :procurement requirements or similar limitations irnposed art such agreements by law,, COI' Sl)LTANT: expressly ogress to; inderrin fy andhold harmless`the inde nnitees, or any 'Of: them, from and against mioell rtaciUs Oivll Engiheerint e Yloes (fit [. Metri`:c Imn sneering, lno. RCiF SSIONAL SCtVIOES AGREEMENT -ail liabilities :which may be asserted by an •employee ar former employee of CQNSULTANT or any of its subcontractors, ss providad above, for which the CONSULTANT 's liability to such enipioyee et former employee would otherwise be Iitnited to payments tinder state .Worker's Compensation or •$imilar "taws., This section hal! be entetpret.ed and construed iri .a Manner to: comply with 'any applicable` Florida•Statutes, including, without I tlteflori, Secteons Version A. 725,06: and If applicable, Severability shall apply to each sentence Of this, section. This indemnification shall survive the canoellation or expirati n cif theAgreern.ent. The Corisultarit shall require all ub'Consultant agreements to inciUde a prdvislbn that they` will•. indemnify the City. 'The Cornstiltant.agrees and recognizes that the City shell not be held liable or responsible for any :claims which may result from any actions or trnissions of the CONSULTANT in which the City participated: either.,through review orconcu`rrence of the Consultant's -actions:; In reviewing, approving or rejecting any submissions by the COnstiltonfor. Other acts of the Consultant, the City • ;in 'no way assumes ,or shares,any responsibility or liability of the Consultant or :Sub Consultant under this Agreement,_ • Tan dollars ($10) Of the payments trtade by the city Constit,te separate., distinct, and ii dependen onsideration for the granting of.thls Indetrrrtrficatieei, the recelpt.arid sufficiencywhich iis.votulltarily: aril knowingly acknowiedgad by the Consultant: ARTICLE 9 :INSURANCE The Consultant _ shall not start Services under insurance required hereunder and the Ci y'.s Ris Lot COMPANiSS PROVIiDiNC COVERAGE this Agreement until the Consufant ha Ivlaneget has approved stach:`insurance,• tbtained all Ali irisurarice policies shall be issued byycompanies authorized.to do business under ti e-laws of the State of Florida: and satisfactory to the Risk Administrator All oorpenies shall have a Florida resident agenit and be rated at least A(X), as per Best Company's Key Rating Guide, latest edition, 9.02 'VERIFICATION OF INSURANCE COVIrRAGrr The Consultant shall.furnish certificates of insurance "to tho.'Risk Administrator for review and approval prior to :the eecution ef:this Agreement, The Certificates shall clearly indicate that the Consultant has . obtained insurance of the type, amountend .classification required by these provislons, in ekcess of any pending claims at thetime of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating es identified heroin for the loth.). this contract. The Consultant shallprovide written notice to the C•ity's Departrnent of Risk Management of ariy material, ohange, oanceliation andlor notice Of nern-renewal.of the insurance within 30 days of:the change. The Consultant shell -furnish bopiea of insurance .:police Adrinistrator within ten (10) days of written! request. 9-, }3 FORMS OFCOV RAG 9.o 1' Cr3M:MERCIAL0eNEI L'-LIASIL TY AND AUTOMOBILE LIABILITY :' 1 he Consultant shall.meintairn corhrhorciai gerreral?IIaEallCty coverage with limits• Of. et least $t0b0,D00 pet Occurrernce,' $2 00O,000 aggregate for bodily inju'"ry ai d pror erty 'damage. The coverage shut!: include Pnimises and operations, :Contingent end Contractual Liability, and Products and `:Completed Operations,. with add tional endorsements as applicable, The coverage shall. be written :on a prithary and non contributory. basis with the City,listed as an additional insUred as:refiectecl.by endorsement CG .010 111/85 or its• equivalence. Notice of canoeliation .should head (0) days! 010)- .days :for. nohpayinent: 0,03.2 BUSINo S AUTOMOBILE. The Con--sultant.shall provide business automiobile .tabiihty.cavetage including coovetage fot all owned,:: hired Oct nor owned autos with a minirnaf -combined slncgre limit of 1,000,000. n aming the' City ae;an additional insured with respect to this coverage, Notice of Cancellation' should read (00) „days/ (.10) days for nonpayr'nent. Misrellena us Civil Erig e Metric f=r girreetir g, lino: • RFC,1No i2,-93` ip4'. •PROFESSIONAL SERVICES AGREEMENT O3 3 PROFESSIONAL LIABILITY INSURANCE The 'Consultant shall maintain Professional Liability Insurance including Errors and Omisstons' coverage in the minimum amount of -$1,000,000 ;par claim, .$1,000,000 aggregate providing for all surds which the Consultant shalt be legally obligated to pay es dernages for claims arising out of the services performed by the Consultant Or any person employed by the Consultant in conneGtlan *with this Agreement, This insurance shall be Maintained 'for.at least, one year after completion bf the construction and acceptance of any project covered by this Agreement,. 9.03.4 WORKERS COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation insurance in co Chapter 440, as arriended, and Ernployee's Liability with mini occurrence: SUB -CONSULTANT COMPLIANCY The . Consultant shall ensure. .that requirements: glance with Florida Sti* um limit of .$500,000 ;h. It iSyb-consultants cot ply with these sarme insurance 9n04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee, reserves the right to require modifications, increases:, or changes in the required insurance requirements coverage, deductibles: or other insurance obligations by providing_ a thirty (30) day written': notice to the.Consultsnt in accordance with 1006 herein. The Consultant shall comply witi`t such requests .unless the insurance coverage to not then readily evadable in the national market; :arid .may request additional consideration from the City accornpanied" by; justification. ARTICLE 10 MISCELLANEOUS AUDIT RIGHTS The City reserves the right tb audit the Consultant's accounts during the performance, of this Agreement and for three (3) years Offer final payment tinder this Agreement. The:Cbnsultent egrses. to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. , The inspection arid audit provisions provided for City contracts sot forth in g10-101 end § 102, City Code, era applicable to this Agreement and are deemed as being .incorporated by reference herein. 10 02 ENTIRE AGREEMENT This •Agreement,: as it may be arnended from time to time, represents the entire and integrated agr'eerne between' the City and the Consultant and supersedes . ail prior negotiations, represeftations or agreements, wr"ittert or ::oral. This Agreement may not be .artiended, changed, modified, or otherwise altered in -any respect, et any time after he exscutio`n hereof, ecceptby a written :document executed with the sarn:e formality and equal dignity herewith. `Waiver by either party ofa breach of any prevision of thi>: Agreement shad not be deemed to be;a waiver<of any either breach of any prevision of this Agreement 10 03 .. SUCCESSORS AND. A SIGN The performance of this Agreement shall not be transferred; pledged, sold, delegated or assigned, whole or fin part, by .the Consultant without the w.ritteri consent of the City, adting by and through its City Corntnission. It IS understood that .a ,sale of the majority pf the Mock or partnership ebpresi of the Consultant,,a merger or bulk sale, an assignment for the. benefit of creditors shall each be:deerned transactions that would constitute an assignment or sate hereunder roclulhino prior City approval The Ccnsultantta .services are unique.in nature and Deny essignmert , sale transference without.:City Commission approval shall be cause for the City to cancel this Agreement: :The OnStiltant:shal1 have no recourse from such cancellation. The City may require bondingT other``security, certified :financial statements and tax JettirnS from any proposed Assignee and 'the execution of an Assignmentf Assumption Agreeirtent:1h a form satisfactory to the City Attorney as a oond tlon precedent ter considering approval of an assignment; Miscellaneous'tivil Fridin 'Mletric.Ertgine0ring,, Inca. ring Services lie j . RFQ04 The Consultant and the City each binds ono:another, their partners,: succesaors,.lag.l.representatives and authorized assigns tc the rather party of this Agreement and to the partners, successors, lee ' representatives end assigns of.such patty in respeotto ail covenants of this Agreement, 40.04 TRPTEi4 N•.;Ne OT•IATION CERT,MATE. in cornpliance with the Consultant's. t ornpetitive Negotiation Act; for any Project tb be camponseted under the Lump Cum method, the Consultartt shall certify that wage rates .;arid .other factual unit costs • supporting the compensation pre :accurate, complete, and current at the time: of t'letice to Proceed. The original project price -.and any addition therefawin be adjusted ttx exclude any significant sums by which 11e City determines the project Price was increased due to inaccurate, incomplete er non=current wage fates and other: factual unit dots: All such price. sdjustments.Will be :made within ogle (1) year fotlowing the grid of the Project, 10,65 APPL1CAGLE LAW Aft). ilENU OF LITIGATION This agreement shall be interpreted and construed in accordance with and ;governed by the: taws of the State of Floride Any stilt or action brought by any party, coricerning.thia agreer€ment, or arising out of this agreement, shalt be brought in Miami -[fade County, Florida: each party shall bear its own attorney t fees except irY actions arlsin:out of the Consultant's duties to indemnify the Cityunder b where the Consultant shall pay the City's reasonable attorneys fees 40,.0$ NOTICS Whenever either party desires' to give notice unto the othet, such notice .must be In writing,. sent ,by registered United States mail, return receipt requested addressed to the patty for r`ihom it iteloterid.ed at the pike' last :specified, and the place for gving of notice :shall remain such until' tt •shell have been changed by written notice in corrmllente with the, provisions tf this paragraph: For the preent,-the parties designete the following as the .respective Paces for giving Of notice; FOR City of Miarrtl: Marti penoii, I Director City of Mierml Capital Improvements-Prograrrt (Cliff) 444W."Ave„As'hl Miami, Florida 33 3o Jeovanny'i odriguez, Assistant Director C"rty of Mierni Capital 1mproverrients Pro tarn (CIR) 444 S,iN, end Ave., stt, Fl.:r`. Miami, l bride3ia0 For i✓onsuttant: Robert Linares, ).'P.. Senior Vice president. Metric .Engineering, lace 13940 SW 130'r` Street, Suite.200 Miami, Ft. 3.3186 0,07 I T R R TATIOf The language of this Agreernent has bean agreed to by both.'parties to express their mutual Intent and no rifle of strict conStruation shall be applied against either party hereto. The headings contained In this Agreeti-lent are Efo.r,reforenoe purposesonly and shall:not .affect in any way: the meaning or Interpretatlen of this Agreement. All personat preticuris usedin this Agreement shail include the other gender; and the singular shall jncludeathe plural, and vice verse, unless .tile ;context otherwise requires Terms such as "herein,"" "hereof," =hereunder/' and °hereinafter`' refer 'to:: this ,Agreernont as a whale and not to any perticutar.sentence, paragraph, -or sactlon whore they appear, Unless the context, otherwise requires. Whenever reference is Made to a Section or Article of this`Agreernent .sut:h reference is tO the Section Or Miscellaneous Civil Engineering services' Metric Engineering, Inc, rAi. ERVIcEs AGREiM N Article OS e whole, Including all of the subsec ions of such Section, uriless the refi terrce .is :rnede ter a partioular subseetlon or subparagraph of such Section: or Article.. 10.0$ JC}lNT PApPAF ATION Preparation of this Agreement has .been a joint effort of the City and the Consultant aid the resulting document shall not, solely as a matter ofjudicial construction, be construednore severely against one of. the parties than any other, 10,,09 PRIORITY OF P,RQVISION if there. Ise conflict or inconsistency"between any term, staterhant, reqdireinent, or pro~yislon ofany exhibit attached hereto, any 'document or events:. referred to herein, or any ,document Incorporated into this Agreernent.by referenceand a term, statement, rm equireent, or provision of this Agreement, the term; statement, requirement; or provision contained t this Agreement shall. prevail and' e given effect,_ 1ii I iPb• lATlON ,WAIVER OE JURY" TRIAL Ire: an. effort to engage in.!pooperative effort to resolvo conflict which may arise during the course of'the: design and for construction of the subject proje t(s), and/or following the completion of 1,I)ai prajez ts(s), the parties to this Agreement "agree ail disputes between there shall be submitted to non binding mediation, prior to the rnitiation trf. litigation, unless otherwise agreed "ire writing by the "parties. A certified "Mediator, whr the parties fired ntutuaily.acceptable, will conduct any Mediation Proceedings ire Miarni�Gade County, State crf Florida, The partres will spill the costs of a certified mediator on a "5ti/50 basis . The crrneultent ; agrees to include such similar corttraot :pravlsions. with all Sub -Consultants and/or independent contractor's and/car the Consultants retained for the projeot(s},.thereby providing for +rare binding mediation as the :primary rr echariis•rri for dispute "resolution. Eaoh;party w.ili bear" theirowri attorneys fees,. Ire are effort to e<pedite the conclusion of any litigation the parties vbldnterily waive their right to jury trial or. to file:permissive couriterclaims in any acttdn arising ander this:Agreerriant 10.41 TIME Trite isf the essence.n this Agreement.. 101 lP CQ L1ANCE WITH LAWS The Consultant shall ,comply With all applicable laws, codes, rardinanoes, rules, :regulations :and. resolutions including, without lirnitatipn,lthe Americans with C "Isabiiities Act".( ADA"j, as amended, arid ell. applicable "guidelines"arid standards in performing its duties, responsibilities, anti abllgatloris"related to: tails Agreernerit. The: Consultantreprosents and warrants that' there shall be no uplawful discrimination ae provided b'y taw in connection with the performance .of this agreernerit " Non-Disorithinatlon "rhe City warrants and represents that it Boas notand will notengage in diseriminatory.practicos>and that there shall be no tfilserrmirrdt vri Ira coitnectlorr with the Consultant"s performance under this Agreement an ;erne rnt of rate, i;ol'or, sex, religion, age,,:` handicap, marital status or national origin". The `Consultant further covenants that nee otherwise ctulified indivibual:shall, solely by.reason of his/her race, color, sex, religion, ode, handicap, .+marital Status or net`loriat ori.giri, be e) chided fr'oin • participation in, • be denied services,, orb <siibjeot to discrlrninatiori under eriy provision of :this Agreement: { ,.18HA'COMPLIAt�CE: The Consultant warrants that it.w.ili.00irr.pl.y with all;safety:precautions as: required` by federal, state o local laws, rules, regulations arid ordinances. ' "iha City reserves the right to" refuse the Consultant. access to c ity property, including project: jobsites, If .the .Consultant. employees are (rot properly equipped with safety gear irr accordance with OSHA regulations or if a continuing pattern of hall- compliance with sefety reg%ilatioris'is exhibited by #.he Consultant; 110:.1 - ADA COMP :IANCI The Consultant shall affirmatively oorrrply. e 'p with. ail ,applicablrovisions of the. Arnericarts With Disabilities Aot ("AI tAn) in the course of providing any work, labor or servioes:funded by the _pity, including Titles .i & II of the ADA' (regarding nondiscrimination on the basis of (1isab lity} and all Mrscellarisous Civil Engineering services` Metric Errgineeririg,.Inc [14 iRFQ Na 12-13-004` applicable regulations;:guidelines and stand, stepe to -insure nondiscrimination in employm 10,1 -uc PARTNERSHIP PROFES, ONAL SERVICE AORF rds, AdditionOliyy-the P0rlsuitat t shall take afflrrnat v nt 'of disabled persons. The Consultant is an independent aontrector. This Agreement does not create a.joint venture, Partnership or other business enterprise between the p roes. The Consultant has no authority to bind the City to any promise, idebt, default, Or undertaking of the Consultant, 10,14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the _City or decisions of the City shall be within the exercise of the reasonable professional` discretion of the Director or the .erector's authorized designee; 10.1E RESOLUTION O CONTRACT Dt$PUTES: 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 resotuti n In the following manner.. The initiaE step shall be for the.Certsuitant to notify the Project Manager in. submit a copy to`,the City.of Mardi personnel identified .ln,Article.10:06, Noticet. Should the .Consultant and the Project .`Manager fail to resolvo the dispute the. Consultant shall submit their dlapute in writing, with all supporting dooUmentation, to the. Assistant Director -Contracts, as identified in Article 10 06 Natives: UpoiVreceipt: of said notification the Assistant DirectorContracts Shell ,review the issues relative to the dispute and Utile a Written finding. • Should the:Consultant and •the Assistant Director -Contracts fail to resolve the dispute the Consultant shall; subunit. their dispute rr writingcalendar days to the Director Failure to i ubrnit each:appeal of the written finding Ethall.; constitute acceptance ithe finding.by the _Consult'ant Upon receipt of said notification the Director shall review the :lssues relative to the,disputs rid "issue a written finding `rhe Corisultarit must submit any furthei appeal in writing t�vtth n five celender days fathe City Manager: Faitur`e to scibmit such appeal Of the written finding shall constitute acceptance of•. the finding by the consultant Appeal to•the city Manager for Weiner resolution, is required prior to the Consultant .being entitled to seek judicial relief • In connection therewith Choutd the amount of •cortipensattcri hereunder exceed $500,000.00, the City Manager's decision shall: be approved or disapproved by Gity Comniissiorr, The Constiitant shell not be entitled to seek judicial relief •uniesa; (i) it has first received :City Managers written •decision, approved by City Commission if applicable (it) :a period°of sixty (60) days has: expiredafter •subs itting to the:city Manager a detailed statement of the.dlspute, accompanied by all supporting documentation,• or period cif 0.0) days has' expired where.the City Manager°s decision is sirbfectfa City Comnuiss on approver or !DO: The City has Waived <<complianee With the procedure .set forth dirt this section by w instrument(s") signed by the City Manager• 10.16 *INDEPENDENT`CCNTMOTOR: The Consultant has .been procured .and is :being .engaged to provide services to :the city as an tridependent oentractor, and not es an agent orernployee of the .City: Aocordirigly, the Consultant shali riot attain, nor be entitled to, a.ny rights`car.benefits..unider `the:civil Service orPension Ordinances of the City, not any rights generally afforded classified or unclassified employees; The Consultant further understands •that Florida: WorkersCor rpensatton benefits avaliabte•to employeesof the..Ctty ere.not available to the .Consultant, and agroes to provide workers"•compensation: insurance for any employee or agent of the .Consultant rendering servideS to the City underthis Agreement:. • 1M CONTINGP lutiadelieneoUs Civil i nineering Metric Engineerin .Inc: 61 liFQ No i213•Qii64 PROP $Ir NAL SERV10ES AGREEMENT Fundirlg for this Agreement is contingent on the avallability of funds and continued .autho:rizatiort for program ;activities and the Agreement is subject to amendment or termination due to lack of funds, reduction :ef funds and/or change in regulations,upon thirty (30) days notice. 10.1$' THIRD PARTY .$ENEFI IARY: The Consultant and the Qity 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. Misoellaneous Civil Enginooring Services Metricriginaering, lnc. RFQ;No. .12 13-Q04 Ann- ridar° yea IN WITNESS WHEREOF, the pattle above written. 1NITN SS/ATT ST: y Perez 1 Set Print Name, 'Title. ATTEST: Consultant Seeretary (Affirm Consultant Seat, if available) ATTEST: APPROVE REQUIRE Misceilaneous civil Engineering Services 'Metric Engineering, lrao. PROFESSIONAL SERVICES AGREEMENT executed this Agreement Sigma re s of the day and Victor M. Benitez, yE 1 president *- Print Name, Title ofAutherized Officer or Offiwal (Corporate Seal) C(TY OF MIAMI,' a municipal corporation State of Florida [171 ORM AND'. ity Attorney the RC=O No. 04 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (iF CORPORATION) i HEREBY CERTIFY that at a meeting of the Board of Directors of Metric Engineering, Inc. , a corpora 1 orgarilz d existip urtdor the laws of the State of Florida< , held on th day of 'a resolution was duly passed and adopted authorizing (Name) Victor:lvl. Benitez, P.E as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation: further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, l have hereunto set my hand this. 0 Secret Print Harney Perez CERTIFICATEOF AUTHORITY (IF PARTNERSHIP) HEREBY CERTIFY that at a meeting of the Board .:of Directors , a partnership organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute 'agreements on behalf ofthe partnership and provides that his/her execution: thereof, attested by a partner, shall be the official act and deed of the partnership. Ifut 2C r certify that said partnership agreement remains ri full force 'and effect: IN WITNESS WHEkEOF, 1 have hereunto set My hand this v , day of Partner° Print: Na d address of partners` Wild Street AddresS: City... State Miscelianeatus Civil Engineering Services Metric Engineering, Inc, RFQ Na,12-13-DD4 PROFESSIONAL SERVICES AGREEMENT 'CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint "venture agreement: each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY. (IF INt IVtbUAL.) I HEREBY CERTIFY that; I (Name) business as (d/b/a) execute_and am bound by the terms of the Agreement t( whidh'this atti IN WITNESS WH REOF. I have hereunto set nyhand this day •Of Signed& Print, individually and doing (If Applicable) have station is attached. } 9 NOTAI IZATIO:N STATE OF COUNTY OF The foregoing instrument'. 20 by known to me or who has produced (did./ did not) take an oath. )` SS: )_ acknowledged before tyre SIGNATURE OF NOTARY PULI STATE or FLORIDA PRINTED, STAMPED: OR' TYPED ,NAME OF NOTARY PUBLIC this . day of . who is personally identification and who MI ceilan?oUs Civil Envins ring Services 1791; RFQ. No.2 1 00A Metric E:gineer'ing, Ina,, 5510NAL SE VIC S AGREEMENT ATTACHMENT NT A _ SCOPE OF WORK ARTICLE Al OENERAL :Errgineering Services shail include, but are not, limited to, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geatechnical,. options: evaluations, pubilc meetings, detailed assessments and recornrrmndations, oast :estimates,;. opinions :of probable construction cost, review "Of Work prepared by Sub-consuitants and other consultants, field investigations acid iobsetvationk post. design services, construction administration, and other related Services as needed to complete the Project: Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant .was. Setected in accordance with Section' 287,055 'Florida Statutes .as amended, Consultants': Competitive NegetlationsAd (CCNA). A't.b1 SCOPE:cF SERVICES Tho Consultant agrees to provide conriprehensive Professional Services in accordance with ail applicable law, 'b41Iding and environmental regulations, including the ;Florida Building Code and the City Of Miarni, Ple"rida, Code of OrPitiances, and as sat forth in this Agreement and further. enumerated in a Work .Order; Consultant may be required to perform all or some of the services presented irk this Agreement,. depending On the needs of.the City far the Project, Consultant shall furnish, as basic Services, comprehensive civil engineering professionalservlees for the Project.. The Project shall include roadway.. reconstruction or r surfac'ing, drainage improvan eats, ;storm. Water rnanagen eat, swala restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping, Verification of. City's Pavement Analysis Report within the project :area; digitally_ record :existing:;conditions, in the Project area, research 311 calls for various complaints, and any :s.irvey, .geotechniryal arnd utility' coordination. required to produce complete sets of signed and :sealed construction documents, specifications and estimate of probable construction costs for Work. The City will phase the. Work required to complete the Project so that the Project is designed and constructed in the `most logical, efficient, and cost effective meaner. The Consultant shall be directed to proceed with each phase, of. the Project through the use ofWork;�Qrders Proposals and Work Orders; When O P. has determined that a specific phase of the Project le: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 Constlltarit and Director_ er designee, and :otherei. 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 Proposat following the format ,provided by the iOity, indicating the proposed Scope of Services,•time of performance, staffing, .proposed fees, °Sub Consultants, and deliverable items andier document; The Director:Or designee may accept:; the Work Order Proposal as submitted, reject the Work Order Proposal;, or ,negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order proposal CiP will prepare a Work Order that will be reviewed by CIP staff end thie Director or designee, Upon approval GIP will issuea written Notice to Proceed subsequent to approval of theW'otk Order by the Directorordesignee: AR11OI; A2 BASIC SERVICES nsultant agrees to,provide complete Civil Engineering services as set forth in the tasks:.enurnereted hereinafter, in accordance with the Florida Building Code, Latest edition, all federal, state, county end 'City 7; Florida, •saws,: Codes and Ordinances. Consultant shall maintain an adequate staff` of qualified rsonnel on' the Work at all times to ensure its performance es specified in the Agreement, ORK ORDERS A1.02-1 PROCEDURE Miscellaneou•s Civil Engineering Services • Metric Engineering, Inc: RFC. No. 12-13-004 PROFESSIONAL 8ERVIOES AGREEMENT Consultant shall :Subritit, one (1) electronio set of .ail documents and seven (7) copies of documents required under Article A2, Without additional charge, for review and approval by City, Consultant shall not proceed with the next task of the Work until the .documents :have been approved; in writing, 'by City, and an Authorization to proceed with the next task has been issued qy City.. Consultant is sofelyt responsible for the technical accuracy and quality of their Work. Consultant shall, perform ail Work in compliance With Florida Administrative Code Rule 31 G15-19.001(4) and : Section 71933(1) (g) of the. Florida Statutess, Consultant shall perforrn due diligence, in accordance " with best industry`:practices, iri gathering :information and inspecting a.loroject site prior to `the. cornmence ent of design. Consultant -shall .be responsible for the professionsl quality, technical accuracy and coordination I -of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement, Consultant shall, :Witheut additional ompensation, correct or revise any errors, omissions, arisi/dr .deficiencies' in its designs, drawings, specification or other Services. C nsultenf shall" eiso be liable for: claims for delay casts, and eriy increased crests in construction, including but not 'lirnited :to additional work, demolition of existing work, rework,. etc'., resulting froirl. any errors, omissions; andtor deficiencies in its designs, drawings,. specification.orother Services: •A2.01 fEVELOPMENT QF.OBJECTIVES.` A2.01-1 Consultant shalt confer..Wiith representatives of: City, the Project Manager, and .other ju •agencies to develop :several options for hew the various elements of the project will b acid cortstriucted. A2.O1.2' A2.( nal. d Consultant shall., tttiiii:rtig a compilation of available docurnentation, confer with representatives of City, the Project. Manager, and rather jurisdictional agencies In order to comprehensiveiy"identfy aspects Of the completed facility program that rimy require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity o•f scope, the' items that need, further development will be called Conoeptuals and the retriairiing items Will be Gelled Designs, Consultant shall prepare written descriptions of .th ;presentations .tomultiple groups explaining alter*'' to support the presentation rnateriais: A2.01-4 various options and _shall participate" in options.`Gufficient detail shall be provided Consultant shall hire the appropriate sula-contrector to provide Civii.Ergrneering services which ,.are not in-house, Surveys shall include the location of all site structures including all utility structures" and facilities; Consultant shall also engage a soil testing fired to perform soli borings and other tests required for new construction work. The extent to which this Work will be heeded ;shall tie based an the surveying end toll borings performed Previously by the.City. `Cost.gf the. surveyor grid soil "engineering firm .shall be billed as reimbursable expanses A2.02 .ANAL\'TIQAL REVIEW Verification of the City's Pavement Analysis 'Report with"in the Project ar conditions in the Prrjeet;araa, research'311 cabs' for various complaints and digitolly "record project arcs during significant rain events ea, Digitally record existing especially drain ge complaints A2,03 SCHEIUMATLC D SI N A2MM34.Reconrztended'Coiirs.e of ActPh Cctristtktailt shall prepare -and.. present:, in writing, for approval by the Project Manager, a 'i eccmmended Course of. Action (RCA) for°=:the areaacamprisinicj the Project, The RCA shell lnoludei but is not iirriited to _ 1 Street flame and limits, isceileneoris civil tEngineering.Sarvicss 121 i' Metric Engineering, Inc._ RFQ No. 12-13-904 FROFES I.O!AI. . ;VICES AGREEMENT . Recommended remediation efforts to bring the subject street as outlined In the Citywide Pavement Analysis Survey A detailed cot :estimate for design and construction that would be upgraded from poor to at least good. 4, A design and construction schedule forthe recommended A2.04 DESIGN I3EVELOPMENT From the approved RCA, Consultant shall prepare and preient.the following 'in° writing; 1, the design parameter to be Used for eachstreet', being unproved (re, reconstructio and tesurfac ng) eto.) 2, The subtrrittal regplrernents for each :street 3 `The final cost estirrtatefor design and construction A2.05 OONSTlitlOTION DOCUMENTS Frorn the appr-eVresign )development fldeumerits, Consultant shalt :prepare for •written approval by • City,, Final` Construction , Documents :tatting forth lall design drawings and speeificatrons needed to uo"mpr se . fully: biddable, perrnittable. constructible (roject._ • Consultant shalll produce 3Q.°la,. ,0. 90 and Final Construction •C ocurrtents for review :and approval by City, which shall inelude.tho followiintg: • 1 l A drawing cover sheet listing an index of all number of drawings by each discipline, lrawings not included. rithe 0%, 60%,:90%.and Final review shall bo noted.:ConsuRant shall attach en index of all anticipated drawing sheets necessaary to fully define. the Project .2, The updated Project pevelopment •Schedul"e .to'iriclude en outline of major construction milestone activities. end.the .recommended construction duration period in calendar days, • 3. An;updated-Statement of Probable Construction Cost in C$i form 4. •Consultant :may wisp -be authorized to include irr the:Scn;atruction. Doourments approved additive and/or deductive alternate bid items, to. permit City to award a Construction "Contract within the litmmit:of the budgeted: amount. 5. A Project Speelfleations index and Project Mantra! With at least 30%, 6O%, 906.A. and Final of • the- .Speciflcatioris-coniplete . Consultant •shall include, ;and will be paid'for, City -requested alternates outside of;" the established ,Project •:scope. or that are net constructed due to a lack of funds, NO fee will be ,paid by City in connection With alternates required by the faiiuro:of Consultant to design the Project within the Fred Omit of Construction Cost, 7 Consultant shah provide air index.'Of all ".submittals required by :the Contractor that clearly •l lentifies sutarr►ittais,:far which the Contractor shafl'be re ponsibie°ft r design • 8, Consultant :shall .submit the peolai or,auppiernontai "terrns and conditions separet technical specifications,. 