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HomeMy WebLinkAboutBack-Up DocumentsJorge Zb""� L. Mora 2= CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Annie Perez, CPPO, Director DATE: November 19, 2021 FILE: Department of Procurement/Chief Procurement Officer FROM: Angel Carrasquillo, Director Office of Capital Improvements �7 4,A,naeicarE awuino. /,1.i�,'� 6:38:18-0800' SUBJECT: Contract Capacity Increase to Request for Qualifications ("RFQ") No. 18-19- 012 for Construction Engineering and Inspection Services ENCLOSURES: Consultant's PSA Contracts PSA Overview and Background Docs Consultant Project Expenditure Documents By this memorandum, the Office of Capital Improvements ("OCI") is requesting to modify the Professional Services Agreements ("PSAs") authorized pursuant to RFQ 18-19-012 for Pinnacle Consulting Enterprises, Inc., R.J. Behar and & Company, Inc., CONSOR Engineers, LLC., Calvin, Giordano & Associates, Inc., EAC Consulting, Inc., and A&P Consulting Transportation Engineering, Corp. (hereinafter collectively referred to as "Consultants"), to increase the contract capacity of said PSAs by five hundred thousand dollars ($500,000) per Consultant for a total contract capacity of one million dollars ($1,000,000) per PSA to continue high quality construction engineering and inspection (CEI) services for the administration of horizontal and/or vertical construction projects. JUSTIFICATION The CEI services are necessary for data collection, contract compliance monitoring, material storage and equipment review, sampling, conducting inspections, certification, and close out activities. The fiscal impact to the City of Miami ("City") of the 2019 Consultants' contract was restricted to the delegated authority of five hundred thousand dollars ($500,000) based primarily upon unloaded rates ranging from twenty-three dollars ($23.00) per hour to one hundred eighty dollars ($180.00) per hour for the proposed key personnel classifications. The original PSA contracts were contemplated to provide CEI services for approximately four years. However, an increase in the number of projects has accelerated the rate of expenditure for CEI service exponentially. Seventy-five percent (75%) of the total funding originally allocated for CEI has already been committed with at least two more years of CEI services required on current projects. Over the past two years, OCI has increased the number of projects requiring CEI services and the unloaded rates have risen accordingly thereby justifying an increase in the contract capacity. BACKGROUND On March 1, 2019, the Department of Procurement ("Procurement") issued RFQ No. 18-19-012 for Miscellaneous Construction Engineering and Inspection Services, under full and open competition to obtain construction engineering and inspection services. On April 17, 2019, the RFQ closing date, six (6) proposals were received in response to the RFQ. Subsequently, the proposals were reviewed by Procurement staff, upon which all six (6) proposals were deemed responsive and responsible in accordance with the minimum submission requirements of the RFQ. On May 21, 2019, the Evaluation Committee completed the evaluation of the six (6) proposals and recommended all six (6) Proposers, for award. Based on the Evaluation Committee's recommendations PSAs were subsequently executed for all six (6) Consultants.. Attached you will find a copy of the original executed contract for each entity. Should you have any questions, please feel free to contact me directly or Assistant Director Jorge Mora at 305-416-1297 or JMora@miamigov.com. X Approve ❑ Denied Nzeribe Ihekwaba, Ph.D, P.E. Date Deputy City Manager cc: Annie Perez, CPPO, Director of Procurement/Chief Procurement Officer Jorge Mora, Asst Director OCI Hector Badia, Asst Director OCI Luis Perez-Codina Sr. Contracting Manager Procurement Anthony Hanson Sr. Procurement Contracting Officer Kelvin Kercado, Program Manager OCI Charles McKinnon, Program Coordinator OCI PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant A&P Consulting Transportation Engineers, Corp. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE 131 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT B4.05 DEDUCTIONS 39 ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Miscellaneous Services A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115, Doral, Florida 33178 Section 18-87, City of Miami City Code THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made thisrday of OC^.. in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corporation (hereinafter called the "City"), and A&P CONSULTING TRANSPORTATION ENGINEERS, CORP., a Florida corporation (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at httio://www.m iamidade.qov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61 G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO Miscellaneous Construction Engineering and 11 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a�MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least "A-", in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 201011/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its particular ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalez(a�miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerezmiamiqov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez(c�miamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamson c(Dmiamigov.com Phone: 305-416-1225 Miscellaneous Construction Engineering and 15 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT For Consultant: Carlos M. GiI-Mera, P.E. Principal A&P Consulting Transportation Engineers, Corp. 10305 NW 41s1 Street, Suite 115 Doral, Florida 33178 Email: cmgil@apcte.com Phone: 305-592-7283 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000,00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT (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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: A&P CONSULTING TRANSPORTATION ENGINEERS, CORP., a Florida Corporation gnafu it `i-ei Sinatu Signature Q (FaRu,4121), an peQ GS �I - Ch. - H , V. P Print Name, Title / Print Name, Title of Authorized Officer or Manager ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Todd B. Hannon, C APPROVED A T7O IN REQVIREME TS: Ann M. ie S arpe, Director Risk M : nag: ment Department (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Emilio%7'. Gonzalez, Ph.D., City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: toria M=ndez, City Attorne Miscellaneous Construction Engineering and 19 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Attl'On5uVohlTreinsvalotlioil 6A9ineerS , a corporation organized and existing under the laws of the State of R0Y1dMG& , held on the a5 day of LiepkmbeF, awl, a resolution wqs .duly passed and adopted authorizing (Name) Cell. -Ws M. (Ai%• Merck as (Title) avve510 erwi5`etvei'Gl of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. M!►tt IN WITNESS WHEREOF, I have hereunto set my hand this aS, day of Je piC , 20 1°i. Secretary: Print: COd OS M. CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Construction Engineering and Inspection Services 20 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, 1 have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF ' IOY 1 GI(A SS: COUNTY OF M% Arv11 " PACIe The foregoing instrument was acknowledged before me this a5 day of J`Q p%C oer , 20 101 , by C 4 rtOS iNt. (ni 1-mem , who is personally known_ to me or who has produced as identification and who (U,/ did not) take an oath. SIGNAE OF NOTARY PUBLIC STATE PRINTE',, NAME OF NOTARY PUBLIC ELIZABETH CELEIRO Notary Public - State of Florida Commission if GG 285352 My Comm, Expires Apr 13, 2023 o� y iry Assn. Miscellaneous Construction Engineering and 21 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: • Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. ■ Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. ■ Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. ■ Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. ■ Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services. A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager. Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equipment (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities. All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Project Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site - related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collecting data, monitoring, and reporting compliance with Miami - Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Protect Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Protect Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Iniury Document any inspections made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives, and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders. Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Project Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3 Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Engineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: • Licensed, registered, and practicing as an engineer with the State of Florida • Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification • Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: • Attend CTQP Quality Control Manager Course and pass the examination. • A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience • Must be directly employed by the Consultant A2.05.3-2 CEI Protect Engineer/Project Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final estimates throughout the duration of the construction project. Must have the following: Qualifications: • FDOT Advanced TTC Certification ■ CTQP Final Estimates Level I Certification • CTQP Final Estimates Level II Certification Other: • Attend CTQP Quality Control Manager Course and pass the examination. • A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/ Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) ■ CTQP Final Estimates Level II Certification ■ FDOT Advanced TTC Certification ■ IMSA Traffic Signal Technician Level I Certification Other: ■ Nuclear Radiation Safety ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Final Estimates Level I Certification ■ FDOT Intermediate TTC Certification ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties. If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2Expert 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. A3.02-3Miscellaneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: ■ Laptop computer installed with: d• Wireless Internet access ❖ Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ❖ Scheduling software capable of reading and modifying MS Project schedules ❖ Email access ■ Color printer (office) ■ 25' Tape measure ■ Smart Level ■ Accessible cellular phone ■ Digital camera (5 Megapixel minimum) ■ Temperature gun/reader ■ 10' straightedge ■ Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Principal -in -Charge Senior Project Engineer/Project Manager (Must be employed by the Consultant) Project Engineer/Project Administrator Senior Inspector Roadway Inspector Residence Compliance Specialist Miscellaneous Construction Engineering and 34 Inspection Services RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Protect Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.htmI Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY - Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://archive.miamioov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No, 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Engineer/ Project Manager NEGOTIATED HOURLY RATE $180.00* $62.00 ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier A • • Tied $179.80 ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier A• •lied $148.80 Project Engineer/ Project Administrator Sr. Inspector Roadway Inspector Resident Compliance Specialist $40.00 $33.00** $26.00** $23.00 $116.00 $66.70 $96.00 $79.20 $62.40 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE CiJ.YOF)IAIAMI OFFICE OF t- Pj7Y1l4;MPROVEME14# ((ft --141JL'�Ij►N $TANDARb INVOICE Y ;, T To: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: ATTN: Invoice Date: Month 00, 0000 Page:l From: -- --- - -- ! From•• - Invoioe Period. To: --- (Month 00, 0000 Month 00, 0000 Contraot No.:,_________________ Contraot Title: Project No.: __ __._ NOTE; -- - _................._._..__..__.._.__.__....__._........_...__..____ __..__,...t.__.._t_..Da Invoices received past 3:0e PM will be stamped withhthe Next BUM..Date te Prepare Invoices 10 delay. Projeot Name: -- -- - - _ properly avoid payment Each Invoice must be signed by a Principal of the firm as designated. Purchase Order No.: Attach appropriate back-up documents to eaoh Invoice. Submit twoJ3 sl nyd originals. Work Order No: SERVICE - CONTRACT %:COMPLETE: T0TALEARNED TO DATE.. PREVIOUSLY INVOICED . CURRENT INVOICE AMOUNT Schematic DesignsSD) 1 - - $ _ Design Development Dp) $ _ $ _ $ _ _ 30% Construction Documents (30% CD) -$ - - 60% Construction Documents.(60% CD) ___,�,-••,,, - - $ - 90%Construction Documents (90% CDZ $ - - $ - $ _ 100% Construction Documents 00% OD Dry Run Permiltln _____ Bidding or Negotiation Phase $ -$ - - _ -- ---------------------- — Construction Administration (CAS - $ - $ .._...._..__.. .__.. $ .._..._._..___.._.._.._.r . _$.._.._.._..___.......___7..__. _� - $ .. $ $ - $ $ Reimbursable Expenses $ - $ - Ir fie) $ - $ - $ - $ _ 3. (Title) $ - $ - $ _ $ _ Additional Services $ - $ - $ - $ _ 1. (Tillie) , - J - $ _ $ _ 3. (Title) $ $ _ $ - $ _ $ - $ _ $ $ TOTAL: $ - $ - $ $ Prior to this Invoice Remaining Contraot Subtotal: $ Balance: [ Deductions: Total Due : $ TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Activation Letter of Phase being Invoiced Supporting Documents for Invoice: Constucfion Status Report: (Signature of Principe» Final Payment Documents Addltlonal SerNce Authorizations: (Type Name and Title of Principal) AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL: DATE SIGNATURE Date Received CIP: PROJECT MANAGER CHIEF PROJECT MANAGER Hector Badla Date Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant Calvin Giordano & Associates, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE 131 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT B4.05 DEDUCTIONS 39 ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Miscellaneous Services Calvin Giordano & Associates, Inc. 10800 Biscayne Boulevard, Suite 950, Miami, FL 33161 Section 18-87, City of Miami City Code 10 THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this2-S day of al-Obe( in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corporation (hereinafter called the "City"), and CALVIN GIORDANO & ASSOCIATES, INC., a Florida corporation (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at htto://www.miamidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference, 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant 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 sur✓eys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO Miscellaneous Construction Engineering and 11 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least "A-", in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its particular ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzaleza,miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePereza,miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendeza,miamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamson c©miamigov.com Phone: 305-416-1225 Miscellaneous Construction Engineering and 15 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT For Consultant: Chris Giordano, MSC, CCM Vice President Calvin Giordano & Associates, Inc. 10800 Biscayne Boulevard, Suite 950 Miami, Florida 33161 Email: cgiordano@cgasolutions.com Phone: 954-921-7781 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT (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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST; z Nifinattore C-15 Print Warne, Title ATTEST: Consuita n ecret (Affirm 'Consultant Seal, if available) ATTEST; APPROVED AS TO/INS RA REQUIREMENTS:/ Ann Marie S rpe, D rector Risk Manaietnent 0 patient ,CALVIN 'GIORDANO & ASSOCIATES:, INC., a Florida Corporation CLd5. _LL a frkt tint Name, Title of Authorized Offter or Mangr (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida o T. Gonzalez, PhD,, City Manager APPROVED AS TO LEGAL FORM AND CO RECTNESS: Men ez, City Attorney Miscellaneous Construction Engineering and 1 RFQ No. 18-10-012 Inspection Sentdoes PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR 1.1..C) 'HERpEly CERTIFY A that at a meeting of the Board of Directors of k-va ( , a corporation orgafteld existing uneler the laws of the State of -ThA , held on theZylay ofkity-C.) ,7.LILI a resOluti n was ly passed and adopted authorizing (Name) Ake S C ce(e.)