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HomeMy WebLinkAboutBack-Up DocumentsPROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Civil Engineering Services for Miscellaneous Projects 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 (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code 7 2.05 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 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 13 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 1 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.06 NOTICES 14 10.07 INTERPRETATION 15 10.08 JOINT PREPARATION 16 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 17 10.17 CONTINGENCY CLAUSE 17 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 CIVIL ENGINEERING SERVICES 22 A2.01 DEVELOPMENT OF OBJECTIVES 23 A2.02 ANALYTICAL REVIEW 23 A2.03 SCHEMATIC DESIGN 23 A2.03 DESIGN DEVELOPMENT 24 A2.05 CONSTRUCTION DOCUMENTS 24 A2.06 BIDDING AND AWARD OF CONTRACT 25 A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 26 A2.08 TIME FRAMES FOR COMPLETION OF PROJECT 28 ARTICLE A3 ADDITIONAL SERVICES 28 A3.01 GENERAL 28 A3.02 EXAMPLES 29 A3.03 ADDITIONAL DESIGN 29 ARTICLE A4 REIMBURSABLE EXPENSES 29 A4.01 GENERAL 29 A4.02 SUBCONSULTANT REIMBURSEMENTS 30 ARTICLE A5 CITY'S RESPONSIBILITIES.• 30 A5.01 PROJECT AND SITE INFORMATION 30 A5.02 CONSTRUCTION MANAGEMENT 30 SCHEDULE Al - SUBCONSULTANTS 31 SCHEDULE A2 - KEY STAFF 31 ATTACHMENT B - COMPENSATION AND PAYMENTS 33 ARTICLE B1 METHOD OF COMPENSATION 33 B1.01 COMPENSATION LIMITS 33 B1.02 CONSULTANT NOT TO EXCEED 33 ARTICLE B2 WAGE RATES 33 82.01 FEE BASIS 33 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 33 B2.03 MULTIPLIER 33 B2.04 CALCULATION 33 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 34 B2.06 ESCALATION 34 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 34 B3.01 LUMP SUM 34 B3.02 HOURLY RATE FEES 34 B3.03 REIMBURSABLE EXPENSES 34 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 35 B3.05 FEES FOR ADDITIONAL SERVICES 35 B3.06 PAYMENT EXCLUSIONS 35 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 35 ARTICLE B4 PAYMENTS TO THE CONSULTANT 35 84.01 PAYMENTS GENERALLY 35 B4.02 FOR COMPREHENSIVE BASIC SERVICES 36 2 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL. SERVICES AGREEMENT - EXHIBIT 1 B4.03 BILLING — HOURLY RATE 36 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 36 B4.05 DEDUCTIONS 36 ARTICLE B5 REIMBURSABLE EXPENSES 36 B5.01 GENERAL 36 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37 B6.01 GENERAL 37 SCHEDULE B1 -- WAGE RATES SUMMARY 38 SCHEDULE B2 — CONSULTANT INVOICE 39 3 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Civil Engineering Services (RFQ No. 16-17-063) Miscellaneous Services A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115, Doral, FL, 33178 Section 18-87, City of Miami City Code n _ .THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this i day of Av af. in the year 2018 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and A&P Consulting Transportation Engineers, Corp., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 16-17-063 on December 18, 2017 for the provision of Civil Engineering Services for Miscellaneous Projects ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) 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: 4 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City". For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 Commission means the legislative body of the City of Miami. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this Agreement, the Director is the top administrator of the Office of Capital Improvements or their designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 5 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services", as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments this PSA shall control. 1.24 Resolution means the document constituting the officialapproval 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 surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialties that has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. 6 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 A&P Consulting Transportation Engineers, Corp. PROFESSIONAL. SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right to automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred twenty (120) day extension may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO EXTEND The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said extensions provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at: http://www.miamidade.gov/smallbusiness/certification-procrams.aso. 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 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 7 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation A ct, for Continuing Contracts._ 2.05-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Scheduled B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff". The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61 G1 and Chapter 481 of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services without additional compensation. Consultant shall also be liable for claims 8 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 9 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Citymaytermirrate 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 day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any term ination 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 10 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. _ .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 11 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 (305) 416-1800, VIA EMAIL AT PUELICRECORDSC MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. 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 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 attorney's fees, to the extent caused by the negligence, reckletsness, 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 permitted work, 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 appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's 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 performed 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. 12 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided -to -the -City -all -insurance required -hereunder-and -the -City's Risk -Management -Administrator or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or betterrating 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 minimal 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 $1,000,000.00 per claim, $1,000,000.00 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 one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. 13 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price. and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it 14 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. Gonzelez, Ph.D. City Manager Office of the City Manager City of Miami 444 S.W. 2" Avenue, 10th Floor Miami, Florida 33130-1910 Email: ETGonzalezamiamigov.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: annieoerez(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: 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(a.miamigov.com Phone: 305-416-1225 For Consultant: Antonio G. Acosta, PE President A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115 Doral, FL 33178 Email: agacostac 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. Ail 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 15 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 "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 oflhe sub Lions of such S ion, 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. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state and local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 16 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, Including Titles I and II of the ADA (regarding nondiscrimination on the basis of —disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 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 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 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. 17 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 18 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Ent . L-HOtP, Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Todd B. Han c rai Clerk APPROVED AS TO INSURANCE REQUIREME S: An M ie 'j rpe, Director Risk Manag 'ment Department A&P Consulting Transportation Engineers, Corp., a Florida Corporation Print Name, Title of Authorized Officer or Official (Corporate Seal) Signature 1 k )41 U(IiQ;) CITY OF MIAMI, a municipal corporation of the State of Florida mill. i Go zalez, Ph.D., City Manager APPR;;r3.5_9_,AL FORM AND CO E ictoria N ehidez.Gity`Attorney /8 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. 19 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) HEREBY CERTIFY that at a meeting of the Board of Directors —of A$� Caisuil'1fl%5 TV4Vasy0VIAtipil Etn16r4101 , a corporation organized and existing under the laws of the State of Viovid°t , held on the `"day of 'Toil , 2-61 , a resolution was duly passed and adopted authorizing (Name) ''r14:2,5 M. &E I-h,r-,, as (Title) V. P. of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WIT ; ESS WHEREOF, I have hereunto set my hand this cl , day of �v 20 ) 1 l Secretary: Print: C611-14:10 . C- i=-p-•i�r�1'E . CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the __day of , 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 20 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 -A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must -submit a joint -venture -agreement indreetrng that-tlie 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 F ti of c4 a ) SS: COUNTY OF Mary S�GidQ, The foregoing instrument was acknowledged before me this, day of , who is personally known to me o r1 o F .. roduc: d as identification ah who (d11d 7 did r •) t. P oath. ) ,20 7 by CGV(OS M. IAiI - Mere( P NAME 0 LiaraffitiTil CEeEIIRO Matof Rot* Commission di 11 220061 MY Comm. Erprre, A 18 O A t• • lib, 21 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 -A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 9 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide comprehensive civil engineering services for the City of Miami (City), including but not limited to; project management, complete planning and design services, programming, pavement analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed assessments and recommendations, cost estimates, opinions of probable construction cost, review of work prepared by Subconsultants and other consultants; field investigations and observations, construction contract administration, post design services, preparation of bid and construction documents, provide recommendations and construction documents and other related civil engineering services as needed for completed and permitted project(s) as assigned by the City. Consultant shall provide professional Civil Engineering Services for project(s) for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive professional civil engineering services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending an the needs of the City for the project(s). Consultant shall furnish, as Basic Services, comprehensive professional civil engineering services for the project(s). The Work shall include planning and complete engineering design services, construction documents, construction administration, and various reports for roadway reconstruction or resurfacing; drainage improvements; storm water management; sea level rise and resilience; swale restoration; curbs, gutters, sidewalks, and lighting improvements; landscaping; traffic calming devices; seawalls and baywaiks; signage and striping; verification of City's Pavement Analysis Report within the project(s) area; digital recording of existing conditions in the project(s) area; research 311 calls for various complaints; and any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs for the Work. 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 further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 OVERVIEW OF CIVIL ENGINEERING SERVICES Consultant agrees to provide complete civil engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the project(s) at all times to ensure its performance as specified in this Agreement. 22 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and a fro it ce to Proceed wlththe next task has been Issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Chapter 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 measurements, dimensions, designs, drawings and specifications, included in the Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its all measurements, dimensions, designs, drawings and specifications, included in the Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its measurements, dimensions, designs, drawings and specifications included in the Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project(s) will be designed and constructed. A2.01.2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptuals and the remaining items will be called Designs. A2.01.3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01.4 Consultant shall hire the appropriate subcontractor to provide civil engineering services which are not in-house. Surveys shall include the location of all site structures including all utility structures and facilities. Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this Work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 ANALYTICAL REVIEW Consultant shall verify the City's Pavement Analysis Report within the Project area; digitally record existing conditions in the Project area; research 311 calls for various complaints, especially drainage complaints; and digitally record. the Project area during significant rain events. A2.03 SCHEMATIC DESIGN A2.03-1 Recommended Course of Action Consultant shall prepare and present, in writing, for approval by the Project Manager, a Recommended Course of Action (RCA) for the areas comprising the Project. The RCA shall include, but is not limited to: 1. Street name limits. 2.Recommended remediation efforts to bring the subject street up to a minimum "good" rating as outlined in the Citywide Pavement Analysis Survey. 3.A detailed cost estimate for design and construction that maximize the number of streets that would be upgraded from poor to at least good. 4.A design and construction schedule for the recommended Course of Action. 23 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved RCA, Consultant shall prepare and present the following in writing: 1 Tie -design parameters -to-be-used- for -eachstreet-being-impr-oved-(i.e.; reconstruction, milling and resurfacing, etc.). 2.The submittal requirements for each street. 3.The final cost estimate for design and construction. A2.05 CONSTRUCTION !DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1.A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2.The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3.An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5.A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1 6. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 7. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies submittals for which the Contractor shall be responsible for design. 8.Consultant shall submit the special or supplemental terms and conditions separate from the technical specifications. 9.Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.05-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify 24 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Construction Documents and assist in the rebidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by OCI of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.06 BIDDING AND AWARD OF CONTRACT A2.06.1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 Issuance of Bid Documents, Addenda and Bid Opening 1.The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2.The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda clarifications or responses shall be issued by the City. 3.The Consultant shall prepare revised plans, if required, for the City to issue to all prospective bidders. 4.The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all pre -bid meetings and when warranted, require attendance of Subconsultants at such meetings. 5.The Consultant will be present at the bid opening, if requested by the City, A2.06-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1.Approve an increase in the Project cost and award a Contract; 2.Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. 25 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Note: Under item three (3), above, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07-1 The Construction Phase shall begin with the issuance of the NTP and shall end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.07-3 The Consultant, as the representative of the City during the Construction Phase shall visit the Project site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress of the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant shall be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.07-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do the same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as - built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction adm inistration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.07-6 Based on observations at the Project site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated, and that the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: 1.A detailed evaluation of the Work for conformance with the contract upon substantial completion; 2.The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 26 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT EXHIBIT 1 4.Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant shall prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.07-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.07-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute Section 218.70, Florida Prompt Payment Act. A2.07-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.07-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, 27 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2 07 1a The-Consultant_shallrnonitor and —provide —assistance —in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.07-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "Record Set" of drawings and other documents, the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the Contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications shall be the Consultant's responsibility to incorporate into the "Record Set" of drawings and other record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents shall be furnished to the City free of charge by the Consultant. A2.07-13 The Consultant shall furnish to the City one complete set of "Record Set Drawings", in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable to the City. A2.07-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.08 TIME FRAMES FOR COMPLETION OF PROJECT The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Development of Objectives TBD during Negotiations Analytical Review TBD during Negotiations Schematic Design TBD during Negotiations Design Development TBD during Negotiations 30% Construction Documents TBD during Negotiations 60% Construction Documents TBD during Negotiations 90% Construction Documents TBD during Negotiations Dry — Run Permitting TBD during Negotiations Final Construction Documents TBD during Negotiations Bidding and award of Construction Contract TBD during Negotiations Construction Contract Administration TBD during Negotiations ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL 28 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment "B", Section B3.05. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-4 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against the City in any proceeding during the course of this Agreement. A3.02-6 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 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 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the City. A4.01-6 Other: Items not indicated in Section 4.01 when authorized by the City. 29 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL. SERVICES AGREEMENT - EXHIBIT 1 The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or their designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as per Section A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform its services. Investigative services in excess of "Development of Objectives/Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. 30 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL. SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Biscayne Engineering Company, Inc. Surveying and Mapping J. Bonfill and Associates, Inc. Surveying and Mapping Curtis+Rodgers Design Studio Landscape Architecture Tindale-Oliver and Associates, Inc. Civil Engineering Geosol, Inc. Geotechnical Engineering SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Antonio Acosta, P.E. Principal Eithel Sierra, P.E. Sr. Project Manager Alejandro Leon, P.E. Project Manager Elio Espino, P.E., PhD, PTOE Senior Engineer Lazard Ferrero, P.E. Project Engineer Raul Emilio Garcia CADD Technician Jorge Abela Inspector Joel Rey, P.E. Principal Demian Miller, AICP Principal Allan Sequeira, P.E. Project Manager Paola Baez, P.E. Senior Engineer W.T. Bowman, P.E. Sr. Project Manager Andrew Stastney, P.E. Project Engineer Anthony Chaumont, PE Project Engineer Scott Michael CADD Technician Abel Espino CADD Technician Aida Curtis Landscape Architect 31 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Jennifer Rogers Landscape Architect Mariana Boldu Landscape -Architect Ruben Colon CADD Technician Julio Persivale CADD Technician Oracio Riccobono, P.B. Project Manager Adnan Ismail, P.E. Senior Engineer Juan C. Gonzalez, E.I. Project Enigneer Mohammad Khalid, E.I. CADD Technician Jacqueline Bongill Gee Sr. Project Manager Eugene Collings Project Manager Oria Jannet Suarez Professional Surveyor/Mapper Cesar Borroto CADD Technician Gonzalo Paz Proffesional Surveyor/Mapper Moniza Rodriguez Surveyor Support Staff Mike Bartholomew, PSM Sr. Project Manager Luis Gaztambide, PSM Project Manager X. Antonio Negrin, PSM Proffesional Surveyor/Mapper Israel Gonzalez CADD Technician Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. 32 ATTACHMENT B - COMPENSATION ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1 01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put Into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and jab categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, with the exception of Principals' compensation, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, 33 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION milestones and deliverables identified under the Scope of Work as exemplified in Schedule B2 - Wage Rates Summary. B2,O5 EMPLOYEE BENEFIT-S AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01.1 Lump Sum Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2Modifications to Lump Sum If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3Lump Sum Compensation It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure B3.02-2 Conditions for Use Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man- hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. 34 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at http://www.miamidov.com/MiamiCaoital/forms.html. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the OCI website at htto:/1www.miamigpv.com/MiamiCapital/forms.html. Failure to submit 35 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION 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 projector task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. • B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. 36 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 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. 37 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION ATTACHMENT B - COMPENSATION SCHEDULE B1 -- WAGE RATES SUMMARY JOB CLASSIFICATION Principal Sr. Project Manager Project Manager Sr. Engineer Project Engineer Landscape Architect Professional Surveyor/Mapper CADD Technician Inspector 3 Man Crew Party 4 Man Crew Party NEGOTIATED HOURLY RATE $180.00* $61.80 $53.56 $53.56 $46.35 $35.02 $43.26 $21.00 $23.69 $972.32* $1,212.61* ADJUSTED AVERAGE HOURLY RATE (2.9 Multiplier Applied) $179.22 $155.32 $155.32 $134.42 $101.56 $125.45 $60.90 $68.70 ADJUSTED AVERAGE HOURLY RATE (2.4 Multiplier Applied $148.32 $128.54 $128.54 $111.24 $84.05 $103.82 $50.40 $56.86 (*) Flat rate, no multipliers applied. 38 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ATTACHMENT B - COMPENSATION ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE c., r ini .i Y - '�, to � _.' c. =-iY.i.rYY �::, ! Y'-€.Ak, ..� v� 4i - 6 ` . rhi . r+i`. yf5i ' -#+ '*'- < ° �1..: r .n . - "... ....ivmi r''fi4 ?H:..s.x...