9. Consultant shall not proceed with further construction daoument development until approvai of the $O% documents is received in Writing from Gray. Approval by City shall be' for progress only and dikes not relieve Consultant Of its responsibilities and liabilities relative tp code compliance Eartd 'tother covenants contained in this Agreement, rConsuitant:shali resolve all questions indicated an the.dozruments :and make all changes to* the documents.iio ttsary in response to the review oonimnentery. The 30°la Docurnents review (check) set anal! be returned to City upon subn110.sion of 6O% complete Construction'Docurrtents and Gan;kt(tant shall provide an appropriate response }t all review .comments noted 'on these previously •submitted docuMentsf • Of the Seven(7) ceps to be provided, the Consultant:shall submit four (4) full size copiss of the drawings and.specifications, and. one digital copy in".pdf format the number of streets that miscellaneous Civil Engineering Service IVIetric Engineering, Inc t22 i AFC :No: 12-13-004 'PROFESS{ ONAL SERVICES AGREEMENT Maximum Cot Limit • Prior to .authorizing the Consultant to proceed with prepare ion of Construction Document lDeveloprnent, the City shall establish and communicate to the 'Consultant, a itraximiiin SUM-fot. the cost cf depatruction, of the :Project (" Maitimum Cost Limit°}. If the City has hotadvertisedfor bids within 'ninety (90) days after the Consultant submits the Final CDesigh to the City ihe.estimate • of the cast of construction shall be adjusted by Consultant,. Notwithstanding anything above to: the contrary the City May ;require the Consultant to revise end modify Construction Documents and assist. in' the rebidding of the Mirk at no additional -costar fee to the City: if all •responsive and resporisible.bids received exoeed ten ('O%) percent of; the Maximuixr•Cost Llrriit.• A2,05-2 Dry Run• Permitting The Co sultant shall file and follow up for approval of hullding'permits at th• e •earliest practicable time during • the '.performance of the Work, for approval by City, County •State "and/or Federal authorities having jurisdiction overthe Pr.ojeot by law or oontract with the City; aiid shall assist ln' obtaining •any •.such applicable •certifications ;of permit approval :by such =authorities prior to • approvaai. by CiP of the firial set and printing ofthe Construction Documents. The. Consultant.shail promptly, ;at any time during the performance of the Work hereunder, advise the City of any • substantial•lnoreeses in ,costs .•set forth In the Statement of Probable Construction •Cost that it the opinion•of the Consultant is caused by the. requirerrierit(s) of such Upon completion of dry run ,permittirkg, •`Consultant•shelI provide as part of the soveri (7) copies to be•submitted five (5,) ,foil size seated copies of: the"drawings and specifications. Consultant shall also provide `digital versions lit' the drawings irr .dwcl, ,pit, ono pdf formats, The specification additional terms and conditions shall be d provided in both .pdf and .oe formats. A2,06 BIDDDING AND AWARI3 OF CONTRACT A2:06,1 Did Doc.umer>ts.Approvals and Printing Upon obtaining ,all necessary approvals of the Construction ocuments from •authorities having • jurisdiction, • and .acceptance :by the City of the 100% Construction tiocurnents and latest Statement of Probabta Construction Cost, the Consultant shall assist the City in obtaining bids end .preparing and awarding the. Construction contract. The City, for bidding purposes, Will have • the bid docurnerits printed, dr at its owii discretion, may authorize such printing as a reimbursable . - eervicetd the Consultant.• A2,O6'2 issuance rrf Bird Documents, Addenda and Bid 0kpenii , 1 The;City shall issue: the Bid ,IDocun tints to prospective bidders anal Keep e complete•List i3f ildd'ers: 2.. The Consultant shall assist the City in the preparation of responses to questions if any are requited during the bidding period, All. ddendum .ar clarifications, or responses she be issued by tie City. 3 the Cohsuitant shall, prepare revisal plans, if any are required, for the City to issue t ,ati • prospective bidders,; 4 The City Will schedule:a "Pre-FBid lvteeti • Consu•ltant.sh•all'atterid all any pre bid m at such rneetings: The Consultant will be present at the .d gb't d A2.,0:6,Z Bid' Evaluation acid Award •T'ho Consultant shall assist the City in evalivatlon of bids, determii lncg the responsiveness of Pitts and the, preparation of documents for Award Of a contract, If the lowest responsive Base Bid received exceeos the Tr tal Allocated 1 unds for Construation, the City rhay: Approve an:'increeee in the Project Cost and award'a Contract, Reject ell bids and re bid the Project within a reasonable.tirne with no change.in :the Project oradditional compensation to the.Consiiltart; • • Direct the Consultant to revise the•soope and//or quality of constructio ►; and rebid the Project: 'The ;Consultant shall, without additional cornpensatioh, modify the Construction iJocuments as necessary to bring the Probable Construction Cost based on such revisions within the total Authorized Gonstruotion Budget. the City may exercise such.option Whore the bid price meet Miscellaneous Civil Engine Metric Engineering, Inc. bi ng" oh en as .needed . basis, .for the Project. The and 'requra;attendance:of Sub -Consultants npefin regtieste by the City.,; RFQ No, t2'-13.004 FI SIGNAL RVIOES AGREEMENt exceeds 1 O% of the Fixed •Construction Budget provided .to the Consultant and :as 'may bs modified by the City and the Consultant prier to soliciting burls, • 4, Suspend, cancel or abandon the P:rQjeet. NOT": Under item 3 above the; Consultant shall, withdut additional cornperlsation rndify the Construction Documents as necessary :to bring the Probable Construction Cost within the budgeted •arnount. A2.O7;APMtNMSTRATION OF THE CO$STRUCTIQN CONTRACT A2 07= The Construction Phase will begin with the issuanceof •e Notice to .Proceed (NTP) and will ;end :when the Consultant has provided to the City all past .construction documents .including 'Contractor As-Suiit.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. Quring this period,• the C•onsultant shall provide: administration of the construction contract as provided by.thls Agreement, and as provided by law. A2eO7-2. The Consultant, as the representative -of the City during the Construction Phase, shall advise and consult with tyre 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 A.idreernent.with the City A2.07r : Miscellaneous Oivii Engineering Services • (24 Metric Engineering, Inc. The Consultant and respective shall visit the site to conduct field observations,. at a rninin'iUr on a weekly basis, and at ell key construction eVerits.to ascertain the progress of the Project, and shall Visit the site as •appropriate to conduct field inspections to ascertain the progress of the -Prefect and determine, in general, If the Work: :is proceeding In accordance with the Contract iDocukxiants. The Consultant shall provide any site visits.neeessary 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 tte. Work, including any defects. and deficiencies that may be observed In the Works, 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 i niess otherwise sot forth in, this Agreement, The Consultant Will be responsible for writing :and distributing: minutes of all meetings and field .inspections; report; it is sked to attend Corsultant and will not be held responsible for construction -means, methods, techniques,•sequences, or. procedures,:. or. for. safety precautions and programs in connection with .the Work. The Censtiltant will not.be held responsibla:for the. Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the Work in :accordance with:tihe contract unless suchfailure of performance results from tf�e_Consultaint's.acts er omissions. A407.q. The Consultant; shall furnish the City With a written report of :all observations of the Work made by Consultant and require all to do .same during each visit to the Project: The Consultant shall also note the general status and progress of the Work on forms furnished by the City and submit. them to a timely manner. The Consultant and:the 'Sub- constiktant •shalt ascertain that the work • Js acceptable"to the:city,: Consultant shall assist the .Cityin ensuring that the contractor is .snaking timely, acc•urate, end complete notations on the'"as=punt'" drawings; Copies •of the field • reports shall, be attached to the monthly Professional Servicespayment request for construction adrninisiratioh :services. The Consultant's failure to provide :written reports of all site visits Or minutes of meeting shalt result in the rejection of: payment requests and may result :in a proportional reduction in ConsfructioniAdministration fees paid to the Consultant. Based on Observations at the site and consultation with the City, the Corisuitant :shall determine the.ai.ouht clue the Contractor based on the pay for perforrnance 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 end 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 RFQ No, 12-13,O04 •PROPESSIoNALsERVICEs AoliamENT • requisition subject. tex a detailed evaluation .of the Work for conformance with the contract upon substantial completion;• The results of any subsequent tests required by the Contract; 3. Miner deviations from the Contract Correctable prier 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 wilt prepare a written statement to the 04 on the status of the Work relative to the Constriletion -Sphebule, which shall be attached to the ContractorsRequisition. Such statement shall be prepared imMediatery•folieWing the requisition field meeting and shall not be cause for delay in timely payrrientto the ContraCter 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. A2.07r6 '• The Consultant shall be the interptetef of the requirements of the Contract Documents and the . Judge of the performance thereunder. The Consultant shall renderinterpretations necesSary for the proper execution or progress of the Work upon written request of either the City or. the. Contractor, and shall render written flecialensc within MaxiMUm `Of ten (lb) Calendar days, on all end other matters in :question between the City and the COntractor.relating to the execution or progress of .the Work, Interpretations .and •decisiors of the ConSultentshell be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in 'Written or graphic tarn, A2.07-7 •• The Consultant shell have the authority to recommend rejection of Work vvriith does not conform . t to the Centred Documents...Whenever, in his/her reasonable..opinion, the Consultant 'considers it necessary or adVisable to insure compliance with the Contract Doeflinent.st the Consultant will five the authority to recommend special inspection or testing of...any Work deemed to be not in accordance with the Contract, whether or such Work has been fabricated and/or delivered to • the Project, or installed and Completed. A2.07r,6 • • • : • The .:Consultant shafl promptly 'reviewancll'apbrOVe- reject. or take action on shop drawings, samples, FiPis and ,other ;.submissions of the Contractor Changes or substitutions to :the :construction -documents ,shall not be authorized withoUt; coriturreilde .the City'S -*Project . •ivtor.t6oet•6iid/or• DireCtor t COit61;irriprovernente,:The ConSultent shall:tieVea rrioni .of (10) 6•01erici4r days from receipt of t hop drawings, sarnpie RFI's or other :siihrtlittals by the Contractor o return the shop drawingsor soltittittl$-.toth'.0ohttaator with CoMmentsindicating . 'either approval: or disapproval. Consultant shali:provide -the IContractor with a detailed written explanation as tOthe beers for:rejeCtitin," • • • .A2.074 •• „: • The :Consultant shalinitiate and .:bfepefe: required dOOtitiipntatiortfor changes -0S•reqpired by the coneuttont's iovvh•:oberyetione or as. requested by the:Oity, and Shall- review and recommend action --PtOIDO$e0 cb'Oridee. 'VVhete the Contractor-submits'request fbi'.•ChOge Order or phenpe Proposal request, ; -the 0:412ultent,Shall, Othin ten '(10.) calendar dqysifV)e\ly and subrmt -to the,city, Nailer recommendation or proposed o.otiah, along with an analysis -and/or study :SuppOrting*SuCh reCoMmeridation.•• . • A2.0740. " The Consultant -shall exaMine-tlie-Work upon receipt Of the Ooriteadtpri$,•roctoog for substantial completion inspection 'Of the Project andshali, PfT°r by the Ctty recommend 0eoutiOn of a "Certificate .of Acceptance for Substantai Oorripiptiorr-Ofterifiraf ascertaining that • the 'Project is sUbstatitially: complete in accordariee With-. the - contract reqUirernents, The Consultant Shall in conjunction With representatives :of the Pity and the Contractor Pre:Ore •-P •punch -list ••of any defects and :•01.8.orepantio§ :in the Work ;required .potrected by the Contractor iri accordance with Florida - Statute 216.7$$... Upon satisfactory :eorhititetlpn of :the the Consultant shil,reobfumend •e;<0butibri Of a "Callifidote •Of Final :Acceptance" end 0,Fc/ •i-iaQ04. mi000laneoci olvit'.5npinponng.-5oryldp -.ft I, iMapio.5n000ring, 0F1SS1004 final payment to the Contractor, The•Cansultant:shall obtain from the Contractor upon:satisfactory • cdrripletion of all items' on the punch-list,..all necessary crose,out documentation .from •the • Contractor including but not .limited •to ;all guarantees, operating and :maintortanCe manuals: for equipment, releasas of lienslclaims and such other documents. and certlfip tes as may be' required by applicable codes, law, and the co•n•tract, a•nd deliver them to the •:City before `final acceptance shallr be issue•d to the •Contractor:. • A,07-1 f The -Consultant shall Monitor and provide assistance in obtaining the Contractor's Compliance with its - contract relative to 1j ' initial • instruction of City's ;personnel in the operation and maintenance of any equipment or system, 2) initial startup and testing, adjusting end balancing Of equipment and systems and 3) final clean-up of the (Project tc assure a smooth transition from construction. to occupancy by -the• Cityr AZ:07,1 The Consultant hall furnish to the City the original documents, including drawings, revised to'°as built"' conditions based art information furnished by the Contractor, survey: and specific condition, lrr prepariing the ,'es built'` documents the Consultant Shall. rely on the:accuracy gf the hformation provided; by the Contretorx Widget -rig the .Corttractor's record drawings Any certification required under this Agreement including the contents of s�built" documents rs Conditioned upon the accuracy of the information and documents, provided by the construction co tractor "Transfer of m changesmade by `'Change Authorizatiaf "Change Cedar", ." tequest for :lnforrriatlon": substitution approvals, or other ciarificetions will be the Consultantresponsibility• to .:incorporate: into the..."as-built" and record documents..Cheriges :spade iri the field to suit field conditions, 'or Otherwise made by the Contractor for..its canveriienceishall be marked bye the Contractor on the, Field Record Sat arid. transferred toy. the original contract documents by the -Consultant, The ciriyinal docuriieTits, as Well as the "Field :Record .ref'" .shall become the 'property off' the•City. A reproducible sot of all:other final documents:will be furnished to the 'City free of charge byr'the • Consultant„ Az 7-13 The Consultant shall furnish to the:Cty one :complete set of "AsWbuilt drawings"A in:Auto-CAN) Version 2000 or such other format accepteble to the City. AZ., R 7-14 :the Consultant shell• furnish to the City a pimplified site plan and floor pien(s) reflecting "as=built conditions with graphic scale and north arraw.Pians roust :show room nemes, room numbers, zverali.dimensions, square footage of each floor and all fonts used lri the drawings:. Two sets. of :drawings shall be furnished on 24" x 36"sheets and ono electronic copy.. A2.b7- 5 The Consultant shall assist the City in"the con7pletlon of the Contractor's p during`. eanstruetion work and t pon final completion of the Project. Niisceiianeous Civil Fnglrioering services [26 l Metrio En In ierril g, Inc; RFQ No. 12-1'3-O04 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 .Diirector or City Manager and will be compensated for as provided in Attachment B, Section E1,06.: A3.02 EXAMPLES Except as may be specified in, Schedule A herein, Additional Services may includes but are not limited to the following: A3.02.1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and sulrvevs or inventories in connection with construction performed by City, A3.02-2 Design'. Any additional special professional services not included In the Scope of Work. A3.02-3 Extended Testing & Trainin-Ol Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipmerit or system, extended training of City s personnel in operation and maintenance of equipMent ,end systems, and consultation during such training and preparation of operating and r aintenance manuals, other than those provided by theContractor, sub -Contractor, or equipment Manufacturer,' .A3 02 Maior Revisions: caking maior revisions to drawings and` specifications resulting in orfrarn a change In Scope of Work, 'when such revisions are inconsistent with written apprrovals ar instructions previously given by City and are due to causes beyond the control o Consultant, : )lajor revisions are defined as. those changing the Scope of Work and :arrangement of spaces, and/or scheme and/or any signifjcant portion thereof). A3.02,5 Expert Witness: Preparing to serve ar serving as an expert in connection with any arbitration. proceeding or. legal proceeding, providing, however,` that o cannot testify against City in any proceeding. during the course of this Agreement. A3 02-6' Miscellaneous furnished in construction, A3.03 ADDITIONAL DESIGN The City'May, at its optlon, elect wi#riess risuttant Any other .;services not otherwise included in this Agreernent or ccordance with generally accepted architectural/engineering pra+ proceed with additional services relating to the ;P ARTICLE A4 CITY°%R SPONStB LITIES A:d 0i PROJECT. & SITE INFORMATION City, at its expense and Insofar as performance :under this Agreement may require, may .furnish Consultant with the information described below, er, if not. readily available, may authorize Consultant to provide. such ,inforrnetion as en Additional Service, eligibly as a Reimbursable. Expense.: A4,0t 'h :Surveys: Complete -and accurate surveys of building sites, giving boundary dimensions,.Iocations of existing structures, the grades and lines of street, pavement, .:and adjoining properties', the rights, restrictions,,:easoments, boundaries, and topographic data, of a building site, and existing utilities information regarding sewer, water, gas, telephone -and/or eledtricalservices. Yot iloustbraarily ice.. related to 7vliscclleneous Civil Engineering Service 'Metric Engineering, Inc, f2' t; RFC No, 12-134)04 P;ROFESsiQI AL SERVICE AG tE MENT A4.01.2 Soil •8orings,'Ceotechnical Testing Soil borings er test pits; chemic&, mechanical, structural, or other tests when deemed niece -scary; and, if required, an, appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary test to City. A4.01= General .Project Information: Information regarding, Project Budget; City artd'`State procedures, guidelines, forms,'forrnats, end assistance required establishing a program as,per'SectionA2,02 A4.01 4 Existing Drawings:. i rawings representing as -built conditions at the time of .original' construction, subject tr5. 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.perfo?m its- services; Investigative services in excess of " Norh ai Requirements,'" as defined, must be ,authorized if advance,.' A0.4 Reliability:. The services, information, surveys .and reprirte described ri A5,01.1 through AS..gI 4 above, shall be furnished at Clty's expense, and Consuiitent shall be entitled to rely upon the abcuracy and completeness thereof, :provided Consultant has reviewed all such information to determine if additional inforrr'tation andtor-testing 'is required to properly design the Project. A402 CONSTRUCTION MANAC>~`i ENT A4.02-i During. construction, Consultant and the City staff;shail assume the responsibilities described in the general conritions and supplementary conditions of the construction contract relating to review end appravai of the. construction Work by the Contractor: A4.02 2 If City observes or otherwise becomes aware of any fault ter defective orlt.ln the Project, or other nonconformance with the. contract during construction,: City -shall give prtrriipt notice thereof to Consultant,' Miscelleneriu5 Civil engineering Service` [28) RFC) Nv. 12-13-004 .. Metric Engineering, Inc: 'PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al BIB- ONSULTANTS FIRM NAME CONSULTING ssFIELD ER Brownell & Associates, Inc. Geosol, Inc: Rosenberg Design Group, ;Inc.. Martin-Vilato.Associates, Inc. Media Relations Group, LLC Surveying Geotechni Landscape Architeou MEP Public Involvement: SCHEDULE A2. — KEY. STAFF NAME JOB CLASSIFICATION Robert Linares, P.E. Principal Manuel A. SaUieda, RE. Project Manager' Alejandro Jaureguy, P.E. ()Scar Cruz, P..E,, Carlos Rodriguez, P.E. Charles Alfaro, P.I Sonia Shrefiler-Bogart, P.E, PTOE Doug' _Ruggiano, , . Maria V. Garcia Manny Inastrilla Project. Engineer Senior Engineer Clerical CADD Tee hnclan : Dennis Rodriguez, El Gabriela Garcia, E.i;, Narcise Tome Engineering Intern Senn :ngineering nician Luis Tat ayo, Osrrel Perez, Hugo Beteta Inspec#or. Ken Gardner, ASLA nior Landscape Arahitecl Taylor Kiehl :Sealer Jessica Jerez Thomas Brownell, PSM andscape Architect Landscape Architect tritei Senior PSM Adnen Ismail, RE, Lriller> Miscellaneous Civil. Engineering Services Metric Engineering, Inc, l2g 1 RFQ: No, 12-1 a-004 A t "A CO PEN ATJO AND PAY ENTS ARTI LES.A-11tMET14016,OP COMPENSATIQN The fees far Professlonel 6ervloes for each :Work Order shell .be determined by one of the f t tethods. err a coi binaf on thereof, et the option of the Director or designee, with the ,00nst`" Consuita-rt. } A L.uttrl uiieeotleh:�i}, b) •Arr Hourly deter as defirsotl BS.O2in, $e t QT.E . The •Lump um "litenner of compensetian is the preferred and pritlri E1� I P t� ATt t ur wrs Tile,aggtegete ;hum 0 ', all �ayrnetrts.'for fees .and costs, racludrr reran ursable.,expenses, to the Corisultaritpayabley the ity ro ar this Agr mertf shalC oe irrntte its the amount spa ctfiei an 3eekion 2 p3 a die rri arrtua c rhperrsetiorl. t reat for currrulativ xperidrture$ a dr-thas A§t ofnentf .lndar no circumstances will the " lty have any .I,iahlllty for work psrfarmed, on es other rrse may ;be° aireged or clalnied;by the. Consultant,, =beyond the cumin tru amount .prpvlded ftereiri; eept-where speclticaily approved Yn accordance wltl7, the City Code .by the City;Manager or City Commission es. applicable as err increppa to the Aoreea et erld put .into effect Vla. an Ann ndrrmotit to 'Offs A reement. C�t�ULTAt*IT 13 Tt t✓lp A:bserit ari amends east to the Awoe:114ent cir to eny specific Work Orden arty rnaxarnum rlr�ila percentage amounts staled for omperisa#roe;shall eat be B ended I`n the vent they are a exGeea ed, the Katy shell Yrave rap lrobillty arrespar 1bflity for. payiri any amount f a4ae1 t xca ss, which•wail beat the• Cons•ultantts own cost and expense. AI Tl L B2 A 31 RATES' B2.it1 FEE BASI All fees, end a tannperisstiort payable .finder this Agreerrteft ;shell be: fort Mated and booed upon the. overegea, csf,the certified Wage; Rates that have received ehd :approved by ltie iiEtector The:averages of said certified Wage t ats ere summarized in -Schedule B1incorporated herein by reference, Said Wage Rates are the of ective direct tisurly `rates, as .pproved by the City, of the Consuitarit "grad u Coiasultarrt"": employees in ttte speoif ied prolesstons n i job eetegerles that ire to be tttrl1 d to provide t# e setvtces urine this Agreerrerft, regardless of r ennet of compei sationr l.2 t t . EMPLOYEE$ AND JQ 0LAosiFI AT1ONS SGhedulo 8'l identifies the •profession$, fob oatec ones and/ort employeoa expoctod to be used durin,9. the terrYi f this Agr emery#, These lnclla le; araiiitdets, ea rn ors„ iende0spe erohatects�: rates iariel rnterr►s;. i sl criers, GAt3l tecltn`raaeris, .protect rrianec ors, + f .grad environmer talspediailsts;, pecrtic taon writers. , oleracai/adr`nan[strahVe support, at d others engaged an the W rk !n determining campensehoi for a gtvera cope of W"C ty reserves ttie r;lght- o recorrrmetrd: the usa oi" the Consultant erl pioye s .at particular Wageork. `Fatthee levels,. 02 0 M�LTII LIE �r Work assagrted under this Agreerrerit, a Sri= ; shaCf -apply tti tiro onsultantre average hourly Wage mates lit calculatrng cotnp`onsation pa ab e by de ify ea rritaitapirer is Enfehded to cover the Oonsultarit 'f.nclltding, without limitation, office rent, 10c01 te10phOne and utility i barge Y nffaoe `;end drafting sttpplae f deprec`I Lion of egu�pmerit professional dues, subscriptions, stenographicrrain strahv Brad clencai suppaari, other" erriployee aims or troVolE arad strbslstence not lrrect(y :related 'to a project : A' copy of your firms Florida Dogaffootof Tran pertatlnn t"I0C OT') l..orrsirne E :Odom letter shall oe subt itted to. Oil upt)n request for r vleuv;,: IZXi4 CALGUL ATI O1 laid Wags Dates are fo be tit lazed by the C-6nsulternt In calccilatlalc, ossirWents arrd l+yerk orders :s regtri =tee .by the pity The-Oansu-I Misceilarlecus CM Engineer rr Metric grgirleert'ng, 1p l aoenpertsatron .'payeb1 rat so li ro9ntlfy fob of or specific sifloetYons, 'RFQ.14 "t243•004 ATTACH t7MPENSATir» N available staff and projected..man,.houre required for the proper completion of tali s andfor groups c tasks, milestones and deliverables identified under the Scope of\Mork as exemplified in Schedule A2, B2.00 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g, sick leave, vacation, holiday, .unemployment taxes, retirement, ;medical, insurance grid "unemployment benefits) 'and an overhead factor. Failure to comply with this section shall be cause for cancellation this Agreement, 52.06 ` ESCALATION There shall be no escalation clause as part of hi Agreeme AKTICLE B3 PQMPUTATION OF FEES AND £OMPENSATION The City, agrees to pay. the. Ct,nsultarit, and the 'Consultant agrees to accept for services render pursuant. to this Agreement, fees computed by one or a combination of the methods outlined above;. a 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,oi4 Lurnp Sum compensation -shall be calculated by the Consultant utilizing the Wage Rates established herein Prior to issuing e Work Order, the City May require the Consultant to verify or justify its requested Lump Sum "compensation. Such verification shall present sufficient information es depicted.. in Schedule A2. 03,02 HOURLY RATE FEES . B34l2-1' Hourly Rate Fees shall be th•ese rates f•or.the Consultant and Sub -Consultant.. employees Identified in Schedule :I Wage Rates.„ All hourly rate fees will include a maximum.• not to excee• d• Bfigure, inclusive of all Cost•s expressed' In the contract. documents. The City shall have no Jiiebility;for any fee, costar expense'abeve this figure,. B3,02-2•Conditio a for Use: hlourly Rate Fees shalt' be used only in those iinstances where the parties agree that rt is not possible to determine, -define, quantify andtor calculate the com•plete nature, end/or aspects, tasks, man hours, or. milestones for aiparticular Project or portion thereof et 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 Aowc an llane in the WoOrderthat rk shaft servo es a Clot to Exceed Fee for the Work `o be: :performed on art Hourly Rate lasts 1 3.g3 REIME U SABLE ExPEr SES . Any fees for authorized reimbursable expenses shall not Includ"e charges for the Consultant .Handling,' •office •rent Or overhead expenses of any kind, iincluding focal telephone aria Etjtili.ty bharges, office and drafting supplies, dprec eiation of ettuipmentr. professional duce, subscriptions, eta, i'eproduotlrir of drawings and •specifications • (above the quantities "set forth .in this Agreement), mailing, stenographic, clerical, Or other ernployees time for travel and subsistence .. All relrribursabsh le" servlces all CO billed to : the City at direct coat :::expended by the Consultant.. City authorized reproductions in excess of sets• required at each phaseof the Work will be a Reinibtirsable Expense; The City Will reimburse the Consultant for authorized Reimbursable Expenses pursuarit to the. limitations of this Agreement as Evenfied by supporting • documentation deemed:appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/ai' copies of .cancelled checks. B3.04 FE S FOR At orrivE or OEDUCTIV.E A)_TERN ATES t Tha design of additlye•and deductive alternates contemplated as,pert of the ;original: Scope. for a Protest as authorized by°the Director will be considered as part. of basic •Servicesz'The design of;additive and • deductive alternates that are beyond the original Scope of Work and "constrifction budget may be billed to Misceltarieoiis Civil ,Engineering VIetrir•Enggineering,'iria, RFt Na 1 !.3-do4 ATTACHMENT -COMPS ISATIoN the City as Additio outlined above, as Services, The fees for alternates will be:calculated by one rtualiy "agreed by the DIRECTOR and the Consultant, BIAS FEES FOR ADDITIONAL SERVICES The Consultant maybe authorized to perform Additional Services for which additional dorrnpensation .and/Pr Reimbursable Expenses; es defined In this Agreement under Sections $3.05.and B3:O3 respectively, may be applicable. The Gonsultent shall utilize theWork Order Proposal Form and worksheets which cen'be found on the City's Webpade et; www.hila` tpovCern/oaaitelimpravernentS/Pages/ProcUrementOppertunities The webpage else provides the procedures for completing these forms. Fail the procedures will result in the:rejedtion of the Vtlbrk Order Proposal. f the three ethods B3.05-1 i e' erminatiou. Of Pee The compensation for such; services will be one of the upon:Lumtp Sure, Hourly Rate with a Not to Exceed Limit. 83.55�2 Procedure and Compliance An Independent and detailed Notice to Proceed, .and an Amendment to a specific Work Order; shell be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify Me.'fee for such service and upper Iim(t of the fee, which "shall not" be exoeeded, ply and chair com:with th'e City .of. Miami regulattansr including the %Purchasing Qrdrnance, the Canaultants Competitive Negotiation Act, and other applicable' laws. 1'3.05.3 Fie Limitations Any ,authorized compenSatiort. . for Additional aervlces, :either professional fees ar :reimbursahl ".expenses, shall not. intrude additional charges for OffiOereht,or overhead expenses of any kind, including locel telephone and utility chergesr office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc.Y reproduction of draWings and specifications, mailing; stenographic, clerical, or other employees time ar travel and subsistence not "directly related to e project, For all reimbursable services and sub -consultant costs, the "Consultant will apply_.the: .multiplier of one- (1,p} three the amount expended by the Consultant, 133,06 PAYMENT :EXCLUSIQNS ile.Consultent<:.shall nest be compensated by the City for specifications, for e tended censtr"uction administration, Or. ar emissions of the Consultant as determined by the qty.. E3 tt7 FEES RESULTING FROM PROJECT SU PENSION If a project is suspended for the convenience of the City far more than throe months or terminated without any pause In whete or in part, during any Phase, the Consultant shall be paid for services duly authorized; performed prior to such suspension or tern ination, together with `the "cost'Of ietrtheried reimbursable services end iexpeneee then due, and all appropriate,, .applicable, and documented expenses resulting from such suspensiort ar terinlriation, : If the Project 'is reslarrteri after having been suspended far more than three months, the Consuttant's further" compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT $4,01 PAYMENTS OENEaALLY` Payments for Betio Services may be requested monthly irrprdportton to services perferrrted during eeen Phase of the Work, The Sub -Consultant fees and Reinnbursable Expenses shall be billed to the City` in 'the actual amount paid by the Consultant.. The Consultant shell utilize; the City.'s` lnvoice Form which',can. be'found on the Clty e .Vebpage at • vwww.rniarriigoVcomlCabitalimorovertontslpages/PracurernentC pportitnities, Failure to use the City Fpr n Will 'result 'rejection of the invoice. and/Or rradifications to •draWings and work When such work is :due to errors Mini ellar eous Civil Engineering Services [32 i_ RFQ No, 12.