\-AL) C) as (Title) IC.P: of the corporation to execute agreements on behalf of the corporation and providing thatTheir execution thereof, attested by the secretary of the corporation, 'shall! be the official act and deed of the c:orporation.: I further certify that said resolution remains: in full force and effect IN WITNESS WHEREOF, I have hereunto set my hand this 11; day of. 20 CERTIFICATE OF AUTHORITY (IP PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of held on the day of a resolution was duly passed and adopted authorizing (Name) _ as (Title) of the partnership to execute ,agreements on behalf of the partnership and provides, that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains, in .full force and effect. IN WITNESS 'WHEREOF, I have hereunto set. my hand this , day of 20 Partner: Print:: Names and address , : of partners: Name Street Address City State Zip, Miscellaneous Construction Engineering end20 RFC) No, 18-19-012 Inspection Services PROFESSIONAL ,SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement Indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture, If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) business as (dibia) executed and am bound by the terms of the Agreement to which this IN WITNESS WHEREOF, have hereunto set my hand this 20 Signed: Print: NOTARIZATION STATE OF FIDVJ�LCL ) SS: COUNTY OF The foregoing _instrument was acknowledged: iatitc 20 1.61 , by C.; is GiArd_coaD to mor who has produced did not) take an oath, SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC „ Individually and doing (If Applicable) have attestation is attached. day of before me this Z- day of Who issersonaliy known as identification ar—o-7-1 Misoellanoous Construolion Engineering and 21 RIQ N. 18- -012 Inspection SerVICEIS PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase, Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: ■ Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ■ Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. ■ Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. ■ Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. ■ Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. ■ Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services. A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager. Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equipment (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities. All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Proiect Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site - related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collecting data, monitoring, and reporting compliance with Miami - Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Project Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Project Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Injury Document any inspections made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives, and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders. Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Project Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Protect Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2 Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3 Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Engineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: ■ Licensed, registered, and practicing as an engineer with the State of Florida ■ Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification ■ Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience ■ Must be directly employed by the Consultant A2.05.3-2 CEI Project Enqineer/Protect Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final estimates throughout the duration of the construction project. Must have the following: Qualifications: ■ FDOT Advanced TTC Certification ■ CTQP Final Estimates Level I Certification ■ CTQP Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No."18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/ Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) ■ CTQP Final Estimates Level II Certification ■ FDOT Advanced TTC Certification ■ IMSA Traffic Signal Technician Level I Certification Other: ■ Nuclear Radiation Safety ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Final Estimates Level I Certification FDOT Intermediate TTC Certification Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties. If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2Expert 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. A3.02-3Miscellaneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: ■ Laptop computer installed with: ❖ Wireless internet access + Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ❖ Scheduling software capable of reading and modifying MS Project schedules • Email access ■ Color printer (office) 25' Tape measure ■ Smart Level ■ Accessible cellular phone Digital camera (5 Megapixel minimum) ■ Temperature gun/reader ■ 10' straightedge ■ Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD RADISE INTERNATIONAL, LC Geotechnical SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Principal! -in -Charge / Chris Giordano / Vice President Senior Project Engineer/Project Manager (Must be employed by the Consultant)/Mohamed Mabrouk, PE Project Engineer/Project Administrator / Felix Garcia, PE / Hugo DaSilva, PE Senior Inspector / Julio Antonio Roadway Inspector / Jason Kattwinkel Residence Compliance Specialist / Kathy Jeffrey Miscellaneous Construction Engineering and 34 Inspection Services RFO No, 18-19-012 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.htmI Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://archive.miamigov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE BI - WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Engineer/ Project Manager NEGOTIATED HOURLY RATE $180.00* $62.00 ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier A• •lied $179.80 ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier A• •lied $148.80 Project Engineer/ Project Administrator Sr. Inspector $40.00 $33.00** $116.00 $96.00 $79.20 Roadway Inspector $26.00** yse $62.40 Resident Compliance Specialist $23.00 $66.70 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE of FiplA To: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: ATTN: Invoice Date: Month 00, 0000 Page From: ---- Invoice Period: From: To: Month 00, 0000 Month 00, 0000 Contract No.: Contract Title: Project No.: .. _ NOTE; ------- ........._,, .._................._,... .... _.__.._...__-_..___.___,.. .. , _ .t. ._.... Invoices received past 3:00 PM will be stamped with the Next Businessss Date Prepare invoices properly to avoid payment delay. Each Invoice must be signed by a Principal of the firm as designated. Attach appropriate back-up documents to each Invoice. Submit two (2) signed originals. _...._ _..__.. Project Name: - - Purchase Order No.: Work Order No: SERVICE ' '; . ,- CONTRACT AMOUNT % COMPLETE TOTAL EARNED TO DATE PREVIOUSLY INVOICED CURRENT INVOICE AMOUNT Schematic DesignJSD) $ - $ _ $ $ Design Development (DD) $ - $ - 30% Construction Documents (30% CD - - 60% Construction Documents (60% CD) - - - 90% Construction Documents (90% CD) $ $$$ - $ - $ _ 100% Construction Documents (100% CDC Dry Run Permitting _- —_ $ - _.__.,_....�__...._.. .......... - $ _ Bidding or Negotiation Phase - $ • $ - $ _ Construction Administration (CA) $ - $ _ .................... ....._.__ .. _ ... .......... $ . .....__.... .. ._ .........._... ._.__...____......_... $ .........._____..... .... $.......... ___.__...... ... $ __._._... .. _... ..... - $ $ - $ - $ $ - - $ - $ - $ - $ - $ - $ - $ - Reimbursable Expenses $ $ - $ _ $ _ 2, (Title) .. ..-.,_ ', $-"-----__...,----- 3. (Title) $ _ $ _ Additional Services $ - $ - i. (Title) $ - $ $ _ $ 2._fTitie $ - - $ - $ - 3. (Title) $ - $ $ _ $ $ $ $ - $ . _....._. TOTAL: $ - $ • $ $ Prior to this Invoice Remaining Contract Subtotal: $ Balance:I $ Deductions: Total Due : $ _ TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Actiwtion Letter of Phase being Invoiced Supporting Documents for Invoice:• Construction Status Report: (Signature of Principal) Final Payment Documents: Additional Service Authorizations; (Type Name and Title of Principal) AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL:`z DATE . �.. , SIGNATURE -, Y • " Date Received LIP: PROJECT MANAGER CHIEF PROJECT MANAGER Hector Badia Date Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant CONSOR Engineers, LLC TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE B1 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT B4.05 DEDUCTIONS 39 ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Contract Type Miscellaneous Services Consultant CONSOR Engineers, LLC Consultant Office Location 359 Alcazar Avenue, Coral Gables, Florida 33134 City Authorization Section 18-87, City of Miami City Code Agreement Number TH�IS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this)4 day of fl in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corporation (hereinafter called the "City"), and CONSOR ENGINEERS, LLC, a Florida limited liability company (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO Miscellaneous Construction Engineering and 11 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(c7r.MIAMIGOV.COM OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least "A-", in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its particular ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalez(a�miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePereza(�,miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez(cmiamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamson(@,miamigov.com Phone: 305-416-1225 Miscellaneous Construction Engineering and 15 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT For Consultant: Raj Rangaswamy, P.E. President, Construction Services CONSOR Engineers, LLC 359 Alcazar Avenue Coral Gables, Florida 33134 Email: raj@consoreng.com Phone: 954-448-5075 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT (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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Darryl Wright, Project Manager Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Todd B. Hannon, Cit APPROVED AS TO (NSUR',NCE�'" REQUIREMENTS" / / /� // r� Ann Marie Shape, Director Risk Manage 'ent Deeartment CONSOR ENGINEERS, LLC, a Florida Limited Liability Company Si t r Jeannette Harris, Manager Print Name, Title of Authorized Officer or Manager (Corporate Seal) 00 Nit, Notary Public State of Florida Pomerantz Marc Commission GO 183884 \a " expires 08I01/2022 ree,e� CITY OF MIAMI, a municipal corporation of the State of Florida Emili. . onzalez, Ph.D., City Manager APPROVED AS TO LEGAL FORM AND CO"RECTNESS: Vi, oria Mene,ez, City Attorney Miscellaneous Construction Engineering and 19 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of CONSOR Engineers, LLC , a corporation organized and the laws of the State of Florida , held on the 22ndday of March resolution was duly passed and adopted authorizing (Name) Jeannette Harris (Title) Manager of the corporation to execute agreements on corporation and providing that their execution thereof, attested by the secretary of t 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 27 , day of 20 19 . Secretary: Manager/ Print: Jeannette Harris/See attached Amendment Directors of existing under 2019 , a as behalf of the he corporation, September CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of , a partnership organized and the laws of the State of , held on the day of was duly passed and adopted authorizing (Name) Directors of existing under , a resolution as (Title) of the partnership to execute agreements on partnership and provides that their execution thereof, attested by a partner, shall act and deed of the partnership. 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: behalf of the be the official Name Street Address City State Zip Miscellaneous Construction Engineering and Inspection Services 20 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: STATE OF Florida NOTARIZATION SS: COUNTY OF _Broward ) Thg foregoing instrument was acknowledged before De rtember , 20,_, by ec1nne4-e \Lc,tris to me or who has produced 1\1 JL as did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PR NA 40 Notary Public State of Florida 11 Marc Pomeranta •My Commission GG 183864 TRII 15R`'IY P E D No r th me this o/ day of , who is personally lcuaLn, identification and who (did / Miscellaneous Construction Engineering and 21 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: ■ Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ■ Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. ■ Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. ■ Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. ■ Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. ■ Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services. A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager. Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equipment (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities. All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Project Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintainingsite- related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collecting data, monitoring, and reporting compliance with Miami - Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Project Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Project Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Iniury Document any inspections made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives, and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders, Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Project Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2 Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Engineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: Licensed, registered, and practicing as an engineer with the State of Florida Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience ■ Must be directly employed by the Consultant A2.05.3-2 CEI Project Engineer/Project Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final estimates throughout the duration of the construction project. Must have the following: Qualifications: ■ FDOT Advanced TTC Certification ■ CTQP Final Estimates Level I Certification ■ CTQP Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) ■ CTQP Final Estimates Level II Certification ■ FDOT Advanced TTC Certification ■ IMSA Traffic Signal Technician Level I Certification Other: ■ Nuclear Radiation Safety ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Final Estimates Level I Certification ■ FDOT Intermediate TTC Certification ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties. If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2Expert 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. A3.02-3 M iscellaneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant`s agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's Internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: Laptop computer installed with: ❖ Wireless internet access 4. Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT •• Scheduling software capable of reading and modifying MS Project schedules 4. Email access • Color printer (office) • 25' Tape measure ■ Smart Level ■ Accessible cellular phone ■ Digital camera (5 Megapixel minimum) • Temperature gun/reader ■ 10' straightedge ■ Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Castillo Engineering, Inc. CEI Services Solid Consulting Engineers, Inc. Terracon Consultants, Inc. CEI Services Material Testing Services SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Principal -in -Charge Senior Project Engineer/Project Manager (Must be employed by the Consultant) Project Engineer/Project Administrator Senior Inspector Roadway Inspector Residence Compliance Specialist Miscellaneous Construction Engineering and 34 Inspection Services RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e,g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 Projector 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.html Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://archive.miamiqov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE B1 o WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Engineer/ Project Manager Project Engineer/ Project Administrator Sr. Inspector Roadway Inspector Resident Compliance Specialist HOURLY RATE $180.00* $62.00 $40.00 $33.00** $26.00** $23.00 ADJUSTED AVERAGE NEGOTIATED HOURLY RATE (2.9 Home Multiplier A. • lied $66.70 ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier A. •lied $148.80 $96.00 $79.20 $62.40 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE € # d F ups "` �'`i k 5�'� t•K 1'$ �JTOF ,� Q�FIC� OF C��� o ( � } To: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: ATTN: Invoice Date: Month 00, 0000 Page: .__From:_,_,___, .._...__.__ ----- Invoice Period: From: To: _.... ....___ .._._.... ......_. _.__... ... Month 00, 0000 Month 00, 0000 Contract No.: Contract Title: .................. Project No.: NOTE; NO -------- ...._..___. ...................._.. _........__ __..__...._.._...._,. -.. Invoices received pact 3:00 PM will bo stamped with the Next Business oes Date Prepare invoices to avoid delay. ... _.... Project Name: _... property payment Each invoice must he signed by a Principal of the firm as designated. Purchase Order No.: Attach appropriate back-up documents to each Invoice. Submit two f2) signed originals. Work Order No: SERVICE - ._ CONTRACT AMOUNT % COMPLETE TOTAL EARNED TO DATE PREVIOUSLY INVOICED CURRENT. INVOICE AMOUNT Schematic Design (SD) - $ - $ _ $ Design Development (DD) $ - $- 30% Construction Documents (30% CD)- 60% Construction Documents (60% CD) $ $ - $ - $ - 90% Construction Documents (90% CD) $ 100% Construction Documents (100% CD) DryRunPermitting $ - � - __,....___...... ... '._,.,._ -$------_. $ _. $ - $_...,..__..____ Bidding or Negotiation Phase - $ - I- - 1 - Construction Administration (CA) J - $ - $ ..$ $ - $ - $ - $ $ - $ - $ $ - $ - $ Reimbursable Expenses $ - $ $ $ . 2. (Title) $ .._.. - $ - $ .._,. 3. (Tide $ - ...� $ _ $ _ $ $ $ - $ - $ Additional Services $ - $ _ $ _ $ - 1. (Title) $ - $ _ $ $ _ 2..jTitie) $ - $ - $ $ - 3. (Title) $ - $ _ $ _ $ - $ $ - $ - $ ..__._..._. TOTAL: $ - $ $ - $ Prior to this Invoice Remaining Contract Subtotal: $ Balancer $ - f Deductions: Total Due : $ - TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Activation Letter of Phase being Invoiced Supporting Documents for Invoice: Construction Status Report: (Signature of Principal) Final Payment Documents: Additional Service Authorizations: (Type Name and Title of Principal) AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL:=,- DATE �' ,=sIGNATURE r >s , _ Date Received CIP:. PROJECT MANAGER CHIEF PROJECT MANAGER Hector Badia Date Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant EAC Consulting, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE B1 METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT B4.05 DEDUCTIONS 39 ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Contract Type Miscellaneous Services Consultant EAC Consulting, Inc. Consultant Office Location 5959 Blue Lagoon Drive, Suite 410, Miami, Florida 33126 City Authorization Section 18-87, City of Miami City Code Agreement Number THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this.-i day of in the year 20? by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corpo-►`ation (hereinafter called the "City"), and EAC CONSULTING, INC., a Florida corporation (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement, Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SEE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO Miscellaneous Construction Engineering and 11 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDSRMIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, unless it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least "A-", in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 201011/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its particular ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalez(cr)miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerezmiamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendeznmiamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamsonAmiamigov.com Phone: 305-416-1225 Miscellaneous Construction Engineering and 15 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT For Consultant: Christopher Bucknor, P.E. Senior Vice President EAC Consulting, Inc. 5959 Blue Lagoon Drive, Suite 410 Miami, Florida 33126 Email: cbucknor@eacconsult.com Phone: 305-265-5400 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all,Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT (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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: EAC CONSULTING, INC., a Florida Corporation Signature Jenner Alfaro, PE; Senior Project Manager Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: a _a- - Todd B. Hannon, APPROVED REQUIREM Ann Marie Sha pe, D rector Risk Manage ent D-partment Miscellaneous Construction Engineering and 19 Inspection Services Christopher Bucknor, PE; Senior VP Print Name, Title of Authorized Officer or Manager (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida Emilio T. Gonzalez, Ph.D., City Manager APP C VED AS T RRECTNES Victo LEGAL FORM AND , City Attorney 2.0-12. -2= RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of EAC Consulting, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the,® day of N4(e le- , 2, a resolution was duly Rassed and adopted authorizing (Name)° tht ij r ease. tAc%nlct _ as (Title) 56"Nio.li'k? rAksami- of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. ,,�� IN WITNESS WHEREOF, I have hereunto set my hand this ? A , day of C67(164:-_, 20 /7 Secretary: Print: Marie Chong 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 partnership and provides that their execution thereof, attested by a partner, shall 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 behalf of the be the official Zip Miscellaneous Construction Engineering and 20 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 . Signed: Print: NOTARIZATION STATE OF110[C 3,_, ) SS: COUNTY OF%,ILANi212.1,c The foregoing instrument was acknowledged before me this �7't day of Oe«why\ , 20(C1 , by �i (JY� if CV.' , who is personally known to me or who has produced as identification and—v-vTiMid7 did not) take an oath. SIGNATtJ'RE OF NOTARY PUBLIC STATE OF><ELORID ,IVONNE E. PINEDA •Plt^nU� Notary Public - Soto of Florida Commission • FF 947043 n$* com„ 2.972 T ` PRINTEDINPechauiKl NotaryAssn.' NAME OF NOTAIW71513 Miscellaneous Construction Engineering and 21 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ■ Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. ■ Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. ■ Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. ■ Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. ■ Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services.' A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager. Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and .responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equiprnent (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities. All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Project Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the. applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FOOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site - related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor paymentand to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collecting data, monitoring, and reporting compliance with Miami - Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Project Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Project Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Iniur' Document any inspections rnade of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives, and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders. Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work riot recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Project Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager,Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right town adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2 Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3 Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Enqineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: ■ Licensed, registered, and practicing as an engineer with the State of Florida ■ Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification ■ Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience ■ Must be directly employed by the Consultant A2.05.3-2 CEI Project Engineer/Project Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final estimates throughout the duration of the construction project. Must have the following: Qualifications: ■ FDOT Advanced TTC Certification ■ CTQP Final Estimates Level I Certification ■ CTQP Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/ Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) CTQP Final Estimates Level II Certification FDOT Advanced TTC Certification IMSA Traffic Signal Technician Level I Certification Other: Nuclear Radiation Safety Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Final Estimates Level I Certification ■ FDOT Intermediate TTC Certification ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties, If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2Expert 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. A3.02-3Miscellaneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: ■ Laptop computer installed with: ❖ Wireless internet access d• Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 4. Scheduling software capable of reading and modifying MS Project schedules d• Email access ■ Color printer (office) 25' Tape measure Smart Level Accessible cellular phone Digital camera (5 Megapixel minimum) Temperature gun/reader 10' straightedge Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD F&J Engineering Group, Inc. Professional Engineering Terracon Consultants, Inc. Professional Engineering/ Geotechnical Engineering Nova Consulting, Inc. Professional Engineering More Compliance Results, Inc. Principal -in -Charge Compliance Services SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Senior Project Engineer/Project Manager (Must be employed by the Consultant) Project Engineer/Project Administrator Senior Inspector Roadway Inspector Residence Compliance Specialist Miscellaneous Construction Engineering and 34 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendmentto the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. 83.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.html Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY- Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the 0C1 website at http://archive.miamiqov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Engineer/ Project Manager NEGOTIATED HOURLY RATE $180.00* $62.00 ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier A. • lied $179.80 ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier A• •lied $148.80 Project Engineer/ Project Administrator Sr. Inspector Roadway Inspector Resident Compliance Specialist $40.00 $33.00** $26.00** $23.00 $116.00 $66.70 $96.00 $79.20 $62.40 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. f THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE To: ATTN: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: Invoice Date: Month 00, 0000 .._..Page From ..... ...... ......_ ........... ..............._. _._.._. . ....... .._........... ............. ..._._ __......... ......._..._...... ............. ........ ...........__._ . _...._ _....._. .....__...._ .............. 'From• ___...__.. ...: Invoice Period. From: To: ..._._..._......_._ Month 00, 0000 Month 00, 0000 Contract No.: Contract Title: ........._.. _ .......... _..___-........... Project No.: _',._..__...._ NOTE;. ...................... ......_.._. Id ..-.. ...t_ ........____...._ nvoices receivedpart 3;00 PM will ha stamped with the Next Business Date Invoices properly to avoid payment delay. .- .. .._ ...i....... Project Name: Purchase Order No.: '.. Work Order No: SERVICE {-r . z_ .:. .. . - CONTRACT AMOUNT ` - -: - . .. ,%COMPLETE TOTAL EARNED .TO DATE PREVIOUSLY INVOICED - CURRENT INVOICE AMOUNT Schematic Design (SD) - - $ - $ - $ - Design Development (DD) $ - $ 30% Construction Documents (30% CD) $ $ 60% Construction Documents (60% CD) $ - $$ $ - 90% Construction Documents (90% CD) 100% Construction D Documents C100% C_) ....__.. .. D g Run Permitting $�T - --'" $ - ' ----""'- Bidding or Negotiation Phase - - $ - Construction Administration (CA) $ $ $ _ - $ $ _ $ - $ $ $ - $ - Reimbursable Expenses $ - ... __$tilitle) $ $ - 3. (Title) $ - .$ $ - $ $ _ $ $ $ $ Additional Services $ - $ $ $ _ 1. (Title) $ _ $ $ - $ - 2. /Title) $ - $ - $ $ _ 3. (Title) $ - $ $ _ $ _ $ - $ - $ - $ TOTAL: $ - $ - $ - $ - Prior to this Invoice Remaining Contract Subtotal: $ - _ Balance: $ - I Deductions: Total Due : $ - TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Actiwtion Leiter of Phase being Invoiced Supporting Documents for Invoice: Construction Status Report: (Signature of Principal) Final Payment Documents: Additional Service Authorizations: (Type Name and Title of Principal) AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL: %DATE . '?' . ' _` �.� ' SIGNATURE ,, z Date Received CIP: PROJECT MANAGER CHIEF PROJECT MANAGER Hector Sadie Date Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant Pinnacle Consulting Enterprises, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 12 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 14 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 10.09 PRIORITY OF PROVISIONS 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE BI METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 B4.05 DEDUCTIONS 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Miscellaneous Services Pinnacle Consulting Enterprises, Inc. 6 Palermo Avenue, Coral Gables, Florida 33134 Section 18-87, City of Miami City Code 18-19-012/6 THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this day of 1`1 1Uir"G1 in the year 2 OL.0 by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corporation (hereinafter called the "City"), and PINNACLE CONSULTING ENTERPRISES, INC., a Florida corporation (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with enough detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61 G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS aAMIAMIGOV.COM, Miscellaneous Construction Engineering and 11 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, unless it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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 and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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-" in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalez(a,miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez(amiamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez(a�miamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamson(amiamigov.com Phone: 305-416-1225 For Consultant: Roland Rodriguez, P.E. Vice President Pinnacle Consulting Enterprises, Inc. 6 Palermo Avenue Coral Gables, Florida 33134 Email: rrodriquez(cr�pinnaclecei.com Phone: 305-345-0696 Miscellaneous Construction Engineering and 15 Inspection Services RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole, and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination based on disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A a SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase: Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT • Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. • Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. • Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. • Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. • Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services.., A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager. Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equipment (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities. All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and "process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Protect Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site - related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18•-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collectingdata, monitoring, and reporting compliance with Miam Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Project Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Project Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Injury Document any inspections made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order, Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives,. and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders. Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Project Closeout Receive and review Contractor's required substantial completion submittal and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2 Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Engineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: Licensed, registered, and practicing as an engineer with the State of Florida Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: • Attend CTQP Quality Control Manager Course and pass the examination. ■ A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience ■ Must be directly employed by the Consultant A2.05.3-2 CEI Project Engineer/Project Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final .estimates throughout the duration of the construction project. Must have the following: Qualifications: ■ FDOT Advanced TTC Certification CTQP Final Estimates Level I Certification ■ CTQP Final Estimates Level II Certification Other: ■ Attend CTQP Quality Control Manager Course and pass the examination. • A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/ Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) CTQP Final Estimates Level II Certification FDOT Advanced TTC Certification IMSA Traffic Signal Technician Level I Certification ■ Other: ■ ■ Nuclear Radiation Safety Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP ■ CTQP ■ CTQP ■ CTQP ■ CTQP ■ FDOT Concrete Field Inspector Level I Certification Asphalt Paving Level I Certification Earthwork Construction Inspection Level I Certification Earthwork Construction Inspection Level II Certification Final Estimates Level I Certification Intermediate TTC Certification ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties. If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2 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. A3.02-3 Miscellaneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: ■ Laptop computer installed with: • Wireless internet access • Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18..19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ❖ Scheduling software capable of reading and modifying MS Project schedules ❖ Email access Color printer (office) ■ 25' Tape measure ■ Smart Level ■ Accessible cellular phone ■ Digital camera (5 Megapixel minimum) ■ Temperature gun/reader ■ 10' straightedge ■ Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK r Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Terracon Consulting Engineering, Inc. Material Testing and Engineering Inspection Nova Consulting, Inc. Highway Design, Traffic Design, Engineering Inspection SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Principal -in -Charge Arturo Perez Senior Project Engineer/Project Manager (Must be employed by the Consultant) Roland Rodriguez Project Engineer/Project Administrator Yaroslav Concepcion Senior Inspector Hector Aguilar Roadway Inspector Calarca Yepes Residence Compliance Specialist Margarita Rodriguez Miscellaneous Construction Engineering and 34 Inspection Services RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FORADDITIVEor DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.htmI Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://archive.miamigov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees:. All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal $180.00* Sr. Project Engineer/ Project Manager $62.00 $179.80 Project Engineer/ Project Administrator $40.00 $116.00 Sr. Inspector $33.00** Roadway Inspector $26.00** Resident Compliance Specialist $23.00 $66.70 $148.80 $96.00 $79.20 $62.40 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Additional Services 2. (Title) 3. (Title) --... ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE TOTAL: $ Prlorto this Invoice Remaining Contract Balance: $ TO BE COMPLETED BY CONSULTANT FIRM Subtotal: $ Deductions: Total Due: $ CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: (Signature of Piincipal) (Type Name and Title of Principal) CITY OF MIAMI APPROVAL: 0 PROJECT MANAGER HIEF PROJECT MANAGER Hector Badia ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Activation Letter of Phase being Invoiced: Supporting Documents for Invoice: Construction Status Report Final Payment Documents: Additional SeMce Authorizations: AREA TO BE COMPLETED BY CITY OF MIAMI IGNATURE `:f, Date Received CIP: Date Received for Payment Processing (Budget Department): Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: PINNACL ENTER Corpor Signature Sig i ture Margarita Rodriguez - Corporate Admin. Asst. Roland Rodriguez - Vice -President Print Name, Title Print Name, Title of Authorized Officer or Manager ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: Ann Marie Sharpe, Dire r Risk Management Depa meat CITY OF MIAMI, a municipal corporation of the State of Florida APPROVED AS TO LEGAL FORM AND CORRECTNESS: Vi 'oria Mend',-z, City Attorney 20 Z.32. ) Miscellaneous Construction Engineering and 19 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Pinnacle Consulting Enterprises, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the 7thday of January , 2011 , a resolution was duly passed and adopted authorizing (Name) Roland Rodriguez as (Title) Vice -President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 10th, day of January 20 20 Digitally signed by Arturo Arturo PerezPereZ Date: 2020.01.10 07:56:16 Secretary: -05,00' Print: Arturo Perez CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of a partnership organized and existing under the laws of the State of , held on the _day of , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Construction Engineering and Inspection Services 20 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF 4-1 0 r i SS: COUNTY OF ' f I M') The foregoing instrument was acknowledged before me this ,o°�"&' day nto-r, , 20 2-U , by who is persona ITy known (to me or who has produced as identi'cation and who (did did -not) take an oath. SIGNA RE OF NOTARY PUBLIC STATE F FLORIDA PRINTED STAMPED OR TYPE NAME OF NOTARY PUBLIC of Miscellaneous Construction Engineering and 21 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services Contract Type Miscellaneous Services Consultant R.J. Behar & Company, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO EXTEND 7 2.03 SCOPE OF SERVICES 7 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEG ATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 3.05 STANDARD OF CARE 8 8 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 9 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 10 7.01 OWNERSHIP OF DOCUMENTS 10 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.08 JOINT PREPARATION 16 Miscellaneous Construction Engineering and 1 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS 16 10.10 MEDIATION - WAIVER OF JURY TRIAL 16 10.11 TIME 16 10.12 COMPLIANCE WITH LAWS 16 10.13 NO PARTNERSHIP 17 10.14 DISCRETION OF DIRECTOR 17 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 18 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 ATTACHMENT A - SCOPE OF WORK 22 ARTICLE Al GENERAL 22 A1.01 SCOPE OF SERVICES 22 A1.02 WORK ORDERS 22 A1.03 PAYMENTS 22 ARTICLE A2 OVERVIEW OF CEI SERVICES 22 A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES 23 A2.02 COORDINATION 23 A2.03 GENERAL REQUIREMENTS 23 A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES 23 A2.05 PERSONNEL 28 A2.06 STAFFING 30 A2.07 TIME FRAMES FOR COMPLETION 31 ARTICLE A3 ADDITIONAL SERVICES 31 A3.01 GENERAL 31 A3.02 EXAMPLES 31 ARTICLE A4 REIMBURSABLE EXPENSES 31 A4.01 GENERAL 31 A4.02 SUBCONSULTANT REIMBURSEMENTS 32 ARTICLE A5 CITY'S RESPONSIBILITIES 32 A5.01 PROJECT AND SITE INFORMATION 32 ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT 32 A6.01 GENERAL 32 ATTACHMENT A 34 SCHEDULE Al - SUBCONSULTANTS 34 SCHEDULE A2 - KEY STAFF 34 ATTACHMENT B - COMPENSATION AND PAYMENTS 35 ARTICLE Bl METHOD OF COMPENSATION 35 B1.01 COMPENSATION LIMITS 35 B1.02 CONSULTANT NOT TO EXCEED 35 ARTICLE B2 WAGE RATES 35 B2.01 FEE BASIS 35 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 35 B2.03 MULTIPLIER 35 B2.04 CALCULATION 35 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 36 B2.06 ESCALATION 36 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 36 B3.01 LUMP SUM 36 B3.02 HOURLY RATE FEES 36 B3.03 PERCENTAGE OF CONSTRUCTION COSTS 37 B3.04 REIMBURSABLE EXPENSES 37 B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 37 B3.06 FEES FOR ADDITIONAL SERVICES 37 B3.07 PAYMENT EXCLUSIONS 38 B3.08 FEES RESULTING FROM PROJECT SUSPENSION 38 ARTICLE B4 PAYMENTS TO THE CONSULTANT 38 B4.01 PAYMENTS GENERALLY 38 B4.02 FOR COMPREHENSIVE BASIC SERVICES 38 B4.03 BILLING - HOURLY RATE 38 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 39 Miscellaneous Construction Engineering and 2 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT B4.05 DEDUCTIONS 39 ARTICLE B5 REIMBURSABLE EXPENSES 39 B5.01 GENERAL 39 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 39 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 39 B6.01 GENERAL 39 SCHEDULE B1 — WAGE RATES SUMMARY 40 SCHEDULE B2 — CONSULTANT INVOICE 41 Miscellaneous Construction Engineering and 3 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Construction Engineering and Inspection Services (RFQ No. 18-19-012) Contract Type Miscellaneous Services Consultant R.J. Behar & Company, Inc. Consultant Office Location 7850 NW 146th Street, Suite 504, Miami Lakes, Florida 33016 City Authorization Section 18-87, City of Miami City Code Agreement Number --((fi(e) THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made thisc day of 040in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, a Florida municipal corporation (hereinafter called the "City"), and R.J. BEHAR & COMPANY, INC., a Florida corporation (hereinafter called the "Consultant"). RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 18-19-012 on March 1, 2019, for the provision of Miscellaneous Construction Engineering and Inspection 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, Addenda, and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA," and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Construction Engineering and 4 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. See Cross Reference to 1.05 above. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein ("OCI") who has the authority and responsibility for managing the specific Project or Projects covered under this Agreement. Unless otherwise expressly specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, or which contain material mistakes or omissions, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design or similar professional deficiencies in the plans, specifications, diagrams, maps or other documents or data prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. Miscellaneous Construction Engineering and 5 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, landscape architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ, or the RFQ, and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or registered surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87(p). 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties that have entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. Miscellaneous Construction Engineering and 6 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to extend this Agreement automatically for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The City, by action of the City Manager, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to approve said extensions administratively, provided that the compensation limits set forth in Article 2.05, Compensation, are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms shall adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://www.miamidade.gov/smallbusiness/certification-programs.asp. Failure to adhere to these requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the Agreement to be canceled. 2.05 COMPENSATION 2.05-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed/guaranteed maximum fee, based on the rates and schedules established in Attachment B, Compensation and Payments, attached hereto, which 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 or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Miscellaneous Construction Engineering and 7 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts. The Compensation Limits, as may be amended from time to time, shall serve as the Guaranteed Maximum Price/Guaranteed Maximum Cost ("GMP"). 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, the Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218,72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEG ATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform, 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or the Director's designee and to complete each assignment, task, or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61 G1 and Chapter 471 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, Miscellaneous Construction Engineering and 8 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant, is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al - Subconsultants. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely and solely under its direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al - Subconsultants without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or becomes indebted to the City for any moneys which are fixed and unpaid, or fails to perform any of its obligations hereunder, or is debarred or its equivalent pursuant to Florida Statute Section 287.133, or is convicted of a "Public Entity Crime" as defined therein, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance, or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Construction Engineering and 9 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business 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 — Compensation and Payments, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to deliver the documentation timely 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, damages or claims, from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any Miscellaneous Construction Engineering and 10 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the contractor transfers all public records to the City upon completion of the contract, the contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the contractor keeps and maintains public records upon completion of the contract, the contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO Miscellaneous Construction Engineering and Inspection Services 11 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS(a)MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FLOOR, MIAMI, FLORIDA 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend (at its own cost and expense) the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the services provided, even if it is alleged that the City, its officials and/or employees were negligent. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through administrative, regulatory, trial, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's sole option, against any and all claims of liability and all suits and actions of every name and description which may be brought against the City, in connection with services provided by the Consultant or persons employed or utilized by Consultant. This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant agreements to include a provision that they shall 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. Miscellaneous Construction Engineering and 12 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least "A-", in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance ("COI") to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The COI shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimum combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 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 two (2) years after completion of the construction and acceptance of any Project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 per occurrence. 9.03-5 Umbrella Liability The Consultant shall maintain umbrella liability with limits of $2,000,000.00 per occurrence, $2,000,000.00 policy aggregate listing the City as an additional insured. The coverage shall be excess follow form over all applicable liability policies contained herein. Miscellaneous Construction Engineering and 13 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) prior to any such cancellation or material change. The Company must be rated no less than A- as to Management and no less than "Class V" as to Financial Strength by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick New Jersey, or its equivalent. All policies or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 9.03-6 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultants accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code, are applicable to this Agreement, and are deemed as being incorporated by reference herein as supplemental terms. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS These services are unique in nature and the Consultant was selected based on its particular ability to meet the requirements of this competitive solicitation. 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, or any other transfer of performance of the Agreement without City Commission approval, shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and Miscellaneous Construction Engineering and 14 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT any addition thereto will be adjusted to exclude any significant sums by which the City determines the Project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Emilio T. Gonzalez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalez(c�miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez(a)miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney City of Miami 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendezRmiamigov.com Phone: 305-416-1832 With Copies to: Steven C. Williamson Director Office of Capital Improvements City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: SWilliamson c(D,miamigov.com Phone: 305-416-1225 Miscellaneous Construction Engineering and 15 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT For Consultant: Robert J. Behar, P.E. President/CEO R.J. Behar & Company, Inc. 7850 NW 146th Street Miami Lakes, Florida 33016 Email: bbehar@rjbehar.com Phone: 954-680-7771 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all of the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 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 regardless of the outcome. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the Project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12- COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. Miscellaneous Construction Engineering and 16 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including Project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and 11 of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to ensure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner: The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or Miscellaneous Construction Engineering and 17 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT (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. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in programs or regulations, upon thirty (30) calendar days' written notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the Project(s), no additional terms or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 18 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive Construction Engineering and Inspection Services ("CEI Services") on an as needed basis to the City of Miami ("City"), for miscellaneous construction projects. Consultant shall provide professional CEI Services for either horizontal and vertical construction project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional CEI Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code, the City's Code of Ordinances, and the City's Construction Engineering Inspection Reference Manual, March 2005, edition, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project(s). Consultant shall furnish comprehensive professional CEI Services for either horizontal or vertical construction project(s) including, but not limited to, those described in Article A2, Overview of CEI Services. A1.02 WORK ORDERS When OCI has determined that a specific phase of a 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 define the Scope of Services further and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed ("NTP") after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP, and/or Purchase Order. ARTICLE A2 OVERVIEW OF CEI SERVICES Consultant agrees to provide comprehensive CEI Services as set forth in the Agreement, enumerated hereinafter, in accordance with the Florida Building Code, latest edition, City of Miami Public Works Specifications and Design Standards, Miami -Dade County Standards, Division II and III of the FDOT Standard Specifications for Road and Bridge Construction, dated 2018 (including all current supplemental specifications), all federal, state, county and City laws, codes, and ordinances, and all other requirements set forth in this Agreement. Consultant shall maintain an adequate staff of qualified personnel on the Project(s) at all times to ensure its performance as specified in this Agreement. Consultant agrees to the management of compliance and reporting requirements of federally funded projects. This includes, but is not limited to: Educating contractor and ensuring contractor compliance with FDOT requirements, Equal Employment Opportunity (EEO) requirements, Community Small Business Enterprise (CSBE) requirements, Davis -Bacon requirements, On the Job Training (OJT) requirements, and American Recovery and Reinvestment Act ("ARRA") reporting requirements (See Exhibit A). Miscellaneous Construction Engineering and 22 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ■ Gathering and managing submission of all required reports to various agencies as required by ARRA, other federal requirements, and FDOT requirements. ■ Creating reimbursement requests for federal reimbursement, including all required reports and forms per FDOT and federal requirements. ■ Scheduling and supervising pre -construction meetings, OJT Post and Pre -Construction Training Evaluation Meetings, EEO meetings, and any other ARRA, federal, or FDOT required meetings for all applicable projects. ■ Performing required Labor/EEO Compliance Interviews and OJT Trainee Interviews as required. ■ Managing reports, data, and monitoring City compliance to CSBE requirements and Local Workforce Requirements compliance. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all activities included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its activities, reports, interpretations, and specifications included in the Services. A2.01 CONSTRUCTION ENGINEERING AND INSPECTION DUTIES The Consultant shall be fully responsible for carrying out all functions necessary to provide CEI Services on Projects. The Consultant will be the City's representative during the construction phase of Projects and all communications to the Contractor will be given through the Consultant. The Consultant shall immediately advise the Project Manager of any omissions, substitutions, defects, and deficiencies noted in the work of the Contractor and the corrective action needed to be taken and/or taken. A2.02 COORDINATION The Consultant shall coordinate all activities, correspondence, reports, and other communication related to the Services with the Project Manager, Upon request, this information shall be made available to the Construction Manager. All activities and decisions of the Consultant relating to the Projects shall be subject to review by the Construction Manager. A2.03 GENERAL REQUIREMENTS General requirements and responsibilities of the Consultant are provided in Article Al — General. Requirements and activities to be undertaken by Consultant shall be as detailed in each Work Order Proposal accepted and pursuant to terms and conditions of this Agreement. The City may direct the Contractor to utilize a Contractor Quality Control program as defined in FDOT's Standard Specifications. The Consultant shall provide verification testing and inspection for all assigned Projects unless otherwise directed. A2.04 CONSTRUCTION ENGINEERING AND INSPECTION SERVICES The Consultant shall perform all services necessary to coordinate properly the activities of all parties involved in completing the Project. These include, but are not limited to, providing all necessary vehicles, equipment (including field testing equipment) , and personnel to perform the CEI Services (proof of licenses will be required for testing equipment and only licensed personnel will be operating the testing equipment); maintaining complete and accurate daily records of all activities and events relating to the Project; providing verification of quality control tests or independent quality assurance as requested by the Construction Manager; properly documenting all significant Project changes; checking for errors and omissions; interpreting plans, specifications, and contractual provisions and requirements; assisting in and making recommendations regarding claims and dispute resolutions; providing public information services; managing pre -construction and construction progress meetings; preparing and disseminating meeting minutes; and maintaining an adequate level of surveillance of Contractor activities, All documentation will Miscellaneous Construction Engineering and 23 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT comply with standard City procedures, formats, and content. The Consultant shall obtain the Construction Manager's approval for all procedures and processes. Services include, but are not limited to, the following: Meetings Schedule and attend, within ten (10) calendar days after the Notice to Proceed, a pre -construction meeting for the Project in accordance with City procedures. The Consultant shall provide appropriate staff to attend and participate in the pre -construction meeting. The Consultant shall record a complete and concise record of the pre -construction meeting and distribute copies of the meeting minutes to all participants and other required parties within five (5) calendar days of the pre -construction meeting. Contractor Monitoring Monitor Contractor's work and assure that the Contractor is conducting inspections, preparing reports, and monitoring all stormwater pollution prevention measures associated with the Project. For each Project that requires the use of the National Pollutant Discharge Elimination System ("NPDES") General Permit, provide at least one staff person who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors." The Consultant's inspector will be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Stormwater Discharges from Construction Sites" and guidelines developed by the City. Problem Resolution Analyze problems that arise on a Project and proposals submitted by the Contractor, prepare and submit recommendations to the Construction Manager, and process the necessary paperwork. Payment Review Produce reports, verify quantity calculations, and field measure for payment purposes as required. Traffic Control Responsible for review of Work Zone traffic control plan design, implementation, and inspection of maintenance of traffic schemes and devices in work zones to assure they are in accordance with the City's requirements. Public Information Provide public information services as required to support the City and assist in managing inquiries from the public, public officials, and the news media. Prepare fact sheets for internal distribution as requested. The Construction Project Manager shall approve all notices, newsletters, brochures, responses to news media, etc., prior to release. Resident Complaints' Receive, log, and coordinate responses to resident questions and/or complaints. Responses to resident questions and/or complaints are required to be provided to the resident within seven (7) calendar days. Prepare and issue response letters as required. Project Journal Maintain both a detailed electronic and hard copy diary with accurate records of the Contractor's operations, quantities, testing data, and significant events that affect the work. Submit daily construction reports to the Construction Manager on a weekly basis, and provide electronic copies on a monthly basis. A2.04.1 Verification Sampling and Testing The Consultant may be required to perform sampling and testing in accordance with the requirements defined in the applicable Project specifications and applicable industry standards, such as the American Society for Testing and Materials, Underwriter Laboratories, and Verification Sampling and Testing as defined in the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications for Road and Bridge Construction and FDOT's Construction Project Administration Manual (CPAM). Miscellaneous Construction Engineering and 24 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Plant Inspection & Material Sampling The Consultant and/or the Consultant's lab may be required to perform plant inspection and sampling of materials and components at remote locations (from the vicinity of the Project) in accordance with the applicable requirements. Job Control Samples The Consultant shall be specifically responsible for job control samples determining the acceptability of all materials and completed work items based on either test results or verification of a certification, certified mill analysis, FDOT label, FDOT stamp, etc. Sample Transport The Consultant shall be responsible for transporting samples, cylinders, beams, etc. to an approved laboratory for testing. The laboratory shall not be the same laboratory the contractor is using for their acceptance testing. Documentation Documentation reports on sampling and testing shall be submitted to responsible parties during the same week that the construction work is done. The Consultant will supply verification testing information and data to the Construction Manager within 48 hours of the test taking place. A2.04.2Verification Inspection Services The Consultant shall monitor the Contractor's on -site construction activities and inspect materials as required to assure that the work is completed in reasonable conformity with the plans, specifications, and other Construction Contract provisions. Unless otherwise directed by City, all verification inspections shall be in accordance with the requirements of the latest versions of the Florida Department of Transportation (FDOT) Standard Specifications and FDOT's Construction Project Administration Manual (CPAM). The Consultant shall observe, record, and report the Contractor's work progress to determine that the Work is in general conformance with the requirements of the Contract Documents. This shall include, without limitation, documenting activities observed and making note of deficiencies and issues requiring resolution; noting construction deficiencies and punch list items; making photograph or video records of construction as deemed necessary, and labeling and logging photos and videotapes. Site Conditions Review Review site conditions during construction to determine that the Contractor is maintaining site - related items in accordance with the Contract Documents. Document any deficiencies and notify the Contractor and the Construction Manager. Soils Testing Coordinate the inspection of backfill compaction and performance of all required testing. Monitor reports of compaction densities for trench backfill, and general site