`h To: ATTN: From: NOTE• - City -of Miami Office of Capital improvements (OCI) 444 SW end Avenue - 8th Floor Miami, FL 33130 Invoice Number: Invoice Dater Page: Invoice Period: Contract No.: Contract TILIe: Project No.: Project Name: Purchase Order NO.: Work Order No: Month 00, 0000 - From: :Month 00, 0000 To: Month DO, DOD Invokes received post 0:00 PM MI too stampedw0.h the Nest Business Date Prepare Moores. properly to avoid payment delay. Each Invoice must bo signed by a Principal of the firm as designated. Attach appropr7eta hack -up documents to each invoice Sub/ail Mn 2 al ned or' coals, SERVICE CONTRACT AMOUNT % COMPLETE TOTAL EARNED TO DATE PREVIOUSLY INVOICED CURRENT INVOICE AMOUNT Schematic Design (SD) $— - $ - $ - $ - Design Development DU) $ - $ - $ - $ - 30% Construction Documents (30% OD) - . 4 - BO%Construction Documents (60% CD)- - _ 90% Construction Documents (90% CD) $ - - $ - $ - 100%Gonstr,,oIhn Documents (100% CD) - Dry Run Permitting - - - Bidding or Negut ton Phase - - - $ - Construcllun Administmtlon (CA) - - $ - - $ - $ - _.$ - $ $ - _____$_ $ - $ - L. - $ - $ - $ - $ - $ - - $ - $ - $ - $ -.._L Reimbursable Expenses $ - $ - $ - $ - 1. (Tins} $ - $ - $ - $ - ISBN. $ - • $ - $ - $ - 3. (Tine) $ - $ - $ - $ - $ - $ - $ $ Additional Services $ - $ - $ - $ - 2. (Title) $ - $ - $ - $ - s: 1_(2e) - - $ - - _$_ $ - $ - $ - _$ $ TOTAL: Prior to This Invoice Remaining Contract Balance: $ - $ - $ • $ - Subtotal: $ - l $ - Deductions: - Total Due : $ TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: a119900 ING DOCUMENTS CHECKLIST: Acnw0on Lotter Supporting Addn'onal of Phase ddng Invoiced Documents for !mica: Cons0uo0on status Raper' (Signature of Prlaolpal) Final Payment Doeumentso Eunice Authorimlions: (Type Wm* and Title of Principal) CITY OF MIAMI APPROVAL: AREA TO BE COMPLETED BY CITY OF MIAMI DATE 910NATURE. bale Received GIP; PROJECT MANAGER GRIEF PROJECT MANAGER Hector Badia Data Received for Payment Processing (Budget Department): ASSISTANT DIRECTOR Steven C. Williamson DIRECTOR 39 Civil Engineering Services for Miscellaneous Projects RFQ 16-17-063 - A&P Consulting Transportation Engineers, Corp. ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this day of , 20 , between the City of Miami, a Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida profit corporation ("Assignor"), and CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 575 Broadway, Albany, New York 12207 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 17- 18-026 for the provision of Civil Engineering Services for West Grove Roadway Improvements to the Consultant ("Contract"); and WHEREAS, on August 14, 2019, the Contract was executed between Assignor and the City; and WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said 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;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2022, granted approval and consented to the assignment of the Contract upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Contract between the City and CHA for the provision of Civil Engineering Services for West Grove Roadway Improvements contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Contract, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Contract, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee To the Cit John Hensley, Jr. Infrastructure Sector President/Executive Vice President CHA Consulting, Inc. 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: jhensley©chacompanies.com Phone: 305-592-7283 Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 2 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: M i r_ 1„, i i. 2 i u 1t Title: ,S"e c. r r.. t a (Corporate Seal) ATTEST: ` totitlicro144 oo` SEAL• '••,Nkjv 1op;, ��i •.......... ' f,10,1 rriri*�r+►t�tttt*4k By: `ems(,,.. t A Print Name: NJ i 14K i c. D at- +tire Title: A ia.(nd" secret4-vij (Corporate Seal) i 4 "Assignee" CHA CONSULTING, INC., a foreign profit corporation authorized to conduct business in Florida Print Name: Ja 1nr/f-lc.h �+ cv�. Jr'. Title: Ex ee-u1 -'e... V c..i. Pr es i d.Q.rvt (Authorized Corporate Officer) "Assignor" A&P Consulting Transportation Engineers Corp., a profit corporation authorized to' conduct business in Florida By: Print Name: Jo k i--I e r. tr e , Jr. Title: fritsj 41-e Kit (Authorized Corporate Officer) Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 5 EXHIBIT "A" June 15, 15, 2022 Via E-mail Only Arthur Noriega, City Manager Office of the City Manager City of Miami 44 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 anoriega@miamigov.com Annie Perez, CPPO, Director Department of Procurement City of Miami 44 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 annieperez@miamigov.com Victoria Mendez, City Attorney Office of the City Attorney City of Miami 44 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 victoriamendez@miamigov.com Dear Ladies and Gentlemen: As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting and construction management firm delivering sustainable, integrated solutions to the world's most challenging infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to support the growing needs of our collective transportation and water/wastewater clients. Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active contracts to CHA effective as of that date. The professionals providing the services under those contracts will remain the same; the resources they can call upon, however, will expand significantly. If you consent to the assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C. Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any assignment -related questions you may have. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 T 305.592.7283 • www.chacompanies.com 6 EXHIBIT "A" Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118 or by e-mail at emsierra@apcte.com. Sincerely, A&P CONSULTING TRANSPORTATION ENGINEERS CORP. t--- ,tit Antonio G. \\costa Vice President CHA CONSULTING, INC. John Hensley, Jr. Infrastructure Sector President Executive Vice President cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only) Office of Capital Improvements EXHIBIT "A" CONSENT TO ASSIGNMENT OF CONTRACTS City of Miami hereby consents to the assignment of the following agreements, and any task orders or work assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc., effective July 2, 2022: Agreement Name Date Professional Services Agreement (RFQ No. 20-21-011) Professional Services Agreement (RFQ No. 20-21-005) August 17, 2022 May 19, 2022 Professional Services Agreement (RFQ No. 18-19-012) Professional Services Agreement (RFQ No. 17-18-026) October 25, 2019 August 14, 2019 Professional Services Agreement (RFQ No. 17-18-031) August 14, 2019 Professional Services Agreement (RFQ No. 16-17-063) August 16, 2018 City of Miami By: (Signature) Name: Title: Date: C"A Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Amendment to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and the Corporation's Executive Vice President and the Secretary are hereby authorized and directed to execute the Amendment in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 1 ``* day of Sep7e►snbrr2022. Ctt i't Co vt f u LtLv� , I n c . (Corporation) A N+r,v.(State) corporation (sign) Print Name: NI LcL,.tel A. PIa , TITLE: (sign) Print Name: J o h n i-1 e v. s l ey , J r. x e c Lttr v1e. V' .t Pr e s d-1PN 9 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for West Grove Roadway Improvements EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX 10 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Civil Engineering Services for West Grove Roadway Improvements Project Specific A&P Consulting Transportation Engineers, Corp. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 SCOPE OF SERVICES 7 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.04 COMPENSATION 7 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 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 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 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 9 ARTICLE 6 TERMINATION OF AGREEMENT 9 6.01 CITY'S RIGHT TO TERMINATE 9 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 10 7.03 RE -USE BY CITY 10 7.04 NONDISCLOSURE 10 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 12 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 12 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 13 ARTICLE 10 MISCELLANEOUS 13 10.01 AUDIT RIGHTS; INSPECTION 13 10.02 ENTIRE AGREEMENT 13 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 14 10.07 INTERPRETATION 15 10.08 JOINT PREPARATION 16 10.09 PRIORITY OF PROVISIONS 16 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 17 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 10.20 SEVERABILITY 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 23 ARTICLE A2 OVERVIEW OF CIVIL ENGINEERING SERVICES 23 A2.01 DEVELOPMENT OF OBJECTIVES 23 A2.02 SCHEMATIC DESIGN 23 A2.03 DESIGN DEVELOPMENT 24 A2.04 CONSTRUCTION DOCUMENTS 25 A2.05 BIDDING AND AWARD OF CONTRACT 26 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 26 A2.07 TIME FRAMES FOR COMPLETION 29 ARTICLE A3 ADDITIONAL SERVICES 29 A3.01 GENERAL 29 A3.02 EXAMPLES 29 A3.03 ADDITIONAL DESIGN 30 ARTICLE A4 REIMBURSABLE EXPENSES 30 A4.01 GENERAL 30 A4.02 SUBCONSULTANT REIMBURSEMENTS 30 ARTICLE A5 CITY'S RESPONSIBILITIES 31 A5.01 PROJECT AND SITE INFORMATION 31 A5.02 CONSTRUCTION MANAGEMENT 31 SCHEDULE Al - SUBCONSULTANTS 32 SCHEDULE A2 - KEY STAFF 32 ATTACHMENT B - COMPENSATION AND PAYMENTS 33 ARTICLE B1 METHOD OF COMPENSATION 33 B1.01 COMPENSATION LIMITS 33 B1.02 CONSULTANT NOT TO EXCEED 33 ARTICLE B2 WAGE RATES 33 B2.01 FEE BASIS 33 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 33 B2.03 MULTIPLIER 33 B2.04 CALCULATION 33 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 34 B2.06 ESCALATION 34 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 34 B3.01 LUMP SUM 34 B3.02 HOURLY RATE FEES 34 B3.03 REIMBURSABLE EXPENSES 34 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 35 B3.05 FEES FOR ADDITIONAL SERVICES 35 B3.06 PAYMENT EXCLUSIONS 35 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 35 ARTICLE B4 PAYMENTS TO THE CONSULTANT 35 B4.01 PAYMENTS GENERALLY 35 B4.02 FOR COMPREHENSIVE BASIC SERVICES 36 B4.03 BILLING - HOURLY RATE 36 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 36 B4.05 DEDUCTIONS 36 ARTICLE B5 REIMBURSABLE EXPENSES 36 B5.01 GENERAL 36 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 36 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37 B6.01 GENERAL 37 SCHEDULE B1 - WAGE RATES SUMMARY 38 SCHEDULE B2 - CONSULTANT INVOICE 39 ARTICLE C INSURANCE REQUIREMENTS 37 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Civil Engineering Services for West Grove Roadway Improvements Project Specific (RFQ No. 17-18-026) A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115, Dora!, FL 33178 Section 18-87, City of Miami Code TBD I - 0--1 5 7 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this I' day of 5 in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and A&P Consulting Transportation Engineers, Corp., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 17-18-026 on April 20, 2018 for the provision of Civil Engineering Services for West Grove Roadway Improvements ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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 tows "CCNA"), and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City' without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.13 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 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. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of construction of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is incorporated into and made a part of this Agreement. 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://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. 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the City, exceed $272,786.12, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. Said fee is comprised of a fee for Basic Services of $207,901.06 plus $64,885.06 for Additional Services. 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 expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts and other limitations on compensation, as applicable. 2.04-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another person or firm. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 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, Chapter 471 (Engineering), and Chapter 481(Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1,28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written 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 specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to 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. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant 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 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings, or otherwise required by law, 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, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") 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 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 attorney's fees, to the extent caused by the negligence, 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 work, even if it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel 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 cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also 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. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly , preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. 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 Subconsultant 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, also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance to Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and Risk Administrator within ten (10) business days of written request. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 minimal 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 $1,000,000.00 per claim, $1,000,000.00 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 one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 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. 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. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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©miamiqov.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: VictoriaMendez(@,,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: SWilliamsonna,miamigov.com Phone: 305-416-1225 For A&P Consulting Transportation Engineers, Corp.: Antonio Acosta President A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115 Doral, FL 33178 Email: AGAcosta(aapcte,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 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 whole, including all 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. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 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 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 regulations, upon thirty (30) calendar days' notice. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 10.20 Severability If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply of there is a material breach of this Agreement causing cancelation or cancellation for convenience. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Print Name, Title ATTE 61) Consultant (Affirm Consultant Seal, if available) ATTEST: Todd B. Hann , C,it CI rk/ • r. %r APPROVED ABET REQUIREMENTS; URANCE 1 Ann Marie Share, Director Risk Man geme t Department A&P Consulting Transportation Engineers, Corp., a Florida Corporation 47 Signature P'Lo 5i 1-Ps Print Name, Title pr- S Gl (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Flori•a Emilif G.nzalez, Ph. City Manager APPROVED AS TO LEGAL FORM AND c0 RECT ESS: dez, City Attorney 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of eU U )41- a) a corporation organized and existing under the laws of the State of'— , held on the I'®t day of ��► , resolution was duly passed and adopted authorizing (Names yn vi t - . as (Title) ,"�ed- -°'�— of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20I�. Secretary Print:C' rI CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) that at a meeting of the Board of Directors of , a partnership organized and existing under , held on the _day of , a resolution adopted authorizing (Name) as 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 HEREBY CERTIFY the laws of the State of was duly passed and (Title) 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 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 NOTARIZATION SS: COUNTY OF �` ) The foregoing instrument was acknowledged before me this 1 day of YL)' '' e= , 20 1G , by CC-tr. I S t`-" - GI‘ t -- t--« C' who is personally known to me or w • h s prod c-d as identification d who (did / did not) to e a /', ath. SIGNAT F NOTARY '11J% IC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC 18-2157 Y PVC Notary Public State of Florida Giset Femandez-Abela My Commission GG 089382 of vExpires 07/23/2021 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall perform the specialty design work for the West Grove Roadway Improvements Project. The City of Miami's (the "City') intention is to complete the roadway reconstruction project to alleviate traffic safety concerns in accordance with the Scope of Services described in Request for Qualifications ("RFQ") 17-18-026 and this Agreement. The Consultant shall provide comprehensive civil engineering design services for the City, including but not limited to, design engineering services fqr road reconstruction including, but not limited to, drainage improvements, stormwater modeling, sidewalks, Americans with Disabilities Act ("ADA") compliant ramps, curb and/or gutter structures, pavement markings and striping, roadway signage, utility coordination, design development, construction permitting, bidding and construction administration, review of work prepared by Subconsultants and other consultants, commissioning, public meetings, assessments, field investigations and observations, construction supervision, as -built documentation, post design services that include construction administration, preparation of bid and construction documents, provide recommendations, and other related civil engineering services as needed to complete the Project. Consultant shall provide professional civil engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA). The City may also require the Successful Proposer to perform surveying (three-man and four -man crews), geotechnical investigations and testing, landscaping architecture, roadway lighting, traffic signalization, public involvement, and related services necessary for the design and preparation of construction documents for the Project. Consultant shall provide design, construction documents, construction administration and related services necessary for the design, construction engineering and inspection services for the Project. A1.01 SCOPE OF SERVICES A1.01-1 The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive professional civil engineering services for the Project. A1.01-2 The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Order Proposals and Work Orders. A1.02 WORK ORDERS The project is divided into two phases: Phase I is the project area that is bounded by Day Avenue from the North, SW 37th Avenue to the East, Grand Avenue to the South, and Brooker Street to the West. Phase II is the project area that is bounded by Grand Avenue at the North, South Douglas Road to the East, Charles Terrace to the South, and Jefferson Street to the West. The Consultant for this project is required to commence with Phase I of the project first. Upon Phase I completion of the design and permitting, the Consultant shall commence with the Phase II design. When OCI has determined that a specific phase of the project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to 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 CIVIL ENGINEERING SERVICES Consultant agrees to provide complete civil engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, County and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed Project that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs, A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.02 SCHEMATIC DESIGN A2.02-1 DESIGN CONCEPT AND SCHEMATICS REPORT Consultant shall prepare and present, in writing and at an oral presentation, if requested, for approval by the City, a Design Concept and Schematics Report, comprised of a Statement of Probable Construction Cost, Design 30%, 60%, 90% and Final Construction Drawings, Project Development Schedule and review of Constructability Review reports. 1. A Statement of Probable Construction Cost, Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 estimated costs per each element and similar Project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. 2. The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. 3. Constructability Review reports shall be conducted by the City and/or the Consultant at design stages deemed necessary by the Project Manager. Consultant shall provide five (5) additional deliverable plan sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to the City. Consultant shall provide written responses to all comments within two (2) weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the Project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Review would be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 1. The Design Development Documents shall consist of drawings (site plans, elevations, and sections), outline specifications, and other documents. 2. Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan 3. The updated Development Schedules shall show the proposed completion dates of each milestone of the Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. 5. Constructability Review reports. 6. Prepare a summary report and/or Design Development drawings on various options for road and drainage improvements. 7. Review any geotechnical report for structural concerns and for the recommended foundation system. 8. Assist the City in preparing a preliminary opinion of costs and an outline of specifications. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. Assist, if required, in obtaining approval by appropriate review agencies. 6. Assist, if required, with manufacturer or supplier recommendations. 7. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 8. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit to the City four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) calendar days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up on permitting activities at the 30%, 60% and 90% and Final stages of the design during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by OCI of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that, in the opinion of the Consultant, is caused by the requirement(s) of such. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend any and all pre -bid meeting(s) and require attendance of Subconsultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids received to determine the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item three (3), above, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the issuance of the NTP to the chosen Contractor and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on - site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report from all meetings it is asked to attend. Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or Subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions, A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as - built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amounts as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the qualityof the Work is in accordance with the contract and the Contractor is entitled to the amount stated on the requisition subject to: 1. A detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within a maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in their reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of OCI. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute Section 218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, their recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall, in conjunction with representatives of the City and the Contractor, prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list, the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor, upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, warranties, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, laws, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to: 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system; 2) initial start-up and testing, adjusting and balancing of equipment and systems; and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 specific conditions. In preparing the "Record Set" documents, the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "Record Set" and record documents. Changes made in the field to suit field conditions, or otherwise made by the• Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings", in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable to the City. A2.06-14 The Consultant shall furnish to the City a simplified site plan reflecting "as -built" conditions with graphic scale and north arrow. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Development of Objectives TBD during Negotiations Schematic Design TBD during Negotiations Design Development TBD during Negotiations 30% Construction Documents TBD during Negotiations 60% Construction Documents TBD during Negotiations 90% Construction Documents TBD during Negotiations Dry— Run Permitting TBD during Negotiations Final Construction Documents TBD during Negotiations Bidding and award of Construction Contract TBD during Negotiations Construction Contract Administration TBD during Negotiations ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 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 Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense, A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Gardner + Semler Landscape Architecture (GLSA) Landscape Architects Biscayne Engineering Company, Inc. Survey Geosol, Inc. Geotechnical Engineering InfraMap, Corp. Subsurface Engineering Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Eithel M. Sierra Senior Project Manager Lazaro Ferrero Senior Engineer Eduardo Martinez Senior Engineer Alejandro Leon Project Engineer Yuriel Addine Project Engineer Ivonne Lau CADD Technician Elizabeth Celeiro Clerical 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 CONDITIONS FOR USE Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man- hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://www.miamigov.com/MiamiCapital/forms.html. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three (3) months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://www.miamigov.com/MiamiCapital/forms.html. Failure to submit invoice(s) within sixty (60) calendar 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. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: 85.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. 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 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B SCHEDULE BI - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED LOADED HOURLY RATE (2.9 Multiplier) Senior Project Manager $61.80 $179.22 Senior Engineer $53.56 $155.32 Project Engineer $46.35 $134.42 CADD Technician $21.00 $60.90 Clerical $17.00 $49.30 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE To: ATTN: ............... City of Miami Capital Improvements & Transportation Program 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: Invoice Date: Month 00, 0000 Page: From:_ .. .. .. .........._ _............... _____. ..._..... ......... ... ............... _. .......... Invoice Period. ._... Contract No.: From: To: Month 00, 0000 Month 00, 0000 Contract Title: Project No.: NOTE: ---------- __........__. _ Project Nara, rPrepare Invoices properly to avoid payment delay. Submit signed originals only. Each Invoice must be signed by a Principal of the firm as designated. Attach appropriate back-up documents to each Involoe. Purchase Order No.: Work Order No: SERVICE. CONTRACT AMOUNT % COMPLETE TOTAL EARNED TO DATE PREVIOUSLY INVOICED -CURRENT INVOICE AMOUNT Schematic Design (SD) $ - $ - $ Design Development (DD) $ - $ - $ - $ _ 30% ConstruotioaDocuments139%_CD) 90%.C.onstructloo.DooumsntaidCPA.CD.) 90%Construction Documents NOV. $ - $ - $ - $ - .............. CD) $.... _.... ......._.,-.. :.. .. $ - .._,..._... ._._ $........ .._ _.....,, $ - $ . $ - $ $ - 100% Construction Documents (100% CD) $ - $ - $ - $ - DryRunPermitting $ - $ - $ - $ _ Blddlnq or Negotiation Phase $ - $ - $ - $ _ Construction Administration (CA) $ - $ - $ - $ _ - $ - $ - $ - $ $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ $ - $ - $ - Reimbursable Expenses $ - $ - $ - $ - 1. (Title) $ - $ - $ 2. (Title) $ - $ - $ 3. (Title) $ - $ - $ - $ - $ - $ - $ - $ - Additlonal Services $ - $ - $ _ $ _ 1. (Title) $ - $ - $ - $ - 2. (Title) $ - $ - $ 3. (Title) $ - $ - $ - $ _ $ _ $ - $ - $ - Prior to this Invoice Remaining TOTAL: $ - $ $ - $ - Contract Subtotal: $ - $ Deductions: Total Due : $ - TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE MIS CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Activation Supporting Additional Letter of Phase being Inwlced: Documents for Inwice: Construction Status Report: (Signature or Principal Final Payment Documents: Service Authorizations' (Type Name and Title of Principal CITY OF MIAMI APPROVAL: DO NOT COMPLETE. TO BE COMPLETED BY CITY OF MIAMI DATE . . , SIGNATURE _? Date Received CFTP: Date Received for Payment Processing (Budget Department): Finance Validation: PROJECT MANAGER TEAM LEADER CHIEF OF DESIGN Hector Badia ASSISTANT DIRECTOR Jeovanny Rodriquez, P.E. DIRECTOR 18-2157 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT C - INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR THE PROFESSIONAL SERVICES AGREEMENT WITH A&P CONSULTING TRANSPORTATION ENGINEERS, CORP. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos - Any One Accident B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability $ 100,000 for bodily injury caused by an accident, each accident $ 100,000 for bodily injury caused by disease, each employee $ 500,000 for bodily injury caused by disease, policy limit IV. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Retro Date Included 18-2157 $ 2,000,000 $ 2,000,000 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 V. Network Security and Privacy Injury (Cyber Liability) If Applicable Each Claim $ 2,000,000 Policy Aggregate $ 2,000,000 Retro Date Included Consultant agrees to maintain professional liability/Errors & Omissions coverage, along with Network Security and Privacy Injury (Cyber) coverage, if applicable, for at least 2 years after termination of the contract period subject to continued availability of commercially reasonable terms and conditions of such coverage. VI. Umbrella Liability/Excess Liability Each Occurrence Policy Aggregate $ 1,000,000 $ 1,000,000 City of Miami listed as an additional insured. Coverage follows all lines of applicable coverage contained herein. The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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 and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 18-2157 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this day of , 20 , between the City of Miami, a Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida profit corporation ("Assignor"), and CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 575 Broadway, Albany, New York 12207 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 17- 18-031 for the provision of Civil Engineering Services for Miami River Greenway Curtis Park East to the Consultant ("Contract"); and WHEREAS, on August 14, 2019, the Contract was executed between Assignor and the City; and WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said 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;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2022, granted approval and consented to the assignment of the Contract upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Contract between the City and CHA for the provision of Civil Engineering Services for Miami River Greenway Curtis Park East contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Contract, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Contract, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee To the Cit John Hensley, Jr. Infrastructure Sector President/Executive Vice President CHA Consulting, Inc. 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: jhensley©chacompanies.com Phone: 305-592-7283 Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 2 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: M aid A• PialT Title: erre ret (Corporate Seal) ATTEST: V2 ` 0%IIt"f++rl 4= 00F' o S1JA • • ��•� .96.4 n By: `e4„ LA Print Name: C ."�r�. A Title: Asp k 4^,VPLtn-i• Screi-rti"0 (Corporate Seal) \ 4 "Assignee" CHA CONSULTING, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: t j 6 L, e j dr. Title: E\c.ect.t r-k.r.L \f'i c1k res elo-hfi (Authorized Corporate Officer) "Assignor" A&P Consulting Transportation Engineers Corp., a profit corporation authorized to conduct business in Florida Print Name: Jake Hen,1 ed Title: Proms, cad Y1t (Authorized Corporate Officer) Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 5 EXHIBIT "A" June 15, 15, 2022 Via E-mail Only Arthur Noriega, City Manager Office of the City Manager City of Miami 44 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 anoriega@miamigov.com Annie Perez, CPPO, Director Department of Procurement City of Miami 44 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 annieperez@miamigov.com Victoria Mendez, City Attorney Office of the City Attorney City of Miami 44 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 victoriamendez@miamigov.com Dear Ladies and Gentlemen: As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting and construction management firm delivering sustainable, integrated solutions to the world's most challenging infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to support the growing needs of our collective transportation and water/wastewater clients. Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active contracts to CHA effective as of that date. The professionals providing the services under those contracts will remain the same; the resources they can call upon, however, will expand significantly. If you consent to the assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C. Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any assignment -related questions you may have. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 T 305.592.7283 • www.chacompanies.com 6 EXHIBIT "A" Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118 or by e-mail at emsierra@apcte.com. Sincerely, A&P CONSULTING TRANSPORTATION ENGINEERS CORP. t--- ,tit Antonio G. \\costa Vice President CHA CONSULTING, INC. John Hensley, Jr. Infrastructure Sector President Executive Vice President cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only) Office of Capital Improvements EXHIBIT "A" CONSENT TO ASSIGNMENT OF CONTRACTS City of Miami hereby consents to the assignment of the following agreements, and any task orders or work assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc., effective July 2, 2022: Agreement Name Date Professional Services Agreement (RFQ No. 20-21-011) Professional Services Agreement (RFQ No. 20-21-005) August 17, 2022 May 19, 2022 Professional Services Agreement (RFQ No. 18-19-012) Professional Services Agreement (RFQ No. 17-18-026) October 25, 2019 August 14, 2019 Professional Services Agreement (RFQ No. 17-18-031) August 14, 2019 Professional Services Agreement (RFQ No. 16-17-063) August 16, 2018 City of Miami By: (Signature) Name: Title: Date: C"A Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Amendment to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and the Corporation's Executive Vice President and the Secretary are hereby authorized and directed to execute the Amendment in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this 14.1- day of ,Ce-fi evv-bef2022. CHA CD \ L. LA•.9, 1hc. A r.Iew ya v'K. (Corporation) (State) corporation Print Name: M % chit 21 A • P I ac rT , TITLE: .S'e-c r (sign) Print Name: ,H err tx e cut- o ke._ Vcar Prc,f d- v 1 9 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Civil Engineering Services for Miami River Greenway Curtis Park East EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX 10 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Civil Engineering Services for Miami River Greenway Curtis Park East Project, B-183603 Project Specific A&P Consulting Transportation Engineers, Corp. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 SCOPE OF SERVICES 7 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. 7 2.04 COMPENSATION 7 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 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 8 4.01 GENERAL 8 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 9 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 10 7.03 RE -USE BY CITY 10 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 12 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 13 ARTICLE 10 MISCELLANEOUS 13 10.01 AUDIT RIGHTS; INSPECTION 13 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 14 10.06 NOTICES 14 10.07 INTERPRETATION 15 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.08 JOINT PREPARATION 16 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 17 10.17 CONTINGENCY CLAUSE 17 10.18 THIRD PARTY BENEFICIARY 17 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 CIVIL ENGINEERING SERVICES 23 A2.01 DEVELOPMENT OF OBJECTIVES 23 A2.02 SCHEMATIC DESIGN 23 A2.03 DESIGN DEVELOPMENT 24 A2.04 CONSTRUCTION DOCUMENTS 24 A2.05 BIDDING AND AWARD OF CONTRACT 25 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 26 A2.07 TIME FRAMES FOR COMPLETION 29 ARTICLE A3 ADDITIONAL SERVICES 29 A3.01 GENERAL 29 A3.02 EXAMPLES 29 A3.03 ADDITIONAL DESIGN 30 ARTICLE A4 REIMBURSABLE EXPENSES 30 A4.01 GENERAL 30 A4.02 SUBCONSULTANT REIMBURSEMENTS 30 ARTICLE A5 CITY'S RESPONSIBILITIES 30 A5.0,1 PROJECT AND SITE INFORMATION 30 A5.02 CONSTRUCTION MANAGEMENT 31 SCHEDULE Al - SUBCONSULTANTS 32 SCHEDULE A2 - KEY STAFF 32 ATTACHMENT B - COMPENSATION AND PAYMENTS 33 ARTICLE BI METHOD OF COMPENSATION 33 B1.01 COMPENSATION LIMITS 33 B1.02 CONSULTANT NOT TO EXCEED 33 ARTICLE B2 WAGE RATES 33 B2.01 FEE BASIS 33 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 33 B2.03 MULTIPLIER 33 B2.04 CALCULATION 33 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 34 B2.06 ESCALATION 34 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 34 B3.01 LUMP SUM 34 B3.02 HOURLY RATE FEES 34 B3.03 REIMBURSABLE EXPENSES 34 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 35 B3.05 FEES FOR ADDITIONAL SERVICES 35 B3.06 PAYMENT EXCLUSIONS 35 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 35 ARTICLE B4 PAYMENTS TO THE CONSULTANT 35 B4.01 PAYMENTS GENERALLY 35 B4.02 FOR COMPREHENSIVE BASIC SERVICES 36 B4.03 BILLING - HOURLY RATE 36 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 36 B4.05 DEDUCTIONS 36 ARTICLE B5 REIMBURSABLE EXPENSES 36 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B5.01 GENERAL 36 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37 B6.01 GENERAL 37 SCHEDULE B1 - WAGE RATES SUMMARY 38 SCHEDULE B2 - CONSULTANT INVOICE 39 ARTICLE C INSURANCE REQUIREMENTS - 40 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Civil Engineering Services for Miami River Greenway Curtis Park East Project, B-183603 Project Specific (RFQ No. 17-18-031) A&P Consulting Transportation Engineers, Corp. 10305 NW 41st Street, Suite 115, Doral, FL 33178 Section. 18-87, City of Miami Code THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this I``"` day of AUC `' in the year 2019 by and between THE CITY OF MIAMI, FLORIDA, hereinafter .fled the "City," and A&P Consulting Transportation Engineers, Corp., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 17-18-031 on May 4, 2018 for the provision of Civil Engineering Services for Miami River Greenway Curtis Park East Project, B-183603 ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, are deemed as expressly incorporated into and made a part of this Agreement as if set forth in full herein . 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: 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 who is the Owner and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 Commission means the legislative body of the City of Miami. 1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform rework or additional work or which causes a delay to the completion of construction. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP') means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.19 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the eventofa conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments or documents deemed as being attached, as applicable, 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 Director 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 that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, landscape architectural or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of construction of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is incorporated into and made a part of this Agreement. 2.03 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as Section 18-87(p), City Code. Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Business Enterprise ("CBE"), in good standing; 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department website at http://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. 2.04 COMPENSATION 2.04-1 Compensation Limits The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the City, exceed Three Hundred Six Thousand Seven Hundred Forty Dollars and Twelve Cents ($306,740.12), as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. Said fee is comprised of a fee for Basic Services of One Hundred Eighty Eight Thousand Nine Hundred Nine Dollars and Nineteen Cents ($188,909.19), a Dedicated Allowance Account of Ninety Eight Thousand Nine Hundred Thirty Nine Dollars and Ninety Three Cents ($98,939.93) plus a Contingency Allowance of Eighteen Thousand Eight Hundred Ninety One Dollars ($18,891.00) for Unforeseen Conditions. This total is the Guaranteed Maximum Price ("GMP") for all Work by the Consultant under 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, fee, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act. 2.04-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall .be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional compensation or any damages. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1 and Chapter 481) of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services. 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 i.s 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 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written 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. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the City Manager or the Director, has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, its officials or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant 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 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT ("OCI") 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 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 (collectively sometimes referred to as "Indemnification") 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 attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct or beach of failure to perform this Agreement when due to an act or omission of Consultant and persons employed or otherwise 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, administrative, regulatory, appellate, contractual, tort, strict liability, or other claims, actions, injuries or damages arising or resulting from the permitted work, even if it is alleged that the City, its officials and/or employees were negligent. 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, defend, 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 cost and expense, to and through trial, administrative, regulatory, statutory, appellate, supplemental and/or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This Indemnity, hold harmless and duty to defend, 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. If any section is held by a final order of a court of competent jurisdiction to violate Chapter 725, Florida Statutes. It shall be severed from this Article, and the remaining paragraphs and sentences shall survive and continue in operative force and effect. 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 Subconsultant 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, also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates ofinsurance to the Risk Management Director for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) calendar days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) business days of written request. 9.03 FORMS OF COVERAGE 9.03-1 Commercial General Liability and Automobile Liability The Consultant shall maintain commercial general liability coverage written on a primary and non- contributory basis, with limits of at least $1,000,000.00 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 minimal 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 one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 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 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees excepting solely in civil 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 contractual 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: 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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: 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: victoriamendez(c�miamigov.com Phone: 305-416-1832 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 For A&P Consulting Transportation Engineers, Corp.: Antonio G. Acosta, P.E. President A&P Consulting Transportation Engineers, Corp. 10305 NW 41St Street, Suite 115 Doral, FL 33178 Email: agacosta(a 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 the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non- compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, subject to compliance with applicable laws and regulations . 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 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 regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: \PA Print Name, Title ATTEST: Consultant Seca (Affirm Consultaneal, if available) ATTEST: Todd B. Hannon, APPROVED A`' TO`IN$(JRANCE APPROVED AS TO LEGAL FORM AND EQU)REME t TS:Ff % CC RRECTNSS: A&P Consultin Corp., Signa re Prin Name, Title (Corporate Seal) Transport rporati :ion Angineers, CITY OF MIAMI, a municipal corporation of the State of Flo • onzalez, Ph.D., City Manager Ann Marie 'Sharee, Director Risk Man gem ant Department 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of p (ohSlq (1 i qq I"rct hsporit{ h ovi Ens i w¢erra corporation organized and existing under the laws of the State of Florida , held on the Iy day of liUh-e , , (919, a resolution was duly passed and adopted authorizing (Name) CGIVIos M. (Ail- WM as (Title) pore -toy of the corporation to execute agreements on behalf of the corporation and ptbviding 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 WITS ESS WHEREOF, I ve hereunto set my hand this ILI , day of 04 0-12 20 \ . Secretary: Print: • CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) that at a meeting of the Board of Directors of , a partnership organized and existing under , held on the day of , , a resolution adopted authorizing (Name) as 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 HEREBY CERTIFY the laws of the State of was duly passed and (Title) 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 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 F I b r i ) SS: COUNTY OF 9 J\ 101 lea d-Q ) The foregoing instrument was acknowledged before me this I �--I day of �j U lam. , 20 1 vl , by colt( V. (� ; I - mevr� , who is personally knawn to me or w} hoduced as identification and who (did / did not) SIG STAT "' Ran LIZABPublicTH -State fF `", � ���' NbC Public -State of Florida A 'i% 1 .. My Comm.sExpi es AprP 13, 2U23 'Nf:°4 rd luviu�I rAssn. PRINT NAME OF NOTARY PUBLIC 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall perform the specialty design work for the Miami River Greenway Curtis Park East. Project, B-183603. The City of Miami's (the "City") intention is to complete the roadway improvements project to improve and enhance pedestrian mobility concerns in accordance with the Scope of Services described in Request for Qualifications ("RFQ") 17-18-031 and this Agreement. The Consultant shall provide design engineering services for road reconstruction including, but not limited to, drainage improvements, landscaping, hardscape, sidewalks, new pedestrian trail, ADA compliant ramps, curb and/or gutter, pavement markings and striping, roadway signage, roadway lighting, pedestrian lighting, traffic study, obtaining easements and/or harmonization, construction permits, utilities coordination, cost estimates, design development, review of work prepared by Sub -Consultants and other consultants, commissioning, public meetings, assessments, field investigations and observations, construction supervision, as -built documentation, post design services, preparation of bid and construction documents, construction administration, and other related civil engineering services as needed to complete the Project. Consultant shall provide professional civil engineering services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, CCNA. The City may also require the Successful Proposer to perform surveying, geotechnical investigations and testing, landscaping architecture, roadway lighting, traffic study, public involvement, and related services necessary for the design and preparation of construction documents for the Project. A1.01 SCOPE OF SERVICES A1.01-1 The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order and the Florida Department of Transportation's (FDOT) latest version of the FDOT Design Manual (FDM). 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. Consultant shall furnish, as Basic Services, comprehensive professional civil engineering services for the Project. A1.01-2 The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Order Proposals and Work Orders. A1.02 WORK ORDERS When OCI has determined that a specific phase of the project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to 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. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE A2 OVERVIEW OF CIVIL ENGINEERING SERVICES Consultant agrees to provide complete civil engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, County and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed Project that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.02 SCHEMATIC DESIGN A2.02-1 DESIGN CONCEPT AND SCHEMATICS REPORT Consultant shall prepare and present, in writing and at an oral presentation, if requested, for approval by the City, a Design Concept and Schematics Report, comprised of a Statement of Probable Construction Cost, Design 30%, 60%, 90% and Final Construction Drawings, Project Development Schedule and review of Constructability Review reports. 1. A Statement of Probable Construction Cost, Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar Project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. 2. The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 3. Constructability Review reports shall be conducted by the City and/or the Consultant at design stages deemed necessary by the Project Manager. Consultant shall provide five (5) additional deliverable plan sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to the City. Consultant shall provide written responses to all comments within two (2) weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the Project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Review would be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 1. The Design Development Documents shall consist of drawings (site plans, elevations, and sections), outline specifications, and other documents. 2. Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan 3. The updated Development Schedules shall show the proposed completion dates of each milestone of the Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. 5. Constructability Review reports. 6. Prepare a summary report and/or Design Development drawings on various options for road and drainage improvements. 7. Review any geotechnical report for structural concerns and for the recommended foundation system. 8. Assist the City in preparing a preliminary opinion of costs and an outline of specifications. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 2. The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. 5. Assist, if required, in obtaining approval by appropriate review agencies. 6. Assist, if required, with manufacturer or supplier recommendations. 7. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. 8. Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit to the City four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) calendar days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up on permitting activities at the 30%, 60% and 90% and Final stages of the design during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by OCI of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that, in the opinion of the Consultant, is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats. A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. 2. The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addenda or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend any and all pre -bid meeting(s) and require attendance of Subconsultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids received to determine the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item three (3), above, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the issuance of the NTP to the chosen Contractor and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on - site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report from all meetings it is asked to attend. Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or Subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as - built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meetings shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amounts as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to the amount stated on the requisition subject to: 1. A detailed evaluation of the Work for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within a maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in their reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed 19-1208 I I PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of OCI. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute Section 218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, their recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall, in conjunction with representatives of the City and the Contractor, prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list, the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor, upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, warranties, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, laws, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to: 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system; 2) initial start-up and testing, adjusting and balancing of equipment and systems; and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific conditions. In preparing the "Record Set" documents, the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "Record Set" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings", 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 in Auto CADD (computer -aided design and drafting) Version 2000 or such other format acceptable to the City. A2.06-14 The Consultant shall furnish to the City a simplified site plan reflecting "as -built" conditions with graphic scale and north arrow. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Development of Objectives Schematic Design Design Development 30% Construction Documents 60% Construction Documents 90% Construction Documents Dry— Run Permitting Final Construction Documents Bidding and award of Construction Contract Construction Contract Administration ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). 19-1208 TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations TBD during Negotiations PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 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 Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Gardner + Semler Landscape Architecture (GSLA) Landscape Architects Biscayne Engineering Company, Inc. Survey Geosol, Inc. Geotechnical Engineering E-Sciences, Inc. Environmental Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Eithel M. Sierra, P.E. Sr. Project Manager Lazaro Ferrero Sr. Engineer Eduardo Martinez Sr. Engineer Alejandro Leon Project Engineer Yuriel Addine Project Engineer Ivonne Lau CADD Technician Elizabeth Celeiro Clerical 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 CONDITIONS FOR USE Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man- hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at http://www.miamigov.com/MiamiCapital/forms.html. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three (3) months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at http://www.miamigov.com/MiamiCapital/forms.html. Failure to submit 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 invoice(s) within sixty (60) calendar 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 authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 19-1208 i PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED LOADED HOURLY RATE (2.9 Multiplier) Sr. Project Manager $61.80 $179.22 Sr. Engineer $53.56 $155.32 Project Engineer $46.35 $134.42 CADD Technician $21.00 $60.90 Clerical $17.00 $49.30 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B SCHEDULE B2 - CONSULTANT INVOICE APt Al IMPRO M$4TS & Y RAt SPQR A O�0IN 5�a1{Ali � i T STANi A NV t To: ATT N: City of Miami Capital Improvements & Transportation Program 444 SW 2nd Avenue - 8th Floor Miami, FL 33130 Invoice Number: Invoice Date: Month 00, 0000 Page: Invoice Period. ______._ .._..,.,,,. Contract No.: From: - ... - -- --- -- — -- .... ..... ..... --- To: 00, 0000 Month 00, 0000 _Month Contract Title: Project No.. Name: NOTE: - ------ Pre Invoices properlyProject pare to avoid payment delay. Submit signed originals only. Each Invoice must be signed by a Principal of the firm as designated. Attach appropriate back-up documents to each Invoice. Purchase Order No.: Work Order No: SERVICE. CONTRACT AMOUNT % COMPLETE TOTAL EARNED TO DATE PREVIOUSLY - INVOICED CURRENT INVOICE AMOUNT Schematic Design (SD) $ - $ - $ Design Development (DD) $ $ - $ 30Y_C.oastruatloaDacuments 80%.G.anstrUotionfacutnants.260%.042) 90% Construction 134%_C01 $ $ $- ............ Documents (90% CD) $ ......... _... _ _._, $ - .__....-_._. .... _ $..... .. $ - $ $ 100% Construction Documents (100% CD) $ - $ - $ - _ pry Run Permitting $ - $ - $ _ - Bidding or Negotiation Phase $ - $ - $ - �$ $ _ $ Construotlon Administration (CA) $ - $ - $ $ _ $ - $ - $ - $ $ - $ - $ - $ $ $ - $ - $ - $ - $ - $ - $ $ - $ - $ - $ - Reimbursable Expenses $ - $ - $ - $ 1. (Title) $ - $ - $ - $ - 2. (Title) - $ - $ _ $ - 3. (Title) $ - $ - $ $ - $ - $ - $ _ Additional Services $ - $ _ $ _ $ _ 1. (Title) $ - $ - $ - $ 2. (Title) $ - $ - $ - _ 3. (Title) $ - $ - $ - $ _ $ - $ Prior TOTAL: $ - $ - $ - $ - to this Invoioe Remaining Contract Balana Subtotal: $ - $ ....... .......-_.'........i Deductions: Total Duo : $ - TO BE COMPLETED BY CONSULTANT FIRM CERTIFIED TRUE AND CORRECT BY: SUPPORTING DOCUMENTS CHECKLIST: Activation Supporting Additional Letter of Phase being Invoiced: Documents for Invoice: Construction Status Report Final Payment Documents: (Signature of Principal) Sance Authorizations: (Type Name and Title of Principal) CITY OF MIAMI APPROVAL: DO NOT COMPLETE. TO BE COMPLETED BY CITY OF MIAMI DATE :SIGNATURE .. Date Received CITP: Date Received for Payment Processing (Budget Department): oe-. n..._-._. .........._.-.......,._,,, ............. Finance V lid tl . PROJECT MANAGER TEAM LEADER CHIEF OF DESIGN Hector Badia ASSISTANT DIRECTOR Jeovanny Rodriquez, P.E. DIRECTOR 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT C INSURANCE REQUIREMENTS INSURANCE REQUIREMENTS FOR THE PROFESSIONAL SERVICES AGREEMENT WITH A&P CONSULTING TRANSPORTATION ENGINEERS, CORP. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required City of Miami listed as additional insured Contingent & Contractual Liability Premises and Operations Liability Primary Insurance Clause Endorsement II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Owned/Scheduled Autos Including Hired, Borrowed or Non -Owned Autos Any One Accident B. Endorsements Required City of Miami listed as an additional insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation Employer's Liability $ 1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 $ 1,000,000 A. Limits of Liability $ 100,000 for bodily injury caused by an accident, each accident $ 100,000 for bodily injury caused by disease, each employee $ 500,000 for bodily injury caused by disease, policy limit 19-1208 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IV. Professional/Errors and Omissions Combined Single Limit Each Claim General Aggregate Limit Retro Date Included $ 2,000,000 $ 2,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer in accordance to policy provisions. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: 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 and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. 19-1208 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this day of , 20 , between the City of Miami, a Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida profit corporation ("Assignor"), and CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 575 Broadway, Albany, New York 12207 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 18- 19-012 for the provision of Miscellaneous Construction Engineering and Inspection Services to the Consultant ("Contract"); and WHEREAS, on October 25, 2019, the Contract was executed between Assignor and the City; and WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said 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;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2022, granted approval and consented to the assignment of the Contract upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Contract between the City and CHA for the provision of Miscellaneous Construction Engineering and Inspection Services contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Contract, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Contract, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee To the Cit John Hensley, Jr. Infrastructure Sector President/Executive Vice President CHA Consulting, Inc. 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: jhensley©chacompanies.com Phone: 305-592-7283 Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 2 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: Mt c1,.- 1 A - P 1 et it Title: *�;µ� mmitrri, (Corporate Seal) ��%0% 0LTIN '''r.,, 4*-* 0 ``.o¢'b ,%� �% l'ivr 10 i •S riS ATTEST: ',„`''rrt,rtniii,.'•v``,`• By: '-PA- Print Name: 14 's *K 'i C bourwast Title: 1,r4- s-'rra�v�t (Corporate Seal) Cf\+; • Lix 1C� r ..- . 64 tt5+ se t•v-e. 4 "Assignee" CHA CONSULTING, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: JnY►i, 4-1e v% Jr• Title: t X.e.4.1A:i1V� \f I Li ?red iebtin t (Authorized Corporate Officer) "Assignor" A&P Consulting Transportation Engineers Corp., a profit corporation authorized to conduct business in Florida By: Print Name: ,1 is Ian 1.1 4`I e j Jam. Title: Pr.e. (Authorized Corporate Officer) Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 5 EXHIBIT "A" June 15, 15, 2022 Via E-mail Only Arthur Noriega, City Manager Office of the City Manager City of Miami 44 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 anoriega@miamigov.com Annie Perez, CPPO, Director Department of Procurement City of Miami 44 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 annieperez@miamigov.com Victoria Mendez, City Attorney Office of the City Attorney City of Miami 44 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 victoriamendez@miamigov.com Dear Ladies and Gentlemen: As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting and construction management firm delivering sustainable, integrated solutions to the world's most challenging infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to support the growing needs of our collective transportation and water/wastewater clients. Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active contracts to CHA effective as of that date. The professionals providing the services under those contracts will remain the same; the resources they can call upon, however, will expand significantly. If you consent to the assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C. Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any assignment -related questions you may have. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 T 305.592.7283 • www.chacompanies.com 6 EXHIBIT "A" Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118 or by e-mail at emsierra@apcte.com. Sincerely, A&P CONSULTING TRANSPORTATION ENGINEERS CORP. t--- ,tit Antonio G. \\costa Vice President CHA CONSULTING, INC. John Hensley, Jr. Infrastructure Sector President Executive Vice President cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only) Office of Capital Improvements EXHIBIT "A" CONSENT TO ASSIGNMENT OF CONTRACTS City of Miami hereby consents to the assignment of the following agreements, and any task orders or work assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc., effective July 2, 2022: Agreement Name Date Professional Services Agreement (RFQ No. 20-21-011) Professional Services Agreement (RFQ No. 20-21-005) August 17, 2022 May 19, 2022 Professional Services Agreement (RFQ No. 18-19-012) Professional Services Agreement (RFQ No. 17-18-026) October 25, 2019 August 14, 2019 Professional Services Agreement (RFQ No. 17-18-031) August 14, 2019 Professional Services Agreement (RFQ No. 16-17-063) August 16, 2018 City of Miami By: (Signature) Name: Title: Date: C"A Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Amendment to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and the Corporation's Executive Vice President and the Secretary are hereby authorized and directed to execute the Amendment in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this I S+ day of Sep) rrbev2022. Co r, . 1►' c (Corporation) A '0e_w \tI (State) corporation Print Name: M c I,\_aQ l A ° Platt (sign) Print Name: J o h-te►nk cu r, Ey,e V'&L ip re S t D v.1. 9 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Construction Engineering and Inspection Services EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX 10 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 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this day of , 20 , between the City of Miami, a Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida profit corporation ("Assignor"), and CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 575 Broadway, Albany, New York 12207 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 20- 21-005 for the provision of Miscellaneous Transportation and Traffic Engineering Support Services to the Consultant ("Contract"); and WHEREAS, on May 19, 2022, the Contract was executed between Assignor and the City; and WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said 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;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2022, granted approval and consented to the assignment of the Contract upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Contract between the City and CHA for the provision of Miscellaneous Transportation and Traffic Engineering Support Services contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Contract, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Contract, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee To the Cit John Hensley, Jr. Infrastructure Sector President/Executive Vice President CHA Consulting, Inc. 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: jhensley©chacompanies.com Phone: 305-592-7283 Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 2 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: 't *", ei etel A • If lit 'ifi Title: ree.r e'I tt,,,►ir,.11iu�,r,� `°• . LTIIV a /,�'�. �O t0RA)2e 0 (Corporate Seal) ATTEST: By: [ .. Print Name: T?! tctCi G•Die.J` Title: A,r4"id vvt" ,'e~cr^e..'tot. (Corporate Seal) ,-. ') E . :-�41i 4 "Assignee" CHA CONSULTING, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: J0Lei Heriv' I e j., J� Title: G t.o.ccitt►vt- V1 4.4 etitvv1' (Authorized Corporate Officer) "Assignor" A&P Consulting Transportation Engineers Corp., a profit corporation authorized to conduct business ' in Florida Print Name: JA i.ol tie tr x ed, J Title: 'Pre.S (Authorized Corporate Officer) Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 5 EXHIBIT "A" June 15, 15, 2022 Via E-mail Only Arthur Noriega, City Manager Office of the City Manager City of Miami 44 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 anoriega@miamigov.com Annie Perez, CPPO, Director Department of Procurement City of Miami 44 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 annieperez@miamigov.com Victoria Mendez, City Attorney Office of the City Attorney City of Miami 44 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 victoriamendez@miamigov.com Dear Ladies and Gentlemen: As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting and construction management firm delivering sustainable, integrated solutions to the world's most challenging infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to support the growing needs of our collective transportation and water/wastewater clients. Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active contracts to CHA effective as of that date. The professionals providing the services under those contracts will remain the same; the resources they can call upon, however, will expand significantly. If you consent to the assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C. Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any assignment -related questions you may have. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 T 305.592.7283 • www.chacompanies.com 6 EXHIBIT "A" Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118 or by e-mail at emsierra@apcte.com. Sincerely, A&P CONSULTING TRANSPORTATION ENGINEERS CORP. t--- ,tit Antonio G. \\costa Vice President CHA CONSULTING, INC. John Hensley, Jr. Infrastructure Sector President Executive Vice President cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only) Office of Capital Improvements EXHIBIT "A" CONSENT TO ASSIGNMENT OF CONTRACTS City of Miami hereby consents to the assignment of the following agreements, and any task orders or work assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc., effective July 2, 2022: Agreement Name Date Professional Services Agreement (RFQ No. 20-21-011) Professional Services Agreement (RFQ No. 20-21-005) August 17, 2022 May 19, 2022 Professional Services Agreement (RFQ No. 18-19-012) Professional Services Agreement (RFQ No. 17-18-026) October 25, 2019 August 14, 2019 Professional Services Agreement (RFQ No. 17-18-031) August 14, 2019 Professional Services Agreement (RFQ No. 16-17-063) August 16, 2018 City of Miami By: (Signature) Name: Title: Date: C"A Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Amendment to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and the Corporation's Executive Vice President and the Secretary are hereby authorized and directed to execute the Amendment in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this I s+ day of Sepie e-2022. C41 W Cc) r' ..t 1-% i � , (Corporation) A ate iv Yoe` Print Name: Nit l c %ate t (State) corporation (sign) Print Name: JO h n t1 e= h ,r 1 e e LAr'v-e V►CL j'residant 9 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Transportation and Traffic Engineering Support Services EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX 10 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Miscellaneous Transportation and Traffic Engineering Support Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ✓ City Manager — $500,000.00 ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: ✓ RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? N/A IF YES, WHAT IS THE RESOLUTION NUMBER? N/A 5. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide Transportation Program Support Services and Traffic Engineering Services to the Department of Resilience & Public Works (RPW), Transit and Mobility Division, as well as any other City Agencies requesting Services to assist in the administration and management of the City's comprehensive transportation and transit improvement program and independent traffic studies for new developments and redevelopments that generate 20 or more peak hour trips based on the latest version of the Independent Traffic and Environmental Impact Trip Generation Manual. The Services may include, but are not limited to, specific management oversight projects, programs, and activities that will encompass planning and design, as well as construction activities. The scope and duration of an individual project, program, or activity may extend over multiple years. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? RPW 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Higher, however more services are provided in these contracts. DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? May 22, 2022 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? Previous two (2) Consultants — HNTB Corp. - $1,267,476.08, Kimley-Horn - $1,291,963.10 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Evaluation Committee DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Transportation and Traffic Engineering Support Services Contract Type Continuing Contract Consultant A & P Consulting Transportation Engineers, Corp. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 4 ARTICLE 2 GENERAL CONDITIONS 6 2.01 TERM 6 2.02 OPTIONS TO RENEW 6 2.03 SCOPE OF SERVICES 6 2.04 SMALL BUSINESS ENTERPRISE "SBE PAR -IG P r iON REQ LREM HITS NOT APPLICABLE 6 2.05 COMPENSATION 6 ARTICLE 3 PERFORMANCE 7 3.01 PERFORMANCE AND DELEGATION 7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 7 3.03 CONSULTANT KEY STAFF 7 3.04 TIME FOR PERFORMANCE 7 3.05 STANDARD OF CARE 7 ARTICLE 4 SUBCONSULTANTS 8 4.01 GENERAL 8 4.02 SUBCONSULTANT RELATIONSHIPS 8 4.03 CHANGES TO SUBCONSULTANTS 8 ARTICLE 5 DEFAULT 8 5.01 GENERAL 8 5.02 CONDITIONS OF DEFAULT 8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 8 ARTICLE 6 TERMINATION OF AGREEMENT 9 6.01 CITY'S RIGHT TO TERMINATE 9 6.02 CONSULTANT'S RIGHT TO TERMINATE 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 9 ARTICLE 7 DOCUMENTS AND RECORDS 9 7.01 OWNERSHIP OF DOCUMENTS 9 7.02 DELIVERY UPON REQUEST OR CANCELLATION 9 7.03 RE -USE BY CITY 10 7.04 NONDISCLOSURE 10 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 10 7.06 E-VERIFY 11 ARTICLE 8 INDEMNIFICATION 11 ARTICLE 9 INSURANCE 11 9.01 COMPANIES PROVIDING COVERAGE 12 9.02 VERIFICATION OF INSURANCE COVERAGE 12 9.03 FORMS OF COVERAGE 12 9.04 MODIFICATIONS TO COVERAGE 12 ARTICLE 10 MISCELLANEOUS 13 10.01 AUDIT RIGHTS; INSPECTION 13 10.02 ENTIRE AGREEMENT 13 10.03 SUCCESSORS AND ASSIGNS 13 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 13 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 13 10.06 NOTICES 13 10.07 INTERPRETATION 14 10.08 JOINT PREPARATION 14 10.09 PRIORITY OF PROVISIONS 15 10.10 MEDIATION - WAIVER OF JURY TRIAL 15 10.11 TIME 15 10.12 COMPLIANCE WITH LAWS 15 10.13 NO PARTNERSHIP 15 10.14 DISCRETION OF DIRECTOR 16 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 17 10.18 THIRD PARTY BENEFICIARY 17 10.19 ADDITIONAL TERMS AND CONDITIONS 17 10.20 SEVERABILITY 17 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 ATTACHMENT A - SCOPE OF WORK 27 ARTICLE Al GENERAL 27 A1.01 SCOPE OF SERVICES 27 A1.02 WORK ORDERS 28 A1.03 PAYMENTS 28 ARTICLE A2 BASIC SERVICES 28 A2.01 DEVELOPMENT OF OBJECTIVES 29 A2.02 SCHEMATIC DESIGN 29 A2.03 DESIGN DEVELOPMENT 30 A2.04 CONSTRUCTION DOCUMENTS 30 A2.05 BIDDING AND AWARD OF CONTRACT 31 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 32 A2.07 TIME FRAMES FOR COMPLETION 34 ARTICLE A3 ADDITIONAL SERVICES 34 A3.01 GENERAL 34 A3.02 EXAMPLES 34 A3.03 ADDITIONAL DESIGN 35 ARTICLE A4 REIMBURSABLE EXPENSES 35 A4.01 GENERAL 35 A4.02 SUBCONSULTANT REIMBURSEMENTS 35 ARTICLE A5 CITY'S RESPONSIBILITIES 35 A5.01 PROJECT AND SITE INFORMATION 35 A5.02 CONSTRUCTION MANAGEMENT 36 SCHEDULE Al - SUBCONSULTANTS 37 SCHEDULE A2 - KEY STAFF 37 ATTACHMENT B - COMPENSATION AND PAYMENTS 38 ARTICLE B1 METHOD OF COMPENSATION 38 B1.01 COMPENSATION LIMITS 38 B1.02 CONSULTANT NOT TO EXCEED 38 ARTICLE B2 WAGE RATES 38 B2.01 FEE BASIS 38 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 38 B2.03 MULTIPLIER 38 B2.04 CALCULATION 38 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 39 B2.06 ESCALATION 39 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 39 B3.01 LUMP SUM 39 B3.02 HOURLY RATE FEES 39 B3.03 REIMBURSABLE EXPENSES 39 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 40 B3.05 FEES FOR ADDITIONAL SERVICES 40 B3.06 PAYMENT EXCLUSIONS 40 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 40 ARTICLE B4 PAYMENTS TO THE CONSULTANT 40 B4.01 PAYMENTS GENERALLY 40 B4.02 FOR COMPREHENSIVE BASIC SERVICES 40 B4.03 BILLING - HOURLY RATE 41 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 41 B4.05 DEDUCTIONS 41 ARTICLE B5 REIMBURSABLE EXPENSES 41 B5.01 GENERAL 41 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 41 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 42 B6.01 GENERAL 42 SCHEDULE B1 - WAGE RATES SUMMARY 43 SCHEDULE B2 - CONSULTANT INVOICE 44 Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 2 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Miscellaneous Transportation and Traffic Engineering Support Services Project Specific (RFQ No. 20-21-005) A & P Consulting Transportation Engineers, Corp. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 Section 18-87, City of Miami Code 20-21-005 / 5 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this19 day of May in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and A & P Consulting Transportation Engineers, Corp., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-005 on June 1, 2021, for the provision of Miscellaneous Transportation and Traffic Engineering Support Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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, including, without limitation, City Code Section 18-87, 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 Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 3 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, 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. 1.11 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. 1.12 Department means or refers to the City of Miami's Office of Department of Resilience and Public Works ("DRPW"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Department of Resilience and Public Works or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 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. 1.17 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.18 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 4 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.19 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. 1.20 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.21 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. 1.22 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. 1.23 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. 1.24 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.25 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.26 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. 1.27 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. 1.28 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. 1.29 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.30 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.31 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. 1.32 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.33 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.34 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 Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 5 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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). New Work Orders shall not be issued after the expiration date. The City, by action of the City Manager or the City Manager's designee, reserves the right to automatically extend this Agreement for up to one hundred eighty (180) 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 eighty (180) 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 RENEW The City, by action of the City Manager or the City Manager's designee, shall have the option to renew the original term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said options to renew provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBETP^RTICIPATIAN—R€QUIR€MI€NTS NO-T APPLICABLE 1) Accign a „,i„i„.,, of fi#oen percent (15°10) of the contract value to firms currently certified it Community Business Enterprise ("CBE"), in good standing; —) Place a specific emphacis-et�,�ilizing local small businesses from within the City'c n eipal-boundarics. For information on the SBE requirements, visit the Miami websitc at http:/ ion programs. p. Failure to adhere to these bsieg'uei t ti i e eause the Agreement to be, nce+led 2.05 COMPENSATION 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts, and other limitations on compensation, as applicable. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 6 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 2.05-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another 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 their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages, 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, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 7 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 8 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to 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. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 9 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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, or otherwise required by law, 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, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 10 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 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 attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of 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 work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the Cityby 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 cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also 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. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly , preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. 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 Subconsultant 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 also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. Should the Consultant not maintain the insurance coverage required in this Agreement, the City may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the Consultant for such coverage purchased. The City shall be under no obligation to purchase such insurance nor shall it be Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 11 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 responsible for the coverage purchased or the insurance company or companies used. The decision of the City to purchase such insurance coverage shall in no way be construed as a waiver of its rights under this 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(X), 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 to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance to Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and 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 minimal 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 one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03.4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03.5 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 12 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 13 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega@miamigov.corn Phone: 305-416-1025 Annie Perez, CPPO Director Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerezna,miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendeznmiamigov.com. Phone: 305-416-1832 With Copies to: Juvenal Santana, Jr., PE Director of Public Works Department of Resilience and Public Works, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: JSantana(a�miamigov.com Phone: 305-416-1218 A & P Consulting Transportation Engineers, Corp. Elio Espino, PE, PhD Project Manager 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: EEspino@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 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 14 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12.1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12.2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12.3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines, and standards. Additionally, the Consultant shall take affirmative steps to —insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 15 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 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 regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms or conditions, which materially or substantially vary, modify, or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 16 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS a. Equitable Adjustment The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the contract would results in a substantial loss. Contractor might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. b. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). c. Subcontractors of Work Shall be Identified As part of the contract, Contractor is required to identify any and all Subconsultants/Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subconsultant/Subcontractor. The Contractor shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally mentioned in their Proposal, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant/Subcontractor(s) and the City. The Contractor shall be fully responsible to the City for the acts and omissions of the Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Contractor. d. Davis -Bacon Act Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Contractor shall use the Federal Wages reflected in Wage General Decision Number FL 180260 01/12/2018 FL260 in developing its proposal for this Contractor shall be required to provide certified payroll records documenting the work performed on this project. e. Compliance with the Copeland "Anti -Kickback" Act 1. The Contractor shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2. The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 17 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3. A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12. f. Compliance with the Contract Work Hours and Safety Standards Act 1. Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2. Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Contractor, and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3. Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontract. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. 9• Parts at Pass -Through Cost (for Repairs Outside the Scope of Work) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Contractor's actual cost and will be passed on to the City without markup or any additional fees. The Contractor shall submit purchase receipt of parts along with the labor invoice for payment. The Contractor shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. h. Notification to Perform Work The Contractor shall notify the Project Manager when an employee is on the property and for what purpose. Background Checks The Contractor shall be required to comply with the background screening specifications as listed in the Jessica Lunsford Act, Florida Statue § 1012-32. The law requires that before contract personnel are permitted access on grounds when children are present, or if they will have direct contact with children, or have access to or control of school funds, they must have completed Level Two (2) screening requirements. Prior to commencement of the project, the Contractor shall provide Level Two (2) background screening results for all employees completing the work on park grounds. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 18 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 J• Equal Employment Opportunity During the performance of any resulting contract from an RFQ, the Contractor agrees as follows: 1. The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contractor understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. k. Clean Air Act 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2. The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 19 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 I. Federal Water Pollution Control Act 1. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2. The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. m. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. n. Program Fraud and False or Fraudulent Statements or Related Acts The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. o. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Contractor who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that take place in connection with obtaining any federal award. Such disclosures are forwarded form tier to tier, and up to the recipient. Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor to return this form signed along with their Proposal. Procurement of Recovered Materials 1. In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule; b. Meeting contract performance requirements; or c. At a reasonable price. 2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpq-program. DHS, Seal, Logo, and Flags The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. r. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund this contract only. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. s. Access to Records 1. The Contractor agrees to provide the City of Miami, (insert name of project manager), the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2. The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. P. q• Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 20 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 3. The Contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. t. Suspension and Debarment 1. This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. §180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2. The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3. This certification is a material representation of fact relied upon by City of Miami. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4. The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. u. United States Housing and Urban Development; CDBG-MIT 1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. v. Section 3 of the Housing and Urban Development Act of 1968 1. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3, The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4. The contractor agrees to include this section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 21 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 5. The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). w. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 22 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Signature Elio Espino, PE,- Project Manager Print Name, Title ATTE Carlos M. Gil-Mer •G �, Consultant Secretary .kt (Affirm Consultant Seal, if available) . eP ATTEST: A & P Consulting Transportation Engineers, Corp,, a Florida Profit Corporatio Signature Antonio Acosta, P.E. - Principal Print Name, Title (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: DocuSIgned by: ToaT67f-Tr";Ion, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: 2DocuSIgned by: FratAt oi44t,/,) nrIVEMOrpe, Director Risk Management Department DocuSigne Nbritiyt Arthur Wo7iPe3; V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: DocuSIgned by: cr-trez_. vicf8Torts64 City Attorney (Matter 22-102 )7)r r DS Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 23 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of A&PConsulting Transportation Engineers, Corp, a corporation organized and existing under the laws of the State of Florida, held on the 28 day of February , a resolution was duly passed and adopted authorizing (Name)Antonio Acostaas (Title) Principal 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. i. 1_ 6'. IN WIT, ESS WHEREOF, I h-ve hereunto set my hand this 28 day of February , 20 22 z ' KIs C).Se-4.etary: :ray .�,, ,i�,, ti: Carlos M. Gil -Mora, P , g;^ S,1/33 `w�:, 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. Partner: Print: IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Names and addresses of partners: Name Street Address City State Zip Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 24 DocuSign Envelope ID: 4FB8939C-6FO7-4748-AB80-CF9020730040 pnopseGONALnEnvOsSmansEMswT-Gx*mnI CERTIFICATE OFAUTHORITY (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 ofthe joint venture. If there is no joint venture uqmement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OFAUTHORITY (IF INDIVIDUAL) | HEREBY CERTIFY that, |(Nome) . individually and doing business aa (d/b/ ) (if Applicable) have executed and ambound bythe terms ofthe Agreement hnwhich this attestation ioattached. |NWITNESS WHEREOF, | have hereunto set myhand this day of . 20 . Signed: FLORIDASTATEOP COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this 28 day of February 2022 . by Antonio Acosta who is personally known to me or who has produced ooidentification and who (did / did not) take anoath. TURE OF NO WY PUBLIC STAT"OF FLORIDA PRINTED, STAMPED ORTYPED NAME UFNOTARY PUBLIC GISET FERNANDEZ-AREL\ CommisoNn#HHiV8750 Miscellaneous Transportation andTmfficEnginaerngSupport3ervicuu RFONo 20'21'005/5 25 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Miscellaneous Transportation and Traffic Engineering Support Services, under the direction of the Department of Resilience and Public Works ("DRPW"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Contractor and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultants shall provide Transportation Program Support Services and Traffic Engineering Services (Services) to the Department of Resilience and Public Works (RPW), Transit and Mobility Division, as well as any other City Agencies requesting Services to assist in the administration and management of the City's comprehensive transportation and transit improvement program and independent traffic studies for new developments and redevelopments that generate 20 or more peak hour trips based on the latest version of the Independent Traffic and Environmental Impact Trip Generation Manual. The Services may include, but are not limited to, specific management oversight projects, programs, and activities that will encompass planning and design, as well as construction activities. The scope and duration of an individual project, program, or activity may extend over multiple years. The Consultant/s shall function as an extension of RPW's resources by providing qualified transportation and transit improvement program/project management staff, including technical and professional staff, to perform the duties and responsibilities assigned under the terms of the professional services agreement (PSA). Additionally, Consultant/s shall supplement City staff by providing qualified technical and professional staff on an "as needed" basis for project or task -specific assignments. Consultant/s' Staff will work on a full-time basis and may, at the sole discretion of the City, work from the City of Miami Riverside Center (MRC) building or from a remote location depending on the needs of RPW. The Professional Service Agreement (PSA or Agreement) may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. Projects will typically be issued on a rotational basis factoring in amount of dollars awarded to any member of the pool as a result of this solicitation, performance of previous work orders issued, and expertise and experience to assume new work orders to be assigned. It is anticipated that the Contractor's team will consist of the following personnel: • Project Manager; and ▪ Lead Transportation Engineer; and • Environmental Site Assessment Specialist. The Contractor shall provide one or more of the services listed below, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City in Work Order Proposals: • Traffic Impact Studies to include: Project Background: Project description, study objectives and study area methodology Data Collection: Existing Traffic Characteristics, Traffic Count Data, Traffic Data Adjustment, Roadway Characteristics, Intersection Description, Signal Timing Data, and Transit Data Existing Conditions Analysis: Arterial and Intersection Level of Services Analysis - Future Traffic Projections and Background Conditions: Planned and Programmed Roadway Improvements, Background Traffic, and Committed Development Project Traffic: Trip Generation, Trip Distribution, and Trip Assignment Future Traffic Analysis: Methodology, No -Project Alternative Analysis - Arterial and Intersection Level of Service, Project Traffic Analysis - Arterial and Intersection Level of Service, and Identification of Improvements to Mitigate Traffic Impact Queue Analysis - Traffic Circulation /Access Plan and Parking Requirements Conclusion and Recommendations Miscellaneous Transportation and Traffic Engineering Support Services RFQ No, 20-21-005 / 5 26 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Additional technical analysis that may be requested on a case -by -case basis include: Arterial Travel Time and Delay, Site access and on -site circulation, Vehicle Classification, Parking Demand, Utilization and Turnover studies, Queuing analysis, Valet Operations analysis, Sight distance analysis, Gap and Speed studies, Origin -Destination Studies, Traffic signal timing optimization, Signal warrant analysis per Manual on Uniform Traffic Control Devices guidelines, Left turn phasing analysis for signalized intersections, Safety analysis and review of historical accident data, Traffic Calming evaluation, Pedestrian and Bicycle Level of Stress, Transit Boarding, Alighting and Level of Service, and Evaluation of intersection geometry including turning radii, particularly related to freight movement. Further details concerning the Scope of Services are contained in the solicitation for Miscellaneous Transportation and Traffic Engineering Support Services, included as part of this Agreement, and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. A1.02 WORK ORDERS When OCI has determined that the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to 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 BASIC SERVICES Consultant agrees to provide complete engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 27 DociiSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions, and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. A2.02-4 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-5 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 28 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: ■ Plan sections and elevations ▪ Typical construction details • Final materials selection ■ Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction, and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. A2.03-5 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: • A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. • The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. ■ An updated Statement of Probable Construction Cost in CSI format. ■ Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. • A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1". ■ Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. ■ Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 29 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .plt, and .pdf formats, The specification additional terms and conditions shall be provided in both .pdf and .doc formats" A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing: Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing, and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening ■ The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. ■ The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: ■ Approve an increase in the Project cost and award a Contract; • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 30 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ■ Direct the Consultant to revise the scope and/or quality of construction and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. ■ Suspend, cancel, or abandon the Project. NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 ■ Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 31 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to; • A detailed evaluation of the Work for conformance with the contract upon substantial completion; • The results of any subsequent tests required by the contract; • Minor deviations from the contract correctable prior to completion; • Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Resilience and Public Works. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 32 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 33 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 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 Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 34 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing,: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 35 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD KCI Technologies, Inc. Engineering & Traffic EXP U.S. Services, Inc. Engineering & Traffic Wood Environment & Infrastructure Solutions, Inc. Environmental Engineering SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Carlos M. Gil-Mera, PE, CGC Principal-in-Charge/QA/QC Elio R. Espino, PE, PhD Project Manager Eric D. Lindstrom, PE, PMP Lead Transportation Engineer Ricardo Fraxedas, PE Environmental Site Assessment Specialist Roxana Matamoros, P.E., Dima Poe, P.E. Assistant Project Manager Jose Milian, Ivonne Lau, Alejandro Linchenat CADD Designer Ricardo Angulo, Raul Emilio Garcia, CADD Tech David McFarlin, P.E., Andrew Antweiler, P.E., Charles "Bryan" Wilson, P.E., Chief Engineer Heather Whitmore, AICP, PTP Chief Planner Bri Gagliardi, Elizabeth Celeiro Clerical Jose Cano, P.E., Yuriel Addine, P.E., Eloy Lee, Jennifer Borges, Engineer Christian G. De Pineres, E.I., David Sigler, E.I., Engineering Intern Eryam Dasa Sanchez, Alexis Gonzalez Field Technician II Maggie Kanakis Project Coordinator Alex Guon, P.E., Adrian Alfonso, P.E., David Chapoux, P.E., Nicolas Junqueira, P.E., Vladimir Velasco, P.E. Project Engineer Mark Kaerns Project Engineer/Geologist/Scientist Ashok Aitharaju, Jose Santiago, P.E. Project Manager Elias Diaz, Leanna Garcia, Senior Designer Edmundo Rodriguez, P.E., Matt Neddeff, P,E., Peng Zhu, P.E., Jose Rodriguez, P.E., Lazaro Ferrero, P.E., Angela Baron, P.E., Senior Engineer Saul Franco Senior Engineer Technician Daphne Spanos, P.E. Senior Planner Ryan Higgins, P.E. Senior Traffic Engineer Jose Clavell, P.E., Eithel Sierra, P.E., Arnelio Alfonso, P.E., Alejandro Leon, P.E., Nelson Castillo, P.E., Osmany Alfonso, P.E. Sr. Project Manager Kelly McCoil Staff Engineer/Geologist/Scientist Blair Tyler, P.E., Juan Pena, Yerily Diaz, Traffic Engineer Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 36 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 37 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation 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: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 38 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/De artments-Or anizations/Office-of- Capital-Improvements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar 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. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 39 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 40 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. END OF SECTION Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 41 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS 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 Project Manager $75.17 $218.00 $180.41 Lead Transportation Engineer $71.72 $208.00 $172.14 Environmental Site Assessment Specialist $52.00 $150.80 $124.80 Assistant Project Manager $57.44 $166.58 $137.86 CADD Designer $32.00 $92.80 $76.80 CADD Tech $30.19 $87.55 $72.46 Chief Engineer $68.28 $198.01 $163.87 Chief Planner $65.00 $188.50 $156.00 Clerical $29.19 $84.65 $70.06 Engineer $52.31 $151.70 $125.54 Engineering Intern $30.05 $87.15 $72.12 Field Technician II $33.00 $95.70 $79.20 Project Coordinator $28.00 $81.20 $67.20 Project Engineer $50.06 $145.17 $120.14 Project Engineer/Geologist/Scientist $37.00 $107.30 $88.80 Project Manager $66.69 $193.40 $160.06 Senior Designer $44.99 $130.47 $107.98 Senior Engineer $68.28 $198.01 $163.87 Senior Engineer Technician $27.50 $79.75 $66.00 Senior Planner $41.00 $118.90 $98.40 Senior Traffic Engineer $65.00 $188.50 $156.00 Sr. Project Manager $71.72 $207.99 $172.13 Staff Engineer/Geologist/Scientist $28.00 $81.20 $67.20 Traffic Engineer $38.00 $110.20 $91.20 (*) Flat rate, no multipliers applied. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 42 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS Carta aVlx 2nd Aye i, FL33130 SCHEDULE B2 - CONSULTANT INVOICE Wades fOnotion Mara Data: WAN OD ,..... Invotos Period': FM th € O, TWit CD, ONO Conine Via: prr act llo.: Prc cl:llemEE PElrettala Order ilo.- Vlore Duke No: TOTAL TO'. Miscellaneous Transportation and Traffic Engineering Support Services RFQ No. 20-21-005 / 5 43 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 AABURMAN '°tk�,,,, "�� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDD/YYYY) 8/23/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # L096220 JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 C NTACT mom. PHONE (A/C, No, Ext): (305) 842-3600AX (NC, No):(305) 842-3600 EMAILADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Houston Speicalty Insurance Co INSURED A&P Consulting Transportation Engineers Corp. 8935 NW 35 Lane Suite 200 Miami, FL 33172 INSURER B : TRAVELERS CASUALTY INSURANCE COMPANY OF AMERIC 19046 INSURER c Great Midwest Insuranc Company INSURER D : INSURER E INSURER F : • UOVtKALit3 l,cr[ i rrrl/M r c rvvmocrs. • -- - - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ILTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X ESB-HS-GL-0000221-00 bGEN'LAGGREGATELIMITAPPLIESPER: Approved y Frank gomez 7/29/2021 11/18/2021 7/29/2022 EACH OCCURRENCE $ 1,000,000 DAMAGETORENTED PREMISES (Ea occurrence) 100,000 $ CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 POLICY OTHER: X PRO JECTPRODUCTS LOC - COMP/OP AGG Included $ $ B AUTOMOBILE X LIABILITY ANY AUTO SCHEDULED NON-OWNED AUTOS ONLY X BA-9R842471-21-47-G 7/26/2021 7/26/2022 (EOa aMccdent) SINGLE LIMIT $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE ESB-HS-UCX-0000030-00 7/29/2021 7/29/2022 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 $ DED RETENTION $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE (Mandatory In NH) EXCLUDED? If yes, describe under D Professional Liabili Professional Liabill AE-GM-0000013-02 AE-GM-0000013-02 8/18/2021 8/18/2021 8/18/2022 8/18/2022 Each Claim Aggregate 3,000,000 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is requl ed) Re: RFQ No. 16-17-063 Civil Engineering services for Miscellaneous Projects. City of Miami is included as additional insured with respects to General Liability and Auto Liability when required by written contract. General Liability is primary and non-contributory when required by written contract. Waiver of subrogation in favor of the certificate holder is included with respects to General Liability and Workers Compensation when required by written contract. Umbrella policy follows form. Retro Date 08/18/2000 30 days Notice of Cancellation except 10 days for non-payment of premium. CERTIFICATE HOLDER City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE n ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 AGENCY CUSTOMER ID: A&PCONS-01 AABURMAN LOC #: 1 ACORD ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY JAG Insurance Group, LLC License # L096220 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 NAMED INSURED A&P Consulting Transportation Engineers Corp. 8935 NW 35 Lane Suite 200 Miami, FL 33172 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Insured Pollution Liability Policy Carrier: Evanston Insurance Company Policy No.: CPLMOL104221 Policy Term: 09/25/2020 - 09/25/2021 Per Occurrence Limit: $1,000,000 General Aggregate Limit: $1,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 From: Gomez Jr. Francisco (Frank) To: Caseres, Luis; Quevedo Terry Subject: RE: COI-A&P Consulting Date: Thursday, November 18, 2021 11:35:14 AM Attachments: image003.pnq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPU Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (3o5) 416-1760 Fax fgomez a miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Thursday, November 18, 2021 11:33 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: COI -AU Consulting Good morning, Please review and approve. Best regards, DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager FROM: Annie Perez, CPPO, Director Department of Procurement/Chief Procurement Officer /--DocuSlgned by: --•89540EB73CAC468... DATE: February 8, 2022 FILE: SUBJECT: Recommendation for Award of Contracts for Miscellaneous Transportation and Traffic Engineering Support Services REFERENCES: Request for Qualifications (RFQ) No. 20-21-005 ENCLOSURES: Report of Evaluation Committee Memorandum, Evaluation Committee Appointment Memorandum, Proposal Security List RECOMMENDATION Based on the findings below, the Department of Procurement ("Procurement") hereby recommends the award of professional services agreements (PSAs) to Gannett Fleming, Inc., Kimley-Horn and Associates, Inc., Stantec Consulting Services, Inc., Parsons Transportation Group, Inc., A & P Consulting Transportation Engineers Corp., Keith and Associates, Inc., WSP USA, Inc., H.W. Lochner, Inc., The Corradino Group, Inc., and Marlin Engineering, Inc. (collectively the "Consultants") for Miscellaneous Transportation and Traffic Engineering Support Services (the "Project"). The Services are necessary to provide the City of Miami (the "City') with the programming, management, and administration of planned and unplanned transportation and transit support services for transportation and traffic engineering support projects. The Consultants have demonstrated substantial prior experience in providing transportation and traffic engineering support services. Detailed scopes of work will be developed for each assignment, which will typically be issued on a rotational basis factoring in performance and dollars allocated for previous work orders issued as a result of this solicitation. It is anticipated that services provided by the Consultants will include, but not be limited to, traffic engineering studies, specific management oversight projects, programs, and activities that will encompass planning and design, construction activities, research and preparation of reports, studies, coordination with community organizations, project management, production management, construction administration, design and construction cost estimating, value engineering, scheduling, Geographic Information Systems (GIS) production/management, utility coordination, document control and records management, and administrative and financial program management for the City's comprehensive transportation and transit improvement program, as well as any and all required reports for transportation and traffic engineering -related projects. FISCAL IMPACT The fiscal impact to the City because of the Work included under each of these PSAs will not exceed your delegated authority of $500,000.00. The hourly rates proposed by the Consultants for their key personnel varied between $380.00 for Principals and $32.00 for the lowest required classification. The hourly rates proposed by the City, and accepted by the Consultants, ranged DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Page 2, Recommendation for Award of Contract for Misc. Transportation and Traffic Engineering Support Services, Arthur Noriega V, City Manager from $218.00 to $32.00 for the proposed classifications, resulting in considerable savings for our taxpayers. BACKGROUND On June 1, 2021, Procurement issued RFQ No. 20-21-005 under full and open competition, to obtain proposals from qualified and experienced professional consulting firms to procure a Citywide pool of engineering consultants, which will operate under the oversight of the Department of Resiliency and Public Works (RPW) project management staff, in accordance with Florida Statutes, Section 287.055, the Consultants' Competitive Negotiation Act (CCNA). On July 16, 2021, Procurement received eighteen (18) proposals in response to this solicitation. Consequently, the proposals were reviewed by Procurement staff, upon which seventeen (17) proposals from the Consultants were deemed responsive and responsible. One (1) Consultant was deemed non -responsive to the minimum qualifications and experience requirements of the RFQ, for not demonstrating the appropriate level of substantial prior experience in transportation engineering design projects. Subsequently, on September 13, 2021, the Evaluation Committee appointed by the City Manager completed the evaluation of all responsive and responsible proposals and recommended that negotiations of PSAs be initiated with the top ten (10) Consultants. As a result, Procurement requested the Consultants to submit their proposed hourly rates for key personnel, which were received between November 3, 2021, and November 5, 2021. Subsequently, on January 5, 2022, a Negotiations Team reviewed and approved the hourly rates for key personnel proposed by the City as compensation to the Consultants. The Consultants have since accepted in writing the hourly rates for their key personnel proposed by the City on January 12, 2022. Consequently, approval of this recommendation is requested. Execution of ten (10) PSAs will be completed upon your approval. Your signature below indicates your approval of Procurement's recommendation. f ---DocuSlgned by: a Nbint* Approved: \._......nFnnpRni79nna9A Arthur Noriega V, City Manager February 10, 2022 1 08:27:38 Date: c: Nzeribe lhekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Juvenal Santana, PE, Director of Public Works, RPW Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR21219 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: October 21, 2021 FILE: City Manager FROM: Annie Perez, CPPO SUBJECT: Report of Evaluation Committee os Director/Chief Procurement Officer for RFQ No. 20-21-005 Miscellaneous ��� Department of Procurement Transportation and Traffic Engineering Support Services for the Department of Resilience and Public Works ("RPW") REFERENCES: Request for Qualifications (RFQ) No. 20-21-005 ENCLOSURES: Response Security List, Evaluation Committee Appointment Memorandum, and Evaluation Committee Score Sheets and Tabulation BACKGROUND On June 1, 2021, the City of Miami ("City") Department of Procurement ("Procurement") issued Request for Qualifications ("RFQ") No. 20-21-005 for the provision of Miscellaneous Transportation and Traffic Engineering Support Services ("Project"), on behalf of the Department of Resilience and Public Works ("RPW"). On July 16, 2021, Procurement received eighteen (18) proposals in response to this solicitation. Subsequently, the proposals were reviewed by Procurement staff, and upon completion of its due diligence effort, seventeen (17) proposals were deemed responsive and responsible in accordance with the minimum qualification and experience requirements of the RFQ. The remaining proposal, submitted by Florida Transportation Engineering, Inc. (FTE), was deemed non -responsive for not meeting the minimum requirements of the RFQ. Consequently, on September 13, 2021, pursuant to Section 3.1, "Acceptance/Rejection," and in consultation with the City Attorney's Office, a letter of non -responsiveness was sent to FTE. SUMMARY OF EVALUATION While governed by Florida Statutes Section 287.055, a typical selection of professional services consultants may be comprised of two (2) steps: Step 1 "Evaluation of Qualifications and Experience," and Step 2 "Evaluation of Technical Proposals/Oral Presentations." On September 13, 2021, an Evaluation Committee ("Committee") appointed by the City Manager on July 6, 2021, met to complete the Step 1 evaluation of the seventeen (17) responsive and responsible proposals, following the guidelines stipulated in the solicitation. One of the committee members, Mr. Douglas Cobb, was unable to attend the meeting. The remaining committee members unanimously voted to continue with evaluation of the proposals in spite of Mr. Cobb's absence. Accordingly, the proposals were evaluated pursuant to the six (6) evaluation criteria listed below: DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Page 2, RFQ 20-21-005 Miscellaneous Transportation and Traffic Engineering Support Services Arthur Noriega V, City Manager Evaluation Criteria Step 1 Proposer's Qualifications and Experience Proposer's Project Manager's Qualifications and Experience Proposer's Lead Transportation Engineer's Qualifications and Experience Proposer's Team Members Qualifications and Experience Design Philosophy and Process/Technical Capabilities and Approach Amount of Work Awarded by the City Maximum Points (Per Committee Member) 30 20 20 15 10 5 Total Points Per Committee Member 100 Due to the potential utilization of non -local funding sources to compensate the selected consultant under contract, the standard fifteen percent (15%), participation of Small Business Enterprise ("SBE") firms was not required. Furthermore, Procurement staff assigned scores for Criterion 6, "Amount of Work Awarded by the City," based on the amount of work awarded by the City of Miami within the previous three (3) years from the Proposal Submission Due Date of July 16, 2021. The individual scores per team under this criterion are indicated between parenthesis next to the total awarded points shown below. The final scores were as follows: Proposing Firms 1. Gannett Fleming, Inc. 2. Kimley-Horn and Associates, Inc. 3. Stantec Consulting Services, Inc. 4. Parsons Transportation Group Inc. 5. A & P Consulting Transportation Engineers Corp. 6. Keith and Associates, Inc. 7. WSP USA, Inc. 8. H.W. Lochner, Inc. 9. The Corradino Group, Inc. 10. Marlin Engineering, Inc. 11. Prosser, Inc. 12. Calvin, Giordano & Associates, Inc. 13. Metric Engineering, Inc. 14. David Plummer & Associates, Inc. 15. CALTRAN Engineering Group, Inc. 16. R.J. Behar & Company, Inc. 17. HBC Engineering Company Awarded Points (Maximum 400 points) 362 (5) 360 (4) 359 (5) 355 (5) 351 (3) 350 (5) 349 (2) 347 (5) 346 (3) 344 (5) 340 (5) 339 (5) 338 (4) 337 (5) 337 (3) 336 (3) 332 (4) The Committee decided to waive Step 2 proceedings and voted unanimously to recommend to the City Manager that negotiations of professional services agreements ("PSAs") be initiated with each firm. The final number of actual contracts will be determined by the City based on availability of funds. The tabulation and individual Committee member score sheets for the Step 1 proceedings are attached as supporting documentation. Recommendation The Committee hereby requests authorization for Procurement, in collaboration with the nominated Negotiations Committee, Messrs. Charles Alfaro and Collin Worth from DRPW, and Mr. Adam Old from the Omni Community Redevelopment Agency, to commence negotiations of a PSA to provide miscellaneous transportation and traffic engineering support services for the Project, in the preferred order of ranking. Pursuant to DRPW staff, a PSA will be negotiated initially with the top ten (10) ranked teams. Should negotiations with any team fail, the PR21211 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Page 3, RFQ 20-21-005 Miscellaneous Transportation and Traffic Engineering Support Services Arthur Noriega V, City Manager Committee hereby requests permission to commence negotiations with the remaining teams listed above, in the preferred order of ranking, until ten (10) PSAs are successfully negotiated, and subsequently awarded. APPROVED: ,-"-'DocuSIgnedby: Qvf Novitla, ',..,.-... Afinr: F6r;177 f1 f142 A Arthur Noriega V City Manager DATE: october 25, 2021 1 09:53:22 EDT c: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Juvenal Santana, PE, Director of Public Works, RPW Charles Alfaro, PE, Assistant Director, RPW Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR21211 Docusign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 ��Ny Source: To Be Awarded Periscope Source Periscope Source Welcome amhansen@miamigov.com I Logout Need assistance? Contact us w rn110Ob^490.4134 Home Search Source Contracts Tools Go to Bid Information Tabulation Report Award Report Awarding Bid #20-21-005 - Miscellaneous Transportation and Traffic Engineering Support Services PAJ Description 20-21-005--01-01 - Transportation and Traffic Engineering Support Services Award Supplier 11 Not Awarded 0 Parsons Environment & Infrastructure Group, Inc. [0] [AA] Note 0 Award Multiple Suppliers Send PreAward Notification 1 Weighted I Reorder Bidders Qualifications Unit Price Qty Price Head Attch. Attch. Docs Offer Notes My Notes Reject 1 o David Plummer & Associates [D] [AA] 1 o Marlin Engineering [D] [AA] 1 O R. J. Behar & Comps Inc. [D] [AA] 1 o Prosser Inc. [D] [AA] 1 o Keith and Associates Inc [D] [AA] 1 o A&P Consulting Transportation Engineers 1 Corp. [D] [AA] o Gannett Fleming, Inc. [D] [AA] 1 O The Corradino Group [Ad1 [D] [AA] 1 o Calvin, Giordano & Associates Inc. [DJ 1 [AA] O CALTRAN Engineering Group Inc. [D) 1 [AA] o Stantec Consulting Services Inc. [D] (AA] 1 O Kimley-Horn and Associates, Inc, [D] [AA] 1 o HBC Engineering Comp y [D] [AA] 1 o WSP USA Inc. [D] [AA] 1 o Lochner [D] [AA] 1 0 Florida Transportation Engineering Inc. ID] [AA] O Metric Engineering Inc, [D] [AA] 1 1 IJ 1[ https://www.bidsync.com/DPX?ac=awgrouplist&auc=2075872&fromunlock=1#round 2434817 1/2 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Source: To Be Awarded Periscope Source Supplier Notifications Agency Invited 1 No Bid Count 0 Award Scenarios Create New Scenario Name Scenario Name PREAWARD NOTIFICATION ATTACHMENT Upload Attachment Save Current Scenario Scenario Total Actions Cl All bids/proposals submitted for the designated project are reflected on this tabulation sheet, However, the loseisting of the bid/proposal on this tabulation sheet shall not be construed as a comment on the responsiveness of such bid/proposal or as any indication that the agency accepts such bid/proposal as being responsive. The agency will make a determination as to the responsiveness of the vendor responses submitted based upon compliance with all applicable laws, purchasing guidelines and project documents, including but not limited to the project specifications and contract documents. The agency will notify the successful vendor upon award of the contract and, as according to the law, all bid/proposal responses received may be available for inspection at that time. Questions? Contact a Periscope Source representativ 00-99O-9339 or email: source-suppert@periscopeholdingS.COr Home I Bid Search I Bids I Orders I Tools I Support I Privacy I Logout I Copyright c© 2020 - Periscope Holdings, Inc. - All rights reserved. https://www.bidsync.com/DPX?ac=awgrouplist&auc=2075872&fromunlock=1#round 2434817 2/2 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager FROM: Annie Perez, CPPO, Director Department of Procurement DATE: June 29, 2021 FILE: SUBJECT: Appointment of Evaluation Committee for Request for Qualifications ("RFQ") No. 20-21-005 Miscellaneous Transportation and Traffic Engineering Support Services REFERENCES: RFQ No. 20-21-005 The Procurement Department ("Procurement"), on behalf of the Department of Resilience and Public Works (RPW), issued RFQ No, 20-21-005 on June 1, 2021, for Miscellaneous Transportation and Traffic Engineering Support Services. It is respectfully requested that you approve the appointment of the following individuals to serve as members of the Committee to evaluate and score proposals to be received on July 9, 2021. Each proposed member has the requisite knowledge and experience to evaluate the proposals pursuant to the RFQ, Chairperson (non -voting) Anthony Hansen, Sr. Procurement Contracting Officer, Procurement, City of Miami ("COM") City of Miami Committee Members (voting) Charles M. Alfaro, P.E., Assistant Director, Department of Resilience and Public Works, COM Collin Worth, Transportation Analyst, Department of Resilience and Public Works, COM External Committee Members (voting) Adam Old, Director of Planning and Policy, Omni Community Redevelopment Agency Douglas P. Cobb, Ph.D., PE, PTOE, RSP2I, Senior Traffic Engineer, Department of Public Works, Sustainable Public Infrastructure Division, City of Coral Gables Ileana Quintana, CGC, GEC, ENV SP, Water and Sewer Construction Coordinator, Miami -Dade County ("MDC") Water and Sewer Department ("WASD") Alternate Committee Members David Snow, Chief of Urban Design, Office of Planning, COM Sylejman Ujkani, Program Manager, Department of Resilience and Public Works, COM APPROVED: Arthur Nori AP: ah ti V, City Manager 7// Date c: Nzeribe lhekwaba, Ph.D., P.E., Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney, Office of the City Attorney Alan M. Dodd, P.E., Director, RPW Fernando V. Ponassi, MA Arch., MA PPA, LEED°AP, Assistant Director, Procurement PR21098 Detail by P.ntity Name Page 1 of 3 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Florida Department of Stale Department of State / Division of Corporations / Search Records / Search by Entity Name / DIVISION OF CORPORATIONS Detail by Entity Name Florida Profit Corporation A & P CONSULTING TRANSPORTATION ENGINEERS CORP. Filing Information Document Number P95000003950 FEI/EIN Number 65-0770583 Date Filed 01/17/1995 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/07/2022 Event Effective Date NONE Principal Address 8935 NW 35 LANE, SUITE 200 DORAL, FL 33172 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 S/GENERAL COUNSEL PLATT, MICHAEL A 3 WINNERS CIRCLE ALBANY, NY 12205 https ://search. sunbiz. org/Inquiry/Corporation S earch/S earchResultDetail?inquirytype=Entit... 