-1"3-ROAD Metric'' Engineerirg, Inc, ATTACHMENT B4aO FOR COMPREHENSIV BASIC SERVP,ES For those Projects and Work Orders where tomprehensrve design services are stipulated, said payments shall, iri the aggregate, net exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. IB4.ti313ILLiNG — HOURLY: RATE tnvoices submitted by the, Consultant: shalt be sufficiently detailed • and .accompanied by supporting documentation to ellow 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, ctasslfrcetion, salary'rate per hour, hours worked and total charge for all personnel directly engaged on a •project Ortask, `T` the soar thusobtairied, any authorized Reirnbursable Services Cost may be added: The Consultant. shall attach to .the tnvolce ail siipportirtg data for payments Made to; and incurred by the Sub Consultants engaged On the Project. In addition to the Invoice, the • Consultant shall, for l ourfy Rate authorizations, .submit a progress report ,giving the• percentage of co ptetion of the .Project development' and the total estimated fes to.comotetion. 841 U4 • PAYMENT Pak •ADbITIONAL SERVICES & REi�MBURSABL 'e PE 4S S • Payment for Additional Services may be requested Monthly iiri proportion to the services perforr�ned. When such:services are :autho zed on an Hourly Rate; basis, the Consultant shall submit for: approval by • the Director, .a duly certified invoice, lying Barnes, classification, salary rate per hour, hours worked ,and total charge for all personnel directly„engaged cn :e .project or task. To the sum- thtie obtainedi any • authorized Reimbursable "Seriices Cost gray be added. -.The Consultant shall attach to th0 invoice all supporting data' for payments Made'to;or hosts incurred by the Sub- onsuttantsendaged on the project sir task: In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, .submit. a progress report giving the percentage of cornpletiori of the "Project develtzpment and the total estimated "fee to completion. E4.044 DEDUCTIONS t deducttons shalt be made 'from the ttant`s. Cons compensation en account of liquidated damages; assessed egainontractors st.cor other"strttis withheld from payments to contractors: ARTICLE B5 REIMBURSABLE EXPENS1-S:• Ig5 Qt G N P AI ReirnburSable Expenses are those items authorized by ttie City outside of or in addition to Mork as ide•ntified in the. Work Order (as 13astc Services and/or Additional Services) .and cons experiditi res made by the Consultant and the Consultants' employees, the: Sub-Consultan Special, Sub4Consuttants in the interest of the Work for the purposes :identified below: ( PaN ATIO14. Transportation► Transportation shall not be considered vet And Perpistil .rayet and per die'rn expo this Agreement, r,rrrnitrrticatdn if xpense .. identifiable communication expenses approvers by the Project )onager long telephone courier; nd express mail between Consultant and Sub -consultants, -4 Repi.oductton, Photegraptay Cost of ;printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement Alt reimbursable expenses : must be accompanied by satisfactory documentation: e Scope of st of actual and the reim burnable eicpehses under this Agreement. Mistaalisneous Givl Engineering Services ;Metric EhOirteeririg, Inc. nses shall not ba i onsidered' as reinlursabia expenses under istanoe RFC) Na 't2-t s-bo i A r' AGHNIENT B-GOMPEN AAION Perrrilt'Fees All Permit fees paid to regulatory agencies for approvals directly ttributabte to the Project. These permit fees do not include those permits required to be paid by the constrtxctiori Contractor, B5.02. REIMBURSEMENTS TO THE SUB -CONSULTANTS Reirnbursablo Sub -Consultants expenses are limited to the items described ,above when the Sub- Consultant agreement .provides for rerrnbursable expenses and When such agreement has been previously approved in 'writing by the Director and subject to all budgetary'` limitations of the City : and requirements of ARTICLE B5.herein. ARTICLE BS COMPENSATION FOR REUSE OF PLANS AND. SPECIFICATIONS 36,Q1 GENERAL tt is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re U e of plans end specifications, including construction drawings, t the ity's sole option, by virtue of signtng this agreement they agree tb a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or doeurrrer<ts, being required and; without recourse for such re -use. Miscellaneous Civil Engineering Services t3,1 Metric EncUiesring,;'ino, ATTACHMENT - COMPENSATION ATTACHMENT 1 - COMPENSATION SCHEDULE Bi -`WAGE RATES SUNINIARY Robert Linares, P.E. Manuel A, Sauleda, P.E. Alejandro.Jaureguy, P.L.. Oscar Crtiz, RE, Cerlos,Rodri9uez, Charles Aitare, P., Sonia Shreiner -Bogart, PTOE Doug Ruggiiano, P E Mar. is V. Garcia • Manny inastrille Dennis Rodriguez; E,l. Gabriela Garcia, ,i, Narctso Terre Luis Tarnayo, Osmel Perez, Hugo etete Ken Gardner, ALA Tayirr Kiehl Semler Jessica Jerez Thomas Brownell, PSM Senior PSM Adnan Ismail, RE. Driller Principal Project Manager. Project, Engineer Senior Engineer Clerical GADD Technician Pngirieerincg •Intern Senior Engineers Inspector Senior Lanc T hnician pe Architect Landscape Architec Additioriaily. the City will pay' 1. 3 Man Crew Party. Party Chief Instrument Men Rod Mara Burdened Daily:' Rate Landscape Architect Intern. 44.00) Misoellanenus Ciuil. Engi Bering Services •Metric Engineering, Inc. 4 Man Crew Pa Party Chief Instrument Man Tnra:Rod Men (Burdened Daily Rat $77,00 $52.00 `58 80 $52.00. $13.00 $25.00 00, 23.0i .00 $52.00 4.00 $25.48 25.00 00 ADJUSTED HOURLY RATE (Multiplier 2.9) No. 9.2-1 $223.30 i0;.80 9.07 $150,80 ;$37.70 $72.50 $89.90 66,70 $66,70 50.80 $98.60 $73.89. $72..50 37,70 CO i PORATE RESOLUTION to enter into an agreement/amendment with the City of Miami for the purpose of perforrriirig the work described in the agreement/amendment to which this resolution is attached; and WHEREAS, the Board of Directors at . a duly held corporate meeting has considered the matter in accordance:with the By -Laws of the corporaton; Now, THEREFORE, B IT RESOLVED BY"THE BOARD OF D!R CTORS that the (type title of officer) :(type narne of offices) and .instructed to enter into this ag this corporation, with the City of Miami upon the terms contained in the proposed t which this resolution is attached and to execute :the agreement/amendment c corresponding agreement amen meat; ent/mmendrnen s hereby authorized in the ;name arid an beh. if of CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Miscellaneous Civil Engineering Services Miscellaneous Services The Corradino Group TABLE OF CONTENTS ARTICLE 1 DEFINITIONS ARTICLE 2 GENERAL CONDITIONS 2.02 SCOPE OF SERVICES ;.,., , ., t ,....,:_ , r,,.. • 2.03 COMPENSATION : ,, .,...>,:, ARTICLE 3 PERFORMANCE:•., ....,F, 3.01 PERFORMANCE AND DELEGATION ....,- 3.02 REMOVAL OF UNSATISFACTORY 3.03 CONSULTANT KEY STAFF 4 3.04 TIME FOR ARTICLE 4 SUB -CONSULTANTS .., 4.01 GENERAL x r.+ .,...; ,>..' r:.r»„ ,..x>.. 4,02 SUB -CONSULTANT RELATIONSHIPS ,,,;x ,., , >. a..c.acs ...„x»•. 9 x ...;.» 4,03 CHANGES TO SUB -CONSULTANTS ARTICLE 5 DEFAULT 5.02 CONDITIONS OF DEFAULT .x. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE ARTICLE 6 TERMINATION OF AGREEMENT,., 6.01 CITY'S RIGHT TO TERMINATE ...... ...,....A 6.02 CONSULTANT'S RIGHT TO TERMINATE.., 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR ARTICLE 7 DOCUMENTS AND RECORDS .......,:r 7.01 OWNERSHIP OF DOCUMENTS.' . „.... _+.•>•- 7.02 DELIVERY UPON REQUEST OR CANCELLATION 7k a.v 7.03 RE -USE BY CITY . 9 , 7« Y , 9. ,x s 7.04 NONDISCLOSURE ,>. +. r......... a , , „... s , ,..,. a 7.05 MAINTENANCE OF RECORDS ,,. .,s ARTICLE.8 INDEMNIFICATION a •+... e, x.. ARTICLE 9 INSURANCE 7.06 COMPANIES PROVIDING COVERAGE...... 7.07 VERIFICATION OF INSURANCE COVERAGE ,.,...,>..a>r„ ,., ,.. +v. + .+...•.... 7.08 FORMS OF COVERAGE„ . ;;.... 9.04 MODIFICATIONS TO COVERAGE „: ARTICLE 10 MISCELLANEOUS ._..,r.:..a•.:........,,..,... Po <+,,<ri ;r c>.;• 7.10 ENTIRE AGREEMENT..,;. v 7.11 SUCCESSORS AND 7.12 TRUTH -IN -NEGOTIATION CERTIFICATE,.. 7.13 APPLICABLE LAW AND VENUE OF LITIGATION.. 7.14 7.15 INTERPRETATION ..., ,9„ , ..... 7.16 JOINT PREPARATION q, 7.17 PRIORITY OF PROVISIONS ......: 7.18 MEDIATION - WAIVER OF JURY TRIAL,,,, .... . 7.19 7.20 COMPLIANCE WITH LAWS s a_< Page 1 9 9 9 9 ° ^ TABLE OFCONTENTS (CONT|NUED) 15 7.23 RESOLUTION OF 7.24 INDEPENDENT CONTRACTOR:,,, 20 20 20 20 A2.01 DEVELOPMENT OF A2.03 SCHEMATIC DES A 04 DESIGN DEVELOPMENT A2.66 BIDDING AND AWARD OF A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT�A�, A3.62 EXAMPLES ADDITION A4.01 PROJECT & SITE �ART`16ILE 6-1 —METHOD OF COMPENSATION_,,_... 131,02 CONSULTANT NOT TO .30 132.02 EMPLOYEES AND JOB CLASSIFICATIONS 82.U4 ON . _ � ~_~-_.-~ 31 132.05 EMPLOYEE BENEFITS AND OVERHEAD --- -----' — -' -' -�3i AFTlCLEB3 COMPUTATION OF FEEsANoCoMpEmS*|xOm,�.�-.-~.�-�~`='B3.02 HOURLY RATE FEES,,,� .ARTICLE34 '-34 136.01 SCHEDULE Bm'WAGE RATES SVMMARY,_', ~r.-35 Civil Engineering = ° I Service Category Contract Type Consultant Consultant Office Location City Authorization CITY DFK8U\M| DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM CivilMiscellaneous Engineering8emi Miscellaneous Services The Corradino,Gro.up |Y-Lr THIS AGREEMENT made this/ �- day of in the year 2014 by and between THE CITY OF KX|AM|. FLORIDA, hereinafter er r�dfthe "City," and The Co[nad|nQ Group, hereinafter called the "Consultant. A. The City issued a Request for Qualifications (YlFQ") No. 12-13-004 on November 19. 2012, for the provision of Miscellaneous Civil Engineering 8ervices ("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 FlF(] and the Prqpoga| are sometimes referred to honein, oo||eotive|y, as the Solicitation Cmoumanto, and are by this reference expressly incorporated into. and made apart ofthis Agreement as if set forth in:full. B. WHEREAS, the City, through action of the City Manager end/or the City Connm|onion, as applicable, has selected the Consultant in accordance With Section 287.055. Florida Statutes, (Consultants' Competitive Negotiation Aot, and the applicable provisions of the City Procurement Ordinance, to provide the:profes8ional services as described herein. VV|TNESgETH, that the City and the C.onsu|tont.forthe considerations herein set forth, agree as follows: miscellaneous Civil Engineering Services The Corradino Group [3| RFQNo, t243-oo4 PROFESSIONAL SERVICES AGREEMENT ARTICLE1 DEFINITIONS, 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with, Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services, 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami., 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami.,,. 1.07 City Or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, 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 oocurred 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. Community Business Enterprise ("CBE") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and has declared, by registration' for statistical purposes, to be a CBE 1.09 Consultant means the individual, :partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto, 1.11 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee. 1.12 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, 1.13 Notice To Proceed means same as "Authorization to Proceed," A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project, 1.14 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative, of the City. 1.15 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope Of Services and/or Work Order issued pursuant to this Agreement. 1.16 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 Mscellaneous Civil Engineering Services (orradlno Group 14 i RFQ No,12-13-004 PROFESSIONAL SERVICES AGREEMENT 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. 1.17 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.18 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for Its completion. 1.19 Sub -consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.20 Wage Rates means the effective direct expense to the Consultant and/or the Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation,,: 1.21 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.22 Work Order means a document internal to the City authorizing the performance of specific professional services fora defined Project or Projects. 1.23 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. 1.24 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control. In the event of any conflict between the The Consultant's response to the RFQ, this PSA will control. In the event of any conflict between this PSA and its attachments this PSA will control. ARTS Le :2 GENERAL CONDEMNS 2.01 TERM: The term of this Agreement shall be for two (2) years commencing on the effective date hereof. 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 authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded, 2,01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this. Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is incorporated into and made a part of this, Agreement. Miscellaneous Civil Engineering Services The Corradino Group RFQ No. 12-13,-004 PROFESSIONAL SERVICES AGREEMENT 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment b hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed five hundred thousand dollars ($500,000.00) in total over the term of the Agreement and any extension(s), unlessexplicitly approved by action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment,reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time, 2.03-2 Payments Unless otherwise specifically provided In Attachment B, payment ,shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 218,72., Fla, Stat., and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 1.12,061, Florida Statutes. The Consultant shall utilize Attachment "C" for the submission of invoices, 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS Pursuant to City Code. Section 18-87, all Proposers must adhere to the following CBE participation requirements per Ordinance 13331. 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE") 2) Place a specific emphasis on utilizing local small businesses, from within the City's municipal boundaries.. ARTICLE 3, PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided In this Agreement, or approved, in writing by the City, Said approval shall not be construed as constituting an agreement between the City and said other person or firm:,. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur, All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees working under this Agreement. 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 tows "Key Staff'. The Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such Miscellaneous Civil Engineering Services Corradino Group [6 ( RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications,. Such acceptance shall not constitute any responsibility or liability for the individual's ability to perform;,. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed Issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. ARTICLE 4 SUB -CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the services under this Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference., 4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the, consent of the Director; entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services, Such Specialty Sub -Consultant shall be in addition to those identified. in Schedule Al. 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Sub -Consultants. The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUB -CONSULTANTS The Consultant shall not add, modify, or change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE:5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement, or 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 priorto the effective date of termination;: In the event of termination due to default, In addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: Miscellaneous Civil Engineering Services [7 1 The Corradino Group RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 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 time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified the Agreement shall be, automatically terminated on the last day of the time stipulated In said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow, an extension of time reasonably commensurate with the cause of such failure to perform or cure, ARTICLE 6 TERMINATION OF AGREEMENT 6,01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, 'sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be 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 or designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee, 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses ;earned compensation for the Services that was performed in complete 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, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the, City's receipt of a written statement from the Consultant specifying its breach of its duties under this Agreement, 6,03 TERMINATION DUE TO UNDISCLOSED_ LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration; ' ills iIar eous Civil Engineering Services [8 [ ,.;i, adino Group RFQ No. 12-1'3-004 PROFESSIONAL SERVICES AGREEMENT 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 there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention: developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time, The Consultant shall be permitted to retain copies, including reproducible copies, solely for 'information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital', to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further.approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for 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 or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, Sub -Consultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder, Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes, Otherwise; the records and documentation will be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed„ whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as Often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, : Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer , at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure Miscellaneous Civil Engineering Services [9 I i. r;Corradino Group RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT requirements; (5) All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 119.0701 Contracts; public records,— (1) For purposes of this section, the term: (a) Contractor means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under s. 119,011(2). (la) 'Public agency" means a state, county, district, authority; or municipal officer, or department, division, board, bureau, commission, or other separate unit of government created or established by law. (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law, (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law, (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency,. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. ARTICLE 8 INDEMNIFICATIONS The Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all Toss, costs, penalties, fines, damages, clairns, expenses (including attorneys fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection with (I) the performance or non-performance of the duties, responsibilities, standards, services, supplies, materials and equipment contemplated by this Agreement which is directly or indirectly caused, in whole or in part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or Its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties ""), regardless of whether it Is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or Indemnitees, or any of them, or (ii) the failures of the CONSULTANT to comply with any of the provisions herein; or (iii) the failure of the CONSULTANT , or the Indemnitees; if applicable, to conform to statutes, ordinances, rules,. or other regulations or requirements of any federal, state, county, or city governmental authority or agency special district or state school, in connection with the granting , approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreements by law, CONSULTANT expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CONSULTANT or Miscellaneous Civil Engineering Services The Corradino Group [10 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws; This section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections Version A, 725.06 and 725,08, F.S., If applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration of the Agreement The Consultant shall require all Sub Consultant agreements to include a provision that they will indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the CONSULTANT in which the City participated either through review or concurrence of the. Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classification required by these provisions, In excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change,,. cancellation and/or notice of non -renewal of the insurance within 30 days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) days of written request. 9.03 FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least'$1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. The coverage shall be written on a primary and non contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence.. Notice of cancellation should read (30) days/ (10) days for nonpayment. 9.03-2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned, hired and non awned autos with a minimal combined single limit of $1,000,000 naming the City as en additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10) days for nonpayment. 9.03.3 PROFESSIONAL LIABILITY INSURANCE Miscellaneous CiVil Engineering Services il3orreclino Group [11 l RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 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 orany person employed by the Consultant In connection with this Agreement.:: This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9,03.4 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 $500000 each occurrence,: SUB -CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) day written notice to the Consultant in accordance with §10,06 herein, 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 The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) Years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. . The inspection and audit provisions provided for City contracts set forth in §18-101 and § 18-102,City 'Code, are applicable to this Agreement and are deemed as being incorporated by reference herein, 10,02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreementshallnot be deemed to be a waiver of any other breach of any provision of this Agreement, 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission;. It is understood that 'a sale of the majority of the stock or partnership shares of the Consultant, 'e merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions thatwould constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment , sale transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. �.!:,2 e'ieneous Civil Engineering Services [12 i edino Group RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs.: All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This agreement shall be interpreted and construed In accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this agreement, or arising out of this agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under 0 where the Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, returnreceipt 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: Mark Spanioli, P,E. Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave„ 8th Fl Miami, Florida 33130 Jeovanny Rodriguez, P,E, Assistant Director City, of Miami Capital lmprovements Program (CIP) 444 S.W.'2nd Ave.,, - 8`h FI. Miami, Florida 33130 For Consultant: Mike Ciscar, PE Vice -President The Corradino Group 4055 NW 97`h Avenue; Suite 200 Miami, FL 33178 10,07 INTERPRETATION The Language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender,and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Miscellaneous Civil Engineering Services [13 i The Corradino Group RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject pro1ect(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis: The Consultant agrees to include such similar contract provisions with all Sub -Consultants and/or independent contractors and/or the Consultants retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action, arising under this Agreement. 10,11 TIME Time is of the essence in this Agreement. 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, Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color; sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any proVision of this Agreement. 10,12-1 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all Miscellaneous Civil Engineering Services [14 i RFQ No, 12-13-004 is Corradino Group PROFESSIONAL SERVICES AGREEMENT applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties,: The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES: 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 Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five calendardays to the City Manager;. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable, or (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) days has expired where the City Manager's decision is subject to City Commission approval; or (Hi) 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 orbenefits 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: Miscellaneous Civil Engineering Services C•orradino Group [161 RFQ No..12-13-004 PROFESSIONAL SERVICES AGREEMENT Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY BENEFICIARY 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 thirdparty under this Agreement. miscellaneous Civil Engineering Services Corradino Group [16 l RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: me. SigiwtUte 4.r Pilot Name, Title ATTEST: uge; Consultant Secretary (Affirm Consultant Seal, if available) ATTEST:. APPROVED AS 1l4S.9)RANCE REQUIREMEN17S The Corradino Group .--,;..f.rtiej-Itk _ere Print Name, Title 'of A6thOrtzed. Officer or air (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida kit Daniel J. Alf 6: Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS, Ann -Marie S arpe, ir erim Director ;,;('Risk IVIarlage lent Department 1 M.isoellaneous Civil Engineering Services The Corradino Group Victoria Men. ez, City Attqrrfe [17 RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of Atota,Y a corpotatiOif organized and exitingUnder the laws of the State of , zMf r" ,. held on the AP.daly of A t " • resolution was .duly n and adopted authorizing (Name) MAW as (Title).ht 10€"r7 ru:of the corporation to execute agreements on behalf of the corporation acid .providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation,: t trithet" certify that said re olution remains in full force and effect, i E$ WH OF, I have hereunto set my hand this , day of t , AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of held on the day of . a resolution was duly passed and adopted authorizing (Name) ... ... ,,,. as (Title) , , of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF,I have hereunto set my hand this , day of 20 Partner: Print:. ... Names and addresses of It -tiers: Name Street Address ,'. -:?atneous Civil Engineering Services [18 The Corradino Group City State Zip RFQ No,.12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or. individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) business as (d/b/a) executed and am bound by the terms of the Agreei-nent IN WITNESS WHEREOF,.I have hereunto set my hand Signed:, Print: , individually and doing (If Applicable) have to which this attestation is attached, this day of 20_ NOTARIZATION STATE OF FL ) SS!' COUNTY OF The foregoing*instrument was iabkrloWledged...,...,before me Ahfi. ,...., ..,, 40y of . ....... :...:, w..:,::.. — - ---.,,. :'.20',::,:t.',.q.:.;, by .,4Z6--..,.*:-:(iYi'.0''',.,:: 'r.,41.-yyttili.NA.".ty: ,.. .. .,...,_00 is :porgorany ,. .....,,, known!'t():: me or who has ptoduced ' :-"- -. -... ' .. as identification and WhO',, (did di no no...,-;:10.ke an oath . .....- - , SIGN URE Or 0 AY PUBLIC EOFF, ,ORIIDA :NrEP, TAMPEDORTYPED NAME QF NOTARY PUBLIC Ilitig0.>1.404A; 46%010)11p titCof,V0140, 110 0`9Prci.i t:0000v:1V)1.4. ObiliiiiiiWott Olt 1%24 battd.imottgli 4atiMial Notm 10Ar. Miscellaneous Civil Engineering Services The Corradino Group 1191 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Civil Engineering Services shall include, but are not limited to, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by Sub -consultants :and other consultants, field investigations and observations, post design services, construction administration, and other related Services as needed to complete the Project, Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1,01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive civil engineering professional services for the Project. The Project shall include roadway reconstruction or resurfacing, drainage improvements, storm water management, swale restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping, verification of City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, and any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs for the Work. The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1,02 WORK ORDERS A1.02-1 PROCEDURES When CIP has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings; if warranted, to further define the Scope of Services and to resolve any questions.~. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees; Sub - Consultants, and deliverable items and/or documents. The Director or designeemay accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal.: Upon acceptance of a Work Order Proposal CIP will prepare a Work Order that Will be reviewed by CIP staff and the Director or designee. Upon approval CIP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. ARTICLE A2 BASIC;SERVICES Consultant agrees to provide complete Civil Engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida,. Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in the Agreement ;;.-,eous Civil Engineering Services "i`ne C;orradino Group [20 i RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work In compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification; and other Services furnished by the Consultant under this Agreement. Consultant. shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services, A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer With representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. Far clarity of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01.