backfill to ascertain that minimum specified densities are achieved. Review all test results submitted to verify compliance with specified requirements and maintain a Project log. Verify that areas of failing compaction are corrected to specified criteria. Concrete Testing Coordinate and perform sampling and testing of concrete and monitor concrete test reports to ascertain specified strengths are achieved. Follow up non -passing tests and evaluate to determine structural implications for the affected construction. Stored Material/Equipment Review Review stored materials and/or equipment for quantity and quality verification for Contractor payment and to verify that equipment and/or materials are adequately protected until installed. Coordinate with Contractor to facilitate review of major items prior to unloading and storage. Regularly review Contractor's storage areas to determine compliance with the Contract Documents. Notify the Contractor of any damaged or improperly stored materials. Adjust payments properly for damaged or improperly stored equipment. Miscellaneous Construction Engineering and 25 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT A2.04.3 Contract Management Small Business Development Requirements Consultant will be responsible for collecting data, monitoring, and reporting compliance with Miami - Dade County's contract measure recommendation(s) established by the Department of Small Business Development for the participation of specified business entities and/or trades. Consultant shall also be responsible for monitoring and reporting compliance with the Community Small Business Enterprise requirements, as administered by the Miami -Dade County Department of Small Business Development. This includes, but is not limited to, educating the contractor and ensuring contractor compliance with the City of Miami and/or Miami -Dade county's contract requirements. Project Meetings Administer weekly Project meetings with appropriate team members in attendance. Prepare and distribute meeting minutes to attendees. Note changes and/or corrections and insure all attendees approve minutes at subsequent weekly meetings. Project Photo and Video Documentation Utilize Project video and still photo camera equipment to document construction, video meetings, and record operation and maintenance training session. Develop and maintain a log to enable easy retrieval of visual information. Coordinate taping of operator training sessions, major meetings, and major construction events. Record Drawing Review Throughout the course of the Project, review as -recorded drawings to verify the Contract Drawings are noted to reflect actual construction. Review monthly status of as -recorded drawings and verify for monthly pay applications. Refer to Field Order and Change Proposal Request ("CPR") logs to identify areas of construction revision. Notify Contractor in a timely fashion of deficiencies noted. Provide follow up to verify Contractor brings as -recorded drawing status up-to-date. Develop a Progressive List of Items Requiring Correction Develop and provide to Contractor an on -going list of items requiring correction to encourage the timely correction of noted construction deficiencies. Monitor construction throughout the Project duration and identify deficient items. Provide Contractor with an updated list at monthly construction meetings. As deficiencies are corrected, revise the list by deleting corrected items. Distribute the list updates to authorized parties. Manufacturer's O&M Training Review Review the quantity and quality of specified manufacture's training and associated O&M manuals. Review Contract Documents with the Contractor to establish which equipment requires training and the number of hours required. Review manufacturer's training outlines and materials for completeness. Observe training sessions to verify both field and classroom training is provided. Collect and log operator equipment training certification forms. Notification of Accident Damage/Injury Document any inspections made of property damage or personal injury accidents on site and provide a written report to the Construction Project Manager. Require lost -time accident reports at construction meetings. Contract Interpretations and Modifications Receive, log, and coordinate reviews and responses to Contractor's Requests for Information/Interpretations (RFI's). Responses to RFI's are required to be provided to the Contractor within seven (7) calendar days. Prepare and issue response letters, field orders/directives, or Change Proposal Requests as required. Administration of Changed Work Track changes from initiation through completion. Estimate cost and time impacts, and assist with negotiation of changes in contract time and cost. Prepare change orders to incorporate changes within Contract Documents. Evaluate the Project on a continual basis to determine when changes are required. Initiate necessary changes in the form of Change Proposal Requests. Review costs Miscellaneous Construction Engineering and 26 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT presented by Contractor on Change Proposal Requests. Assist with negotiation of final pricing as required. Assemble approved Change Proposal Requests periodically into Change Orders. Include justification documents with each Change Order. Maintain current status log of all Change Proposal Requests and Change Orders. Review as -recorded drawings to verify changes in work are reflected as applicable. Review pay requests to verify Change Order items are broken out and that payment is not made until work is complete. Field Orders Provide coordination and review to identify the need for minor changes in the Work consistent with the design intent, and issue Field Orders to communicate the details of the minor changes involving no change in contract time or contract price. Coordinate and Issue Change Proposal Requests (CPR'S) Provide coordination and review to identify needed changes in the Work consistent with the design intent that involve changes in contract price and/or time, and issue CPRs to communicate the details of the changes and request pricing by the Contractor. Collect technical information and evaluate proposed change. Prepare technical description of the CPR using necessary graphic details and specifications. Prepare Engineer's Opinion of Cost and evaluation of impact on Contract Time. Work Change Directives Issue Work Change Directives (WCD), as required, to authorize change or extra Work to proceed on a time and material basis when Change Proposal Request finalization is not expedient or possible. Observe Time and Material (T&M) work and reconcile T&M costs with Contractor on a daily basis. Finalize WCD's when associated work is completed in an appropriate Change Order. Change Orders Coordinate the combining of Change Proposal Requests, Work Change Directives, and Field Orders into Change Orders, and assemble the documentation, prepare the Change Order package, and circulate for execution by the Consultant, Contractor, and Construction Manager. Update CPR and Change Order logs and provide status reports tracking the execution of Change Orders. Measurement and Payment Review and approve the Contractor's Schedule of Values (cost breakdown) to establish a reasonably balanced distribution of costs to the various elements of the total construction to serve as a basis for progress payments and determination of cost impact of changes. Notify Contractor with either a letter of acceptance or a letter of rejection noting exceptions to obvious or apparent areas of unbalanced costs. Review and Process Contractor's Applications for Payment Receive and review draft application for payment prepared by the Contractor, and note and attempt to reconcile discrepancies between Engineer's estimate of progress and Contractor's application. Review draft application for payment in comparison to measured or estimated quantities. Make notations of deficient work not recommended for payment until corrected; deletion of payment for stored materials and/or equipment which do not have approved shop drawings and/or proper invoices; reduction of value for partially completed items claimed as complete. Return a copy of the reviewed draft to the Contractor. Meet with Contractor to reconcile discrepancies. Review revised application for payment and, if appropriate, advise Contractor to submit the required number of copies. Forward copies to the Construction Project Manager for processing. Protect Closeout Receive and review Contractor's required substantial completion submittal, and determine if Project is ready for substantial completion inspection. Develop substantial completion submittal checklist and perform the following activities: verify submittal of all required documents; review Contractor Record Drawings; perform drafting of Record Drawing revisions on reproducible set and transmit to the Construction Project Manager; review other substantial completion submittal documents for completeness and compliance with Contract provisions; and schedule substantial completion inspection. Miscellaneous Construction Engineering and 27 RFQ No. 18•19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Conduct Substantial Completion Inspection Coordinate, conduct, and document the substantial completion inspection. Notify all Project team members of date of substantial completion inspection. Prepare and distribute the punch list format to the parties conducting the inspection. Review progress of corrective action on punch list items, periodically updates, and re -issue. Identify tentative date of substantial completion, and prepare and issue Certificate of Substantial Completion with a list of stated qualifications (punch list). Document Project Warranties Furnish written notification of the start of the warranty period to define for all parties the ending date of the period for which the Contractor is responsible for repairing deficient Project materials and equipment. Final Completion Receive and review the Contractor's required final completion submittal. Develop final completion submittal checklist. Verify submittal of all required documents and review for completeness and compliance with Contract provisions. Notify Construction Project Manager, Contractor, and other affected parties of date of final inspection. Coordinate, attend, and conduct the final inspection meeting and physical walk-through of the Project. Final Payment Collect all payment documents required and forward to the Construction Project Manager for processing along with the Contractors Final Application and Certificate for Payment. Finalize all project costs and determine the final adjusted amounts for construction. Obtain Contractor's signature on any required Contractor's Certification or Affidavits. Process and sign Final Application for Payment. Prepare transmittal letter indicating recommendation for Final Payment. Construction Disputes and Claims Consultant shall review and provide initial recommendations on disputes or claims in response to written notification of claims made by the Contractor, in accordance with the provisions of the Contract Documents, asserting the right to an adjustment in either Contract Price or Contract Time. Certification of Work Signed and sealed letter to be provided by Senior Project Engineer/Project Manager A2.05 PERSONNEL A2.05.1 General Requirements The Consultant shall provide sufficient personnel who possess the experience, knowledge, requirements, and character to perform adequately the duties assigned for each specific assignment under this scope of work. Unless otherwise agreed by the City of Miami, the City will not compensate straight overtime or premium overtime. A2.05.2Consultants Safety Program Individuals designated by the Consultant for the Project should have appropriate level of safety training for their assigned duties. A2.05.3Personnel Qualifications The Consultant shall utilize only competent personnel, qualified by experience, education, and licensing and certification requirements. The Consultant shall submit in writing to the Construction Manager the names of personnel proposed for assignment to the Project, including a detailed resume for each containing at a minimum salary, education, and experience. A request for approval shall be submitted to the Construction Manager at least two weeks prior to the date an individual is to report to work. Before the Project begins, all Project staff shall have a working knowledge of the current FDOT Construction Project Administration Manual (CPAM) and must possess all the necessary certifications for obtaining the duties of the position they hold. The Consultant Project Manager shall ensure that the City of Miami's current practices, policies, and procedures are met throughout the course of the Project. Cross training of the Miscellaneous Construction Engineering and 28 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT Consultant's Project staff is highly recommended to ensure a knowledgeable and versatile Project inspection team and should occur as workload permits. Minimum qualifications for the Consultant personnel are set forth as follows. Exceptions to these minimum qualifications will be considered on an individual basis. The Construction Manager or designee will have the final approval authority. A2.05.3-1 CEI Senior Project Engineer/Project Manager A Civil Engineering degree and a minimum of ten (10) years' construction engineering and inspection experience, with the last five (5) consecutive years being registered in the State of Florida as a Professional Engineer, in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. Qualifications include the ability to communicate effectively in English (verbally and in writing); direct highly complex and specialized construction engineering administration and inspection program; plans and organizes the work of subordinate and staff members. Must have the following: Qualifications: • Licensed, registered, and practicing as an engineer with the State of Florida • Florida Department of Transportation (FDOT) Advanced Temporary Traffic Control (TTC) Certification ■ Construction Training Qualification Program (CTQP) Final Estimates Level II Certification Other: • Attend CTQP Quality Control Manager Course and pass the examination. • A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience Must be directly employed by the Consultant A2.05.3-2 CEI Project Engineer/Project Administrator A Civil Engineering degree and a minimum of five (5) years of construction engineering and inspection experience in construction of major road or bridge structures with the exception of Complex Category 2 (CC2) bridge structures. To be in primary control, a Project Engineer/Administrator must have supervised two or more inspectors as well as two or more support staff (Office Manager, Compliance Officer, and Secretary) and must have been directly responsible for all CEI services assigned. Receives general instructions regarding assignments from the City and is expected to exercise initiative and independent judgment in the solution of work problems. Directs and assigns specific tasks to inspectors and assists in all phases of the construction project. CEI will be responsible for the progress and final estimates throughout the duration of the construction project. Must have the following: Qualifications: • FDOT Advanced TTC Certification ■ CTQP Final Estimates Level I Certification • CTQP Final Estimates Level II Certification Other: • Attend CTQP Quality Control Manager Course and pass the examination. • A Master's Degree in an engineering field may be substituted for one (1) year of engineering experience A2.05.3-3 CEI Senior Inspector High school graduate or equivalent plus five (5) years of experience in construction inspection, two (2) years of which shall have been in bridge and/or roadway construction inspection with the exception of Complex Category 2 (CC2) bridge structures. Responsible for performing highly complex technical assignments in field surveying and construction layout, making, and checking engineering computations, inspecting construction work, and conducting field tests and is responsible for coordinating and managing the lower level Miscellaneous Construction Engineering and 29 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT inspectors. Work is performed under the general supervision of the Project Engineer/ Administrator. Must have the following: Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Asphalt Paving Level II Certification ■ CTQP Earthwork Construction Inspection Level I Certification ■ CTQP Earthwork Construction Inspection Level II Certification ■ CTQP Drilled Shaft Inspection Certification (required for inspection of all drilled shafts, including miscellaneous structures such as sign structures, lighting structures, and traffic signal structures) ■ CTQP Final Estimates Level 11 Certification ■ FDOT Advanced TTC Certification ■ IMSA Traffic Signal Technician Level I Certification Other: ■ Nuclear Radiation Safety ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-4 CEI Roadway Inspector High school graduate or equivalent with two (2) years of experience as a roadway inspector on a Federally Funded or State Funded construction project or two (2) years of assisting the roadway inspector in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's Disadvantaged Business Enterprise (DBE) and On -the -Job Training (OJT) programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Qualifications: ■ CTQP Concrete Field Inspector Level I Certification ■ CTQP Asphalt Paving Level I Certification ■ CTQP Earthwork Construction Inspection Level 1 Certification ■ CTQP Earthwork Construction Inspection Level 11 Certification ■ CTQP Final Estimates Level 1 Certification ■ FDOT Intermediate TTC Certification ■ Florida Stormwater, Erosion, and Sedimentation Control Inspector Training and Certification A2.05.3-5 CEI Resident Compliance Specialist High school graduate or equivalent with one (1) year of experience as a resident compliance specialist on a Federally Funded or State Funded construction project or two (2) years of assisting the compliance specialist in monitoring a Federally Funded or State Funded construction project. Should have prior experience in prevailing wage requirements of Federal Aid funded construction projects with FDOT and knowledge of Equal Employment Opportunity (EEO) laws and FDOT's DBE and OJT programs. Ability to analyze, collect, evaluate data, and take appropriate action when necessary. Must attend all training workshops or meetings for Resident Compliance Specialists as deemed necessary. Qualifications: ■ Equal Employment Opportunity (EEO) ■ FDOT Disadvantaged Business Enterprise (DBE) ■ FDOT On -the -Job -Training (OJT) ■ Payroll CERT A2.06 STAFFING Upon execution of the Agreement, the Consultant shall establish and maintain appropriate staff which possess the experience, education, knowledge, licensure and certification requirements, and character to Miscellaneous Construction Engineering and 30 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT adequately perform assigned Project duties. If needed, in order to assist in resolving disputed final pay quantities, the Construction Manager may ask the Consultant to provide personnel familiar with aspects of a construction project's final measurements. The Consultant shall replace staff whose performance is unsatisfactory within one week of City notification. Personnel identified in the Consultant technical proposal are to be assigned as proposed and are committed to perform services under this scope of Work. Personnel changes will require prior written notice to and written approval from City. A2.07 TIME FRAMES FOR COMPLETION Aside from the pre -construction meeting preparation and managing, the Work shall commence at the same time as commencement of the construction work and shall be finished upon final acceptance of the construction work. The Construction Manager may customize this requirement on a case -by -case basis. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by the City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in 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 Non -Threshold Inspection Services Inspections not related to the structural integrity and durability of the structures. A3.02-2Expert 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. A3.02-3 M iscel laneous Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted practice related to Threshold Inspection services. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant. Reimbursable expenses are identified below. Transportation, travel (aside from tolls required to access a Project site), and per diem expenses within Dade, Broward, or Palm Beach Counties shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between the Consultant's various permanent offices and Subconsultant. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this Agreement. A4.01-2 Reproduction, Photography Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation Identifiable Soil Borings and Reports and testing costs approved by the City. A4.01-4 Other Items not indicated in Section 4.01 when authorized by the City. Miscellaneous Construction Engineering and 31 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-3 General Project Information Information regarding Project Budget, City and State procedures, guidelines, forms, and formats. A5.01-4 Plans & Specifications City shall provide to the Consultant copies of the permitted plans and the specifications prepared by the Design Professional. A5.01-4 City's Standard Specifications for Road and Bridge Construction A5.01-5 Copy of Executed Construction Contract ARTICLE A6 CONSULTANT FURNISHED DOCUMENTS AND EQUIPMENT A6.01 GENERAL Consultant shall provide as part of its Basic Services the following documentation and equipment, which shall be part of the Basic Services fee. A6.01-1 FDOT Documents All applicable FDOT documents, as indicated in the City's Standard Specifications for Road and Bridge Construction, shall be provided by the Consultant. Most, if not all FDOT documents, specifications, directives, procedures, and standard forms are available through the FDOT's internet website. A6.01-2 Vehicles Vehicles used in the field by any member of the Consultant's team will be suitable for their intended purpose and will be equipped with appropriate safety equipment. Vehicles shall have the name and phone number of the Consultant visibly displayed and legible. A6.01-3 Field Equipment The Consultant shall supply survey, inspection, and testing equipment in order to carry out the Scope of Work and every element of the Services, and other items as determined by the Construction Manager. Quality and quantity of such items is to meet the Construction Manager's approval. At a minimum, each Consultant staff member shall be equipped with, or have immediate access to the following items: • Laptop computer installed with: ❖ Wireless internet access • Microsoft Office Miscellaneous Construction Engineering and 32 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT • Scheduling software capable of reading and modifying MS Project schedules • Email access Color printer (office) 25' Tape measure ■ Smart Level ■ Accessible cellular phone ■ Digital camera (5 Megapixel minimum) ■ Temperature gun/reader ■ 10' straightedge ■ Any specific equipment based on the scope of Work assigned. Hard hats and other appropriate safety gear will be provided to all field personnel. Hard hats shall have the name of the Consultant visibly and legibly displayed. Such equipment includes those non -consumable and non -expendable items, which are normally needed for a CEI Project and are essential in order to carry out the Scope of Work. Equipment described herein under this section will remain the property of the Consultant and shall be removed at the completion of the Work. The Consultant's handling of nuclear density gauges shall be in compliance with staff license. The Consultant shall retain responsibility for risk of loss or damage to said equipment during performance of Services and duration of the Agreement. Consultant's field office equipment shall be regularly maintained and in operational condition at all times. A6.01-4 Licenses The Consultant will be responsible for obtaining proper licenses for testing equipment and personnel operating testing equipment when licenses are required. The Consultant shall make the license and supporting documents available to the City of Miami, for verification, upon request. Radioactive Materials License for use of Surface Moisture Density Gauges shall comply with FDOT's requirements. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 33 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Radise International L.C. Construction Material Sampling and Testing SCHEDULE A2 - KEY STAFF JOB CLASSIFICATION Principal -in -Charge Robert J. Behar, P.E. Senior Project Engineer/Project Manager (Must be employed by the Consultant) David Romano, P.E. Project Engineer/Project Administrator Nestor Santana, P.E. Senior Inspector Humberto Soteras, Michael Owensby, Alejandro Medina Roadway Inspector Logan Fasanella, Mary Cardenas Aldir, George Guerrero Residence Compliance Specialist Zugeil Velez Malave Miscellaneous Construction Engineering and 34 Inspection Services RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum, as defined in Section B3.01, Lump Sum. b) An Hourly Rate, as defined in Section B3.02, Hourly Rate Fees, and at the rates set forth in Schedule B1 — Wage Rates Summary. c) A Percentage of Construction Cost, as defined in Section B3.03, Percentage of Construction Costs, solely with the written approval of the Director. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job classifications that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job classifications/categories, and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, Miscellaneous Construction Engineering and 35 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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 B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work shall generally be a Lump Sum, either a Fixed Fee or Not to Exceed/Guaranteed Maximum Fee, as deemed appropriate by the City, to 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 Fixed Fee Lump Sum Fixed Fee Lump Sum shall be the total amount of compensation where all aspects of Work are clearly defined, quantified, and calculated. B3.01-2 Lump Sum Not to Exceed/Guaranteed Maximum Fee Lump Sum Not to Exceed/Guaranteed Maximum Fee shall be the total maximum fee amount payable by City wherein certain aspects, tasks or allowances may not be defined, quantified, and calculated at the time of Work Order issuance. A Not to Exceed/Guaranteed Maximum Lump Sum compensation may represent a combination of Fixed Fees for professional services and not to exceed allowances for Reimbursable Expenses or Additional Services. B3.01-3 Where a Lump Sum Fixed Fee is agreed upon as the "Base Fee" for Basic Services defined for a project, payments to the Consultant shall be based on a percentage of the Base Fee according to the Phase of the Work as indicated under Section 6.01. B3.01-4 If the City authorizes a substantial or material change in the Scope of Work, the Lump Sum for any Base Fee may be equitably adjusted by mutual consent of the parties, which may be put into effect by an amendment to the Work Order. B3.01.5 It is understood that with Fixed Fee Lump Sum Compensation, the Consultant shall perform all services for total compensation in the amount stated above. Under a Lump Sum Not to Exceed/Guaranteed Maximum Fee, the Consultant shall perform all services that may comprise "Basic Services" but may not be required by City to perform all other services delineated in the Work Order. In either case, The City shall have no obligation or liability to pay any fee, expenditure, charge, or cost beyond the Lump Sum compensation amount stipulated. B3.01-6 Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: shall be those rates for Consultant and Subconsultant employees identified in Schedule B1 - 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. Miscellaneous Construction Engineering and 36 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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/Guaranteed Maximum Fee for the Work to be performed on an Hourly Rate Basis. B3.03 PERCENTAGE OF CONSTRUCTION COSTS This is a percentage fee based on the Total Authorized Design Value of a project said percentage being hereinafter called the "Base Fee," as mutually agreed upon in writing by the City and the Consultant and stated in a Work Order or Notice to Proceed B3.03-1 Fee Computation: The Total Authorized Design Value shall be used and identified in the Work Order as the basis for establishing the compensatory fee for all phases identified as part of Basic Services. If the actual construction cost is increased during the construction phase, the "Actual Construction Cost" shall be used as the basis for determining the fee for Construction Administration Phase if included in Basic Services. The term "Actual Construction Cost" does not include any compensation to the Consultant for the cost of the land, rights -of -way, works of art, permit fees, or other costs that are the responsibility of the City. B3.03-2 Inclusive Fee It is understood that with percentage compensation the Consultant shall perform all services for the stated percentage of the construction cost budgeted when the contract is signed. B3.03-3 Changes to Project Scope If the City authorizes an increase or decrease in the scope of the Project or the Total Authorized Design Value of the Project, the Base Fee will be adjusted accordingly, based on justification from the Wage Rates or as mutually agreed upon. B3.04 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope of Work for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.06 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4, Reimbursable Expenses, and B3.03, Percentage of Construction Costs, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://archive.miamigov.com/MiamiCapital/forms.html Miscellaneous Construction Engineering and 37 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT 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. B3.06-1 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. B3.06-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.06-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.07 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. B3.08 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://archive.miamiqov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate Miscellaneous Construction Engineering and 38 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a Project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the Project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant's various permanent office. The Consultant's field office at the Project site is not considered a permanent office. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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 Construction Engineering and 39 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B - COMPENSATION SCHEDULE Bi - WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Engineer/ Project Manager NEGOTIATED HOURLY RATE $180.00* $62.00 ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier A. lied $179.80 ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Ap•lied $148.80 Project Engineer/ Project Administrator Sr. Inspector Roadway Inspector Resident Compliance Specialist $40.00 $33.00** $26.00** $23.00 $116.00 $66.70 $96.00 $79.20 $62.40 $55.20 (*) Flat rate, no multipliers applied. (**) No 2.9 Home multiplier applied. THIS SECTION INTENTIONALLY LEFT BLANK Miscellaneous Construction Engineering and 40 RFQ No. 18-19-012 Inspection Services PROFESSIONAL SERVICES AGREEMENT ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE %' f-'�5...ssi.i, B' �'tP7j$t ,}f��t ?/1 r ®4 ' � }"3�0 }'Y�" f' i �*'�` �' 1` :.� � "�) e✓ -yam`" +%c��/��i N1�q- ; �3}t2 h 4� # *F •S''nt a r r A O To: City of Miami Office of Capital Improvements (OCI) 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: ATTN: - Invoice Date: Month 00, 0000 Page: From: .............. Invoice Period: From: To: Month 00, 0000 Month 00, 0000 Contract No.: Contract Title: Project No.: N. NOTE: ----- invoices rscoivad ad past t P..t_.. . .... .. ss_.._to. Nast 3:ga PM will bo stamped with the Next Business Dato Prepare Invoices properly to avoid payment delay. Project Name: Purchase Order No.: Work Order No: SERVICE-.. 