-4 Consultant shall hire the appropriate sub -contractor to provide Civil Engineering services which are not in-house;: Surveys shall include the location of all site structures including all utility structures and facilities, Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work,:: The extent to which this Work will beneeded shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and sail engineering firm shall be billed as reimbursable expenses. A2.02 ANALYTICAL REVIEW Verification of theCity's Pavement Analysis Report within the Project area;. digitally record existing conditions in the Project area; research 311 calls for various complaints, especially drainage complaints; and digitally record project area during significant rain events. A2.03 SCHEMATIC DESIGN A2.03.1 Recommended Course of Action Consultant shall prepare and present, in writing, for approval by the Project Manager, a Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1. Street name and limits (•:;ianeous Civil Engineering Services The Corradino Group 121 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating as outlined in the Citywide Pavement Analysis Survey 3. A detailed cost estimate for design and construction that maximize the number of streets that would be upgraded from poor to at least good. 4. A design and construction schedule for the recommended Course of Action A2,04 DESIGN DEVELOPMENT From the approved RCA, Consultant shall prepare and present the following in writing: 1. The design parameters to be used for each street being improved (e, reconstruction, milling and resurfacing, etc.) 2. The submittal requirements for each street 3. The final cost estimate for design and construction A2.05 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A drawing cover sheet listing an index of all number of drawings by each discipline, Drawings not included in the 30%, 60%, 90% and Final review shall be noted,; Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days, 3, An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductivealternate bid items, to permit City to award :a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. 6. Consultant shall include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds, No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost, 7. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies submittals for which the Contractor shall be responsible for design; 8. Consultant shall submit the special or supplemental terms and conditions separate from the technical specifications. 9. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be forprogress 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%0 Documents revlew (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. Miscellaneous Civil Engineering Services The Corradino Group [22 1 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT A2.05-1 Maximum Cost Limit 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 thecost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of: dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawingsand specifications. Consultant shall also provide digital versions of the drawings in .dwg, ,pit, and ;:pdf formats. The specification additional terms and conditions shall be provided -in- both ..pdf and-,doc formats. - A2.06 BIDDING AND AWARD OF CONTRACT A2.06-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the :City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders.. 4. The City will schedule a "Pre-Bld Meeting" on ,an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.06.3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid. the Project within a reasonable time with no change in the Project. or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction,' and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price :ous Civil Engineering Services 1 he Corradino Group [23 i RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4.,, Suspend, cancel or abandon the Project. NOTE: Under Item 3 above the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07-1 The Construction Phase will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction: contract and their Agreement with the City. A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction,. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections- or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results frorn the Consultants acts or omissions. A2.07-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City and submit them in a timely manner: The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. • A2.07.5 1•,: Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultants knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the -eaus Civil Engineering Services Irie Corradino Group [24 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the. Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition, Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.07-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed„ A2.07-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the :Contractor, Changes or substitutions to the , construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, BFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection,.: A2.07.9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes, Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City; his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.07.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735, Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and i,scellaneous Civil Engineering Services [251 RFQ No, 12-13-004 The Corradino Group PROFESSIONAL SERVICES AGREEMENT final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.07-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.07-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as- built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to Incorporate into the "as -built" and record documents. Changes .made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2,07.13 The Consultant shall furnish to the City one complete set of "As -built Drawings', in Auto CADD Version 2000 or such other format acceptable to the City. A2.07-14 The Consultant shall furnish to the City;a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07.15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project: M.„ s Civil Engineering Services '7he Corradino Group [26 i RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services, Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Section B3,06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and :systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer, A3,02-4 MaiorRevisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02.5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02..6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily 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 A4CITY'S RESPONSIBILITIES A4.01 PROJECT & INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or; if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A4.01-1 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. r. :sous Civil Engineering Services the Corradino Group [27 i RFO No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT A4.01-2 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. A4.01-3 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. A4.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A4.01.5 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. A4.02 CONSTRUCTION MANAGEMENT A4.02-1 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. A4.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. rscellaneous Civil Engineering Services [281 RFQ No.12-13-004 The Corradino Group PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. - SUB -CONSULTANTS FIRM NAME ER Brownell & Associates, Inc. (ERB) CONSULTING FIELD Surveying & Mapping Professional Service Industries, Inc. (PSI) Geotechnical Curtis & Rogers Design Studio (CR)' Landscape Architecture Trace Consultants, Inc. (TC) Signals / Signing & Marking Ribbeck Engineering, Inc. (RE) Drainage Design / Permitting NAME SCHEDULE A2. — KEY STAFF JOB CLASSIFICATION Mike Cscar, P.E Chief Engineer. Carlos A.Icantara, P.E.; Frank Panellas, P.E. (TC) Marvin Guillen, E.I. Dhuruva Badri, P.E; (PSI); Frank Panellas, P.E. (TC).._,._.. Francis Mitchell, P.E. (RE); Carlos Ribbeck, P.E. (RE) Juan Sotero, P.E.; Carlos Verson, P.E., Nitin Dave, P.E. (PSI); Hans Ribbeck, P.E. (RE); Favio.._Laverde P E.._. Bernardo Bieier, P.E. Project Manager Senior Engineer Senior Project Engineer Project Engineer Engineer Enrique Vecin, E.I Javier Veliz, E.I. (RE) Diego.,.Espitia,. E.J. (TC Engineering Intern Luis Rodriguez Engineering Technician. Carlos Duque (PSI) Diana Duque (PSI) Senior Engineering Technician CADD/Computer Technician Aida M. Curtis (CR); Jean C. Lee (CR) Jennifer Rogers (CR) Senior Landscape Architect Landscape Architect Tiffany Marston (CR) Landscape Architect Intern Julio Persivale (CR) Thomas Brownell, PLS (ERB) Landscape Architect CADD Professional Land Surveyor Addier`Aguila (ERB)' Survey Party Chief Eloy Navia (ERB) Survey Instrument man Miscellaneous Civil Engineering Services The Corradino Group [29 RFQ No. 12-13-004 ATTACHMENT B - COMPENSATION ,I�N�N_�� - - ARTICLE B.1 METHOD -OF The fees for Professional Services for each VVnrkOrder shall bedetermined byowaofthe.bdlovVing methods or o combination thereof,at the option of the Director or designee, with the oonoord of the Consultant. a) A Lump Sum (See Section 3 b) An. Hourly Rate, as defined B3..02in Section and at. the rates set forth in Section NOTE: The Lump Sum manner of compensation Is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.0-1 as the maximum compensation limit for cum ulativeexpenditures 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 . whore specifically approved in accordance with, the City Code.by:th,e City Manager or City Commission.as applicable as. an increase to the Agreement and put into: effect via an,Amendment to this Agreement. 131.02 CONSULTANT NOT TO EXCEED Absent an amendment to the any mpacfp Vyor dollar any maximum or percentage o��dfo compensation shall not bemxo*edod. |nthe event they are ooexceeded, the City shallhaveno||abi|ityorreopunaibi|dyforpay|nganyomountofnuohexoeua.whiubwi||boatthe Consultant's own cost and expense. 13101 FEE BASIS All faev and compensation payable d this || be formulated based upon the averages of the certified Wage Rates. that have received and approved by the Director, T - he averages o f said certified Wage Rates are summarized in Schedule 131 incorporated herein by referenceY, Said Wage Rates are the effective direct* hourly rates, as approved by the City, of the Consultant and Sub -Consultant employees in the specified prOfessions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule 131 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, clericbl./adm.inis.trative.,s,upport, 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 employbes at particular Wage Rate levels, B2.03 MULTIPLIER For sid undermultiplier | apply to the Consultant's hourly Wage Rates in calculating 6 ompensatfon payabl e 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. A. copy of your firm's Florida Department of Transportation ("FDOT") Lorraine E. Odern lettershall be submitted to CIP upon request for review. 82o4 (:ALCULAT|QN Said Wage Rates are tnheutilized 6ythe Consultant ih-oa| |' n enoation pa b|u�n specific oo�gnmentaand VV�k(}hdensaemque�edbythe Cby.The Consultant ehaUidon�h'obclass! oaUono. 0vil Engineering Services, The CmradinoGroup ATTACHMENT a -COMPENSATION available staff and projected man-hours d for the proper completion of tasks and/or groups of tasks, milestones and dellverables identified under the Scope of Work as exemplified in Schedule A2,, B2.05 EMPLOYEE BENEFITS AND OVERHEAD _ Regardless ufthe method ofcompensation elected herein, compensation paid bythe City oho|Lviethe Multiplier; cover all the Consultant costs including, without |im|tadun, employee fringe banof|tu(o.g. sick leave, v000Uun. holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. 82.06 ESCALATION There shall bonoescalation clause aopart pYthis Agreement. ARTICILE 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 6yone mocombination of the methods outlined above, ao .appUcab|e,inthe following manner: BI01 LUMP SUM: Compensation for a Scope of Work can be, a Lump Sum and must bomutually agreed upon in writing by the City and the Consultant and stated in, a Work Order.. Lump Sum compensation is the preferred method ofoumpenoedon� B3u1'1 Lump Sum compensation ohuU �e calculated by the Consultant utilizing the Wage Rates established. herein. phis suing City may g ire the Consultant to verify or its requested Lump Sum compensation. Such verification shall present sufficient information aedepicted inSchedule A2. B3.02 HOURLY RATE FEES B3.02'1 Hourly Rate Fees shall be those rates for the Consultant and Sub -consultant identified inSchedule B1Wage Rates. All hourly rate fees will Include amaximum not to.ax.coed figure, inclusive ofall costs expressed inthe contract, duuumento' The City shall have noliability for any fee, cost orexpenae,aboywthis figure. o3.02'2 use HoudyRatoFeeooh1. uUbeuoedon|yinihose]nstanoeswhorethepatasagreethat.it|onotpoasibloto determine, defino, quantify and/orcal u1 the | /o asPecto, book«, ma»'h»«ro, or milestones �na p��ou� p or portion, thereof at the time of Work Order issuance. Hourly Fees may be utilized for Additional Work that is similarly indeterminate. In such oaoe«. the City will establish onAllowance |nthe Work Order that shall serve os.eNot tu Exceed Foe for the Work tobv , performed onmnHourly Rate Basis. B3,03 REIMBURSABLEEXPENGEG Any fees for authorin6 reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility ohargem, bffIue and drafting Kes, depreciation of equipment, professional dues, subscrlpflons,reproduction drawings and specifications (above the quantities set forth in this Agreemeni), mailing, stenographic, clerical,, or other employees time for travel and subsistence . All reimbursable services shall be billed to the City at direct cost expended by the Cbhsuftant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Conuu|tant'for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting gooumehtation deemed appropriate by 0nectorur designee including, without Umitatiun, detailed bills, 'itemized invoices and/or copies ofcancelled checks. B3.04 FEES FOR ADDITIVE orDEDUCTIVE ALTER S: The design of additive and deductive alternates contemplated as part of the original Scopefor aProject as authorized by the Director will be considered as part of Basic Services, The design of additive and deductive alternates that are beyond the odginal Scope, of Work and construction budget may be billed to Engineering Services ��� ATTACHMENT B - COMPENSATION 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 Sections B3.05 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's-Webpage at: wwv erniar 7dovnon ifcalaltai t rprov erttsljssadeat'r du etn htt tad. frttrntiie . 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, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants'' Competitive Negotiation Act, and other applicable laws. B3,05.3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services' and sub -consultant costs, the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by. the. City for revisions and/or modifications todrawings 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. RTICLE,, ;B4. PAYMENTS TTO..THE.CONSUL.TANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the City's Webpage at www mlarrrin v oa nl aoitalllmpro rno it / ige !€ roc err entO portllnitie; =: Failure to use the City Form will result in rejection 'of the invoice, <auus Civil Engineering Services The Corradino Group [32 I RFQ No, 12-13-004 ATTACHMENT B — COMPENSATION B4.02FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive designservices are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03BILLING 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 The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submita progress report giving the percentage: of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such 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 Sub -Consultants engaged on the project or task. in addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04-1 DEDUCTIONS No deductions shall be made from the Consultants 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 Sub -Consultants, and the Special Sub -Consultants 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.. $5.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, Icing distance telephone, courier and express mail between Consultant and Sub -consultants. 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. .sous Civil Engineering Services The Corradino Group [33 i RFQ No. 12-13-004 ATTACHMENT B 'COMPENSATION B5.01-5 Permit Fees All Permit fees, paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the .items described above when the Sub- Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE 136 COMPENSATION FOR REUSE OF PLANS AND: SPECIFICATIONS. 136.01 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. Ni,3cellaneous Civil Engineering Services The Corradino Group [34 i RFQ No; 12.13-004 INDIVIDUAL'S NAME ATTACHMENT B - COMPENSATION ATTACHMENT B - COMPENSATION SCHEDULE Bi - WAGE RATES SUMMARY JOB CLASSIFICATION MikeCiscarP.E Chief Engineer Carlos Alcantere, P.E.; Frank PanollaP,P.FJTC) , Project Manager Marvin Guillen, Ed.; ihuruVa Bagri, RE. (PSI); Franic Papellas, (TC) Senior Engineer Francis Mitchell, RE. (RE); Carlos Ribbeck P.E. (RE Juan Sotero, P.E.; Carlos Verson, P.E., Nitin Dave, P.E. (PSI); Hans Bernardo Bleier, P.E. " — - 1, Senior Pro'ect Engineer 411:8‘99 Engineer EnriqueVecin, JaVier Veliz, (RE)) Diego Espitia Ed, (TC) 1 ',Engineering Intern NEGOTIATED HOURLY RATE $84.00 $58,go $52 00 $56.00' ADJUSTED AVERAGE HOURLY RATE Multi lier 9) $243.60 $169.07 $150.80 $162.40 Luis Rodri uez , En ineering Technician Carlos Du ue (PSI) Senior Engineerin Technician $36.00 $104.40Y $19.50 $89.90 $52.20 .$56-551: Diana Du ue PSI -:..CADD/Computer Technician Aida M. Curtis CR); Jean C. Lee.(CR), Senior Landscape Architect Jennifer,Rogers,(CR) Landscape Architect Tiffany Marston (CR) LandScape Architect Intern Julio Persivale (CR) Landscape Architect CADD Thomas Brownell, PLS(ERB), Professional Land Surveyor Additionally the City will pay: • • • • 3 MahcreWParty Party Qhlef Instrument Man Rod Man Burdened Daily Rate ($944.00.) 10,scellaneous Civil Engineering Services The Corradino Group $25.00 72.50 $52.00 $34.44 $99.88 $25.48 $73.89 $25.00 $72.50 2. 4 Man Crew Party Party Chief Instrument Man Two Rod Men (Burdened Daily Rate: $1177.2.9) [35 I RFQ No.12-13-004 $150.80 CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Civil Engineering Services Contract Type Miscellaneous Services Consultant BCC Engineering, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2,01 TERM' 6 2.02 SCOPE OF SERVICES 6 2.03 COMPENSATION .6 ARTICLE 3 PERFORMANCE 6 3,01 PERFORMANCE AND DELEGATION 7 3,02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY STAFF 7 3.04 TIME FOR PERFORMANCE 7 ARTICLE 4 SUB -CONSULTANTS 7 4.01 GENERAL 7 4.02 SUB -CONSULTANT RELATIONSHIPS 7 4.03 CHANGES TO SUB -CONSULTANTS 7 ARTICLE 5 DEFAULT 8 6.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 8 6.01 CITY'S RIGHT TO TERMINATE 8 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOI3EYIST OR AGENT 9 ARTICLE 7 DOCUMENTS AND RECORDS 9 7.01 OWNERSHIP OF DOCUMENTS' 9 7.02 DELIVERY UPON REQUEST OR CANCELLATION 9 7.03 . RE -USE BY CITY 9 7.04 NONDISCLOSURE 9 7.05 MAINTENANCE OF RECORDS 10 ARTICLE 9 INSURANCE 11 7.06 COMPANIES PROVIDING COVERAGE 11 7.07 VERIFICATION OF INSURANCE COVERAGE 11 7,08 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 12 7,09 AUDIT mows 12 7.10 ENTIRE AGREEMENT 13 7.11 SUCCESSORS AND ASSIGNS 13 7.12 TRUTH -IN -NEGOTIATION CERTIFICATE 13 7,13 APPLICABLE LAW AND VENUE OF LITIGATION 13 7.14 NOTICES 13 7.15 INTERPRETATION 14 7.16 JOINT PREPARATION 14 7.17 PRIORITY OF PROVISIONS 14 7.18 MEDIATION - WAIVER 3F .JURY TRIAL 14 7.19 TIME 14 7,20 COMPLIANCE WITH LAWS 14 7.21 NO PARTNERSHIP 15 Page 1 TABLE OF CONTENTS (CONTINUED) 7.22 DISCRETION OF DIRECTOR 15 7.23 RESOLUTION OF CONTRACT DISPUTES: 15 7,24 INDEPENDENT CONTRACTOR* 16 ATTACHMENT A - SCOPE OF WORK 20 ARTICLE Al GENERAL 20 A1.01 SCOPE OF SERVICES 20 A1.02 WORK ORDERS 20 ARTICLE A2 BASIC SERVICES 20 20 A2.01 DEVELOPMENT OF OBJECTIVES 21 A2.02 ANALYTICAL REVIEW 21 A2.03 SCHEMATIC DESIGN 21 A2.04 DESIGN DEVELOPMENT 22 A2.05 CONSTRUCTION DOCUMENTS 22 A2.06 BIDDING AND AWARD OF CONTRACT 23 A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 24 ARTICLE A3 ADDITIONAL SERVICES 27 A3,01 GENERAL 27 A3.02 EXAMPLES 27 A3.03 ADDITIONAL DESIGN 27 ARTICLE A4 CITY'S RESPONSIBILITIES 27 A4.01 PROJECT & SITE INFORMATION 27 A4.02 CONSTRUCTION MANAGEMENT 28 SCHEDULE Al. - SUB -CONSULTANTS 29 SCHEDULE A2. - KEY STAFF 29 ATTACHMENT B - COMPENSATION AND PAYMENTS 30 ARTICLE B.1 METHOD OF COMPENSATION 30 B1.01 COMPENSATION LIMITS 30 B1.02 CONSULTANT NOT TO EXCEED 30 ARTICLE. B2 WAGE RATES 30 B2,01 FEE BASIS 30 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 30 B2,03 MULTIPLIER 30 B2.04 CALCULATION 30 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 31 B2.06 ESCALATION , 31 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 31 B3.01 LUMP SUM: 31 133.02 HOURLY RATE FEES 31 B3.03 REIMBURSABLE EXPENSES 31 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: 31 133.05 FEES FOR ADDITIONAL SERVICES 32 B3.06 PAYMENT EXCLUSIONS 32 133.07 FEES RESULTING FROM PROJECT SUSPENSION 32 ARTICLE B4 PAYMENTS TO THE CONSULTANT 32 B4.01 PAYMENTS GENERALLY 32 B4.02 FOR COMPREHENSIVE BASIC SERVICES 33 B4.03 BILLING - HOURLY RATE 33 33 B4.044 DEDUCTIONS 33 ARTICLE Be REIMBURSABLE EXPENSES: 33 B5.01 GENERAL 33 B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS 34 ARTICLE Be COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 34 B6.01 GENERAL 34 SCHEDULE B1 - WAGE RATES SUMMARY 35 B4,04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Miscellaneous Civil Engineering Services [2 RFQ No. 12-13-004 BCC Engineeringlnc CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Miscellaneous Civil Engineering Services (RFQ No, 12-13-004) Miscellaneous Services BCC Engineering, Inc. 7300 North Kendall Drive, Suit 400, Miami FL 33156 Section 18-85 THIS AGREEMENT made thisZ i. day of ' to the year 2014 by and between THE CITY OF MIAMI, FLORIDA, hereinafter calls. the "City," and BCC Engineering, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 12-13-004 on November 19, 2012, for the provision of Miscellaneous Civil Engineering Services ("Services") and the Consultant's proposal ("Proposal'), in response thereto, was selected as one 'of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein, WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Civil Engineering Services [3 13CC Engineering Inc. RFQ No.12-13.004 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1,01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth In full. 1,03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City Or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, 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 Mlami shall be referred to herein as "City". For the purposes of this Agreement, "City' without modification shall mean the City Manager. 1,08 Community Business Enterprise ("CBE") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and has declared, by registration for statistical purposes, to be a CBE 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee. 1.12 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. 1,13 Notice To Proceed means sarne 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. 1.14 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative of the City. 1.15 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope Of Services and/or Work Order issued pursuant to this Agreement. 1.16 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 Miscellaneous Civil Engineering Services [4 j RFQ No. 12-13-004 BCC Engineering Inc, PROFESSIONAL SERVICES AGREEMENT 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. 1.17 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of Toss for the City. 1.18 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives,, deliverables and milestones required for the completion of Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.19 Sub -consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.20 Wage Rates means the effective direct expense to the Consultant and/or the Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 111 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.22 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.23 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. 1.24 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control, In the event of any conflict between the The Consultant's response to the RFQ, this PSA will control. In the event of any conflict between this PSA and its attachments this PSA will control. Miscellaneous Civil Engineering Services [6 I BCC Engineering Inc. RFQ No. 12-13-004 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. 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 authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded. 2.01-1 Extension of Expiration Date In the event the Consuitant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment "A" hereto, which by this reference is Incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed five hundred thousand dollars ($500,00000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultants invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a 'proper invoice" as defined by § 218.72, Fla, Stat., and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bilis for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes, The Consultant shall utilize Attachment "C" for the submission of invoices. 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS Pursuant to City Code Section 18-87, all Proposers must adhere to the following CBE participation requirements per Ordinance 13331. 1) Assign a minimum of fifteen percent (16%) of the contract value to firms currently oertified by Miami -Dade County as a Community Business Enterprise ("CBE"); 2) Place a specific emphasis on utilizing local small businesses from within th.e City's municipal boundaries. ARTICLE 3, PERFORMANCE Miscellaneous Civil Engineering Services [6 SCC Engineering Inc. RF'Q No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the Consultants own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm, 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees working under this Agreement. 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 hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such Information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PEI'FORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. ARTICLE 4 SUB -CONSULTANTS 4,01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the services under this Agreement,, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference. 4,01.2 A Specialty Sub-Consultantis a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Sub' -Consultants. The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUB -CONSULTANTS Miscellaneous Civil Engineering Services 17 i BCC Engineering Inc. RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT The Consultant shall not add, modify, or change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLES DEFAULT 5,01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Consultant shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from the Consultant until such time as the actions giving rise to default have been cured. 5.02 CON»ITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: 6.02.1 The Consultant fails to obtain or maintain the professional engineering certification lioensure, insurance or bonding herein required. 5.02-2 The Consultant falls to comply, in a substantial or material sense, with any of Its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such default, 6.02.3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 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 time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified the Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force 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 AGREEIVIENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director or designee within ten (10) business days of termination, Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee, Miscellaneous Civil Engineering Services [8i BCC Engineering Inc. RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses ,earned compensation for the Services that was performed in complete 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, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from the Consultant specifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR 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 thisprovision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS ' All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement, The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CiTY It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for 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 or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative Miscellaneous Civil Engineering Services [9 BCG•Engineering Inc. RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, Sub -Consultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder, Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation; (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer , at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; (5) All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 119.0701 Contracts; public records,— (1) For purposes of this section, the term; (a) "Contractor" means an individual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting, on behalf of the public agency as provided under s. 119.011(2). (b) "Public agency" means a state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit of government created or established by law. (2) In addition to other contract requirements provided by law, each public agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b) Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exemptor confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, to the public agency all public records in possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements, All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public. agency. (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. Miscellaneous Civil Engineering Services [10 I RFQ No. 12-13-004 ECC Engineering inc, ! PROFESSIONAL SERVICES AGREEMENT - ARTICLE 8 INDEMNIFICATIONS The Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Inclemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection with (1) the performance or non-performance of 'the duties, responsibilities, standards, services, supplies, materials and equipment contemplated by this Agreement which is directly or indirectly caused, in whole or in pal, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties "'), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or Inclemnitees, or any of them, or (IJ) the failures of the CONSULTANT to comply with any of the provisions herein; or (III) the Failure of the CONSULTANT , or the Indemnitees, If applicable, to conform to statutes, ordinances, rules,. or other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, In connection with the granting , approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreements by law, CONSULTANT expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws. This section shall be interpreted and construed In a manner to comply with any applicable Florida Statutes, Including, without Ilmitation, Sections Version A. 725.06 and 725.08, E&, if applicable, Severability shall apply to each sentence of this section, This Indemnification shall survive the cancellation or expiration of the Agreement, The Consultant shall require all Sub Consultant agreements to include provision that they will indemnify or mae in wnmk 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 nuouman or shares any nanpunu|bUKy or ||mbU8y of the Consultant or Sub Consultant under this Agreement. Ten dollars of the payments made by the City constitute separate, distinct,and Independent consideration for -the granting of this Indemnification, the receipt and sufficiencyof which isvoluntarily and knowingly acknowledged bythe Consultant. ARTICLE INSURANCE The Consultant shall not start 8nrNooe under this Agreement until the Consultant has obtained all Insurance required hereunder and UhwOkv's Risk Manager has approved such |mounanom. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall beissued by companies authorized todubusiness under the laws ofthe State of Florida and satisfactory to the Risk Administrator. All companies shall have Florida resident agent andbena(edot|amefA(X),aaparA.K0.Bm#OorDpany'uKeyRmUnQGu|da^}ataateditkzD. 