'CONTRACT AMOUNT V.,COMPLETE -. TOTAL EARNED TO DATE PREVIOUSLY INVOICED CURRENT INVOICE AMOUNT Schematic Design (SD) $ - $ - $ - $ _ Design Development (DD) $ - $ 30% Construction Documents (30% CD) $ -- 60% Construction Documents (60% CD) $ - 90%Construction Documents (90% CD) $ - $ - L $ 100% Construction Documents t100% CDC ..� Dry RuunnPermittingg .. � - ...... - _ $ _ Bidding or N$$otiation Phase $ - Construction Administration (CA) $ - $ - $ . $ - _$ - $ - $ - $ - $ $ . $ - $ - Relmbursable Expenses $ - $ - $ _ $ - 2. (Title) $ - 3. (Title) -$ - - $ - $ - - - $ - $ Additional Services $ - $ - $ - $ - 1. (Title) $ - $ $ _ $ _ 2. (Title) —S.. - _ $ - $ 3. (Title) $ - $ - $ $ - $ - $ - $ - TOTAL: $ - $ - $ - $ - Prior to thls Invoice Remaining Contract Subtotal: $ - Balance: $ - I Deductions: Total Due : $ TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Activation Letter of Phase being Invoiced Supporting Documents for Invoice: Construction Status Report: (Signature of Principal) Final Payment Documents: Additional Service Authorizations: (Type Name and Title of Principal) AREA TO BE COMPLETED BY CITY OF MIAMI CITY OF MIAMI APPROVAL s :, DATE ,. ?` �. .,. SIGNATURE s%, yi Date Received CIP: PROJECT MANAGER CHIEF PROJECT MANAGER Hector Badia Date Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR Miscellaneous Construction Engineering and Inspection Services 41 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. R^J.BEH/\R & COMPANY, |ydC.,oFlorida Corporation Signature Signature LizonnaKadir,Administrative Assistant Print Name, Title Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: T0ddB. M8DDUD. / / APPROVED jkS TO/ / ~9 REQUIRE 'NTG:, Ann Marie �^��~''p~�"�Director Risk Mana0emenj Department � Miscellaneous Construction Engineering and 19 Inspection Services Robert lBehar, P.E.President Print Name, Title ofAuthorized Officer mManager (Corporate Seal) CITY CjFK0|AK8iamunicipal corporation of the State nfFlorida ' 0i|io .GnnZ6|8z'Ph.O,City Manager APPROVED A8TDLEGAL FORM AND CORRECTNESS: ` PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of R. J. Behar & Company, Inc. , a corporation organized and existing under the laws of the State of Florida , held on the 18 day of February , 2019, a resolution was duly passed and adopted authorizing (Name) Robert J. Behar as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 25th day of September 2019 Secretary: Print: Dereth Behar CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _day of , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Construction Engineering and Inspection Services 20 RFQ No. 18-19-012 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF )10-e) SS: COUNTY OF Y°r'"a4.. ) Th foregoing instrument „4,ra acknowledged before me this �(� '` day of bed' , 20 I� , by ICo10.e'4-1-- f. 121.41.-.►.,''- , who is ersonally know to me or who has produced as identification and who (did / did not) take an oath. SIGNA URE OF NOTARY PUBLIC STATE OF FLORIDA 1..I?AhmoL. )6LerA IV'' PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Miscellaneous Construction Engineering and Inspection Services LIZANNA KADIR p&YPUgG�. MY COMMISSION #GG091110 EXPIRES: MAY 13, 2021 Bonded through 1st State Insurance 21 RFQ No. 18-19-012 10/13/21, 10:03 AM Detail by Entity Name DIVISION OF CORPORATIONS �fVO.Ot'I . jO e_Pro f �4r�yl. � 1 uiriai Star© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation A & P CONSULTING TRANSPORTATION ENGINEERS CORP. Filing Information Document Number FEI/EIN Number Date Filed State Status Last Event Event Date Filed Event Effective Date Principal Address 8935 NW 35 LANE, SUITE 200 DORAL, FL 33172 P95000003950 65-0770583 01/17/1995 FL ACTIVE AMENDMENT 06/07/2017 NONE Changed: 06/20/2019 Mailing Address 8935 NW 35 LANE, SUITE 200 DORAL, FL 33172 Changed: 06/20/2019 Registered Agent Name & Address ACOSTA, ANTONIO 8935 NW 35 Lane 200 Miami, FL 33172 Name Changed: 02/05/2007 Address Changed: 01/06/2021 Officer/Director Detail Name & Address Title P Acosta, Antonio https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 1/3 10/13/21, 10:03 AM Detail by Entity Name 8935 NW 35 Lane 200 Miami, FL 33172 Title VP Gil-Mera, Carlos M 8935 NW 35 Lane 200 Miami, FL 33165 Annual Reports Report Year Filed Date 2020 01/15/2020 2021 01/06/2021 2021 05/20/2021 Document Images 05/20/2021 -- AMENDED ANNUAL REPORT 01/06/2021 -- ANNUAL REPORT 01/15/2020 -- ANNUAL REPORT 01/10/2019 -- ANNUAL REPORT 04/05/2018 -- Off/Dir Resignation 02/07/2018 -- Off/Dir Resignation 01/04/2018 -- ANNUAL REPORT 06/07/2017 -- Amendment 01/06/2017 -- ANNUAL REPORT 01/05/2016 -- ANNUAL REPORT 06/22/2015 -- AMENDED ANNUAL REPORT 01/12/2015 -- ANNUAL REPORT 01/08/2014 -- ANNUAL REPORT 01/24/2013 -- ANNUAL REPORT 01/06/2012 -- ANNUAL REPORT 01/06/2011 -- ANNUAL REPORT 01/06/2010 -- ANNUAL REPORT 01/14/2009 -- ANNUAL REPORT 03/26/2008 -- ANNUAL REPORT 02/05/2007 -- ANNUAL REPORT 01/05/2006 -- ANNUAL REPORT 01/05/2005 -- ANNUAL REPORT 01/06/2004 -- ANNUAL REPORT 05/16/2003 -- ANNUAL REPORT 05/14/2002 -- ANNUAL REPORT 04/30/2001 -- ANNUAL REPORT 05/15/2000 -- ANNUAL REPORT 02/14/2000 -- Amendment 02/20/1999 -- ANNUAL REPORT 05/19/1998 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 2/3 10/13/21, 10:03 AM Detail by Entity Name 05/07/1997 -- REINSTATEMENT View image in PDF format 01/17/1995 -- DOCUMENTS PRIOR TO 1997 View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 3/3 10/13/21, 10:03 AM Detail by Entity Name DIVISION OF CORPORATIONS lr }j flil xi or j 6 Cep 0 f A' r l .0 I\1 uiriai Same of syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation CALVIN, GIORDANO & ASSOCIATES, INC. Filing Information Document Number M17373 FEI/EIN Number 65-0013869 Date Filed 06/27/1985 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/21/2001 Event Effective Date NONE Principal Address 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Changed: 04/02/2001 Mailing Address 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Changed: 03/02/2000 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 02/12/2018 Address Changed: 02/12/2018 Officer/Director Detail Name & Address Title President, Treasurer Giordano, Chris https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CALVINGI.. 1/3 10/13/21, 10:03 AM Detail by Entity Name 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP Martinetti, Jenna 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP COOK-WEEDEN, TAMMY 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title Secretary HOPKINS, DAWN 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP WATTS, STEVE 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Title VP, Secretary Causley, Matthew 1800 ELLER DR STE 600 FORT LAUDERDALE, FL 33316 Annual Reports Report Year Filed Date 2020 01/27/2020 2021 02/09/2021 2021 04/27/2021 Document Images 04/27/2021 -- AMENDED ANNUAL REPORT 02/09/2021 -- ANNUAL REPORT 04/01/2020 -- AMENDED ANNUAL REPORT 01/27/2020 -- ANNUAL REPORT 01/17/2019 -- ANNUAL REPORT 02/12/2018 -- Reg. Agent Change View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CALVI NGI .. 2/3 10/13/21, 10:03 AM 02/06/2018 -- AMENDED ANNUAL REPORT 01/02/2018 -- ANNUAL REPORT 01/10/2017 -- ANNUAL REPORT 01/04/2016 -- ANNUAL REPORT 05/07/2015 -- AMENDED ANNUAL REPORT 01/14/2015 -- ANNUAL REPORT 12/22/2014 -- AMENDED ANNUAL REPORT 10/30/2014 -- AMENDED ANNUAL REPORT 03/20/2014 -- AMENDED ANNUAL REPORT 01/09/2014 -- ANNUAL REPORT 01/04/2013 -- ANNUAL REPORT 01/24/2012 -- ANNUAL REPORT 03/15/2011 -- ANNUAL REPORT 02/17/2010 -- ANNUAL REPORT 02/25/2009 -- ANNUAL REPORT 02/21/2008 -- ANNUAL REPORT 04/23/2007 -- ANNUAL REPORT 01/20/2006 -- ANNUAL REPORT 01/19/2005 -- ANNUAL REPORT 07/02/2004 -- ANNUAL REPORT 01/27/2003 -- ANNUAL REPORT 03/13/2002 -- ANNUAL REPORT 04/02/2001 -- ANNUAL REPORT 03/20/2001 -- Amendment 03/02/2000 -- ANNUAL REPORT 02/24/1999 -- ANNUAL REPORT 01/27/1998 -- ANNUAL REPORT 02/10/1997 -- ANNUAL REPORT 01/29/1997 -- NAME CHANGE 02/06/1996 -- ANNUAL REPORT 01/25/1995 -- ANNUAL REPORT Detail by Entity Name View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CALVI NGI ... 3/3 10/13/21, 9:46 AM Detail by Entity Name DIVISION OF CORPORATIONS lr }j flil xi or POf ArNDIN1 uiriai Same of syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Limited Liability Company CONSOR ENGINEERS, LLC Filing Information Document Number L18000098678 FEI/EIN Number 59-3221706 Date Filed 04/23/2018 Effective Date 01/30/1994 State FL Status ACTIVE Last Event CORPORATE MERGER Event Date Filed 12/29/2020 Event Effective Date 12/31/2020 Principal Address 15310 Park Row houston, TX 77084 Changed: 04/03/2020 Mailing Address 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH INE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 05/02/2018 Address Changed: 05/02/2018 Authorized Person(s) Detail Name & Address Title MGR RESER, DAVID 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CONSOR.. 1/4 10/13/21, 9:46 AM Detail by Entity Name Title MGR HICKSON, FRANK 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 Title MGR HOWARD, CHRISTOPHER 2511 ST JOHNS BLUFF ROAD S JACKSONVILLE, FL 32246 Title MGR ROWE, JEFFREY 15 PELHAM DAVIS CIRCLE GREENVILLE, SC 29615 Title MGR INGHAM, KERRI 12596 W BAYAUD AVE 300 LAKEWOOD, CO 80228 Title MGR BOWDEN, DAVID 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 Title MGR ORR, DAVID 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 Title MGR PENDER, REBECCA 2121 OLD HICKORY TREE RD ST CLOUD, FL 34772 Title MGR DODD, DAVID 15 PELHAM DAVIS CIRCLE GREENVILLE, SC 29615 Title MGR FOSTER, PAUL https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CON SOR.. 2/4 10/13/21, 9:46 AM Detail by Entity Name 12596 W BAYAUD AVE 300 LAKEWOOD, CO 80228 Title MGR POPE, HEATH 1824 112TH ST E E TACOMA, WA 98445 Title MGR HOSTETLER, GREGG 609 S KELLY AVE J-1 Edmond, OK 34772 Title MGR DENNIS, KAREN 15310 PARK ROW HOUSTON, TX 77084 Title MGR WEHR, ANDREW 155 N WACKER DRIVE STE 4150 CHICAGO, IL 60606 Title MGR RANGASWAMY, GOVINDRAJ 359 ALCAZAR AVENUE CORAL GABLES, FL 33134 Title MGR HARRIS, JEANNETTE 359 ALCAZAR AVENUE CORAL GABLES, FL 33134 Title MGR ADAMS, WILLIAM 607 S. ALEXANDER ST - STE. 206 PLANT CITY, FL 33563 Title MGR MCBRIDE, BRIAN https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CON SOR.. 3/4 10/13/21, 9:46 AM Detail by Entity Name 5621 BANNER DRIVE FORT MYERS, FL 33912 Title MGR WILLIAMS, TRUDI 5621 BANNER DRIVE FORT MYERS, FL 33912 Annual Reports Report Year Filed Date 2019 02/08/2019 2020 02/05/2020 2021 01/06/2021 Document Images 01/06/2021 -- ANNUAL REPORT 12/29/2020 -- Merger 02/19/2020 -- LC Amendment 02/05/2020 -- ANNUAL REPORT 12/18/2019 -- Merger 03/25/2019 -- LC Amendment 03/07/2019 -- LC Amendment 02/08/2019 -- ANNUAL REPORT 12/21/2018 -- Merger 11/27/2018 -- LC Name Change 07/03/2018 -- LC Amendment 05/21/2018 -- Merger 05/14/2018 -- LC Amendment 05/02/2018 -- CORLCRACHG 04/23/2018 -- Florida Limited Liability View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CON SOR... 4/4 10/13/21, 10:02 AM Detail by Entity Name DIVISION OF CORPORATIONS lr }j flil xi or POf ArNDIN1 uiriai Same of syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation EAC CONSULTING, INC. Filing Information Document Number P94000066488 FEI/EIN Number 65-0519739 Date Filed 09/06/1994 State FL Status ACTIVE Last Event AMENDED AND RESTATED ARTICLES Event Date Filed 08/28/2015 Event Effective Date NONE Principal Address 5959 BLUE LAGOON DRIVE SUITE 410 MIAMI, FL 33126 Changed: 01/08/2018 Mailing Address 5959 BLUE LAGOON DRIVE SUITE 410 MIAMI, FL 33126 Changed: 01/08/2018 Registered Agent Name & Address CROOKS, ENRIQUE A 5959 BLUE LAGOON DRIVE SUITE 410 MIAMI, FL 33126 Name Changed: 01/04/2013 Address Changed: 01/08/2018 Officer/Director Detail Name & Address Title President, CEO, Director, VP https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=EACCON.. 1/3 10/13/21, 10:02 AM Detail by Entity Name CROOKS, ENRIQUE A 5959 BLUE LAGOON DRIVE SUITE 410 MIAMI, FL 33126 Title Secretary, Treasurer CHONG, MARIE T. 5959 BLUE LAGOON DRIVE SUITE 410 MIAMI, FL 33126 Annual Reports Report Year Filed Date 2019 01/03/2019 2020 01/02/2020 2021 01/19/2021 Document Images 01/19/2021 -- ANNUAL REPORT 01/02/2020 -- ANNUAL REPORT 01/03/2019 -- ANNUAL REPORT 01/08/2018 -- ANNUAL REPORT 01/06/2017 -- ANNUAL REPORT 01/14/2016 -- ANNUAL REPORT 08/28/2015 -- Amended and Restated Articles 01/09/2015 -- ANNUAL REPORT 05/20/2014 -- Reg. Agent Change 01/03/2014 -- ANNUAL REPORT 01/04/2013 -- ANNUAL REPORT 01/09/2012 -- ANNUAL REPORT 01/06/2011 -- ANNUAL REPORT 01/08/2010 -- ANNUAL REPORT 01/07/2009 -- ANNUAL REPORT 01/08/2008 -- ANNUAL REPORT 01/03/2007 -- ANNUAL REPORT 01/05/2006 -- ANNUAL REPORT 01/03/2005 -- ANNUAL REPORT 01/07/2004 -- ANNUAL REPORT 02/18/2003 -- ANNUAL REPORT 01/11/2002 -- ANNUAL REPORT 01/16/2001 -- ANNUAL REPORT 01/18/2000 -- ANNUAL REPORT 01/25/1999 -- ANNUAL REPORT 01/27/1998 -- ANNUAL REPORT 01/30/1997 -- ANNUAL REPORT 05/01/1996 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=EACCON.. 2/3 10/13/21, 10:02 AM Detail by Entity Name 04/25/1995 -- ANNUAL REPORT View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=EACCON... 3/3 10/13/21, 10:06 AM Detail by Entity Name DIVISION OF CORPORATIONS D1VO.Ot,I . jO e_Pro f �4r�yl. � 1 uiriai Star© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation PINNACLE CONSULTING ENTERPRISES, INC. Filing Information Document Number P07000086665 FEI/EIN Number 14-2005307 Date Filed 07/31/2007 State FL Status ACTIVE Principal Address 6 Palermo Avenue Coral Gables, FL 33134 Changed: 02/15/2016 Mailing Address 6 Palermo Avenue Coral Gables, FL 33134 Changed: 02/15/2016 Registered Agent Name & Address PEREZ, ARTURO 6 Palermo Avenue Coral Gables, FL 33134 Address Changed: 02/15/2016 Officer/Director Detail Name & Address Title P PEREZ, ARTURO J 6 Palermo Avenue Coral Gables, FL 33134 Title VP RODRIGUEZ, ROLAND A https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=PINNACE.. 1 /2 10/13/21, 10:06 AM Detail by Entity Name 6 Palermo Avenue Coral Gables, FL 33134 Title VP GONZALEZ, SERGIO E 6 Palermo Avenue Coral Gables, FL 33134 Annual Reports Report Year Filed Date 2019 02/27/2019 2020 02/10/2020 2021 02/01/2021 Document Images 02/01/2021 -- ANNUAL REPORT 02/10/2020 -- ANNUAL REPORT 02/27/2019 -- ANNUAL REPORT 03/13/2018 -- ANNUAL REPORT 01/16/2017 -- ANNUAL REPORT 02/15/2016 -- ANNUAL REPORT 02/26/2015 -- ANNUAL REPORT 03/17/2014 -- ANNUAL REPORT 01/29/2013 -- ANNUAL REPORT 02/22/2012 -- ANNUAL REPORT 02/14/2011 -- ANNUAL REPORT 02/24/2010 -- ANNUAL REPORT 01/20/2009 -- ANNUAL REPORT 03/18/2008 -- ANNUAL REPORT 07/31/2007 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=P I N NACL... 2/2 10/13/21, 10:07 AM Detail by Entity Name DIVISION OF CORPORATIONS lr }j flil xi or POf ArNDIN1 uiriai Same of syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation R.J. BEHAR & COMPANY, INC. Filing Information Document Number P99000088184 FEI/EIN Number 65-0954070 Date Filed 10/04/1999 State FL Status ACTIVE Principal Address 6861 SW 196TH AVENUE 302 PEMBROKE PINES, FL 33332 Changed: 03/05/2001 Mailing Address 6861 SW 196TH AVENUE 302 PEMBROKE PINES, FL 33332 Changed: 03/05/2001 Registered Agent Name & Address KRAKOWER, EVAN RESQ 10061 NW 1ST COURT PLANTATION, FL 33324 Address Changed: 02/09/2010 Officer/Director Detail Name & Address Title PCEO BEHAR, ROBERT J 12090 SW 26TH COURT DAVIE, FL 33330 Title S https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=RJBEHAR.. 1 /2 10/13/21, 10:07 AM Detail by Entity Name BEHAR, DERETH A 12090 SW 26 CT DAVIE, FL 33330 Title VP VAZQUEZ, JUAN H 13390 SW 26th Street Davie, FL 33325 Annual Reports Report Year Filed Date 2019 01/03/2019 2020 01/06/2020 2021 01/05/2021 Document Images 01/05/2021 -- ANNUAL REPORT 01/06/2020 -- ANNUAL REPORT 01/03/2019 -- ANNUAL REPORT 01/02/2018 -- ANNUAL REPORT 01/04/2017 -- ANNUAL REPORT 01/04/2016 -- ANNUAL REPORT 01/09/2015 -- ANNUAL REPORT 01/09/2014 -- ANNUAL REPORT 01/03/2013 -- ANNUAL REPORT 01/27/2012 -- ANNUAL REPORT 01/11/2011 --ANNUAL REPORT 02/09/2010 -- ANNUAL REPORT 01/15/2009 -- ANNUAL REPORT 01/16/2008 -- ANNUAL REPORT 01/11/2007 -- ANNUAL REPORT 02/28/2006 -- ANNUAL REPORT 02/24/2005 -- ANNUAL REPORT 03/15/2004 -- ANNUAL REPORT 03/03/2003 -- ANNUAL REPORT 03/13/2002 -- ANNUAL REPORT 03/05/2001 -- ANNUAL REPORT 03/15/2000 -- ANNUAL REPORT 10/04/1999 -- Domestic Profit View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=RJBE HAR... 2/2