9.02 VERIFICATION QFINSURANCE COVERAGE The Consultant ohmU furnish certificates cfInsurance tothe Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the OonoV|t8nd has Miscellaneous Civil Engineering Services BCC-Engineering Inc. PROFESSIONAL SERVICES AGREEMENT obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within 30 days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) days of written request. 9.03 FORMS OF COVERAGE 9.03-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. The coverage shall be written on a primary and non contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) 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 minima! combined single limit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read (30) clays/ (10) days for nonpayment. 9.03.3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $1,000,000 per claim, $1,000,000 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9.03.4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence. SUIB-CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required Insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) clay written notice to the Consultant in accordance with §10.06 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 The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant.. The inspection and audit provisions provided for City contracts set forth in §18-101 and § Miscellaneous Civil Engineering Services 112 i RFQ No, 12-13.004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT 1.8-102, City Code, are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions .that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment , sale transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation. 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 Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or noncurrent 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 -bade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under 0 where the Consultant shall pay the City's reasonable attorney's fees, 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place 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: Mark Spanioli, P.E. Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2" d Ave., - 8th FI Miami, Florida 33130 Miscellaneous Civil Engineering Services [13 I RFQ No. 12-13-004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT Jeovanny Rodriguez, P,E, Assistant Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave,, m 5th FI Miami, Florida 33130 For Consultant: Ariel Milian, P.E. Vice President BCC Engineering, Inc. 7300 North Kendall Drive, Suite 400 Coral Gables, FL 33156 305-670-2350 AMillan@bcceng.com 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including ail of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other, 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION a 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 findmutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida, The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with all Sub -Consultants and/or independent contractors and/or the Consultants retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in thls Agreement. 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 Miscellaneous Civil Engineering Services [14 BCC Engineering Inc, RFC No. 12.13.004 PROFESSIONAL SERVICES AGREEMENT applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this agreement. Non -Discrimination The City warrants and represents that It does not and will not engage In discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement, 10.12.1 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations Is exhibited by the Consultant. 10.12-2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.16 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 Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, Is required prior to the Consultant being entitled to seek judicial relief in connection therewith, Should the amount of compensation hereunder Miscellaneous Civil Engineering Services 115 i RFQ No. 12-13-004 BCC Engineering Inc. PROFESSIONAL, SERVICES AGREEMENT exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: () it has first received City Manager's written decision, approved by City Commission if applicable, or (11) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written Instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR; The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City, Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant, and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 10,17 CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10,18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement, Miscellaneous Civil Engineering Services [16 1 RFQ No, 12A3-004 HOC Engineering Inc, Print Name, Title ATTEST: PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATT .,.T: BCC ngirTeng, Inc Lure Signatur 100219,Acaz 6w) Atie, atiA ve y_togcefit-4 Print Name, Title of Authorized Officer or Official Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: TO"dcl an o y d' (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Honda y Martinez, P , City Manager AFTROVED AS INWRANCE- APR OVED A TE6EFS M AND ECIUIREMENf4 CORRECT Calvin El,. is, Dir ctor Risk M agement Department ctoria Mendez Miscellaneous Civil Engineering Services [17 I BCC Engineering Inc. ty Attorrt'ey • eiA--55- 9A5 RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (1F CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the Taws of the State of , held on the day of , , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of ..__,, held on the __day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect, IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Civil Engineering Services [1a 1 RFQ No. 12-13-004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual), CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) business as (dlb/a) executed and am bound by the terms of the Agreement IN WITNESS WHEREOF, I have hereunto set my hand Signed: Print: individually and doing (If Applicable) have to which this attestation is attached, this day of , 20_ NOTARIZATION STATE OF ) SS: COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , by who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Miscellaneous Civil Engineering Services [191 RFC) No. 12-13.004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Civil Engineering Services shall include, but are not limited to, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction, cost, review of Work prepared by Sub -consultants and other consultants, field investigations and observations, post design services, construction administration, and other related Services as needed to complete the Project. Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA), A1,01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order, Consultant may be required to perform all or some of the services presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive civil engineering professional services for the Project. The Project shall include roadway reconstruction or resurfacing, drainage improvements, storm water management, swale restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping, verification of City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, and any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs for the Work. The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1.02 WORK ORDERS Al.02 A 1 PROCEDURES When C1P has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions, The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub Consultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal, Upon acceptance of a Work Order Proposal CIP will prepare a Work Order that will be reviewed by CIP staff and the Director or designee. Upon approval CIP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete Civil Engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in the Agreement. Miscellaneous Civil Engineering Services 120 RFQ No. 12-13-004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City, Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Rule 61 G15-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design,. drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services, Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01.1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01 -2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. A2.01.3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01.4 Consultant shall hire the appropriate sub -contractor to provide Civil Engineering services which are not in-house. Surveys shall include the location of all site structures including all utility structures and facilities. Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this Work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 ANALYTICAL REVIEW Verification of the City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, especially drainage complaints; and digitally record project area during significant rain events, A2.03 SCHEMATIC DESIGN A2.03.1 Recommended Course of Action Consultant shall prepare and present, in writing, for approval by the Project Manager, a Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1. Street name and limits Miscellaneous Civil Engineering Services BCC Engineering Ina, [21 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating as outlined in the Citywide Pavement Analysis Survey 3. A detailed cost estimate for design and construction that maximize the number of streets that would be upgraded from poor to at least good. 4. A design and construction schedule for the recommended Course of Action A2,04 DESIGN DEVELOPMENT From the approved RCA, Consultant shall prepare and present the following in writing: 1. The design parameters to be used for each street being improved (ie, reconstruction, milling and resurfacing, etc.) 2. The submittal requirements for each street 3. The final cost estimate for design and construction A2.05 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A drawing cover sheet listing en index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. 6. Consultant shall include, and will be paid for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City In connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 7. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies submittals for which the Contractor shall be responsible for design. 8. Consultant shall submit the special or supplemental terms and conditions separate from the technical specifications, 9. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be 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 .pdfformat. Miscellaneous Civil Engineering Services [22 RFQ No. 12-13-004 BCC Engineering Inc, PROFESSIONAL SERVICES AGREEMENT A2,06-1 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 Liniit"). 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 (1 0%) percent of the Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .pit, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.06 BIDDING AND AWARD OF CONTRACT A2.06-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders, 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.06.3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price Miscellaneous Civil Engineering Services [23 BCC Engineering Inc. RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without additional .compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.074 The Construction Phase will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and. Certificates) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.07-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project, The Consultant shall also note the general status and progress of the Work on forms furnished by the City and submit them in a timely manner. The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings, Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2,07-6 1. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the Miscellaneous Civil Engineering Services 124 j RFQ No, 12-13-004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3, Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment tothe 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. A2.07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.07-7 A2.07-8 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. A2.07-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes, Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.07.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.736. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and Miscellaneous Civil Engineering Services [25 I RFQ No. 12-13-004 BCC Engineering Inc, PROFESSIONAL SERVICES AGREEMENT 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 ail guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.07-'1 1 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to l) initial instruction of City's personnel In the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.07-1 2 The Consultant shall furnish to the City the original documents, including drawings, revised to "as- built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contraotor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes .made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.07-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City. A2.07.14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts 'used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. Miscellaneous Civil Engineering Services [26 i RFC) No. 12-13-004 13C0 Engineering inc. PROFESSIONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services, Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Section 83,06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Apooraisals: Investigation and creation of detailed appraisals and valuations of existing facilities,and surveys or inventories in connection with construction performed by City, A3.02.2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, subcontractor, or equipment manufacturer. A3,02-4 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant, (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3,02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02.6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily 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 CITY'S RESPONSIBILITIES A4.01 PROJECT & SITE INFORMATION City, at Its expense and insofar es performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A4,01.1 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, Miscellaneous Civil Engineering Services [27 RFQ No, 12-13-004 BCC Engineering Inc. PROFESSIONAL SERVICES AGREEMENT A4.01-2 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. A4.01.3 General Proiect Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing, a program as per Section A2,02 A4.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2,01 to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A4.01-5 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, A4.02 CONSTRUCTION MANAGEMENT A4.02.1 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. A4.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Civil Engineering Services 1300 Engineering Inc. [28 I RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. - SUB -CONSULTANTS PIRIVI NAME CONSULTING FIELD ER Brownell & Associates, Inc. Surveying Nutting Engineers of Florida, Inc. Geotechnical Louis J. Aguirre & Associates, Inc. MEP Curtis + Rogers Design Studio Landscape Architecture E Sciences, Inc. Environmental / Permitting Support Infinite Source Communication Public Information SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION David Rivera Principal Luis Rodriguez Project Manager Ricardo Ayala Project. Engineer Daniel Raymat Senior Engineer Steve GoldsteinSenior A Engineer Veronica Capdevilla Clerical Armando Nunez CARD Technician Daniel Benitez Engineering Intern Trung Nguyen Senior Engineering Technician Marcella Dandrea Inspector Aida Curtis Senior Landscape Architect Jennifer Rogers Landscape Architect Tiffany Marston Landscape Architect Intern Julio Persivale Landscape Architect CADD Thomas Brownell Senior PSM Rick Drowatzky Driller Miscellaneous Civil Engineering Services BCC Engineering Inc. [29 RFQ No. 12,13-OO4 ATTACHMENT B .. COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B.1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum (See Section B3.01). b) An Hourly Rate, as defined B3.02in Section and at the rates set forth in Section NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.03-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director. The averages of said certified Wage Rates are summarized In Schedule B1 incorporated herein by reference, Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Sub -Consultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. 92.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation far a given Scope of Work, the City reserves the right to 'recommend the use of the Consultant employees at particular Wage Rate levels, B2.03 MULTIPLIER For Work assigned under this Agreement, a multiplier of 2.9 shall apply to the Consultant's average 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, A copy of your firm's Florida Department of Transportation ("FDOT") Lorraine E. Odem letter shall be submitted to CIP upon request for review. 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, Miscellaneous Civil Engineering Services BCC Engineering Inc. [30 I RFQ No. 12-13-004 ATTACHMENT B —COMPENSATION available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. B2,06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. 83.01-1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2, B3.02 HOURLY RATE FEES 83.02-1 Hourly Rate Fees shall be those rates for the Consultant and Sub -Consultant employees identified in Schedule B1 Wage Rates. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract 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 tirne for travel and subsistence , All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services, The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to Miscellaneous Civil Engineering Services BCC Engineering Inc. [31 I RFQ No. 12-13-004 ATTACHMENT B . COMPENSATION 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 Sections B3,05 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at: www, miamioov.com/capitalimprovements/paces/ProcurementOpportunities. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination Of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. B3.05.2 Procedure and Compliance An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed wilt 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 inolude additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub -consultant costs, the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant. B3.06 PAYMENT OCCLUSIONS 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. 133.07 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 he 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 Consultants further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT E34.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the City's Webpage at www,miamigov.com/Capitallmprovements/papas/ProcurementOpportunities. Failure to use the City Form will result in rejection of the invoice. Misoeilaneous Civil engineering Services BCC Engineering Inc. [32 I RFQ No. 12-13-004 ATTACHMENT B - COMPENSATION B4.02FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, In the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task, To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Sub -Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.Q4 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting date for payments made to or costs incurred by the Sub -Consultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04.1 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 Sub -Consultants, and the Special Sub -Consultants 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. B6.01-2 Travel And Per Diem Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement, B6.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Sub -consultants. 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. Miscellaneous Civil Engineering Services [33 I RFC) No. 12-13-004 BCC Engineering Inc. ATTACHMENT a - COMPENSATION 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. B602 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the Items described above when the Sub - Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE B6 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. Miscellaneous Civil Engineering Services [34 BCC Engineering Inc. RFQ No. 12-13.004 ATTACHMENTB .. COMPENSATION ATTACHMVIENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY INDIVIDUAL NAME JOB CLASSIFICATION NEGOTIATED HOURLY RATE HOURLY RATE (2,9 Multiplier Applied) David Rivera Principal $77.00 $223.30 Luis Rodriguez Project Manager $58.38 $169.30 Ricardo Ayala Project. Engineer $52.00 $126,70 Daniel Raymat Senior Engineer $63.13 $183,08 Steve Goldstein Senior Engineer $50,00 $145.00 Veronica Capdevilla Clerical $13A0 $37,70 Armando Nufiez CADD Technician $25.00 $72,50 Daniel Benitez Engineering Intern $31.00 $89,90 Trung Nguyen Senior Engineering Technician $19.23 $55.77 Marcello Dandrea Inspector $23.00 $66.70 Aida, Curtis Senior Landscape Architect $52.00 $126,70 Jennifer Rogers Landscape Architect $34,44 $99,88 Tiffany Marston Landscape Architect Intern $25,48 $73.89 Julio Persivale Landscape Architect CADD $25,00 $72,50 Thomas Brownell Senior PSM $25.00 $72,50 Rick Drowatzky Driller $13,00 $37,70 Additionally the City will pay: 1. 3 Man Crew Party Party Chief Instrument Man Rod Man Burdened Daily Rate ($944.00) 2. 4 Man Crew Party Party Chief Instrument Man Two Rod Men (Burdened Daily Rate: $1177.29) Miscellaneous Civil Engineering Services I35 i RFC) No. 12-13-004 BCC Engineering Inc. CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service 'Category Miscellaneous Civil Engineering Services Contract Type Miscellaneous Services Consultant A & P Consulting Transportation Engineers TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 5 2.01 TERM' 5 2.02 SCOPE OF SERVICES 5 2.03 COMPENSATION 6 ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION 6 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 6 3.03 CONSULTANT KEY STAFF 6 3.04 TIME FOR PERFORMANCE 7 •ARTICLE 4 SUB -CONSULTANTS 7 4.01 GENERAL 7 4.02 SUB -CONSULTANT RELATIONSHIPS 7 4,03 CHANGES TO SUB -CONSULTANTS 7 ,ARTICLE 5 DEFAULT 7 5,01 GENERAL 7 5.02 CONDITIONS OF DEFAULT 7 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 8 6.0.1 CITY'S RIGHT TO TERMINATE 8 6.02 CONSULTANT'S RIGHT TO TERMINATE 8 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 8 ARTICLE 7 DOCUMENTS AND RECORDS. 9 7.01 OWNERSHIP OF DOCUMENTS ' 9 7.02 DELIVERY UPON' REQUEST OR CANCELLATION 9 7.03 RE -USE BY CITY 9 7.04 NONDISCLOSURE 9 7.05 MAINTENANCE OF RECORDS 9 ARTICLE 9 INSURANCE 11. 7.06 COMPANIES PROVIDING COVERAGE 11 7.07 VERIFICATION OF INSURANCE COVERAGE 11 7.08 FORMS OF COVERAGE 11 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 12 709 AUDIT RIGHTS 12 7.10 ENTIRE AGREEMENT 12 7.11 SUCCESSORS AND ASSIGNS 12 7,12 TRUTH -IN -NEGOTIATION CERTIFICATE 13 7.13 APPLICABLE LAW AND VENUE OF LITIGATION 13 7,14 NOTICES 13 7.15 INTERPRETATION 13 7.16 JOINT PREPARATIQN 14 7,17 PRIORITY OF PROVISIONS 14' 7,18 MEDIATION - WAIVER OF JURY TRIAL 14 7.19 TIME 14 7.20 COMPLIANCE WITH LAWS 14 7.21 NO PARTNERSHIP 15 Q 61Nk te23_ C 3 Page 1 TABLE OF CONTENTS (CONTINUED) 7.22 DISCRETION OF DIRECTOR 15 7.23 RESOLUTION OF CONTRACT DISPUTES: 15 7.24 INDEPENDENT CONTRACTOR: 15 ATTACHMENT A - SCOPE OF WORK 20 ARTICLE Al GENERAL 20 A1.01 SCOPE OF SERVICES 20 A1.02 WORK ORDERS 20 ARTICLE. A2 BASIC SERVICES 20 A2.01 DEVELOPMENT OF OBJECTIVES 21 A2.02 ANALYTICAL REVIEW 21 A2.03 SCHEMATIC DESIGN 21 A2,04 DESIGN DEVELOPMENT 22 A2.05 CONSTRUCTION DOCUMENTS 22 A2.06 BUDDING AND AWARD OF CONTRACT 23 A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT -- 24 ARTICLE A3 ADDITIONAL SERVICES 27 A3.01 GENERAL 27 A3.02 EXAMPLES 27 A3.03 ADDITIONAL DESIGN 27 ARTICLE A4 CITY'S RESPONSIBILITIES 27 A4.01 PROJECT & SITE INFORMATION 27 A4.02 CONSTRUCTION MANAGEMENT 28 SCHEDULE Al. - SUB -CONSULTANTS 29 SCHEDULE A2. - KEY STAFF 29 ATTACHMENT B - COMPENSATION AND PAYMENTS 30 ARTICLE B.1 METHOD OF COMPENSATION 30 B1.01 COMPENSATION LIMITS 30 B1.02 CONSULTANT NOT TO EXCEED 30 ARTICLE B2 WAGE RATES 30 B2.01 FEE BASIS., 30 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 30 B2.03 MULTIPLIER 30 B2.04 CALCULATION 30 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 31 82.06 ESCALATION 31 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 31 B3.01 LUMP SUM' 31 B3.02 HOURLY RATE FEES 31 B3.03 REIMBURSABLE EXPENSES 31 133.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: 31 B3.05 FEES FOR ADDITIONAL SERVICES 32 83,06 PAYMENT EXCLUSIONS 32 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 32 ARTICLE B4 PAYMENTS TO THE CONSULTANT 32 B4.01 PAYMENTS GENERALLY 32 B4.02 FOR COMPREIiENSIVE BASIC SERVICES ..33 B4.03 BILLING HOURLY RATE...... 33 B4.04 PAYMENT FOR.. ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 33 B4,04-1 DEDUCTIONS 33 ARTICLE B5 REIMBURSABLE EXPENSES:_ 33 85.01 GENERAL 33 B5.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS 34 ARTICLE B6 COMPENSATION FOR. REUSE OF PLANS AND SPECIFICATIONS 34 B6.01 GENERAL 34 SCHEDULE B1 WAGE RATES SUMMARY 36 Miscellaneous Civil Engineering Services [21 'RFQ No. 12-13-004 A & P Consulting Transportation Engineers CITY OF MIAMI DEPARTMENT O.F CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Miscellaneous Civil Engineering Services (RFQ No. 12-13-004) Miscellaneous Services A & P Consulting Transportation Engineers 10305 NW 41stSt, Suite 115, Doral, FL 33178 Section 18-85 �-h THIS AGREEMENT made this at day of a`r in the year 2014 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and A & P Consulting Transportation Engineers, hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 12-13-004 on November 19, 2012, for the provision of Miscellaneous Civil Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are by this reference expressly incorporated into and made a part of this Agreement as if set forth in full. E. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with. Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City' and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Civil Engineering Services C3 A & P Consulting Transportation Engineers RFQ No.12-13-004 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFiNITI.ONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth In full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such In a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1..07 City Or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement Is to be performed. In all respects hereunder, 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'sauthority 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". Forthe purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Community Business Enterprise ("CBE") means a business that has registered with the relevant Miami -Dade County agencies to compete for County consulting contracts and has declared, by registration for statistical purposes, to be a CBE 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Department of Capital Improvements Program or designee. 1.12 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. 1.13 Notice To Proceed means same as "Authorization to Proceed.". A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.14 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative of the City. 1.15 Project means the construction, alteration and/or repair, and all servicesand 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. 1,16 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 Miscellaneous Civil Engineering Services [4 A & P Consulting Transportation Engineers RFQ'No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with hisor 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. 1.17 Risk Administrator means the City's Risk Management Administrator., or designee, or the individual named by the City Manager to administer matters relating to Insurance and risk of loss for the City. 1.18 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project oran assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.19 Sub -consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.20 Wage Rates means the effective direct expense to the. Consultant and/or the Sub -Consultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.21 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.22 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.23 Work Order Proposal means a document prepared by the Consultant, at the request of the. City for Services to be provided by the Consultanton a specific phase of a Project. 1,24 .Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Consultant's response thereto the RFQ will control. In the event of any conflict between the The Consultant's response to the RFQ, this PSA will control. In the event' of any conflict between this PSA and Its attachments this PSA will control. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be for two (2) years commencing on the effective date hereof. 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 authorization of this Agreement Includes delegation of authority .to the City Manager to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2,02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth In Attachment "A" hereto, which by this reference is incorporated into and made a part of this Agreement. Miscellaneous Civil Engineering Services [5 j A & P Consulting Transportation Engineers RFQ No.12-13-004 PROFESSIONAL SERVICES AGREEMENT 2.03 COMPENSATION 2.03.1 Compensation Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed 'fee,based on the rates and schedules established in Attachment. B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed five hundred thousand dollars ($500,000,00) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission and put Into effect by written amendment to this Agreement. The City may, at its sole discretion use other 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 amended from time to time. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida. Statute Chapter 218, Part Vil, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice" as defined by § 218.72, Fla. Stat., and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment "C" for the submisssion of Invoices. 2.04 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS Pursuant to City Code Section 18.87, all Proposers must adhere to the following CBE participation requirements per Ordinance 13331. 1) Assign a minimum of fifteen percent (1.5%a) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE"); 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries, ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The services to be performed hereunder shallbe performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur... All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees working under this Agreement. 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 hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [6 I RFQ No,12.13.004 PROFESSIONAL SERVICES AGREEMENT information as necessary to determine the suitability of proposed new Key Staff, Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall not constitute any responsibility or liability for the lndividual's ability to perform. 3,04 TiME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notioe to Proceed issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be oause for any claim by the Consultant for extra compensation. ARTICLE 4 ;SUB -CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was identified as part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the services under this .Agreement, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference. 4.01-2 A Specialty Sub -Consultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Sub -Consultant shall be inaddition to those identified in Schedule Al. 4.02 SUB -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate. written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02.2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Sub -Consultants, The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUB -CONSULTANTS The Consultant shall not add, modify, or change any Sub -Consultant listed in Schedule Al without prior written approval by the Director or designee, in response to a written request from .the Consultant stating the reasons for any proposed substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement, or 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 fromany obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any of the following: Miscellaneous Civil Engineering Services [7 A & P Consulting Transportation Engineers RFC No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 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 time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified the Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force 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 TERMINATIONOF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate .this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance: with provisions of Attachment B, provided that said documentation is turned over to Director or designee within :ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee, 6,01.1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses ,earned compensation for the Services that was performed in complete 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, following breach by the City, if breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from the Consultant specifying its breach of its duties under this Agreement. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working. solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, Individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. Miscellaneous Civil Engineering Services [8 l A & P Consulting Transportation Engineers RFQ No,12-13.004 PROFESSIONAL SERVICES AGREEMENT 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 there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement Without restrictionor limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for Inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for Information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within ten (10} days of request by the City, shall be just causefor 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 plans and specifications, including construction drawings, at the City's sole option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder,, and the Consultant shall require all of its employees, agents, Sub -Consultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE O.F RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on thesame terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer , at no cost, to the City .all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure Miscellaneous Civil Engineering Services [9 A & P Consulting Transportation Engineers RFQ No. 12-13.004 PROFESSIONAL SERVICES AGREEMENT requirements; (5) All electronically stored public records must be provided to the City in a format compatible with the City's information technology systems. 119.0701 Contracts; public records.— (1) For purposes of this section, the term: (a) "Contractor" means .anindividual, partnership, corporation, or business entity that enters into a contract for services with a public agency and is acting on behalf of the public agency as provided under s. 119.011(2). (b) "Public agency" meansa state, county, district, authority, or municipal officer, or department, division, board, bureau, commission, or other separate unit of government created or established by law. (2) In addition to other contract requirements provided by law, each public :agency contract for services must include a provision that requires the contractor to comply with public records laws, specifically to: (a) Keep and maintain public records that ordinarily and necessarily would be required by the public agency in order to perform the service. (b). Provide the public with access to public records on the same terms and conditions that the public agency would provide the records and at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (c) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law. (d) Meet all requirements for retaining public records and transfer, at no cost, tothepublic agency .all public records in .possession of the contractor upon termination of the contract and destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. All records stored electronically must be provided to the public agency in a format that is compatible with the information technology systems of the public agency, (3) If a contractor does not comply with a public records request, the public agency shall enforce the contract provisions in accordance with the contract. ARTICLE 8 INDEMNIFICATIONS The Consultant shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs,. penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection with (I) the performance or non-performance of the duties, responsibilities, standards, services, supplies, materials and equipment contemplated by this Agreement which Is directly or indirectly caused., In whole or In part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties ""), regardless of whether it is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or Indemnitees, or any of them, or (II) the failures of the CONSULTANT to comply with any of the provisions herein; or (ill) the failure of the CONSULTANT , or the .Indemnitees, If applicable, to conform to statutes, ordinances, rules,. or other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, in connection with the granting , approving or performance of this Agreement, or any. Amendment to this Agreement, or any actions or challenges that may arise out of thls Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or similar limitations imposed on such agreements by law, CONSULTANT expressly agrees to Indemnify and hold harmless the Indemnitees, or any of them, from and against Miscellaneous Civil Engineering Services [10 A & P Consulting Transportation Engineers RFQ No.1.2-13.004 PROFESSIONAL SERVICES AGREEMENT all liabilities which may be asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former .employee would otherwise be limited to payments under state Worker's Compensation or similar laws. This section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections Version A. 725.06 and 725.08, F.S., if applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration of the Agreement. The Consultant shall require all Sub Consultant agreements to include a provision that they will indemnify the City.. The Consultant agrees and recognizes that the City shall not be held .liable or responsible for any claims which may result from any actions or omissions of the CONSULTANT in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the City In no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this •Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All Insurance policies shall be Issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk. Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall olearly indicate that the Consultant has obtained insurance of the type, amount and classification required by theseprovisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice' of non -renewal of the insurance within 30 days of the change, The Consultant shall furnish copies of Insurance policies pertaining to this Agreement to Risk Administrator within ten (10) days of written request, 9.03 FORMS OF COVERAGE 9.©3-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for 'bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. The coverage shall be written on a primary and non contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) days for nonpaym ent. 9.03.2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned, hired and non owned autos with a minimal combined single limit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10) days for nonpayment. Miscellaneous Civil Engineering Services [11 A & P Consulting Transportation Engineers RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT 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 year after completion of the construction and acceptance of any project covered by this Agreement. 9.03.4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with . a minimum limit of $500,000 each occurrence. SUB..CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same insurance requirements, 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other Insurance obligations by providing a thirty (30). day written notice to the Consultant in accordance with §10.06 herein. 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 The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The: Consultant agrees to furnish copies of any records necessary, in the opinion of .the Director, to approve any requests for payment by the Consultant.. The inspection and audit provisions provided for City contracts set forth in §18-101 and § 18-102., City Code, are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not bedeemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, In whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a rnerger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that wouldconstitute an assignment or sale hereunder requiring prior City approval The Consultant's services are unique in nature and any assignment , sale transference without City Commission approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation, The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement In a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [12 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns o'f such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10;05 APPLiCALBLE 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 0 where the Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sentby 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 of notice: FOR City of Miami: Mark Spanioli, P.E. Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave., .. 81h FI Miami, Florida 33130 Jeovanny Rodriguez, P.E, Assistant Director City of Miami Capital Improvements Program (CIP) 444 S.W. 2nd Ave., - 8th FI Miami, Florida 33130 For Consultant: Antonio G. Acosta, P.E., C.G.C. President A & P Consulting Transportation Engineers 10305 NW 41st St, Suite 115 Dora!, FL 33178 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual Intent and no rule of strict construction shall be applied against either party hereto.' The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or Interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein;" "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any particular sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement., such reference is to the Section or Miscellaneous Givil Engineering Services [13 A & P Consulting Transportation Engineers RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT Article as a whole, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction,be construed more severely against one of the parties • than any other. 10,09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the .term., statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION a 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 afi disputes between them shall be submitted to non -binding. mediation prior to the Initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator., who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the .costs of a certified mediator on a 50/50 basis. The Consultant agrees to Include such similar contract provisions with all Sub -Consultants and/or independent contractors and/or the Consultants retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. 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.. Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race,color, sex,religion, age, handicap, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement, 10,12-1 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances, The City reservesthe right to refuse the Consultant access to City property, Including project jobsites, if the Consultant employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12.2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [14 i RFQ No.12-13-004 PROFESSIONAL SERVICES AGREEMENT applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant• has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be Within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES: 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 tonotify 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 Managerfail to resolve the dispute the Consultant shall submit their dispute In writing., with all supporting documentation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant. Director -Contracts shall review the Issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding. by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute .and issue a written finding. The Consultant must submit any further appeal In writing withinfive calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for his/her resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (I) it has first received City Manager's written decision, approved by City Commission If applicable, or (ii) a period of sixty (60) days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting, documentation, or, a period of (90) days has expired where 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: Miscellaneous Civil Engineering Services [15 A & P Consulting Transportation Engineers RFQ No• 12-13-004 PROFESSIONAL SERVICES AGREEMENT FUnding for this Agreement Is contingent on the availability of funds and continued authorization for program activities and the Agreement Is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD PARTY BENEFICIARY 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. Miscellaneous Civil Engineering Services [16 I RFQ No.12-13-004 A & P Consulting Transportation Engineers PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. - 0 \1 W E 5/ TTEST: atur Print IVarne, Title ATTEST: A & P Cons ting Transportation Engineers \en Signature 0(00,5 6-0 kiem PrinMmAi Title f /uthorized Officer or Official r ri / (Corporate Seal) •Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: CITY OF MIAMI,, a municipal corporation of the State of Florida Todd I- annon, C y Clerk Jo Martinez, P.E, Ci y anager APPROVED Ag TO I SU ANCE RE UIREMENTS: Ivin Ellis, Dir) ct isk Management D partment Miscellaneous Civil Engineering.Services A & P Consulting Transportation Engineers 4PPROVED AS TO LEGAL FQRM AND ORRECTNES$: Victoria Mendez, City Attorney [17 1 RFQ No.12-13-004 CORPORATE RESOLUTION WHEREAS, .0( conc431-1-imi NY1 LY) , Inc. desires to enter into an agreement/amendment with the City of Miami for the purpose of performing the work described in the agreement/amendment to which this resolution is attached; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BEIT RESOLVED BY THE BOARD OF DIRECTORS that the Pr kect (type title of officer)' , is hereby authorized (type name of officer) and instructed to enter into this agreement/amendment, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed agreement/amendment to which this resolution is attached and to execute the corresponding agreement/amendment. DATED this day of , 1- Corporate---S retary (Corporate Seal) PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of , .a corporation organized and existing under the laws of the State of , held on the day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that his/her execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 . Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the __day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to executeagreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner., shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 . Partner: Print: Names and addresses of partners: Natne Street Address City State Zip Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers i18.1 RFQ.No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (dlb/a.) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20_ Signed: Print: STATE OF NOTARIZATION SS: COUNTY OF The foregoing instrument was acknowledged before me this day of , 20 , .by , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers 119 I RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A m SCOPE OF WORK ARTICLE Al GENERAL Civil Engineering Services shall include, but are not limited to, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of Work prepared by Sub -consultants and other consultants, field investigations and observations, post :design services, construction administration, and other related Services as needed to complete the Project. Consultant shall provide comprehensive Civil Engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1A1 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in. a Work Order. Consultant may be required to perform all or some of the services presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive civil engineering professional services for the Project. The Project shall include roadway reconstruction or resurfacing:, drainage improvements, storm water management, swale restoration, curbs, gutters, sidewalks, lighting improvements, landscaping, signage and striping, verification of City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, and any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, :specifications and estimate of probable construction costs for the Work. The City will phase the Work required to complete the Project so that the Project is designed and constructed in themost logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1.02 WORK ORDERS A1.02-1 PROCEDURES When CIP has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Sub- Consultants, and deliverable itemsand/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal CIP will prepare. a Work Order that will be reviewed by CIP staff and the Director or designee. Upon approval CIP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee, ,ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete Civil. Engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in the Agreement. 'Miscellaneous Civil Engineering Services C20 A & P Consulting Transportation Engineers RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant Is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Rule 61G15-19,001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design, Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, Including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specification or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01.1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2,01..2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents, For clarity of scope, the items that need further development will be called Conceptuals and the remaining items willbe called Designs. A2.01..3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials, A2.01.4 Consultant shall hire the appropriate sub -contractor to provide Civil Engineering services which are not in-house. Surveys shall include the location of all site structures Including all utility structures and facilities. Consultant shall also engagea soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this Work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 ANALYTICAL REVIEW Verification of the City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311.calls for various complaints, especially drainage complaints; and digitally record project area during significant rain events. A2,03 SCHEMATIC DESIGN A2.03.1 Recommended Course of Action Consultant shall prepare and present, in writing, for approval by the Project Manager, a Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1. Street name and limits Miscellaneous Civil Engineering Service's A & P Consulting Transportation Engineers [21 I RFQ No. 12-13.004 PROFESSIONAL SERVICES AGREEMENT 2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating as outlined hi the Citywide Pavement Analysis Survey 3. A detailed cost estimate for design and construction that maximize the .number of streets that would be upgraded from poor to at least good. 4. A design and construction schedule for the recommended Course of Action A2.04 DESIGN DEVELOPMENT From the approved RCA, Consultant shall prepare and present the following in writing: 1. The design parameters to be used for each street being improved (ie, reco.nstruction, milling and resurfacing, etc.) 2. The submittal requirements for each street 3. The final cost estimate for design and construction A2.05 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final. Construction Documents for review and approval by City, which shall include the following: 1. A drawing cover sheet listing an index of all number of drawings by each discipline. Drawings not Included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an Index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include In the Construction Documents approved additive and/or deductive alternate bid Items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. A Project Specifications Index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. 6, Consultant shall include, and will be pald for; City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 7, Consultant shall provide an index of all submittals required by the Contractor that clearly identifies submittals for which the Contractor shall be responsible for design. 8. Consultant shall submit the special or supplemental terms and conditions separate from the technical specifications. 9. Consultant shall not proceed with further construction document development until approval of the 30% documents Is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be 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. Miscellaneous Civil Engineering Services [22 i A & P Consulting Transportation Engineers RFQ No.12-13-004 PROFESSIONAL SERVICES AGREEMENT A2.05-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant .to revise and modify Construction Documents and assist In the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bidsreceived exceed ten (10%) percentof the Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permitsat the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval. by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that In the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings In .dwg, ,p1t, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.06 BIDDING AND AWARD OF CONTRACT A2.06-1 'Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06.2 Issuance of Bid Documents, Addenda and Bid .Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidd ers. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications,. or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre-bld meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present atthe bid opening, if requested by the City. A2.06.3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase In the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the. Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bld price Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [23 I RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without addition& compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.07ADMINISTRATiON OF THE CONSTRUCTION CONTRACT A2.07.1 The Construction Phase will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary .Conditions of the construction contract and their Agreement with the City. A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain 'the. progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend, Consultant and will not be held responsible for .construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.07-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require .all to do same during each visitto the Project. The. Consultant shall also note the general status and progress of the Work on formsfurnished by the City, and submit them in a timely manner. The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or. minutes of meeting shall result in the rejection of payment requests and may result In a proportional reduction in Construction Administration fees paid to the Consultant. A2.07-5 1. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the 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 Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [24 j RFQ No. 12-13-004 PROFESSIONAL SERVICES AGREEMENT requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial comptetlon; 2. The results of any subsequenttests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written .decisions, within maximum of ten (10) calendar days, on all claims, disputes and other mattersin question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.07-7 A2.07.8 The Consultant shall have the authority to recommend rejeotion of Work which doesnot conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special Inspection or testing of any Work deemed to be not In accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the Clty'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. Consultantshall provide the Contractor with a detailed written explanation as to the basis for rejection. A2.07-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contraotor 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 analysisand/or study supporting such recommendation. A2.07-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior tooccupancy 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 Miscellaneous Civil Engineering Services [25 1 RFQ No.12-13-004 A & P Consulting Transportation Engineers PROFESSIONAL SERVICES AGREEMENT final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor.. A2.07.11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance • of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.07-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as - built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of. "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes .made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents,as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2,07-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City. A2.0.7.14 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. Plansmust show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07.1.5 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. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [26 i RFQ No. 12-1M04 PROFESSIONAL SERVICES AGREEMENT ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as 'Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided In Attachment B, Section B3.06, A3,02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3,02.1 Appraisals Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02.-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02.3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of Gity's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment. manufacturer. A3.02-4 Major Revisions: Making major revisions to drawings and specifications resulting In or from.a change in Scope of Work, when such revisions are inconsistent with written approvals or Instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof).. A3.02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement, A3.02=6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily 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 CITY'S RESPONSIBILITIES A4.011 PROJECT & SiTE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A4,01-1 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. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [27 1 RFQ No. 12-13.004 PROFESSIONAL SERVICES AGREEMENT A4.01.2 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. A4.01-3 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 A4.01-4 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 performfield investigations as necessary in accordance with Section A2,01 to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized In advance. A4.01-5 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 hes reviewed all such information to determine if additional information and/or testing is required to properly design the Project, A4.02 CONSTRUCTION MANAGEMENT A4.02-1 During construction, Consultant and the City staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A4.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [28 i RFQ No, 12-13-004 PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. - SUB -CONSULTANTS FIRM NAME CONSULTING FIELD Trace Consultants, Inc. Roadway, Signing and Markings CDM Smith Traffic, Signals, Engineering Support E.R. Brownell & Associates Inc. Surveying Services Curtis + Rogers Design Studio Landscape Architecture Geosol, Inc. Geotechnical SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION Antonio G. Acosta, PE Principal Eithel M. Sierra, PE Project Manager Jorge Pena, PE Project. Engineer Lazaro Ferrero, PE Senior Engineer Elizabeth Celeiro Clerical Mildred Paderni CADD Technician Lissette M. Guon, El Engineering Intern Emilio Garcia Senior. Engineering Technician Wilfredo Suarez-Mulkay, PE inspector Aida M. Curtis, RLA Senior Landscape Architect Jennifer Rogers-Pomaviile, RLA Landscape Architect Tiffany Marston Landscape Architect Intern Aimara D. La Rosa, PSM Senior PSM Adnan Ismail Driller Tiffany Marston Landscape Architect Intern Almara D. Le Rosa, PSM Senior PSM Adrian Ismail Driller Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [29 I RFQ No. 1"2-13-004 ATTACHMENT B COMPENSATION ATTACHMENT B a COMPENSATION AND PAYMENTS ARTICLE BA METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at .the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum (See Section B3..01). b) An Hourly Rate, as defined B3.02in Section and at the rates set forth in Section NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. Bt01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.03-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved In accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02. CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at. the Consultant's own cost and expense. ARTICLE B2 WAGE RATES 132.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Sub -Consultant employees In the specified professions and job categories that are to be utilized to provide the services. under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 identifies the professions, job categories and/or employees expected to be used during the term of this .Agreement. These include architects, engineers, landscape architects, professional interns, designers, 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, a shall apply to the Consultant's average 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. A copy of your firm's 'Florida Department of Transportation ("FDOT") Lorraine E. Odem letter shall be submitted to CIP upon request for review. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating cornpensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [30 I RFQ No. 12.13-004 ATTACHMENT B - COMPENSATION available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones .and deliverables identified under the Scope of Work as exemplified in Schedule A2, B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation,employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, In the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established herein, Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for the Consultant and Sub -Consultant employees identified In Schedule B1 Wage• Rates, All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. B3,02r2 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 for travel and subsistence , AU reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services, The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [31 1 RFQ No. 12-13.004 ATTACHMENT B -COMPENSATION 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 Sections B3.05 and B3.03 respectively, may be applicable.. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at: wwvv,mlamigov.com/capitalimprovements/pages/ProcurementOpportunities. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. iB3,05-1 .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, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations,including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues., subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub -consultant costs, the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause In whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and 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 Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the City's. Webpage at www.miamicov.com/Capitallmprovements/pages/ProcurementOpportuniti.es. Failure to use the City Form will result in rejection of the invoice. Miscellaneous Civil Engineering Services [32 j RFQ.No. 12-13-004 A. & P Consulting Transportation Engineers ATTACHMENT B - COMPENSATION B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shallbe 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 submitfor approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for ail personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Sub --Consultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such 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 Sub -Consultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04.1 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 B5EIMBURSABLE EXPENSES: B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Sub -Consultants, .and the Special Sub -Consultants in the interest of the Work for the purposes identified below: 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. 65.01.3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier andexpress mail between Consultant and Sub -consultants. 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. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers [33 I RFQ No, 12-13-004 ATTACHMENT B d COMPENSATION 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 requiredto be paid by the construction Contractor. B5,02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the items described above when the. Sub - Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE B6, 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 toa 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. Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers 134 RFQ No.12-13-004 ATTACHMENT B - COMPENSATION ATTACHMENT B m COMPENSATION SCHEDULE E1 - WAGE RATES SUMMARY INDIVJDUAL'S NAME JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY DATE (Multiplier 2.9) Antonio G. Acosta, PE Principal $77.00 $223.30 Eithel M. Sierra, PE Project Manager $52.00 $150,80 Jorge Pena, PE Project. Engineer $58,30 $169.07 Lazard Ferrero, PE Senior Engineer $52.00 $150.80 Elizabeth Celeiro Clerical $13.00 $37,70 Mildred Paderni CADD Technician $25.00 $72.50 Lissette M. Guon, El Engineering Intern $31.00 $89.90 Emilio Garcia Senior Engineering Technician $23.00 $66.70 Wilfredo Suarez-Mulkay, PE Inspector $23.00 $66.70 Aida M, Curtis, RLA Senior Landscape Architect $52.00 $150.80 Jennifer Rogers-Pomaville, RLA Landscape Architect $34.00 $98.60 Tiffany Marston Landscape Architect Intern $25,48 $73.89 Aimara D. La Rosa, PSM Senior PSM $.25,00 $72,50 Adnan Ismail Driller $13,00 $37.70 Additionally the City will pay: 1. 3 Man Crew Party Party Chief Instrument Man Rod Man Burdened Daily Rate ($944.00) Miscellaneous Civil Engineering Services A & P Consulting Transportation Engineers 2. 4 Man Crew Party Party Chief Instrument Man Two Rod Men (Burdened Daily Rate: $1177.29) [35 •I RFQ No. 12-13-004 Cool CITY OMANI DEPART M NIT OF CAPITAL 1MPRO PROGRAM IO AL SERVICES A PROFES ory llseell eous CMI Englrieering et Type Ilarteoue Selvlc sutte t a JD.A,Englaeering, Inc. TABLE OF CONTENTS ABTICLE N RAL CON ITION 2.01 TERM.. 2.02 COP 2,03 COMPENSATION. ARTICLE 3 PERFORMANCE,— 3,01 PERFORMANCE AND DELEGATION r,.,. 3.02 REMOVAL OP UNSATISFACTORY ?ER.: 3.03 ON ULTANT KEY STAFF 3„04 TIME FOR PERFORMANCE ABriclku pI1 .CCN ULTA TA.x..n 4.01 GENERAL 4,02U WCCN ULTANT ,. 4,03 CHANGESTO SUB -CONSULTANTS ...:x.... ARTICLE 6 DEFAULT .. VuaP.ul{_ ..... �rrtrF+.. "'9Wwr _r.rxnraruxNNV 6.02 CONDITIONS OF a Al L 5.03 TIME TO CURD DEFAULT.; FORCE ARTICLE 6 TERMINATION OF AGRM NT,,.,:. 6.01 CITY'S RIGHT TO TERMINATE,.._ 6.02 CONSULTANT''. RIGHT TO T RM ATl fx..„.... < . ...::: 6.03 TERMINATION DUTO UNDISCLOSED LO MIST OR AGENT......„. ARTICLE.J. DocuMetlys AND RECORD',:' < . 7.01 OWNERSHIP OF DOCUMENTS 7.02 DELIVERY UPON RECIUEST OR CANCELLATION 7,0 RE -USE BY CITY .na a 7,04 NICNDISCLOSUR1= ... Y, f...a.<,:>— 7.0 MAINTENANCE OF RECORDS—.„—... ARTICLE INIEI , COMPANIES PROVIDING 'COVERAGE...„ -- VERIFICATION OF INSURANCE COVERAGE,. 7.06 FORMS OF COVERAGE.aE 9,04 MODIFICATIONS TO COVNERACE, Y t ARTICLE 10 IC ANEO 7.09 ""XUthT RIGR 710 ENTRE AGREEMENT.x.Yn 7,11 SUCCESSORS AND ASSIGNS`, ,�a...,.,a... 742 TRUTH.IN.NEGOTIATION CERTIFICATE 7.13 APPLICABLE LAW AND VENUE OF LITIATIO 7,16 INTERPRETATION...-. eai.r .,1g• 7.10 JOINT PREPARATION 7.17 PRIORITY OF PROVISIONS—, 7.18 MEDIATION —WAIVER OF JUI Y TRIAL 7,19 TIME 7.20 COMPLIANCE.WIT 7.21 NO PARTNERSHIP., Pa TABLE Of CO TENT (CONTINUE UE ) 7.22 DISCRETION OF DIRECTOR 7.23 RESOLUTION OF CONTRACT DISPUTES. 7,24 INDEPENDENT Ct NTRACTCRv... . ATTACHMENT A- SCOPE OF WORK AtaingjL„eiGENERAL.. . MAI SCOPE OF SERVICES Al .02 WORK ORDERS ARTICLE A2 BASIC SERVICE '1 i3gVEL.OPMENT OF 0S IECTIVES,...X, x, ANALYTICAL REVIEt+fi,o..:i:, A2.03 SCHEMATIC D1SIGN.... A2.04 DESIGN DEVELOPMENT.,, A2.05 CONSTRUCTION DOCUMENTS----.... A2.06 BIDDING AND AWARD OF CONTRACT A2.01 ADMINISTRATION OF THE COT RUCTI N CONTRACT,.......... ARTICLE A ADDITIONAL SERVICES.,_.„... A3,01 GENERAL A3.02 EXAMPLES A3.03 ADDITIONAL DESIGN e.... ARTICLE A4 CITY'CITY'S R SPON ,. AA4,iOI PROJECT & SITE INORMATION.;..,xx,..a.:, A4,02 CONSTRUCTION 3N MANAGEMENT SCHEDULE Al...SUS«CONSULTANTS SCHEDULE.A2.- KEY STAFF--.--a.ax ATTAC.HM NT COMP NS TO ND� I AVM 0 29.: 3 OOD{� y_��yp� ��++�+�v . �30 �(- .+�Yl i:C.NS z r' c' sex X r.0 01 CQMPEN ATION LIMITS „ a .r. 30 ART ICLE CONSULTANT NOT TOEXCEED,.a, . „R,a +� 0 ARTICLE,`D 'y��t. a L70 B ,01 FEE SASISxre +r* , 30 B2.02 EMPLOYEES AND JOS CA1FICATIQNS h 30 132.3 MULTIPLIER, haXaea,30 B2.04 CALCULATION .,.. , , S2.06 EMPLOYEE BENEFITS AND 132.06 ESCALATION.--.....„ Y»,.?r,a X TICL 83COMPUTATION OF: FEES A t € PENSATIONa.. ;. 53. 1 LUMP SUM B.02 HOURLY RATE FEES B3.03 , REIMBURSABLE EXPENSES.. S .04 PEES FOR ADDITIVE or DEDUCTIVE ALT i E .06 PEES FoR ADDITIONAL. SERVICES ...:a,.., S3.0 PAYMENT EXCLUSIONS ;,h ,h,?Y...e..e S3,07 PEES RESULTING PROM PROJECT SUSPENSION>a,a ARIICLI= 134 PAYMENTS TITHE CONSULTANT,«,,?X........ S4„0 AL PAYMENTS GENERLY a a S4.02 POR COMPREHENSIVE BASIC W SERV S4.03 BILLING,— HOURLY RATE.. e ,...:: ,a , .a..e„.,.,.ua.; E4Y04 PAYMENT FOR ADDITIONAL SERVICES REI B4.04-1 DEDUCTIONS... ....... --.-........----- ARTICLE RT�sIC'XL S REIMBURSABLE E PEI ;, ,,,.a«„ .X,ea ;. - 5.0 A 'GLEN RJ"ES.. ai..X+i:fii'.X ,cia.a..s+ ,ira••attisx c xa,Xrx..a i6 Xa'X9 B6.02 REIMBURSEMENTS TO THE SUS -CONSULTANTS ,., ....... s .e'.. ARTICLE BeCOMPENSATION FOR REUSE 0<P PLANS AND SPECIFICATION; S6e01 GENERAL SCHEDULE S1 W WAGE RATES SUMMARY X a . Mllr� a Civil ring Services A DAA E ne ring, In, ABLE EXPE xt.- xa a i1,00 rlii. 4a Xf AYix -} AO .31 2 2 #� ,DEPART T OF:CAPITA , ii 0 NTS PROD PROFESSIONAL E V A���NT ; sut t t ati n SCt I V r Straet uita g ,'I pity • *iti rr ri at rr autr ri 87 TI i AORO. tie aan T y�zivEg ON O {' 1' iA �yI, FL I IC ,1 9n r called the it nR h einaft r calledt ` MbSs u1t . 1 y ark+ Engineering Th t, issued a Request Lor uala a tiara F'`) Noe: v r ikher 1 g, 1 , for" pr yr i€ t 4 i Iuatiar e �r i H En in ranr � t yi s ("Sorb n trtt raps prcpc at r p aal , t respon t , ° + chi: mast qtu lifieci for the provislot of 1 r is s h and ha ppo at" are so i referred .t retain, co[l ctiv ly, e 'the oI cttatio t 1 o meh 4 n r h the expressly ra t rporated rtta and naa > port oft* great ertt s:.il fat firth in fait , tht it�r tttrcu apt.t. of °tire City Manager rscilcr ti err rnr ai rtias ppllc is his selected the + cr u{t n`t in accordance Frith Section Florida Statutes, (Consultant . c lrrtp htiva egoti t►on Act) and `the fiat la prop isl t eCity Pro urar rnt 'dinan t , to prr vide the•rof scion i sat lcaa described hot n WITiNiES Tl�l, that ll"ta: f atnd the i ct ultar t, f the nsid r ttcrts h rein -jai e 'ond the FQ No, 1 1 004 NITtOtsit I M' AddW a w r r t n 1 ? di fr1 d is shah in a ar 6rrier, eau din compl l City Dade 10 Attachment arid- made`'a part 6 ui t cis tha Attachments to this gteern nt ri i tpressly it i c i pi ti d lad entasifsetforl,infull, i ttiit r t o tituaily reed.upon f'a ai l � tf ri ve l a itteans the i r is de :l'gnatad es such ,Oommiss! err can x t t legl l tive body the tty r r ana eana the duct apot rted phtef adrr°tnnistrpt v 'eftli or tlt lty t ?fl; 6 i, Flo ice, ;Florida munieip l corporatLon th lea rty+ Fi reto rtd fir tl rich ttilAgreement ` to be p arme . In a1,i r sped pi r iarit tp `tl e C.l s po ition_ of n thi +lses:its regu tery authority e governmental bedy tt e e rci e: suc r cgthatp ntcrc c enrulatir rr codeai taws an rdii rtces shaft be deemed t cant to the l r9s uthority '- ggverftrneritat bred/ and shall not be attrlbtrtabl iri i t es e pew t this re rri rlt 74 Cify of lt�ti rrrr salt h referred, to rei hl i ° i itl i r1 i iatf me fl y ,1 . . f'On t thel ;utl��rltvFi" e git p E rneah bu In that has ro istered wliri die reteu rleies tp cem to ter i ilii•consulting ar act annd h deaia iixres11stie e . the individual, partn rshipi ui rpi l t on, e aeaiator° r brrist(dri thereof, of properly registered profe sional arc tit ts, or riglridi r , uteri tt has enter d i greet opt to provide professional services to the it t # ontracto � ens an in ividtraf ` artnership, rporat of es ra ietton, -van ure, er i rrrbtrtatieri thereo , whti ha .entered :liitu <a pdntract ith thy:.°City for` ccnstru ticn ct t it l little tea rite t thereto, 111 ?!rector me na the irectol ref the City i p rtrrie tt di # nstec herein rho teas ih ailthctity responsibility for cdtrig fl ci p fsroj of r prajepfs bcivered s ri er this i inert. t1 (1 atfr rwise sp ct i d herelii er # a tiV r rdi r, r the pi rpase pf the reerri nt, the i it ti r is the e rritnisttrathr at the Depa orient of apit l iriiproverrierit x rngrem or designee; T 1 ! 4.e for m o res err anipl ee ni tl Cif r i f e i i ►Ming firrri hired byes it rii a l nett oy ; the. City to t :ab nt �t1 ty a i ee can me tiifis rizaflpr e i°cd duly sthori ed rt n totter or directive issued b the } irei to r i n Manager a.ci rib vie gingg that all portdtticrls precedent lime i i rri t l r dire ting t at ftie nt sriltsr t rpa beginArai° the i f eet. Project" M tiger means art esn iiy+e rat° repres l tative i f the it is rtec y fti ire tcx te. in wage and or It r Worc to e;peifei°iced tend r~ this Agreerriar t and tit ariatltie e fi i rl s pro cl as direct representativ€f the pity x�i: e m rss the anstru ticri lteratlari end a r pair rii 11 s rvlae rtd In i eritals Cher tc, off ; a 3 t facility as i iantempl fed aril budgeted lay y e elty ' l e :i J t pi:l iai cis shall oe furthers fire rri tiro pe t rvi es rid ai rl de fssu d Fp r" item to this greartteritk �6 'r i c�rr 1 S rvi ee s s tli : e ser i es uttl�trr tna sc ib of tie pride f er hitecture r i es lr�i let glneer 6gie eyed rveyi€ aril i applrtg s appl defined 1, xli vvs pf . Mitelknedin ivii ntindit • FA A,; hOthoottin is#:tit; RQ,' 4:`. the Siete of Flof+ rP; ppt to oorrrtes t breMlated tterelil ire within, d i i!s° &tit rdual Tamed b; r ttte ;e p y any aeehrtglide WOO if ALE' veybr , tr may da .. 11tch art rr�ese means 4 drirarrsr descrrtlr e t aetivltlas, tacit,; tyres, erative , s el11 rabla and m l star es regtatred fc tfa t lstrr,n d r tan si it uff ient det a1ts ra a rai t r ceurrte estirr tlnri of eeeurdes no sa fof lts >�erttp rxr � nsrmant ru ne re�rt err or t°tr etiert of p; op rty r0grster d frrefe lr al refi, r+ glneer b ray rst ray srreyor i mapper, ent /err et%ef prof a rnn l l enlatt .tl a hie entered rrtt rr aqr em nt tlt kti <l ein u3tanl to urrrtsti laeufilad: plefr s ronai ervf e fern prbjeot nr s :. :0 %a r t ate0 reap l e eft tiva direct e cla nee ter the C nsnitent an ley lfe u d tsultar�t,;, burly rats fa l, der [eyees bn h pe tft, d fr ate srr n rt (eke at rapes a stgrrarl to pr rvrc es uradei t K r rent that % and . nn th is r pry fe stc nat tees r gardle a C r e an all sr~r roes ter4 s and equtprrt t rroul ed bylar uh�le _:t�rr ream t brit r ' Q r ill ekr irr the':pe ut anee a`f eal raft sir na rvt s r c efindd,PrroJe t 23 W r er r r 0s l means a C + er rrr7e pre fired by Ctrs ens (C ant, t the regt►esf crf the pity 1`at ar r e r bp,pravid d by the r rsultanton rf c 1 f t r last r'snleaz (tf-A.reriert°r s` a: peens tl7i remerit anr'it tt hrrren' end any authen oldie aI endr�iertfs thereto tn�the entel r r3nfiret rtween tea Mtasps seta tie t ter on., atl of Q) at. 0"peilail.ttrespense tI^rerete the F t wilt eeritretk ire the rt of ar y cenfitot a t earr ki the dnsulte t' xesprar se o the R x tlii i _v 11 nrrntrpt In thy; rl rrf tty ecrkif(%t b t e thl A grid its a arh rt A tr( car trel . NE Nt)ITf l la Tti terra f tlalsrrMern II. t shalt be ter tie {cars eenrrierrarric do tii ectt+ra date lerea lea arty, b ? etl rrt off tle City Ni ri erg iaa11 t ve the pfrert fia e ferr tern ter iwd {'1 addltloflal;perre s f nr year Ba li, s1bler t tea earittr ued sattsfac#or r a rs�ari e as fermhi d by tt : treater, Arid td thy' a arle itlty a t app rpna nn try fr ntfs it cant rissren auttleri atrtn rs `tfrld reet r t roulade d l atis ti cif a rtherl%td i ne rt fivlar►a r to cirruntstr trveiy,apprr ve t aid ten"' "prevrd 4 tbattiie drrrerrsafren lfirrilf yet frartl rr .II are lr2t eeeaderl `` he vt i leultrrt i engaged any rejdtCsalernnet pf tl e tl is greerr� rat shall r r alr ;ln ffe t �rrtti srarnpl tt r er rrrrfine1ton ' pt a n>° fd r r hair' lued after s e e r tsar d t No tae RVICES- Atte hrtie f~R nellan0 p CNit n iri ;xl� rtiierirt' vice ata slseedleaify dsrnbed_anrirtdr #t t r d ley t `la a c n e trreeCper ted I COi tPEN" ATIO{(.�NY The trituUrit _of ct axeeed fee, afetence 7e Ir da POrlaaticrt A r0einent end`:any ; into attest a ntten Arnerf+ dreg st atic : 'n1ethoddlogtes rsc s irs sgaI t the ;lty for eh.: beyond the co. penes br Iitrllts;o: f rues :other~wi e epeoltloelly.f iori a,Stetuta ChePtor .1 , Par ortsratf le 10�010e, ` Ctict haCC be: a ut'f"tclerrt stet 1 to eafrstitute aro st ud,t e p nt 1=tures} s` ro t burssrtsntf .trrs1 :err.a rice sit ecb 1 2 G t Fk ii eubrriI soh bf iriu rt PQF 1% to tf: ie the'ti iftart t hti C arr Att i pIdediboAte r0uet y atior xn The 1ty, he�te airy ItsbCllty n, as t t t irnbut 4:1Ir'0rtt As I rr e ;mirumurn of fifteen .errant (t art€fied 0 i tlen l i de taouh fy s 't ±Me a peclf�r mpha i on a 1IIzin Ioe i tririicr}t bbnc#a'i yes Al "iiLt irk bl?CA" ' I seruioes to b erfa i ed .toes r vi e prouids In ti"CI : A +e s Qrrttittirtn`� f i�CAM t tOr'e hers perforr is theoto n. t $ i' 1,Sub ansufta is or'$tit Eras i V `er =purses to tti =00:.0 6- vith n eurteert { l j fericfa : sty A. ch p cnnet''be wrltt r just' 1PO rC11 rrta by 1 Ab trader shl pry spptuv i1 bstw er tl ATIOA010,0 P R r:ske wlttsn tequestto th y or rtirie y the 'C Pryer r sh : l b IEti ! frets wh%h try tl t ri �renttr'sII they otfrit tent l osier"the terrri a1 th is 'Ptyottailisltti put e#li�ttitt Ue ether. 1I('tCze ori,uftah. hauei s et►ditUr , cast r okras a raC1 lie t de ts: 'tc rd nee V1 h Payment' Act, offer reoofp't cf the artira Mt t tlet f n ri ` a# tl e dcntraat :7a1U t".toes 1eris ee by tF r i Writir kty the it nd t ' Eh !fit i7r suIlart for tC �CEt,r �t ntroto�s ne ts.f tCls reel r asps of s ci set h ufa rsrt' 3t t $4.1., C'K> "rAFE srtles a knot tad that the on i star i s t a1 f oe1 any of rfictiler efaff ldentifled Irt i s risul efi tred td: '"I +' "t ff' TheThe''.00001terit heft tisu€t on as 1 J Kay ,taft i in the ortsuttant` erriploy t l rrettor r e tg ha se tc re s 1T t ffY hs Oon N1An 1si at,sn to ettcur visiltr?t`s ettttl d ity,Id sf ersoit •ter fib ��t remc�ral:sr� s�rlt,hts irub odsuCdi.pre9i r�If grit �11,r r ;tt►e:si� `fir AlC l r nrne; the stilted 1 ualidtiorta 'Sac prod pten eel raW •IKgy taff;; Ilretil :Uuli hpli htbt tet iatttttf 1 i hersun r :0..r reaetpt Aoki+ ssl nrtrdnt, as r r phase•With rt the "arts with t peOtt pertarrit nae of tFrie:ram trite fcr-orfiatl•an :'jai is ttel y the 'Ott• df 1 e ter itrn of tltrr salt' Ise orssu ant tc f I tank desctibed Its psatdet tlyd in �p i 3 1t $ de y thbe`_ ub Consult its shaft be pe ert Consultant tid ubrsstrtki' l 'tight! Of the 0it i uncle this : rtt'eetrt Y t, it tl trsrrit tit II tp 1 ts41pations hares r star, trt n hereunder they? fin addl'tin t the tuttatst terrrt#e •this ,rea td fhatteultant' hil :ult rk r „Or statsds attsi h eVa tt ofit r [cret1 yfor all esspeT e ine€1t epen inun`ed lder�tal.rl r7sa: fort latron, s a ;ees ry to .d r e tstsabty in t Valusttr °rl ly tt hold ldtVf 1F 4 Thal O1 ER ORl The. Cer,u tint acgrees to t n eotor end to complete• .. eai t?rdeed Time is df the Esser t l ule+stltertt nsuttlrt to irr the d crt serirlaes ttrtder ttr J rota and lTrdplrrkdOy' lrect9r resiol� pearalt t Stab �i : loll arVtaea • pro tl en atn r ettts is that petre 'Anil pr'oteot $,o2 i�4othtri c rrnt lrsed irl ,till between the City end theSub Qon. ',ere entirely tarider iris.direettet i era ettitlitarit slslt rtat, trtodrty t rav l byth0 T tr ctor �r design .. lny' prpposed st hs tutiort :` ,tn the Conu ':•:' �IdtlTlt�t dlnil.n:Of Ii effult �ertser�t shelf rete . r sntx The Coil r ltent` supet Isrer 't`'sfentrorn s: by the tiptrl tdd'Iri the Nam to _ 0-erstitled d r tit Was rho aen to p+ arrr'ted°prrrsuent wbIch sh it,d0rit t apprrs�rr'late` trt. rarttstc rr* nt lteted to duleArWithout p`Ci rs r ptt s! ti the attsultant st0tir y wins arty tarrrrr artditrdh thl` Ag irk rsn ttliant haft kse in de at t lue#o:efu(t Irr drllta d by tlelty lit krrei r the tity lr the re ppz event of Defarllt. the # tuglt tl°rsT0 es -the . ati°rts [eetht Senflt* : Usrt Seccurrbroe of ° deft toy iT�irttddi y., u csri t rt notids Malt be irrtaalatdi reta•rded l; tlr Agreem ni urttiet hitn attets chat frrrtt�il�; :' h ottsultent % I tse ti t le t the is to tnsnt� Well s nil ss sfis :: ud g p rise rx bti old �el�rrrs�ret�t'frrt." . 11FQ NO, • p :: T orsul Tttti nilt nt fib tinder t1t1e Ati1i Of :witty art t tt tti tky,ryiid the i poi iiltaht ta'. ,iererrt, it fain is complete t110 `04 illct4 tli arty t `0.0.g1 i tk felt and tti snsuttery`t shah id; rtdtice ay Its +t -d lUonat 414410, perrerm hy,re: airrably:.utfieterit i the° Arerriet,tiafl tie 0o0 h riaoesl#y cif utrirth hburd ~ ri iidt f 11ur on tlieip i� �rter�reted iarrd�� trirtd; laws witi tithe c e hf uth 1driut t ARV1CL ': i iNA TfC t f;IT RIG%%` T3 T till Tire it , rricludrrtg the biro for lr a csrt, upon ten (tg ies, ztawirtge; .and ctn r dot tki( 'Afire inen ether firri 1t It he paled rri a brt an e uitl txvdr to Dke ter r; d sigh e art dts rfilnrwrit Lion hell e dee t ritE e tiri eras on i. liar C. The Con u alt.TA nitant Asti Reid red tt, idyeurktI ttingent Upan or rulttr r -thy rsa00 of 9tolotir Enatit itaatlity and 0t etnt f tidlat 0301rii i itlt rttittalri "t gt%ird. tiu mPfT0 aau tantl•i con.: #tc t Viet f ij."'. p diti e td etlawedrto Ow # cmnd the rvicae ll' it 1rt a tir i thittoer re fiiiil. i ME f T:: ovl fl,ftj drydkian dmeaii dfau1t,withtn trrt7r* etrputeted % ate fit greererrt Tile It t ika doll dii�rltsrr, me rt on uitartt fr'tr� idaS ntti�n lu rfoattdrt legit orreQte? by anaultahtwitl�tn th tii me ape ded tlt tat;dey f the the tirrie stipulated t said i ottdtlttlot irrw ;ir; ase00 (y. wine ti ins0.tiant tr' #ermiate ibis Aggreeient for °at rl tide t o tiintnatio ,bf ttiie Agrreemeiti'i1 t rdir Il 1,00trrnrc :ocpte' rlatd toari: be;ti rned dvar tt ;ihe DttectQr t�t`de l ri t Attachment J3, provided tot a ld d rri r+' tiu ns daatettinatidn,lw "rlure tc ;cirri rrliµttt ::due it out rduour e:'i y the dr r ixest ve no r eourae or re i able cost or rlrnbur i oomptte comp)iri. rrtr# tMdt;" char: zat'i t try terrrtiriate ttt1 attecte wtttit0 r ty; nt ie lfyirig its b e OSEt YI rret elrr ieyed: er et lr tdr th on ulter`rt td cillclt or ty sa t on, omparty rparai 1h onsuEt nt ri fed, cuiriri rot Tye w rd or t king ofP f th➢ prov# ,i slrr (he tty `ktt iscireti iir, $o_ leduct'toi7 the stir Ontage. tftr dnti Acgierrterlt, t�rlly lve, zit: wrl#in fctiotng ttr r mthedat .ofihe it tune r ider tx1s Agee: arx otr ipnyrdacirl, Sur thte Areerrteit and t i,ridtviduet� orti� atliar ;that terra oleneur.te Rutl rid'fi t ilk h.vi*nt OPP- ct Arun, c?i` taterwts: #God, kki fuel.:: ifi ioifefa lisotario dlrtlrrrii fie <4 i wh r in ti e abp e shaI hear m. arretra�rr f tit gre m t with ut r t t, tofha� at trerin r► riatro rf thl : A rsdmsnt T'hs Os any lritrttrcir;elopel urtir ttlia atr of tli dri ertrf the product offht oopr , ri oii stir J pri duoibfe ox ity�a. e bird .booUpanoy p ttts l ro[ �a I t Y t; ON tip l l -4 aihir of tha Consult rrt io romptt > lrver alt au tir for r esl r rUa witf t term dayshold of min etls felt ue just oaUse"ant #1le tty to wltl payr nt lruora all : udla oddu Tanta ,r 6 onsuf>:ant shall • Y#� f ;un ar food that all Consultant g`r for `tho re u i of jams end pep ti ley virtun this acdreerrmen tl wrthout #Yl <,l ades ty df futther approval : , recourse far such °reuse ansultdnt t Idled, or other data Tar airy purpoa dt 4 O :D1 Ct M. 0llE axtnt aftrrrd by*,theonu firm dr or nt tlbn, awtrthbut, Drr proper pe orehOtwee of th.e Oon uitarrt"s prUaadihcos whra such.: rrrforrrrntlon oor cerrzrn .`tha brvros to ba rs%dsred y of` to e rlxyeetatsa1fttstiikfi parap IF e rtlnsd ley tf cr Agreement pr tha date 'Ili �tive of often f •a epjs or.°repi nd tlooutrnta# c0rtdltio4 provided b; are trot t3isalsssl trartaf t` , trio ec st, to and tlastt• •dupfr tot,1440.14y10 A l f l ht; r to aUrt prrparad axles"end i hrts dsi de ,fot hire and will, ity upd pi yttidrr#s r r rds ort thalr ,. n i wl(l a rot r wrthin ten (1Ot d f ari fs s dire lire Cox# . ve a t'a outse from theae rant t1d dreurtfr to tr .. radudst iy'thaSt tt a it,tii. an$ultdrit irett rite: orjk C rd rs far n or% ril reel€ da #ha ti idrr Ton krr�i t:op�; lrawri�;. xa the rt, sois prd tiorr� a.rie .: e to Us . n a brdar ce With thi .0tuvMMton ildri fdea it doouri'farits f Iry reci firrcl and *lout llabie fbr re�tfse y the City of pi nsI, doOurrrarits; ttrat lrttr ndect by the ,terms •and ccac ditrc ris Of This �i rass i ot:to dlv lga- furni i ,ter tnaKa a` r d sl rre ' prtor�.Writte .:po _. u .......... #tdtrs harunder; dr try thr boon prod rl ubpe6rr0utstro rriforti Oonault'atit,l Tar. nclar, anti tho Consultant sl ail. taqu hey deed=ndol i thrs ( year period noted above,; provided, ho 1 u . hour ;shalt •ddrtrrnafly oom ty with• ei torn i .01 3• d rnatntain puhlio re0ard> that drdiri ril+ arrd scruff , (2- pr(OVrd,G the public �nItlt coca as tit artyr• :uld t . the cot providod .by h Y law, en ura'ttrat pubilo t%%Urda that are ;ta' arrZad h law, 44. . ail pubila reoor .tr 0,l' brd . thatlp:: de It b;io Teo scion up ar or hfidti •ofr . 146ut:J1r#rrt tl n a rs urr d ley I ra ity,`to inn tf�d Larne tOrrlls and_. • t tUte> , trr other rlaa: RFc e0q trireroah t5l ;.ill Ale tr rntta tly story pitblrp rod sat€ t % :"00' i on s► bridle:qv aysto ontra ts,pubtic reaords r'pQ 14eCt1 ail '�1ttiatloriy" mead l icrrt, )2 srd3 bra u, pnl t ytd - lrs add.ittO4 ut rrrotuda '1 t�l�lyd a�r' Ott IrrdC+oua€ prtnrinoor Ith pub1€0 a error and fis otitMMy„ dlsttt,trfiyx or otter <siaral a ui 1t off; Iti€tA, tiyi E Wed ,t ulrariiartts pirrVrlded try` la,9v 4acttbl1n annoy r ostr bra corrtreerr tit ccrnp+ty itn pu.lt taoorcl lawn sp ntrn ptrro rntrrds that drdrrtarddy� ad noeesssnfy fro ler to art he s r k e { } Prc y e t,_ , pub)lo uv a s to pra do re ar s o Errs public a9 ndy wptod prop ida ecord :a€id at' co tthat doa n tt i a :r or as ithervsi e rev ad ley 9 w _ nsur that ul lrc records that area ipt;.pr ctsafidorfiial artd e empl fr ttt to ure°requir t rants ors nod tg dd e c>Ypt rs atttl r rl a bylaw . d. Bleat air raqu1errte»Ia or tstsfntrt,puli0000rd end trirlsort ro tx� i onoy l€: Stiblrtx retst rd in pps es lon of tha ;nontr atar upo tsrtnitr tioo o? Fth troy any duet%ate pu%Irc r orris that ara a errrpi or ocntitlenti l arrd 3 t at rds di e€osr.rr re tirkettrents `. ll raecrrds storad els onto lly di trst e ero ded ency Ir : 1 r that la oa dtlbl with th to c rratturr toahrrolc y finny:, utter tt ahall err isullotpel aaie arrd rid harrrrte l and Ind nit and aolr of t€'em fro g a e ri e lrtotudrrr air rrtayxs ea or tlabll€trey (rolleat i ly ret rr a "lla rll l s'} arlstr dtrt pe ar re ultirr irorrt or In oorrt merr non p f to a a of rho d itlas, r s onsibll€tray$ tarn lay is a rr es, xu rpli mat Yi is d 04u1prtr nt. oorr#enip1 red Ii �s e nt l�tulr la rilr ctly pr' lnd ctiy a d� to whtr€ ;or In p rtF: 1 at± on1 sslo`l h do atilt, pit ot sszonal ` rrt r err o rl si ns r to II ore a lie he ott a 't t passl i) ol0. ,v4T- 1 ' or' Its ertrployee � a ertta or t� oerrs ltartt ollebtiv ly raf rred to s `' n a rnlf ylti a : � � rt s o w1 e kt r tt t or t at a 3: o e o tts In ltple rrr fort; . whethar loir t oortoitrr nl or oorstrlbtp d o It trre h crr d ltr erin (whe1Ftsr aot1 or passive) a rrderrrttityrrt t rues r Ind mt peas, or of therm; or it femora of the O 14l`TAN to or rnnlY ith any of the �rslone lrerer or : irr the: hsllr.rra of tha i l t 1T :or the demn tans, It apply able to cuof�r to at s, artlluarro othor a trr uret ertt:x df any federal, state, ocrtrrtty pc t otty o ertirra tsl aUthrstity ate; w art y , ul p i t 1 Irstrl or iont errtse to soh a€� bra chi rraact�otr rlth tkle r tlri Speovn :fir na xrrt rro '.rrf graarrtont or wry mat drttatlt=ta thl : Agtiartmnt errany a,tl ns or h iisrt s hdt:tttay sr out rr tttls t rea rarztx as n ande tayr as duo ter Ro ad failut t +trtpty with rty n Ircatxt fprocu are m�ent r ntta is or lr trl -lirrtltsttaha Irrt arxad art uoh a raamont b lady l t� A oxpr ssly a os to lrr strtrlt artd .hold i' rrri1,ss ek e Indart rtlta.asi,or arty 1 tirt m;"hrom and a ale t to had. s sal tt rtas W i € iM�rrirtit atj11lttes wht0h may be•as ii1560htr etdr , as tre r1rlf rr� arp1�. lar :Jogs; d le 1br1 �pittebl� rutM the e� The inttoin °rOp r9ai with the vaing, 0i e: 14y tri'f1d. CorasuItant n era char.. ii id ratt6h. nd010 In,tr` The turn t~rtad b ix itt abov for i l err xe llrrrite t ) fl be •rrteec tear it dludira ,.'withrprout llmltatir n h II ppt< to ,a 1p sent ptradon f tl e. r'eet ird ell ub Oarrtiltant t su tent Mgr*es and rec i ihtt rbyslt:,lrorxt h 0rartttrri giants r:a:d tartttts irrdir by fhe Cora URA_ nt shall h rt start s 4c txnd• sired h reundarend t1 of C IMPA I1 PROM 1 COVE?. AlI 6iurrae esaI 1be i steed by of .1'1rldta d:nitlsfctar y tt the Its hr icta;trATiO$ orfrt t1hNros f Ancgb V€ rnt rt tfur siNeGateenpi ouae offh rhoen4i arafird dhIrertThtnsueation Qbt lh d1717 ltte tt atcarr giltdetggattad teeters tof ut: writt rt r^t ti Tb, sahstrlturtfi Admfrilstr i f or wttl i i OR t 0010 The c�rteuttrt+ pet arrrtc tv 1 �f1'ciay af't1'te ��. tnsuranoe 011ciu RAk.114W 1TY AN .A' To 0 hat r ta1 e e1 I ;l dhll1t vei b-rgto for bdlly trarary ans1 nttnr ent and contra eta a'applrble rt list d•as aria adrllt atlcenceila.4 ... 040 or�s It n 61-1afl prevlds bu ri wne dtgpi.. with �1 irlsid �rvtfir respect. r oort yrraeh( . autcriotall 1a,bilit• ydi %?ttcaal earralirrd strtgie l rt ccvgeltattce ref `:c feTrpOr artrOpyee of TANT er any f Ot4 1LTANT 's Ii Ilty to such er laya gr rent :: an er fet W rk tx ° gr»perts tiexr-ar: nst aedC trt•e rrrerir er to api °with e sotions�t n nA:725ESQ ndT :b , N,• e 3fils `tlortkir1a 1nemrtlflattrt1r1 fie s rrsuit lit or nt10i rstbiilty-Pr.Iiaiiit ut ,anis at:.tthcrrzed ter ds bU nrstr.tar,lI srrrprttei that their will eULTANT lld 1table u ttpns An... onuitertt; tag dlsttnt,"end tra tci n bf anihta a i mess trfadsr she Alt 1�aa Florid; ,1 to t'dlfr n drrrltilstrater fer review andpprcavgt rly'indtcats that tt ansurt nt his � r these pt O J 5ipns). to excess of y . artsuttant iaall m I atom cover g > Huai Tit onsuifant sfire provtd 40, o tf ICeilatteta Its kfi Sei� tFt Fite.0 r, <arrd 1roclu gradrrtpl` e sell fie akerati° prim; ed ae te€tecte b reAd O) d dingerpe far all ond: 0 00Q raarri'i ig the; tty a i relays/ ,Ra9'-tear` • r tie rri0u4 t t shall : r .c Ver :5 in the rriir it iu surri v hicir th`a q:dt*lt sarvles perfarht i y tI T rr/ Areemer t} 'cOffrtt#ion it oaP 4013 ,ncurr roe ONSULXANT ha i pr littit fill �tr�n bpr�id3 TinLitta liable iri t e ri tlpr kf%�aesrl Q`i t_ far tht ariy reCoi dr Cdh001tanti i dr sr lean -0060 UA t "'"`iNSU c . 4ir ro ewoo Liab%lity 1114it •irrtt of ` i,O0Q}OOQ per d i m 11 be loal1 ob1iate'ta day?. sriltant rar arr perean<errrpia�a cc' e sit 11 ba rri lritarn far "f afi .f any project Vired thi: Ae • ". tiw#x 6r :liitlher uthnri ed d0 i n j �r khs faqurir.ad insurance r itlrty 00 iafica li it+ tim i i 1tEi it h requests i of Ei, m rk tt. r d mr . regr ea :additratrai ; i d i 1 the :0,0tiitO0tM otmt lirr i pa m rat upd his rat . n the ttpiniOn of tf e i rrac or, t rtd ; u4rt pro isrp : 000d fc pablata thii --0emttt adta se arterided rur prt0[ta� irtsaft d1rtlt hii ed, to ii a afivar o any AL Or ri eann tiara with 4rmpitilsrr ref iirraiica . copies; rt by'the' t 1, and rtt frr entrrr ttd fr pr�rnr . r atiatk At trrr as pri af5 arr pry sieri f true iil.. ch be rir arrt pn r :PO::: Iran far' oq W tbrtutCi attiltartt hl lav r uiirlt)t; = cartified fu an i trnn f n A kignm pre d rat isatt dent NT' ' oCr t ttant n the City a 0. btrtd ,. ert rtoth r, .t it p rtrrer , :sour; ors ( a(r s ntatly arrd utl dri•.ed ss1gns to th other party of t r[ A r a a rtn r Ode' or 1a r pra rrtttly rt assi n f u Olt party rn res t to lh a erx me of`thts 1 ri, srrreh l ` Tit TIATION 'l TU CATR fitr o rppllarl a wl the H olto n' ofrrpe ttv t egdtra to rr dot, fofnpansr and r t 'ta be ted unt der he t.�um Burn m t ro , th ondult0rrt :shall oeitffy th Wa c rate r d rther faotrr t unit ;upp rtrrrc the orarr per att n are °au ur t botfplet , fern t1 a tlrr7 : f ctEce t f d h rrgir f Project prier end any ad ltlorr th reto whll be ljusted t a4 1t d arty sl n ti rit sir b u the 4t+ «et rrnhr e tl3e p> rrj ct pri was triora4sed due trx o ur t rrco' '' - t fir non urr rrt Wage rats and tither fata u i rant costs fl sooty pn ad uetn•rent rt� Witt be made w4hrr one yeer following. tf t; rot 1 D 0 P t . LAW• AND Ni 1E : LITt ATt Thl a re r nt sell e t r r t d Ono " lietru d lrt purd roe hair aid .gpver to b the lames 4 • t4.te of lolti€a Arid soft r r trot br'ou ht y aftparty; comps nin this afire rrr rrt, or arit of thr agr errrerit, shalt b breu l f rt f li rrrl fade Oo rity�, fjut da Eaoh party h1a11 fits n tt Byre tees exq pl trt r trorrs tsrrig ui[t of'ifi±:`aqi Glltant` crtl -t rl� r )ty th rty under ` er tre orr ctit nt el an pay l h rty a t eaaonable ;attorney' es y direa t fire iotte untott other, uo ,rjotroe trste avr es t arl� at rn ra .ipt r0. oested, 'Oda. t sd end this ptao for giving of ntro all ra tsitged b r�ttet n trra rrr oo plharrp rth the prravrs rs f trrt A rlie e a rr t i e fell thrtrtg the to gently l q c r_ tvtrig of n eltat.ipro�rrnerrts:-l?rert 4 >1t 3 �, fir'.. i 4eoy Axel ' 44 lrt e .larr trage of ill resrn nt leas been & redc to . y bath p rues to tual nd tie rule etrt t ors ra Herr ail b ppii d a srr at st i r part bar -cant In d i 4. Agreem rrt for 'refet�•'enue piirposea otrlStr d lxati nit slu t try � to tt Itre ri'lrr or rrrterpret that of thsgrernt, '` I .0 11 7,.treed :ri th•is creemntttlt rtolitd the ether enderx rnr tle ettr ular bit aryrolude tir0,4)114rN lend trl �rsrs ; unless the oc ntte tpptl rwyt req�utreys rn stl ht er,eln Sk Ff�E r '�3[ -hereunder`` n her naf �''F g` 'r Jet b thi` ,A.§. 7e1�1, :Cis C" V` I f {. 5�1. r particular writer , parac rapl�, r. s oti n where they a pe i unl . s b rrtext;;btlrertY e to hire e tl i it 1 ti 1r1 $ Ifx otVlG tnd rin , hicx: . Wh Argot A • 616 t. The tsbrisrft~t5t reediut1r M it k di • epfE1614e u"ideCin • reen^rerat, Tta + pm( trod byleiwb eon A r rur cp[oa. thbG tc `eat► i• aa4 e ding i1: f, the subsestint a uor ra t suk pat e ft cif such edtlorl br Art this Are RePARATION Agreerhent k� olefy as a nt #er ai uditsf; r AWURY,T sge In e oep rti e'ti orj tEa r of c ra ruotIon• of the ubjeo pro cot }i en /i resrtent agree 1.1 Oaspute 1Seten the Ern of frtlg ton ms tf er ise agi nd r utu iyiaea ptabCesez Clf ort not a j ear foe waft sphat the fe ea_aoh . sarr`ular oontraet ptnvlri l rthe Consultant re fined fo the pr pen•asn 1 ar diispute r iu mart E ao kori arty Ctti atron sny eti0n ertsii t de ira t610 Ornri E., ., i .LA if comet whir all pplroa iiltt'(Ut:ifn'tittion�"t6lt t, e0h rfrna t, reciuirrrent tirar r any or,('refit C r provisart o this A{ hail praEtrirl b_ VENT o o Gray o..ob t . aaar�te� Jnt� t° rrienr,, 4he tart; artlf(ed tedrdt�i ttun Prctdeedin irl M t4, 000ity,. ,i31etor e a 5O/ Ct b ransu0: t. l£ rrp/or irad penda t tar ay prgvldin tear ns4n- bindrn tec retioE t party Wflt bear the cawn 0t..trey a 'ees. ralC taetii#ei� rr'tirtp b'th0 pertir part.. roiu., r thit, greets( 111t3: 0tlea� pp: t 'the# t io b td:epreanta thtt de,not no irscrit t ratfori In ccinn ctk ant of rs ooiera see r t tar ter sorer nts that rEo atite w sf s x ratrgt rr, e handl ap, na Sariler1 or bahei l Pi 11 orasultar t + rrant that; i,l ws# rulsareguMan > prOprty,.. afaty gea •j"h Orult(irt • C t04:113ti* t t Mtn.6104(ra 'title I ton.000$ fviI n; lneprl 6a Yxt4h aI 400 !.sal jdbstts, ;if the + Ithai-i regtrl# e key h'onsu1 ftnar.: ules. >regril tiaras t mend• , an : ilitaesY a.ri r bii attons let ted :e ha'aV�+frl`dfsor'rrarfnstlat Ultrit etnplcyear ns ar if aanbri it ;p tivaly crrEpl +. with ali> apfallndbk f pr tiridir• ny wdd<, Cabe F rdiri n t dianrli11iihptiol " ip4 Ttr in►tlal .step tick fae for Ahe tasuIt aubr nit a op o'th"City Of Miarfi p r•spri 8htuld t1 e''Censtktta t add the Etta tron, FrnsndlsQf Eok '?re r'7:6 PAf NE $H `rhoCornsu tant is rndapendeirxt c ar. tither httineas :nterp•rfss Bari prntTuaa d tst d iakt r• undartak r 5F:fW tded fot ii'prtifts ` e Co st ltaht urr 3rw st rr + f l tt tr of 'the t c F t l rr�tir��r, n ale ursprtt 9rf rttlCtt � +nr,tf i all sOpp'.in `± Miele t o t e N odes ' pn, ► tscetpt p r't�ld t t -Con ultant and; tl a A 3stattt brre #fir- eri sr rbrrrft tlir drsput0 lra vptin wrthtrr fiuFlarndar d3 tl frtt n.`firiO4 4,0h01f b irtstrfut 406e itdnde t t i rtdtkfr ton lf,i01,01ife0.0 h fl teVia th as tta t l frvt � ed og tioo :i th tty O ar' c Is!ov flk apprp f h ser l It nt f Sill rtef rlttfi t o f ud)cr (raf( a ess s Mkt t ae r aity•Toonsigs s wt. ►� artc5d fit: sk; of 'the des„ ut Ied tear; r1 11i r el{ r pu} 000.leas 040: rlpatked b ill supp ty te.d0i0rpi t ved ar rnplhance ; rth " by th .tty. are r;: ENT ONJMOTORt;• t en prowt d er ;d l rid rtdt S $n a`ant tee Onyrrghts cr b riled kas • end standairds an f n ernplayntent kdrttart iky fits anauttah shill taste . fflrnrattvi disabled paraat, gat all r put s b t ee3i krnr the .ltyhli ,dub', tt Cerrstiitant must auhtrirt ar y further~ ppeal try uritrr c `stlttrS td suhrrrtt trQlh peak rif'Cho 1tten fir In cristaktartt. ippel fu tfia It Iarrager t'ur his/her•rest r tUn ky the drsput� �� itllrt`fiV istitut tltked #e : ae ludicrat r04taf try: hnedttc n ther"Ou ltl»t (f auld :ft�& er' bnpnapd tQ r rrrpteyaa e li itt pnda the i it ad or undta ttt d t ldrr. bertfrta �fitabl utprtty to btd tt pity to any r€c a tftetiltputs Obtt l�arltrre to surrtt sucrt Opp ghstult tit p t re ek0t o 1<;r ueu and daya tc tha rbeept nce of tha find r j by t ur"ed prr'Ur' to OS: enso, tst her t rant of dnlpensatien :hereunder`' ; r i ppr'd ed Oy: icy dui tpr d ley itr using frig this Areemef7t } oanttngertt or4 prrarn .fivltfea, ; rid Agrart gut r du tori of rurYds rrdfo' haiige hi r gut do • Thy' QoMu:ltant an• tine City agree'tt7at°it rio a tt trd Tarty' benef fa Yvir or llav 3ng ny t;l Agraant deitan 1neaa3iuil ncinecinc` ierhg, try ie avgtlbll ty ofo thirtyarriend 'r u'�Sorf nded :tfta j or tight 5ssjoiAL vt� end iid collttnu d autYtari r't rminati ndue to #eck' of rry provIsikri .oftt fs Agrep, action tihtoever.by amyl abltshe undet PROF a ZONAL SEI VECI=S A RE rwEsaWm17, th6 penis have so lted'his Awe font s " tho d y and +� rrftter , rutiveYlee Tf fAttthorfzzd ice�QrOfficial VT nsul#srt Secretary AfhConsultant a i1 ahl PROVOD AS TO t G.• , RR T $S: 110 6ll6n0t1`s MI SIT the; 0 O1�TtO• l �Y 1"I trtrrr :INCItetar . raixlrng, 3 orparattt n drrtld ahdr th 1 s. tho Mate at -the. tr plu r ,r1 r 1as Duly paes rl srl ; adopt d authart It'r ; Narrt (Tltlresdet cal the arparaticrt ,edutraerrrrtt orl bhlt of the , oarparat►o and provide that hxaJh r i th eaf tte t t b ,the par t ry th . aorporatbon :hat bO the oth aI gat an deed f fleecorporation 1further rart1 that card resalutrrt rmlr a try full Marc. rrd .f>eat INWIT kW ., � 1 hav htr unto I n this Ord o day f"Fabr 3ar : . res1r.rti+ �Tftll , rI4era affl"stal ad opal d0ed thr I fr irther aartlfy that yard,artnerr... I WITH I ERE , lfsllricr:ra A A'n 1 E { F PA1Tl H1P H RY ERTI. ' thatat ina tin . raf the Board cif ' Ir tor, a : part t rl s ued prrd exlrxt r g undr ,meld on the play af: n B x n. a du passed rld adop t d a rthornIrrreF d the partr7 r htp toe dut r reerrr r to on behalf ref tht l and ra nd tit h-ex putrnrt th reo x l fa y a p rtrt r,,'shall he th€ eemrat ire l full force-on'"os e her unto yet y l' rtd this ;:day RFC rvq��o • tlt kartutncr v ntur a rearm ptprtt rt ustlottbmit, t rt id tdcctt� tmbet: n t Au th r y (D WDt '1DU.A .) R BY l .ciP th u In dih axe utt and arn"bound. .the tcrp °proOy Pill 1' JOINT ii) , ► v nt r r r t tnd oat n t the person r nir TJents d bohelf of th Jntnt v nture it th r 1 tic jctrxt i jc�rttht• rr the hrd 911dnit tt I crate partridr htp, r lr thv du 1. h ree t t0 A/11194 thl att c rrr hrid hI; NOYAR,IZATI tdi iiduai& : t Ap al c taf ) �ttai r' atti PROr5SSIONAL SERVICSSAGReEMENT RIIC.ty'v ottiim,$0440 itrfitt6d • • • 0400P. p.01030p.0. probbr onstruttoi ost, rviw of Wotk prepared b b consuItnt nd c1her• • '.d0:0$(1)1060,. #01.4 • • --,00/104i,..06:ef.0..04404veCvdgriOtoderib-, ::(304(itiotas - al-04din oeodnce wth 8oton 27 O Nonda gt4t0-4.40-1-400iitOd:,•Cou1tan1:.• p0400,000:40;doit.40-40•Mt.:(00N4••'•:•:::•. ;:: :•••'• " • " • • •'; • " • • • • • • • - --• • „.. . . . .(1:0P0-'orrstiRvtto. • • • : :•:- • - ••• • • ••• • • ',E • ''• ._ • • • . • • • • - • • • - • • •• •• ; •••• • • „ , ."..„ • • • „ • _." • • . " • . " .." • " . :.„ • • , . • •' •Tha Cnsu1tarnA'61740.0t prvIda ompr&ins1v fsorial :::$0Nt00.$•16--'06d4r4Pti001*IH-fi ',Oil • • - 144 ••i-1;#01-4hi:-,06'...13*1.0:1'401:00k-,•6006:h0.00 .t101.:001:06.01',10-.00400,001,N100.$.i.off.40'7P004 .:.th..PrJdt 1I 14y. r tkn.-0iika)00)04i•;*01110g0101:006tigfbiO: • •wator mnagement•-•'i000,14 • •-:r4tOrOtOr .--Oirbk:0.44601;_*(10V400, -,11-01450#0,01610Pt*:1:•-• • :•Ottiiii3Ogi•::000040...';''.4(c),t0:ii''P:04eitO0:A0-4104,11000 *lti)1K#jic :•4464410n$:.16 i•:t110:7,PD.,roje•dt :•:-Ord4;: OtrtiV.:0.6411:r1Oti-(irt'-tkpi•rod10,:-P:0•044.0• • • #11i;I:'000104: tiotiOtrOotiOrt':444•00.titk,,,;•*„.010,40:14 !:40c.t•'-tOt 1114 •of f0,150il:0--.0itOfi.4604;16i.):0..te]7*:‘•.the.Wailt; • • • •-• : • • .• ••• : -.• • • ..•••. •• .„:7-• • i• : •,... .-• •:. ,- • • ••••••••: -• • 111o:qv wo 01•1•004•*o Worh ruied to comptst the Prjct so thotths Pftii6Otik,434 1.0.444::01id. • • -onstructed in tha most 1ot, eMOient, and cct sffectVe manMr The •Consultant ohoitt-0 dfrsted to wit sat) •-; • • „ ...z. : : -:• • otR:ot..40*;•,,,, . • • •-•• • • •••• • • • •-• • - • ; • • - • - • - ; • ; • • -• • - ••: • ••• •::, - • •.• • • • : • • • '" •:•'- • . • . ••• . • • - - • • . • :4.Whsn GIP has 4,oti#17011):41 that ,000•10:•• • --,117i,ti.pozogod, ,.$60-4E:or$0M.6:4:0t:-6400:4It(fW-0$04.0ifint• Ity.:Wilttlig-Wth4'.:01f,-0.0-t.or :440*. • •:._ • • •.:17,1*.•••-lpOtis;,106t::#0.0•:_:01•000t. 00000400.;::#!tpy:t1.0.10:, pr&mnay• • -ffioeiti.04; If watitont6•&•it4-forthor 'd.oriii.-0::11)$-:$41001'.::0:$90100•Ort:#:ii:',000Nopy-.400ik§t0;,:-,•:•1 6.--i • !.4.004400011:ittio,.****yo*•,!otoorptapoor.;r0000040,4000070.14.0.0.ti,t:14p idoattn the popossd Scope t Serv1e,30.4 • ot--0..040e.00-00;. • :ot•ettiot;:,proo04.fs 0flUItnts, nd d vrbt andIr d�cuments:..•-• . • _•- • -;; ;: • ;_-:;• : . • ; - .• " • • -• • _ • - " " -" • • • : .• • idd-opf-ith6 • _ • ...rajtrnt the „..Wbrk kli6f.,•,-1).i606.41;:,*;-:6:644.04---i0)01-04010:111'0:.Wb*!:PVIWOli5-0,.00L • Upon 0(3.-6000t.01:0-0:V•VOR, • •�tder; Pf.004Far.*Ii:(-f-0004*.WOrk,•Ord4rtat-will!116:e00d••*.:PIP::,,.$'0.ft Otsiff*,01W6y.',.: • • •or dsgne Upon.000,04V0fP issue :**1:400.;1.90100 Wrro004. 00.401140044.00000):0', •the WQk. - , •• • LEAZ..:PAStOttittitOftt_ ;00,00040.4-(- poykilo::#.ifo,0101# -00r.A0§0,40),-otfOrtfilii),J4100•10:;itfripro,op-,t0:4,- • • iier0.001--1440004 .00,1#4146 ;19:6640 15011,0111•0 1040c4.00:.40.ftvt.::::q4614100.::!•• prsonns1 nothe Work at alllirf10014.:•OrOut0_A-0010-#000. 4,,$*01901.;:frflItto:40.00104:•:-. : .:"- • • tat -• ,.„OYIJflfl1tVjOO -.--;k0•Atrigititsiltig lett: •••'. • - • - •'• • -•-_•••• .F41 12?-10,0Q4 tohtuit claorrne ratiulta PP vec hall-trarrtllaeYrrtt requtrd undar;rtinla ritiecri shalt 'totk prt#& 7 ttpt tht writ ng City, and -an Auttt iri t ltatalt aolely resPOtatte fd€tkta thnto arfdr`r all Work frt carnpha da w * N t t1�7 csf the I0ia Static. arieit 4vtthlt tndtistryatetlee to the oo m cement of ai n Consuttat hnrcat csrtuar y end aoordlrrtrcrsf l a "furnrshedy the otlultant urger tla A nsaili rr, o rrreol :rat r`rvis any eirofa, :cnn gar peorfc .tio or !ath r orvtoe , trt ett end any rrtraasa oats ;ln orari#� tt n of ekir brig work, rewor ¢ eto 4 r '. I � tlra in ai`=) e to tion * th I+u altrratritlx reprerktatius of pity evelop evar aI rafatrp`n lz t tsuCtartt shalir erfiltzinc ornpilatl3an rafvallak le dcaourtent the I rt�Ieo i l tzagert and ntt er iurisdtdttoniil gertvte In �eots f tha nerr p etect otlrty rtgram that may requtr f Ir+ matt detail of rlaslgn deveir prertt raqulreda begin tle ct olanty f aoope, the ft?ins that ead 'urtherdevereptr rit larnlrt lterniil e sll+ lsgns. artsshall tail trr rid f it can grQu a• it alnlri 1t.s:0 •a r tion; Sri �akedl� a 1r'captlurci a + shall In hide t to tldlt eI aI1 Otto struottt rt ultant shall 1 rl e t t1 to brig ti Sallform due dlli;ettoe, Its n ei'rsapectirrrg a I?tc ct slte nd :apona1bl fo the prtlfe sto i t gsk apedf atry. n aria tatter isultait •shall, without ddtt oriai ` icienotes ,irr It s n ltle for r;Iairrr'ol" delay Ittlted to ddittiatial writ, nI si I.,: rand 't de 1eno1'e refer fo narixprehenr�relt0 h ruchtan Dodumeflts. II! b 1id praopttrala and tl`t rrrrx pra eot at uttn "tlOtit I d Si? rt,.:i �� re ._arid r•a sticn and shall perflclpate x ,. r�ffCpl rrt detail ehall be. rrevlcle »dprii wrthi ''tl t ra eot ar , 191, l l:l rec0 cxi o Cla er dau d t Calnt � spepalty dr lrr e rt a t rain eV nts eiS:ila to Dina sont rr; caf dirusr I # forth ilmits to trea',name d Itlt 7 1v11sellpri u Dire I+ISix`1w`t�;=l��i�E rtf dia11 tit1%iced rr� to 1 ot,; i1 e 1 r utd be upadd' h u t l 'r 1uirerrJ tt ftn.alc sr: tlr�r t t 1`tt:1tt1 the :apprxvt<zd 1 i Sul ray tty;, 1"Irt. 1%ns need to dtnpri? t�ltanh11 rdu Q° �ra1 1n,,nit l ttr!tirr cv.r • nr t `trinludad art t d x f 611 rat1oip he tpdate t ; rate . At1A1 0 Itlo ttiCatlprlt n i ant S1I 1t1 nttsd9 dit id yet ,;.01tAN t 11ari00u Jvtl n •!A EOOOer rin to tt to aotA et 1r0110 tt 1pat: gc ul for tta PROFES lrrarnl of dr rtt� t?yat trt 1 r Vre h l ¶not dF nor bttedule tc i dude n t uthrte of ed cOnstru ttort lure t rt p lbcJ r ct in•fit in trt`ris' picot tt to nttl at i !t f�rth�r t ;d 1n;wrrtit uit`attt of t� pst�er �nve�a� U do•r'tfe t ut tevlr ccr,trint.rni .16boht ibtsldrl. bf 60°%� c app°rbptiatt 2,t00p tl to to t onstru quired tt ttt;oetldt vita ACRE ENT $ chat 01 tdt 004. �r1u� u�1v a tali; r$ 11. ply.. l t'tat 4:ytall te1 a'Jt. • bide vyt o euthorl rt0 th„ orisultan: irra rrt, the afy - hall dfiehfl •tttstr400f tht 90 )flays fitter th0 t5ctutt ttton thal l b ad0stad r utr th atl iltant to t trig of,the ark at fia addttt ari t Jruad e:caer :tert (1 t%O perrarlt hll li end fotldwtp , apptci ai dt e man a of theWork of ppprovt }urladlot on over. the t rttjopt : y haw tar tt h ap tvroablo : arfltio t10na of. tarttai j td t°tt�tter crf the bn ttroi tanoa :pf Ilk' tpio6or� rat dry rtai perltlrr, rrstl teed txil size glad pLs rs e di It t vet t r of tha dr tilts. i'aerrrr _ nd odrid ti rls h it be pro rl Alb AWARr Ol" CORTS . octt A01prrrts artllttra an orain�n ail nttt.64ar1atipott pf the drotlori4 andosptrtorw by tw lty of 1 torraant oa rokbts instrudtto 11fra ; prapaain and aw rd10g01tr fri triaat�oit dr l td dot uts not ds o f tip orvt� so tt to ttna >or �ttrt f r bo Ity ttatt'tasue thta l id toour l Ildat` suttar t shalt; sstst h t utred Iuriri the ibldtitn paarods ;tit . tsuedl`b tha 1tS� riaTr�tl+dn d: onat�tiarlt shall prap�rati xooada:' „p r rovlsad pt ,'Pta Brd ltoattnp'f" ort an as i�adsd haws, tt ari` Sra krtr rn atin ) an ragt fre attdn ana sari at th td e.00: , reitlit: ' & by the lst the Cttty to o talu tion of ad , datorhun rt P.f cieotr tlorotacsd for 1 wdardforof ooratr t if th p a f A`ctnst tr t n, the an trtoraaaa th the00::PttileOt. poi.#arrcl award Gontra t stl bt and`r bld the Pilo:a *Ithitykrepleettahle,thne + Itli no ch rr a art the i r0j tonal dornperi tiort to tho C nactltant is ons tltanf lot ovraa tha dopa ndior quality of QO t f f of art£ i 4 robtd h, Prolai nsu}t ... a0a11 wtthoi'°t 40ttiOnAr gQmpofsattot teddlf`y tta Con trr ottora 1 Arrurrt r Is ar ? tp brin tha Probable + rastniotlon Cost. bead on lthtft ti athon ad atrudtThy lty rtyaercl stina.bid: ptr t eellaateobtl + Ivl}. rtc in .ritrg rvie 5 t ( 0..12 9 :A rt4 ntiodh tr*rr tttort of ;pontr 1::orttalrrrtk i uttdlligp#rrralt°fit tl� .e ley Pit rt Coui contrapt;�rrth'(t e atyi:; ppprpv i by r orr raactto1 ocuments " Vorl ,ba ounderadvt f l robla rnfrt of ral., oritrrrt3orriatnrifK yCY pttt10h art artlt Pt shalt sstst 11 tract '''ho ityt fot� bid a rn y atatLtort auoh pf dttoable � ttar sde thfl assttirt tsltant shah.:: pity of rr ;. Est that,l dople'tt Pit ob purpose ib1nt1 bids rltbtar0te AaI EEgme,fiT #d.!>b? the rx' PO' te.0.4 Sud t;p` I1. t i the ', 11 ulth11t i"Id Shay t dlfl by the City•and the consuit; ht pfl tr t l rtlz bids ..: u~ pp d cancel cr 4t ridan s P to otr !14."'T � rsd r iterrt : abdv ->t1 ulf f l� ilf % t dl tl ! r a t ort r #ify i n u It ' POrnOrit. riticeas tax is the 'r b bl ni t r tlurz z ifh n ud t ca st p cz hes: tlt ' zrt wlth: the l stt rl4e f Nctlb 1 + roo ed r thy`= ctstz[t tt h prat! ed tc the t ill ost i tr tzz n iioOul it btur his ul1t drswzn s, drawtn s, vaftn usls, ' 4 OfitifftpOte : of OPOu ert ;h l y r d ti e lty nd tI 1 ymsr t t cnsu tt l�rrtrr th r; the bz ut tId p> b tl�fs z a� � txz czz uit utzzzg tli rt tz c inr tt se, sh t1; ult #tlz th it, zad It have lr titl az t t act on b h l ,p th It a lh {ei tlltc:..1pPll t2iitfriz�s'? tt�tstr t►O» 3z tf tti' url)Uts c *eat ardal ins zth car t # t crz rs Thy crt t z t b tt pro t lzy It slt z�l �e r fez c rE ti z� t ui y the uth r i r }rt z z dz tis e ff l�sr f d lrt� ctzcsrz 1 t P ict € St arz rlt z at> �a ad it onaJ c th Alt . h rr ult rt h 11 rest :c ttr :pr r the y , t tl ate r� ele ct lal t c� rrc�es thst'm y be a; T z ru # z ft e erlkt Th crnsutta t wM nct her ulrzyd; fa °; t ,Tns ctt z l r prnuld r z tilzn us d 11 to iris: to the k tl e rz, e ty {la z t u the 1 i tnies'he dill; rss cp l i fcr rzrr t1 and s r k ut rz tr trz€�tes f �l tlz d fi ll t s tto s drt%I ltsd t tt rid crtsul t lz zll not b Zell k spotislbte Y r cr ristructzcrz ieslts; teeth t t za i s r ce ure , frzt pr utzp s rz pr r z lrz c p t#bra p rsf tt e r s ent � r et'zpt ye ' fatfur t l el cart , ttt trt accord ftettntl1ut� tl#'fzrtrzt the �ltittat utt dtr�lr ��t� pz W jrzs yredli�rrtatt re z t ticd l y'the p zsutt t t t r h by ttt t, to s soft c r ull ra ttif rz tt ri end beiisfx the 1> r his r resse t the pint ( i c r arrc ullh 1 nci€ tre l rrd th rzfr : t r 1 t[ttez 'iu r ni rt aus 1 124 1 x 1 , 2 1 O,O4 ivafuttd t p fob adrtrrn rultat sreuerti testy raqu9 relr avta ions f rrt i ra rant orr otabt prior to a rnplptiarr e �ifia uaiitle tar► st ted In tt pa ent ae i eat rrr il itlad trt pgrnnt err: the lint rd upg rregittl i1 f., rt, ye , r in p 1 ens t rt. b ti st tu, the on xetat(V. to the;i ttZerttiad't .iiRoguisitiarr uhttarnnt tion field r reatirr nd tali a of tiei de heron, apprci i�tE'tiaat it that tie 0rrsuitnt is rnae a? XMtdifiat ck r tt a ed moray p did on - uni t s sitar 1.1t pr onstructir�n hall t preprsd tred eiy pa nrnto t e cat tit t t; h t p i €r .ic-ti�rrult0 end this proper eritlon t r:propr, ss bf tl a 1r orK `upon Wntt n r 0 i itiO for an et ll ert ot t f A Iti in rtiP.';.' s rnur ;t al ii rig, di g ut send �stl er atl r C0 qu t[an b tr raen e Ct eutor err frregres ; Work rt rpretatirrres artli de 1 iiiiiiii00nalsten : +ith did tntant'o and r asc nab1 Inrarabi froth, the trr d ten ra ht aaary `r adutble :t rs acplianaa nth �e tl� authurty to re rumen sp ni I` n t)ori a t ti dani +tl tt aptrat� whether p not such pr ha ro or n faked d a npteted.. d uuftant shall prorpt y r Y14.. and p o�Ie, r oot Or`taica atiarr ai I%� is ether ubi its0i rn ,f th orir ctor a s of s�t stit r obor ioouniegnty yshat hct be};a,�u1 ray wprtija�t�t6 �cyraurrgti ty�g�yyof fie �g r if41# D1reot t O pIt f 1 kov me #I7 14sr t n u1t t ha h F, t calendar days rarr reeep ul s�o ra +i a�i its ar agar ui i c pr to return the shop tl r flrr s pr su itttals t , a e traatar rth a i rrt p rovai or drsappro i�Con uitAnt s all prod the C ntr at r l rr tie; % e bass o re i et�nrt, nt +nacr u antap .the Oc ns ila r on dn,ed t a rdt _€ntd t ndfar peitvere, 1 are altar t snail `li its to nrd roper 40.1lre d a t ntattpn der dl rt s a tai ed l tr t : uitnnt un al vet�or� dr a rd ua to ti ny gnu l ai air e aid a rid n prnpasad ttaresWhr tide ontretot tibitsgust for hang Otar t. npe prpposai grou t: the ohs iliarl l ail �Ct lr to {1} all da risp pr }►o dtd b t 1t r t fh C i t l ,it1 • e4 p 4..by b ..,gl000ptAadeo t th e on tlterit tat# th t ire frdt lotl n F ill ,Its the r ch l t, ill y Pig tr of lndl zd l m t d l r r t er t r n el orl + •bther sum end dell the eabtt. n shalla al d i en Y a6Iiidiri ` r btait " con•d#tton b a l oa of rrn tk f rn hed b the C utreot as , 1 � r rt tl Y' -bull s' o umente It :l rt dlt i t sh fi r` 1y art th fdad by the nrtlr to lnelud�lr fh entre t r� o rrd clr t Mtn' trd tht rrtt rdlodr tl t;ntent �tll dust„ € t in arr tina dbb t eri i d b the i t� tf uh e de to � h horns r ", tten r & �' ub tl€ rrs 1 r th r I r fititbons wall b th rrt u t i 1 ? Irtt lr' lair t" end r o is d numertls� h n ,m e 3 the tx ld c tl�erw�s rtr de by the ar tr td +r li b n nl neat ° h .11 b it ed ,r i 'fd i e c rd eta' and rt t rr d t r�r In l r b% dacti er t ` b drt n � do ume tt ;, as ll s th 'k eld. Record t'� s iefE be lama t . produoibiol art all ,offer tiria(d tr k dill b rr •ish d ' o the City o r tt r�L ; tt sa it ;bttADD { stl� ate Iort�set ootble tc1 s; ih vn t It rat b 11 furrtE ht tb t < trt 11 d te, ► lr grid c�er nn{ tlr .'„ g buts nd tl ri ,r r rt rtl rr v larr ust hra r ern r a arrr urh er rav r"II dfrn r� len , tat t1 r nd at( fats taped t � d l s e et dtrIlb lb " 11rt elefrat e: ansdl• ertue v. u n e ,i iru t on w ad3 up r ' innl m to cif the r fee ;v ;0,I eQuo I31 nclM 'tn 1201 i • : vices to crrzed b it v ` dditt r etc ' key peck ied arkd a%itlteri zed bjr City and rtka(i crkakdered tc tsa i i nd the scope e basic er kc es•ddttkcn l ervlc s shah:"elthei nt6it d irk a `'t orl t rder ai shall e of r`i ed by Prior vrttteri :apprcvat of the i ireptt r r , Hager and Wit be c mpensated I'er-is provided lrk tt ch en a ctio k . •: EXAM Sept: s kfled to citedi t o l�e wain, Addrticarkatvtcd rrka nciude lath are ot'ilri g loan and orat1011. c vies; n conripoll011 witl inky dditicnal special eta{led appraisals and v lttatiens of e ist n %cline , = d )rtstt cticrr`iperforrned by i y Tics not inikidd in;thep Edell 7 stinci 17r inIncg xter'do l assi<; t ace b ycnd tik Mart ups testing& adjtast ig kd baian irtg a any e l ii rsi nnni in ap ral itkn •arid rrt tame of e nip nten training, nd :proaratibn ai p rakiri and rrk v teriaric rtrater sole ctkr�tractt crsuiprnertl rrtanttf• turer Irk c pe cf preiel gi�r detined.as thus oni lcarkt o rtk • precea 4tta Mi del tries. k-'repan g tc s g cr legal proceedin ii ';i it tit tt a :ertse brad insofar as: erfclm b tb d bpibtit ?rc %d atkcit Into-01)14ic s n Ad ltion A4 and aQcua tle .... zit tru tares, the grado and tiri erns, boitndariea,, lb re r ttrk sower, water, Miseaiisnaois A,1),A rk iii ri nt r Syst s retiitErk kr :el trckri tten apprcvdfs cr ins 0l dt'cekskltaltItcr rus cf esces arkriEkk sbr�k rtc tk anrbitr dude •in thin Ajreemerit dr t arciiltcturilartginrir[g r'ct ildirt cites, tvi t - poogagoq-Augowl.05t,ArA.001, • .• , : „. , . . •• 'G0080-101641.TA-0[0.4•:S64Ii#:)e-itto,ortt:pltgfoho !Til6ptiofi ft#0'0d;10:100017b.:01,atO "0TiY1W1011011it4e0f4t4:(10rt10.066t661d em•tc:O61t(iitorif4ti?iii-Jteobitii*tie0066attestsIu": - • liifo.01.01.0ft•'-.‘10d,rdooFrojet•nd St pdur: - ,4061.140:0;:t(104;if6ifitiAf6;:b'.0.04644640646:401d.b4ta:bligitro-aprc4p, ,., 4144 ''1' „ . 16toritt.:p' '00,00-01t0)1C0.111:13.0 otortohOtt,:$41610.,.11f010$01161411104-.00-orttio:a,161.,A,.: . •. . . ::....: . : • .. . „: . • . ,,,.! - • •construttori Ctty shafl ConuJtiflt • : : •.:. • :: :• • ,-, t28 rowrr li A crate � 1. f IR En neerir`tcg ervices, In Medley, i'L. � andscap Arc lit � ert or udin PriiricIpal telex Va quie ,. P l rir` ci al Richard'e t endz, PE' Project Morin Cesar t erge , P u pe. Icy. ade tali,E • t1.ilrici�a lil i h e nithols orsuitat ection B3.Oi)z d i tied B ,Ain eotion artd'atthe'ea irn manner BA`t ICi LI ate sr` ct all perm rayable: y the ity.un rn xirrtk rrr c peni s will the City have the onsultanr , beyoC ecccrd n with the .A ha gr; enient;and n It is ANT ttfit1 t • tent to he Agrreer ent r e`amctrnts stated t01r cornpensation iss sgreernerrt r cu0li he :City oiaell have na Irahi[it er resppr si illty o ' rayir1 rar skaltant'S nsAin,SOSt and exp ns ,• F., SATES yr ragl pa rsati pry ie r der this -Afire rtifa d Wage Rates that have r" coiv _. Fates ;are sktrrt arl ed in c edule -1 trve direct hourly rates, asap sroved y. peci ed professions and acb °pate or lt, reg rdl s l manner ct cot kpeneati 1.1) technicr iinistrative supp yorlt, he t Ay:: f to i vels " IE is span ous Civil ragrt' eeriir A,O.A Bnglrisering, Inc. ih rrr;'ectr n':. kry fcrrr cf cpen ir`t"rbursal to xpen , ount specific der this Agreement otherwise y. e ein, except where ron : appii'i rig d or *ay. hall be ,rrrt�rlat d nd; based rpert`t pproved by the. erector. The v xpnretod heroin by re°rersnco Bx of tl e Cprrs iltant rJ Sub are tc t� r tilizod tc prpvkie the ;cap. mental.: in detortni u•se nf. `t! prraies ans, deb cad Dins and/ ese in l rde arc hitecis� engin e is+ project managers, 6l and n ther°s nga 'e In th fVLS tle right tp.eprrierr ;trod o prrpaitsti la11 Lu tp ar s`t llsbe h rent _F t est� u iwrrtp eta; a�hdtll Alf ultlia=r of yb1 by rartsaltert'd photos'sz oaf trogrepltli dltiy relied t OderOdern 1 ttsrsheti"b shill ai p1 to the arrulnk` Vera hourly lee the yt a"id rnultlptaer Is Intended trr cover the ;t✓ransul prl►t rrto. latlralrr3 wttlout tCrriltairarrr, efllee ace and draffln r�pplles, depreolatlon 7,af equl rri nti Inrstrative and blerteat uppbrtother ert p,�a iee `tlt i ;pr c y 0f your f rt's :floddelepartrrte t of bilged t IPpou rawest fair^rea e tar tie atrlld by gate rdera a'requa eff srt protated rann=b.oUUr°a rar 11061 s'arabiee identlfled' l •AiiiflENT: ;prst1AT1rr4 :. ari =a# WOO cri e_play:ea benefi#s' art t taeal tetephaartttd f1 slona1 du a, eubs rfptls bevel artd. subsi .ten p rt n, 1 V)1ptr. ua altarat=lri celptiNtrri pt mpsee d by th fty ; 'lie pntsriltarrt shalt l for thr a otnpletroo o. o•ps oWork ps 0x ri ,t '1t 'a (O tT: A14 tV I ti At epardlees: 'of ttre `metlaad of eor p meatier: e1eatocl e lul€rptf r, pcver ell. the 'on ultartt caasts Ihcludara , 1tha u ev , c t6o l safld y.. trt e Pic3Yrnerlt is aes : r tirerra sttl fiis nif en dyerhee factor a[lurr to not"np1y with rrs; re?n1a t _ sa as part oftta►elydrtt OP,FOESAO MPENS - nsultant;nl e,rtcrlksnt' borputd b ene or 4:401.6.0t it. oa',dartbaa1U rid ant ern' stated .ln e . Irtdluslve `of: coat ur expel ien pyebl far spe srrtrfy job ctassiri teslts ,end/rar pra rri eh It1e rrtc bog trtut�aell ret# tlprrra ari;rltartc urn oo111pan ataa n> is Atha prefai haalirrt slaafl ba- y fho utikin 13 as> tln Work 'Order, the r may eptlire tbatiiiiS6,114ttt1 ip rt anon , achflt,0titIo0tidri shalt pres0nt su00166f tnfo'tm h Qfl UCt nt end u a neultarrt pia yse :. s 111 iriclud rx5• a ar i rrcr rid to e d tt urp ts, t ity = hsli b y raa 11 alllty for; zany f a . oru e rl to ee "shall ba used on y rr e= elirr , ; uaratlfy. stones'for a p; rlacular Pt Y m b utilized for A' hlrsh AIt tw nce ate :tht formed fart Sri buoy Rtd_ l>1.tR.Aiwr feesdr autlirl ed llr are rent orvarnu ra tln s ppflp :del JP wnt4s etarl spe iflr idrtcf pr pttai rrpl rst aar p>ifron i ral Vyorl that l slrnilflrrrdsfiarrrartt C rd¢1 tha ha11 s e as ` I pt =t Xll� a rsabla :expenses <staall net Irrclud char >es f aril hind, tnnta.adan$ la oa l telepboni o squiprpsrttt professr nal duos, subs boya Abs quantatle set farrth le( thls A r or ra r 1 and Stifietelense tt terrrabu ArrAOHMENT fh> ity a ,. as°sbt ;evet e perta pd 1 th orrsuIfant: ity 0ttfl r�ri4 r prddtt io � Irr s dets of tsb ce i lr d t: aeh p ane of t ae Worl� uv1ll ti> a t Ur eble i atpo se 11te, lty will reittibaarse the ansultaft fbr. authorl sd % aburs bfe Expenses ptsrsuartt to the rm`itaticrs. of iris rremerrt as verified by a port(r g dodu.merrtation deeded approprrete by Dtractur or,destga e+ iniludin :�" ... vt±ithout Omit tari. det ild bails, rkernized frivpless anc ldr ca pies of , .,„ . „ l„ , , ., „ suit • ; IrE f a Ab tt'TI_ oa° t UCT y, AL'TE r4A'T Abe; design): o adi tive arrdx autharsd deductive alt inaescatte pl tett a paf othe nrf?igi pcefiatel tasrgctpe•for a cf dditivi rojdvbiderd pt denc', I d aative ettera ate that are aycnd the rglrrt.t d'pe afcuiafd aekp bille tddn fe forpernaes`�'ceA�d of The ttrree paethod Itartt i tl ned bens, asrmutuall agreed byfh :bli `ti oribtiltatrt may e eufhoriza f t•t pefford-t Additional orvices torvuha h acluitiorral eo p rt atl er t eanr utsa le perrses, as defuied to this AgreerrlOrat under edicts B3 7 i and B ; pe> tiv l rY ay applfs ksl .the ii atilt nt shall trttlike the Work •der Prvpd5ai lie°wehp e alsa:prorridos the procedures for complefiario than fon=eiitare to is the farms prfallo +r;, th procecures vrril restaitirl`the roj chart.o; theWorkt rderPropdsat Eefer►nlrratrErtf Fed the optrsper tioi or;suoh servrces'wiEi one af.the a sethod desalt ea` hen rra :mtlttuaily 00reeC 'ua)a n t, irrtp um, t lourty f a p uith a I'ot to Esaaeed I if nit g I'r c d re arrd + rnpti roe err independent grad d taaled e to n ceed and err , mendme t to see atio on r1 e rd uired to be sued and d by fife Uarectoi for each addttional orvitye regi ested. b the 1f 1; The NtstCce to # tacsed viil pecafy it flee fear s>rch s rvace err al pertimit c the fde, h o ehail nu e d ad d artd snail ocsrppiy Math the i y a f` Nltarr i re u( ficrne, titotttdlrf : the PUirchasii dithe the Ci ra uttants" i rrapefrtave Pie i tiataolr Act, .arid other p It a i s pri3ioi • stenograplhta ci ;;era jeot or =trrl ltt •r raf phT ccmpensetadr1 for AOionai S rvioes hot aticlude tditiarral ohar es for;;a Iephrrii. and ubiltty charges, pffjos n s, ub rtpfilon to r r produoti rr =rlcai, 'or ther en3ployse flare or tray ielrrrbur atilo erva es .and; sub aonsU1tai 4 j%tirra t e.a0.000a nded ti the s r or egrtaptrant; attoras, fn'afiing; -: tilt related t +rill ppty th0, 11�1fI hdlor irip+dif lcatioa e to s rawtngs and or tither ark, 0 a such vi rl td di ra atret It Peirtsii torgsttitntaseterrriiod b h tUti 1 M•PROJ T s() 1 I. 1 t; If pi ojeot'ts cusp r tied far the cnr�v tit txt r of the It r fir f or . than tiaa ee maarati�s or terrrrrr atoll }tiidut, pry cause in �iviatrle'or in part, ciuririg arty Phrae, t1~ie Consultant}hall Ins paid fiat snracd l dulyutharxed£ ertprraied enact toysuch ri rr�tr > r rinla atlon, tc etl erg :Wlth t1 cot f trth. 1. r Irxftrur ahl seias stall epeases tan4aea and •111pt�ropi'iate, eppiicable, artd ?iaourrzhtad earsa retaa . rani auoh aspen ion fat t rpir�iat[c rt li t11o' Project Is r`e un1eri *fter hayCtr , ba rr a gender for more . 'ilia'. three rrtontrrs :the Ccn'suhant's ftaa l r aor p nsation shall be je tto ten pti lara 4 4M1 PAYMO,Art Pay'm nts for aslo Hai Pha e O f its k h thtf4ralrrti+ b u€nd eri tlt ytt rrktntiurs v.00 • gill rsurt'rt rajedt bpa C. ty be raque 'u 'Gonsttltant fe utt1. aidbythe,. C nsultant:- :i . s ee ri't apltallrxtorriverne ir. on c titre inVolc d n onthly irL prbparticin t 4 an ainibUrstbte, zpert e i .nsr (tant shall rattlt� the 0t 1p +g:o IYtF'REHENSIVE EA$1. S R 'IGI b Fcir-�tlrosa Ptoj0ot* rd Word orders where aomprthensiva de • halt, in The ar r01at4, nisi deg th `ppraantpl cif tl ;e ast bek W foreach Ph 5 - B4fb BI. lrL:1 1G HOURLY RATE. Invcit;es s btrtFtted by the Consultant hall be :' dpoian,etttatron tc-:ailow for Ixroppr l dit ¢t• expenditures. Fete: bbasis,;the Consultant shall s ibmit for appro:Vai by tfte Direc o.600 ,atto r . alarY trite poi ttotlr hour worked: an d tot0t attar pr aged or seek T i She sum thus.obtairt d, any trth ra ed Reim sloe . Cons rltartt shall attach to the`. ►nveibe alt supporting. data for ....:: ... efi a don th g �o '', p Project 1rt gclditton to the inVc�l r.tt prpgress �repbrt tvinc fife porpstttaga of o zted ikile oo0:i?latrart . . rrrentQpOa rt YMr .i" 1 pft SEREtl l UR Y Y rAdditi nil +rrvtces,may be requestedthiy trt proportion to �Idtr.sarv16 are a ithortzed on arl Hrnn'ty Rate bests, tits Gorrs WitACHMENTt os �erfotrr7ad d trirtg . h all:be blued to tiiu CIty Ih • -rvol5 orir whlr a1 enure ta: it e ha.. rty i�vn loos ai•a i7tiptitotod, said' f. i i i is xtal Baaid; t3ump nsatran irrdlc t d tried end acddXrtpanred Ixy ,up in, servriaes are .athorizad orttr lours r, a dulaertifted tnvoire, giving names; lot'.il '0 t..0 nna drreotly en 94d on tirsabfe ere es ost may addedF payments made to Arid Inou red t?S+ fhb tli;snt sh4•ki.r piettor o :the r Ject de my oetitlie0 invorpO, givin rranr s, biassif"rratian. salar total: oh�rt a ©r ail persat nel siirectly engaged- on a 'proem pr task suthoftzerl Retmbursabte arvitwes Coot may be added he ` pnsultart sa�pper#rrr data lci payjrtt rrtade t otxoosts licurrad y the "take Garr ur task ittdn� nap; 141• 'ter iotlorr saed thI e fife Goneullt oaxit ; a of Odor( of sh tt be tie irar1 tl irrseortfiraoktsrs or`ather ocrsirltarl'aor vvtthhpld ror :.pat rises ere t[ oee itafrts,auSftorrzr{;1 t iha Work t rder Asa asro Berutc by the Ga r sultant at d the Cori; b-anstaltnts by:the.lnteras pt theJortra riff, �orzrirrietlra. iertttfiak is oom cur aallanerrus Giull Pjr�t�ahterzlcr ss:hali,p> did trii iai. a<peil s,tton XPNBE the oetviues performed tt shalt s01)rtit for a rph yal by, par' hoUr, hcaUt wort ed and sum thus Cibtlr(otl, itil attach to the 1ravoico all Its;01004 ors t pt:piO0 br tri waddlfiort to Stir pope `a erVt o and c.orr tst rr astir t he . ubrt orisultartf arrd lfe . leph.On, oun and o t Ton r tttnts, prdt,d� n,toYh Cost of pnhtcng, ropr dta hdn ph tp raphYpyand th t yi i f is re u�r d b ?fir; 3c psuit r t, tc dafi ar e teas, anti tht -A 0e01 p: rntfst -b ascot panted hy.satlsfaptory dccctrnent:t• ipn: «tx Pit a Ail' ermit fees id % re uiat ty a nci s for approvals dtre tty ttnbutabie to i Pr jecf F esa #ar Pt'fees dcr lint trroflyde thdse perm t r q lred fc. :,, .. he paid by k o oonstruptiort Gontretor > .. IM UR M N.T$ "TO T E SIJB 0ON U. T.ANT air nburs` f 5ttl art t pant xpensps are lirnfted tit the net s d sonbed move- rhen 'the ut eonitarf `gret grids :for rairttburaole en e0.n such agreornnt ,Cas been preVioUi ty ap ,roved in Writi c0 o the tifreotot n sti j t t ill hud 4ary Bm taity i req wre rent aftA11 ' Eft# harem iRtidtt,C iii igsAti " 3 St1 N JA [ i C IC . I S i e A It t rnder c od hfat a1C o ataftraarn[ants r d%r wor rder fc r new vzorf uulft Intit),e the prows, ha e a of lap and pauii cation zr ufuding oar tr�totiur dr�aWlri a, at th at .'. dte gptluriF .h e f sl nrn tf �s acdr went They agr t i re a 1n aopprda e wl h 't to prr vtstort �ythou s h of Furth ry appr avals, com ensation; fats• car doourr nts ,baits t>radu n and witut .recc ut'se far. x1Can c us cavil engitiaor" rr eral6ek r iaif3 No.,1 A" rA ti T: 0 MPATION ATTAC aN" . COMPENSATIONe . HEDULE B1 WAGE ;RATES S .M`MARY NoMbgAL N m Aiber:0 Ar dirr; PE, Cps'' Al xWW qt z,PE Richercl likind,ez,P i raNe t ivi r NEGOTIATED HOURLY''RA HOURLY RAI° (0 Muittp let° .April led) r:r s Stlie, :4 .I Sour•, . irajef rrfrreer 07; Jtnna on1, PE ffrVltit, Pg tndld, PE llaelrr►rrez AC 1 c1inral;cr 0 f l �s uali;. E[ ' ngrnesrrng lnterr� irejl . i�ia rt ria Correa . Senior ttirt tiring Teehr0lci n 233QC1 66 70. el var iuia e a iropecfer .00 $0 fig. nr et% ardner erlo Len is0 pe. r hite t , g i fi�i c�, elhl Semler Lands a Z Arehft cf A. g8 cif ii l nl r lend ap r i f cl lntert6,4a7 g C IS"hli H d ' A " 72 0 Ad t iyth . Red `Wirt. urtleneti "P• arty R AD A riofitioripoi Party 77; ) 004