3/24/2022 Detail by Entity Name Page 2 of 3 DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Title ASSISTANT SECRETARY DAMES, NIKKI C 3 WINNERS CIRCLE ALBANY, NY Title D STEPHENSON, JAMES B 1 FANEUIL HALL MARKETPLACE SUITE 4195 BOSTON, MA 02109 Title V ACOSTA, ANTONIO 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title V GIL-MERA, CARLOS M 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title P HENSLEY, JOHN, JR. 270 PEACHTREE STREET NW, SUITE 1500 ATLANTA, GA 30303 Title V WHITAKER, PHILLIP B 626 MISSISSIPPI AVENUE SIGNAL MOUNTAIN, TN 37377 Title V STEYER, MEGAN L 3 WINNERS CIRCLE ALBANY, NY 12205 Title CFOT BERNARDO, DOM M 575 BROADWAY ALBANY, NY 12207 Annual Reports Report Year Filed Date 2021 01/06/2021 https://search. sunbiz.org/Inquiry/CorporationSearch/S earchResultDetail?inquirytype=Entit... 3/24/2022 Detail by Entity Name DocuSign Envelope ID: 4FB8939C-6F07-4748-AB80-CF9020730040 Page 3 of 3 2021 2022 05/20/2021 01 /11 /2022 Document Images 03/07/2022 -; Amendment 0 /1 / 022 -- ANN 1. REPORT 05/20/2021 -- AMENDED ANNUAL REPORT 01/06/2021 --ANNUAL REPORT 01/15/2020-- ANNUAL REPORT 01/10/2019.-- ANNUALR'PORT 04/05/2018 -- Off/oir 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 R1 L RT 04/30/2001 --ANNUAL. REPORT 05/15/2000 -- ANNUAL REPORT 02/14/2000 -- Amendment 02/20/1999 --ANNUAL REPORT 05/19/1998 -- ANNUAL. REPORT 05/07/1997 -- REINSTATEMENT 01/17/1995 -- DOCUMENTS PRIOR TO 1997 View image in PDF format View image in PDF formal 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 imago in PDF format View image in PDF formal View image in PDF format View image in PDF format View image in PDF format View irnage in PDF format View image in PDF formal View image in PDF format View image in PDF format 1 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 imago in PDF format View image in PDF forrnat View image in PDF format View image in PDF formal 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/Corporations earch/S earchResultDetail?inquirytype=Entit... 3/24/2022 ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF CONTRACT This Acceptance of Assignment and Assumption of Contract ("Acceptance") is entered into this day of , 20 , between the City of Miami, a Florida municipal corporation ("City"), A&P Consulting Transportation Engineers Corp., a Florida profit corporation ("Assignor"), and CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Assignee"), with its principal place of business located at 575 Broadway, Albany, New York 12207 (collectively referred to as the "Parties"). RECITALS WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), the City Manager approved the award of Request for Qualifications ("RFQ") No. 20- 21-011 for the provision of Miscellaneous Engineering Services to the Consultant ("Contract"); and WHEREAS, on August 17, 2022, the Contract was executed between Assignor and the City; and WHEREAS, on February 7, 2022, the Assignee entered into a Purchase Agreement with the Assignor; and WHEREAS, Assignee has acquired and assumed the Assignor's business interests, rights, and responsibilities pursuant to said Purchase Agreement; and WHEREAS, on June 27, 2022, the City received a letter of consent from Assignor, attached hereto as Exhibit "A," to assign, transfer, and convey all contracts to Assignee; and WHEREAS, pursuant to Article 10.03 of the Agreement, titled "Successors and Assigns," said 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;" and WHEREAS, the City Commission, pursuant to Resolution No. , adopted on , 2022, granted approval and consented to the assignment of the Contract upon the terms and conditions herein; NOW, THEREFORE, in consideration of the mutual obligations expressed herein, and for other good and valuable consideration, the adequacy of which is hereby acknowledged, the City and Assignee enter into this Acceptance and agree as follows: TERMS: 1. RECITALS: The recitals herein are true and correct and are hereby incorporated into and made a part of this Acceptance. Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services 2. CITY'S CONSENT: The City hereby acknowledges and consents to this Acceptance and the assignment of the Contract between the City and CHA for the provision of Miscellaneous Engineering Services contingent upon acceptance of the following terms: (1) Assignor hereby grants, bargains, sells, conveys, transfers, assigns, and sets over its entire rights, and delegates its entire obligations under the Contract to Assignee (2) Assignee hereby accepts the assignment and assumption of the Contract from Assignor and acknowledges and represents to the City that it will abide by and assume each and every term, obligation, and condition of the Contract, including, but not limited to, each and every responsibility, duty, and obligation of Assignor set forth in the Contract, on or subsequent to the date of this Acceptance. (3) By execution of this Acceptance, the Assignee agrees to the terms and conditions and provisions contained in the Contract and herein. 3. NOTICES: All notices or other communications required under this Amendment shall be in writing and shall be given by hand -delivery or by registered or certified U.S. Mail, return receipt requested, addressed to the other party at the address indicated herein or to such other address as a party may designate by notice given as herein provided. Notice shall be deemed given on the day on which personally delivered; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. To Assignee To the Cit John Hensley, Jr. Infrastructure Sector President/Executive Vice President CHA Consulting, Inc. 8935 NW 35th Lane, Suite 200 Doral, FL 33172 Email: jhensley©chacompanies.com Phone: 305-592-7283 Arthur Noriega V City Manager City of Miami 3500 Pan American Drive Miami, FL 33133 With copies to: Victoria Mendez City Attorney City of Miami 444 SW 2nd Avenue, Suite 945 Miami, Florida 33130 Annie Perez, CPPO Director of Procurement City of Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 2 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services 4. GOVERNING CONDITIONS: All remaining terms of the Agreement, not specifically changed herein, and any amendment or addendum thereto, shall remain in full force and effect through the extended term. 5. COUNTERPARTS, ELECTRONIC SIGNATURES: This Amendment may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Amendment (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Amendment upon request. 6. SIGNATURE AUTHORITY: The individuals executing this Acceptance on behalf of the Assignor, the Assignee, and the City represent that they have the full authority to execute this document on behalf of the entity for which they represent. [SIGNATURE PAGE FOLLOWS] 3 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Print Name: M i c k c t A. Pia 'IT Title: Se c r-e -i- ca., yv, (Corporate Seal) ‘k�tit�ti��+i+++�4r+� SEAL ATTEST: • • %'1.11i4V YOCkt ,I10 1 lyfll1111O By: `eA._ LA Print Name: IV i e . 'D•ot rv+-cif Title: i�-}c v�fi s�cir�irl vv� (Corporate Seal) r1 4J0;:zt A s 4 "Assignee" CHA CONSULTING, INC., a foreign profit corporation authorized to conduct business in Florida By: Print Name: Jnkin _L-te"krl-e . Jr. Title: x.ec -five Vitt Pr-td vvi- (Authorized Corporate Officer) "Assignor" A&P Consulting Transportation Engineers Corp., a profit corporation authorized to conduct business in Florida By: Print Name: ,161,,s.► #-(ervt4e*j .Jr. Title: Qrp t cl e vti T (Authorized Corporate Officer) Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services CITY OF MIAMI, a Florida municipal ATTEST: corporation By: Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM APPROVED AS TO INSURANCE AND CORRECTNESS: REQUIREMENTS: Victoria Mendez Ann -Marie Sharpe City Attorney Risk Management Director 5 EXHIBIT "A" June 15, 15, 2022 Via E-mail Only Arthur Noriega, City Manager Office of the City Manager City of Miami 44 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130-1910 anoriega@miamigov.com Annie Perez, CPPO, Director Department of Procurement City of Miami 44 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130-1910 annieperez@miamigov.com Victoria Mendez, City Attorney Office of the City Attorney City of Miami 44 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130-1910 victoriamendez@miamigov.com Dear Ladies and Gentlemen: As indicated by letter to you dated March 1, 2022, A&P Consulting Transportation Engineers Corp. ("A&P") was acquired by CHA Consulting, Inc. ("CHA") earlier this year. CHA is an innovative, full -service engineering consulting and construction management firm delivering sustainable, integrated solutions to the world's most challenging infrastructure projects. With decades of experience, we bring inspired talent, forward -leaning technology, and essential partnerships to meet our clients' evolving needs. The addition of A&P to our team brings CHA's headcount in the state of Florida to over 150 employees, effectively expanding CHA's infrastructure team and capabilities to support the growing needs of our collective transportation and water/wastewater clients. Effective July 2, 2022, A&P will be fully integrated into CHA. CHA and A&P would like to assign A&P's active contracts to CHA effective as of that date. The professionals providing the services under those contracts will remain the same; the resources they can call upon, however, will expand significantly. If you consent to the assignment, please have the appropriate person execute the attached document and return a PDF copy to Nikki C. Dames, Assistant General Counsel, via e-mail at ndames@chacompanies.com. She is also available to answer any assignment -related questions you may have. 8935 NW 35th Lane, Suite 200, Doral, FL 33172 T 305.592.7283 • www.chacompanies.com 6 EXHIBIT "A" Our goal is to make this transition as seamless as possible for you. If you have any questions regarding CHA's acquisition of A&P or the services CHA can offer, please contact Eithel Sierra by telephone at Direct: (786) 257-3118 or by e-mail at emsierra@apcte.com. Sincerely, A&P CONSULTING TRANSPORTATION ENGINEERS CORP. t--- ,tit Antonio G. \\costa Vice President CHA CONSULTING, INC. John Hensley, Jr. Infrastructure Sector President Executive Vice President cc: Angel R. Carrasquillo, PE, Director (acarrasquillo@miamigov.com, via e-mail only) Office of Capital Improvements EXHIBIT "A" CONSENT TO ASSIGNMENT OF CONTRACTS City of Miami hereby consents to the assignment of the following agreements, and any task orders or work assignments issued underneath them, from A&P Consulting Transportation Engineers Corp. to CHA Consulting, Inc., effective July 2, 2022: Agreement Name Date Professional Services Agreement (RFQ No. 20-21-011) Professional Services Agreement (RFQ No. 20-21-005) August 17, 2022 May 19, 2022 Professional Services Agreement (RFQ No. 18-19-012) Professional Services Agreement (RFQ No. 17-18-026) October 25, 2019 August 14, 2019 Professional Services Agreement (RFQ No. 17-18-031) August 14, 2019 Professional Services Agreement (RFQ No. 16-17-063) August 16, 2018 City of Miami By: (Signature) Name: Title: Date: C"A Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services EXHIBIT "B" CORPORATE RESOLUTION (This Resolution must authorize the signatory to sign) WHEREAS, CHA Consulting, Inc., a foreign profit corporation authorized to conduct business in Florida ("Corporation"), desires to enter into this Acceptance of Assignment Amendment ("Amendment") with the City of Miami, a Florida municipal corporation ("City"), for the purpose of performing the work described therein this Amendment to which this corporate resolution is attached; and WHEREAS, the Corporation's Board of Directors at a duly held corporate meeting has considered the matter in accordance with the bylaws of the Corporation; NOW, THEREFORE, BE IT RESOLVED BY THE CORPORATION'S BOARD OF DIRECTORS that the Corporation is authorized to enter into this Amendment with the City, and the Corporation's Executive Vice President and the Secretary are hereby authorized and directed to execute the Amendment in the name of the Corporation and to execute any other document and perform any acts in connection therewith as may be required to accomplish its purpose. IN WITNESS WHEREOF, this I'`"r day of SQ o,,,4f+e-2022. (►.N.cuLtLY\ ►n C. (Corporation) A N e vv / o fK (State) corporation Print Name: Mi c1,04.1 A - P►a1t TITLE: (sign) (sign) Print Name: Jb kh H J Ie`.j ,dam �c c c kt► v Z V Ct Pre f' �t t 9 Acceptance of Assignment Amendment to the Professional Services Agreement with CHA Consulting, Inc. for Miscellaneous Engineering Services EXHIBIT "C" CITY OF MIAMI RESOLUTION NO. XXXXXXX 10 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Procurement DEPT. CONTACT PERSON: Max Sagesse/Luis Caseres EXT. 1913 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: A & P Consulting Transportation Engineers Corp. IS THIS AGREEMENT AS A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $500,000.00 FUNDING INVOLVED? ■❑ YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT ❑■ YES ❑ NO ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT OTHER: (PLEASE SPECIFY) Continuing Contract - RFQ 20-21-011 PURPOSE OF ITEM (BRIEF SUMMARY) Miscellaneous Engineering Services COMMISSION APPROVAL DATE: N/A FILE ID: N/A ENACTMENT NO.: N/A IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: Contract is within the City Manager's approval authority. ROUTING INFORMATION Date Signature/Print APPROVAL BY DEPARTMENTAL DIRECTOR Reviewed by FVP. signatory party is listed June 3, 2022 111n48P7EDT t--DocuSigned by: �#- ,,.:4- 7 a.t-a.7 t—a9E6-6468... in the Certificate of Authority. SUBMITTED TO RISK MANAGEMENT June 3, 2022 I Ar] j�� rJ S 14Rj�j�(JT tr12°cuSigned by: SUBMITTED TO CITY ATTORNEY Matter ID No. 22-1200 Pablo R. Velez in behalf July 27, 2022 Victoria Mend I 11:28:38 273g63'82'4E7... D DocuSi5Cgnedby: / �/—Z of (7/26/22) APPROVAL BY BUDGET OFFICE Funding is based upon funding in projects as August 3, 2022 work is needed, �aY 95094 LEM 8/1/ ED 'rf°/9i ElL'w57... —"7— APPROVAL BY ASSISTANT CITY MANAGER Fernando Casamayor1796C54g5... APPROVAL BY DEPUTY CITY MANAGER August 8, 2022 Nzeribe Ihekw o DocuSigned by: I 14: 59:15 DT OyA ik, l(A,t,Lw J 5F94-36*FE40#58... RECEIVED BY CITY MANAGER August 11 2o22Aithg:11gri6Ua-DocuSigned g Y iiy by: Nbvtt yt 850CF6C372DD42A... SUBMITTED TO AND ATTESTED BY CITY CLERK August 17, 2022 Todd Hannon I 09:30:18 (DocuSignedby: E. L 1) ONE ORIGINAL TO CITY CLERK 2) ONE COPY TO CITY ATTORNEY'S OFFICE 3) REMAINING ORIGINAL(S) TO ORIGINATING DEPARTMENT PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 22135 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT OR AMENDMENT OVERVIEW PSA TITLE: Miscellaneous Engineering Services 1. AWARD DELEGATED AUTHORITY: 0 Chief Procurement Officer — Authority level of $ City Manager — Authority level of $ 500,000.00 ❑ City Commission — RESOLUTION No. N/A 2. PROCUREMENT METHOD: RFP/Q 0 ITB 0 SOLE SOURCE 0 PIGGY -BACK 0 PROFESSIONAL SERVICES UNDER $25,000 0 OTHER (Please explain): 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. N/A 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? 0 YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? 5. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Office of Capital Improvements 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? N/A 10.WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? N/A 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Evaluation Committee per Florida Statutes, Section 287.055. DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract 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 RENEW 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 DELEGATION 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 13 ARTICLE 10 MISCELLANEOUS 13 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 14 10.07 INTERPRETATION 15 10.08 JOINT PREPARATION 15 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 16 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 10.14 DISCRETION OF DIRECTOR 16 10.15 RESOLUTION OF CONTRACT DISPUTES 17 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 17 10.18 THIRD PARTY BENEFICIARY 17 10.19 ADDITIONAL TERMS AND CONDITIONS 17 10.20 SEVERABILITY 17 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 11.01 EQUITABLE ADJUSTMENT 18 11.02 NON -APPROPRIATION OF FUNDS 18 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED 18 11.04 DAVIS-BACON ACT 18 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 18 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 19 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) 19 11.08 NOTIFICATION TO PERFORM WORK 19 11.09 BACKGROUND CHECKS 19 11.10 EQUAL EMPLOYMENT OPPORTUNITY 20 11.11 CLEAN AIR ACT 20 11.12 FEDERAL WATER POLLUTION CONTROL ACT 21 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT 21 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 21 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) 21 11.16 PROCUREMENT OF RECOVERED MATERIALS 21 11.17 DHS, SEAL, LOGO, AND FLAGS 21 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS 21 11.19 ACCESS TO RECORDS 21 11.20 SUSPENSION AND DEBARMENT 22 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 22 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 22 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 23 ATTACHMENT A - SCOPE OF WORK 27 ARTICLE Al GENERAL 27 A1.01 SCOPE OF SERVICES 27 A1.02 WORK ORDERS 30 A1.03 PAYMENTS 30 ARTICLE A2 BASIC SERVICES 30 A2.01 DEVELOPMENT OF OBJECTIVES 31 A2.02 SCHEMATIC DESIGN 31 A2.03 DESIGN DEVELOPMENT 32 A2.04 CONSTRUCTION DOCUMENTS 32 A2.05 BIDDING AND AWARD OF CONTRACT 33 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 34 A2.07 TIME FRAMES FOR COMPLETION 36 ARTICLE A3 ADDITIONAL SERVICES 36 A3.01 GENERAL 36 A3.02 EXAMPLES 36 A3.03 ADDITIONAL DESIGN 37 ARTICLE A4 REIMBURSABLE EXPENSES 37 A4.01 GENERAL 37 A4.02 SUBCONSULTANT REIMBURSEMENTS 37 ARTICLE A5 CITY'S RESPONSIBILITIES 37 A5.01 PROJECT AND SITE INFORMATION 37 A5.02 CONSTRUCTION MANAGEMENT 38 SCHEDULE Al - SUBCONSULTANTS 39 SCHEDULE A2 - KEY STAFF 39 ATTACHMENT B - COMPENSATION AND PAYMENTS 40 ARTICLE B1 METHOD OF COMPENSATION 40 B1.01 COMPENSATION LIMITS 40 B1.02 CONSULTANT NOT TO EXCEED 40 ARTICLE B2 WAGE RATES 40 B2.01 FEE BASIS 40 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 40 Miscellaneous Engineering Services 2 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT B2.03 MULTIPLIER 40 B2.04 CALCULATION 40 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 40 B2.06 ESCALATION 41 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 41 B3.01 LUMP SUM 41 B3.02 HOURLY RATE FEES 41 B3.03 REIMBURSABLE EXPENSES 41 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 41 B3.05 FEES FOR ADDITIONAL SERVICES 41 B3.06 PAYMENT EXCLUSIONS 42 B3.07 FEES RESULTING FROM PROJECT SUSPENSION 42 ARTICLE B4 PAYMENTS TO THE CONSULTANT 42 B4.01 PAYMENTS GENERALLY 42 B4.02 FOR COMPREHENSIVE BASIC SERVICES 42 B4.03 BILLING — HOURLY RATE 42 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 43 B4.05 DEDUCTIONS 43 ARTICLE B5 REIMBURSABLE EXPENSES 43 B5.01 GENERAL 43 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 43 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 43 B6.01 GENERAL 43 SCHEDULE B1 — WAGE RATES SUMMARY 44 SCHEDULE B2 — CONSULTANT INVOICE 47 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 3 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract Consultant A & P Consulting Transportation Engineers, Corp. Consultant's Office Location 8935 N.W. 35 Lane, Suite 200, Doral, Florida 33172 City Authorization Section 18-87, City of Miami Code Agreement Number 20-21-011/6 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this August day of 17th in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and APTCE , hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-011 on May 7, 2021, for the provision of Miscellaneous Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("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, including, without limitation, City Code Section 18-87, 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 Engineering Services 4 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, 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. 1.11 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. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 Federal Disaster Assistance means the collective multiple types of major disaster assistance in funding, personnel, equipment, facilities, goods, services, projects, grants, processes, coordination, resources, and other recovery assistance, and efforts created and authorized from time to time by the Federal Government. 1.17 Federal Government means the government of the United States of America. 1.18 Federal Requirements means collectively, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S. C. 5121 et seq., as amended ("Stafford Act"), and all other federal rules, Miscellaneous Engineering Services 5 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT procurement thresholds, compliance, audit and reporting procedures, regulations, and guidelines established for Federal Disaster Assistance from time to time. 1.19 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. 1.20 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.21 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. 1.22 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. 1.23 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.24 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. 1.25 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. 1.26 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. 1.27 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.28 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.29 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. 1.30 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. 1.31 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. 1.32 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise {"CBE"), means a firm that has been certified by Miami Dade County, who will provide architectural, Consultant as required pursuant to City Code Section 18 87. 1.33 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. Miscellaneous Engineering Services 6 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 1.34 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. 1.35 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.36 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.37 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. 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). New Work Orders shall not be issued after the expiration date. The City, by action of the City Manager or the City Manager's designee, reserves the right to automatically extend this Agreement for up to one hundred eighty (180) 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 eighty (180) day extension may occur. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO RENEW The City, by action of the City Manager or the City Manager's designee, shall have the option to renew the original term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said options to renew provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currcntly ccrtifiod 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 thcsc requirements will cause the firm to be disqualified ac nonrocponcive 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 fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed Five -Hundred Thousand Dollars ($500,000) in total over Miscellaneous Engineering Services 7 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 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, and other limitations on compensation, as applicable. 2.05-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another 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, if said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 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, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. 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 Miscellaneous Engineering Services 8 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. Miscellaneous Engineering Services 9 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC 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 specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to 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. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 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 Engineering Services 10 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC 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, or otherwise required by law, 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, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT Miscellaneous Engineering Services 11 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") 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 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 attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of 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 work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel 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 cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also 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. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. 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 Subconsultant 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 Engineering Services 12 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC 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 also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance with Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to the Procurement Department and 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 minimal 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 $1,000,000.00 per claim, $1,000,000.00 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 one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.03-4 Worker's Compensation Insurance: The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each occurrence. 9.03-5 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 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. Miscellaneous Engineering Services 13 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 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. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: Miscellaneous Engineering Services 14 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega©miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez©miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez©miamigov.com Phone: 305-416-1832 With Copies to: Angel Carrasquillo, P.E. Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: ANCarrasquillo©miamigov.com Phone: 305-416-1225 A&P Consulting Transportation Engineers, Corp. Antonio Acosta, P.E., CGC Principal 8935 N.W. 35 Lane, Suite 200 Doral, Florida 33172 Email: CMGiI©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 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. Miscellaneous Engineering Services 15 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12-1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12-3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. Miscellaneous Engineering Services 16 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, 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 (Hi) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights 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 regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. Miscellaneous Engineering Services 17 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 11.01 EQUITABLE ADJUSTMENT The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Successful Bidder's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Successful Bidder that continued performance of the contract would results in a substantial loss. Successful Bidder might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. 11.02 NON -APPROPRIATION OF FUNDS In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successful Bidder or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED As part of the ITQ, the Bidders are required to identify any and all Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subcontractor. Failure to identify any and all subcontractors in the Bid shall render the Bid non -responsive, unless the Successful Bidder submits this documentation to the City within five (5) working days after the bid opening. The Successful Bidder shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subcontractor(s) not originally mentioned in their Bid, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subcontractor(s) and the City. The Successful Bidder shall be fully responsible to the City for the acts and omissions of the Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Successful Bidder. 11.04 DAVIS-BACON ACT Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Each Bidder shall use the Federal Wages reflected in Wage General Decision Number- FL 180260 01/12/2018 FL260 in developing its bid for this project. The selected bidder/contractor shall be required to provide certified payroll records documenting the work performed on this project. Wage General Decision Number- FL 180260 01/12/2018 FL260 can be found in the Header/Attachment Section under Attachment A. 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 1) The Contractor shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2) The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. Miscellaneous Engineering Services 18 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 3) A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12. 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 1) Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2) Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3) Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4) The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontract. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Successful Bidder's actual cost and will be passed on to the City without markup or any additional fees. The Successful Bidder shall submit purchase receipt of parts along with the labor invoice for payment. The Successful Bidder shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. 11.08 NOTIFICATION TO PERFORM WORK The Successful Bidder shall notify the Project Manager when an employee is on the property and for what purpose. 11.09 BACKGROUND CHECKS The Successful Bidder shall be required to comply with the background screening specifications as listed in the Jessica Lunsford Act, Florida Statue § 1012-32. The law requires that before contract personnel are permitted access on grounds when children are present, or if they will have direct contact with children, or have access to or control of school funds, they must have completed Level Two (2) screening requirements. Prior to commencement of the project, the Successful Bidder shall provide Level Two (2) background screening results for all employees completing the work on park grounds. Miscellaneous Engineering Services 19 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 11.10 EQUAL EMPLOYMENT OPPORTUNITY During the performance of any resulting contract from an ITQ, the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 11.11 CLEAN AIR ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. Miscellaneous Engineering Services 20 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 11.12 FEDERAL WATER POLLUTION CONTROL ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) Bidders who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that take place in connection with obtaining any Federal award. Such disclosures are forwarded form tier to tier up to the recipient. Please refer to each ITQ for Federally Funded projects for the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Bidders to return this form signed along with their bid. 11.16 PROCUREMENT OF RECOVERED MATERIALS 1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule; b. Meeting contract performance requirements; or c. At a reasonable price. 2) Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. 11.17 DHS, SEAL, LOGO, AND FLAGS The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS This is an acknowledgement that FEMA financial assistance may be used to fund this contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 11.19 ACCESS TO RECORDS 1) The Contractor agrees to provide the Project Manager assigned by the City of Miami, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. Miscellaneous Engineering Services 21 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT 3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. 11.20 SUSPENSION AND DEBARMENT 1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3) This certification is a material representation of fact relied upon by City of Miami. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 1) If this contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, then it shall be subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2) Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractor's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 1) The work to be performed under this contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not Miscellaneous Engineering Services 22 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. 5) The contractor will certify that any vacant employment positions, including training positions, that are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 6) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION REMANDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 23 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Arnelio Alfonso, P.E. - Principal Print Name, Title ATTEST: 2.>11L Consultan,L ecr tary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: 086F4459.. Todd B. Hannon, City Clerk A&P Consulting Transportal n Engineers, Corp., a Florid Corpor Signature Antonio G. Acosta, P.E. - Principal Print Name, Title (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: al gUttV' NOVi4a. DocuSig d tur:„,,37-2DD4,A Arthur Noriega V, City Manager APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: DocuSigned by: rFratAk 614kt-ii) 3739 5 G 6 31 8-2-1-4 E 7 .. . Ann Marie Sharpe, Director Risk Management Department DocuSigned by: F 1 EF90AF6FE0457... Victoria Mendez, City Attorney • •.•m cc (Matter 22-1200 r;v Miscellaneous Engineering Services 24 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of A&P Consulting Transportation Engineers , a corporation organized and existing under the laws of the State of Florida , held on the 12th day of April, 2022 , a resolution was duly passed and adopted authorizing (Name)Antonio Acosta as (Title) Principal 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 12th day of April , 20 22 . \)(1Secretary: _ Gf,`11 i l Print: Carlos M. Gil-Mer CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws , held on the day of , a resolution was duly passed of the State of 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 Engineering Services 25 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 . Signed: Print: NOTARIZATION STATE OF Florida SS: COUNTY OF Miami -Dade The foregoing instrument was acknowledged before me this 12th day of April , who is personally known to me or who has produced as identification and who (did / did not) take an oath. 20 22 , by Antonio Acosta gVTURE OF NOTA�Y PUBLIC STA E OF FLORIDA Giset Fernandez-Abela PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC 2oosl PUe,�c GISET FERNANDEZ•ABELA Commission # HH 108750 * u, c * ' —�` Expires July 23,2025 '�.'.IIII:.'- FOFo.°o Bonded TMaBudget Notary Services Miscellaneous Engineering Services 26 RFQ No. 20-21-011 /6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Miscellaneous Engineering Services, under the direction of the Office of Capital Improvements ("OCI"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Proposer and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. The following disciplines are required: Civil Engineering, Structural Engineering, Environmental Engineering, Marine & Coastal Engineering, Mechanical, Electrical, and Plumbing (MEP) Engineering, Surveying and Mapping, and Construction Engineering and Inspection (CEI) Services. Consultants shall apply for, process, and obtain permits from various environmental regulatory agencies having jurisdiction including, but not limited to, the Miami -Dade County Division of Environmental Resources Management ("DERM"), Department of Environmental Protection ("DEP"), Federal Emergency Management Agency ("FEMA"), the Department of Homeland Security ("DHS"), the U.S. Department of Housing and Urban Development (US HUD), and Army Corps of Engineers ("ACOE"), as required for City projects. The Professional Service Agreement (PSA or Agreement) may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. Projects will typically be issued on a rotational basis factoring in amount of dollars awarded to any member of the pool as a result of this solicitation, performance of previous work orders issued, and expertise and experience to assume new work orders to be assigned. The Successful Proposer shall provide one or more of the following services, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City. Further details concerning the Scope of Services will be detailed in the ensuing Agreement/s, and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. It is anticipated that the Proposer's team will consist of the following disciplines: ■ Project Manager The Project Manager shall be responsible for execution and compliance of projects. ■ Civil Engineering The Successful Proposer(s) will be required to provide: ■ Roadway reconstruction or resurfacing ■ Drainage improvements; storm water management ■ Sea level rise and resilience ■ Swale restoration ■ Curbs, gutters, sidewalks, and lighting improvements ■ Landscaping ■ Traffic calming devices; seawalls and baywalks ■ Signage and striping ■ Verification of City's Pavement Analysis Report within the Project area ■ Digital recording of existing conditions in the Project area ■ Completing any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs ■ Project management of multi -scale civil engineering planning and design projects, and oversight of the work of other consultants Miscellaneous Engineering Services 27 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ■ Structural Engineering The Successful Proposer(s) will be required to provide: ■ Building construction, renovations, modifications, and alteration design specifications ■ Structural analysis and engineering design ■ Marine structural engineering (seawall, marinas, and piers) ■ Feasibility studies and assessments ■ Strength of materials analysis ■ Steelwork/aluminum design ■ Timber design ■ Foundation engineering ■ Concrete design ■ Forensic engineering ■ Materials engineering ■ 40-year Certification Reports for existing facilities ■ Project management of multi -scale structural engineering planning and design projects, including management, coordination, and oversight of the work of other consultants ■ Environmental Engineering The Successful Proposer(s) will be required to provide: ■ Environmental Engineering (as it relates to Asbestos, Lead -Based Paint and mitigation of hazardous chemicals and related materials) ■ Environmental compliance audits (i.e., in accordance with ISO 14001) ■ Environmental Site Assessments (including a Phase I and Phase II) ■ Site surveying, field sample collection and analysis such as soil, water ■ Hazardous material investigations ■ Air monitoring analysis and reporting during construction activities ■ Implementation/installation of multi -phase treatment systems and associated monitoring equipment ■ Complex environmental restoration and rehabilitation ■ Contamination assessment, remedial action plan design and implementation source removal and reporting ■ Post remedial and monitoring services ■ Operations and maintenance (O&M) programs ■ Best management practices and regulatory liaison activities ■ Asbestos and Mold mitigation and abatement activities ■ Obtaining approval of all required and applicable permits ■ Advising the City regarding methods of work and sequences of operations for environmental engineering projects ■ Project Management of multi -scale environmental engineering planning and design projects, including management, coordination, and oversight of the work of other consultants ■ Marine and Coastal Engineering ■ The Successful Proposer(s) will be required to provide: ■ Marine and Coastal Engineering ■ Environmental Engineering (as it relates to Marine and Coastal Engineering work) ■ Biological and environmental assessments of coastal areas ■ Bathometric and upland surveys, geotechnical ■ Project management of multi -scale Engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. ■ Mechanical, Electrical, and Plumbing (MEP) Engineering ■ The Successful Proposer(s) will be required to provide: ■ Services shall support new construction, remodeling/renovation, and building assessment of community centers, fire stations, marinas, aquatic facilities, parks facilities, and public safety facilities for governmental, institutional, or recreational projects ■ Surveying existing sites, when as -built drawings are not available ■ Designing service requirements for premises Miscellaneous Engineering Services 28 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ■ Producing construction drawings and documents, including specifications and supplementary documents necessary for the execution and completion of projects ■ Developing plans for mechanical, electrical, lighting, Heating, Ventilation and Air Conditioning (HVAC), generators, fire detection/fighting and plumbing and pipe systems ■ Selecting and specifying equipment, materials, finishes, fixtures, fittings, and accessories ■ Supplying information, drawings, and documents, pertaining to the project to other Consultants/Lead Consultant and Contractors for the execution of projects ■ 40-year Certification Reports for existing facilities ■ Permitting process support ■ Checking and verifying Contractors' and Suppliers' billing in accordance with the quantities installed and/or material delivered ■ Conducting Top Supervision, or Continuous Supervision if required as additional Scope of Work, including issuing instructions to Contractors to ensure that projects are completed in accordance with the specifications ■ Project management of multi -scale MEP engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. ■ Surveying and Mapping Services ■ The Successful Proposer(s) will be required to provide: ■ Photogrammetry ■ Boundary surveys ■ As -built drawings ■ Preparation of legal descriptions for public right-of-way acquisitions ■ Preparation of plats and maps ■ Certification of tentative and final plats for compliance to City Code, Miami -Dade County Code and State of Florida statutory requirements ■ Establishment of vertical project network controls ■ Establishment of alignment and right-of-way lines ■ Topographic surveys ■ Construction layouts ■ Drainage surveys ■ Designation and location of underground utilities ■ Utility coordination ■ Water boundary surveys ■ Construction Engineering and Inspection Services (CEI Services) ■ The Successful Proposer(s) will be required to provide: ■ Engineering and other technical personnel to the City to provide CEI Services for the administration of Projects as assigned by the City ■ Provide all necessary vehicles, equipment (including field testing equipment), and personnel to perform the Services required under the proposed Agreement ■ Proof of licenses will be required for testing equipment and the personnel operating the testing equipment ■ Proof of licenses will need to be furnished to the City upon request ■ Perform CEI in accordance with all applicable laws and building regulations, including, but not limited to, the City of Miami Public Works Specifications and Design Standards, Miami - Dade County standards, and Division II and III of the FDOT Standard Specifications for Road and Bridge Construction dated 2013 (including all supplemental specifications current at the time of bidding), and all other requirements set forth in the proposed Agreement ■ Coordinate the activities of all parties involved in completing the project. Coordination includes, but is not limited to: ■ Maintaining records of all activities and events relating to the project ■ Providing verification of Quality Control tests ■ Documenting all significant project changes ■ Checking for errors and omission, and interpreting plans, specifications, and contractual requirements ■ Assisting in claims and dispute resolution ■ Public information services ■ Managing pre -construction and construction progress meetings, and preparing and disseminating meeting minutes Miscellaneous Engineering Services 29 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 • Sampling, Inspections and Testing L Levels of testing will be defined in the project specifications and in accordance with the American Society for Testing and Materials, Underwriter Laboratories and/or other applicable industry standards • Stored material/equipment review • Project photo and video documentation • Record Drawing review • Maintain progressive list of items requiring correction • Notification of accident, damage, or injury • Review and Response of resident complaints • Coordination, review, and Response of RFIs, field directives, and change Response requests • Change order management • Pay application review • Substantial completion inspection • Final completion and inspection • Project close-out A1.02 WORK ORDERS When OCI has determined that the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to 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 BASIC SERVICES Consultant agrees to provide complete engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. Miscellaneous Engineering Services 30 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering, or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. A2.02-4 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-5 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. Miscellaneous Engineering Services 31 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs, and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: ■ Plan sections and elevations ■ Typical construction details ■ Final materials selection ■ Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. A2.03-5 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: ■ A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. ■ The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. ■ An updated Statement of Probable Construction Cost in CSI format. ■ Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. ■ A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and "1 ". ■ Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. ■ Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted Miscellaneous Engineering Services 32 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats" A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing: Upon obtaining all necessary approvals of the Construction Documents, from authorities having jurisdiction, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening • The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. • The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. • The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: • Approve an increase in the Project cost and award a Contract; • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; • Direct the Consultant to revise the scope and/or quality of construction and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. • Suspend, cancel, or abandon the Project. Miscellaneous Engineering Services 33 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 ■ Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to; ■ A detailed evaluation of the Work for conformance with the contract upon substantial completion; ■ The results of any subsequent tests required by the contract; ■ Minor deviations from the contract correctable prior to completion; ■ Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Miscellaneous Engineering Services 34 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required Miscellaneous Engineering Services 35 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. Miscellaneous Engineering Services 36 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 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 Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such Miscellaneous Engineering Services 37 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 38 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD ASA Consultant, Inc. Structural Engineering Gardner + Semler Landscape Architecture Landscape Architecture Wood Environment & Infrastructure Solutions, Inc. Environmental Engineering/Surveying & Mapping Geosol, Inc. Geotechnical Services Biscayne Engineering Company, Inc. Surveying & Mapping L. Triana & Associates, Inc. MEP Engineering SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Carlos M. Gil-Mera, P.E., C.G.0 Project Manager Eithel M. Sierra, P.E. Lead Engineer Alejandro Leon, P.E. Sr. Civil Engineer Lester Triana, P.E. Sr. MEP Engineer Alain Jimenez, P.E. Sr. Construction Engineering & Inspection Osmany Alfonso, P.E. Sr. Structural Engineer Ricardo Fraxedas, P.E. Sr. Environmental Engineer Alexander Rojas, P.E., AVS Sr. Marine & Coastal Engineer Mike Bartholomew, PSM Sr. Surveying and Mapping Engineer Miscellaneous Engineering Services 39 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule 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 Miscellaneous Engineering Services 40 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation 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: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be Miscellaneous Engineering Services 41 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-Improvements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar 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 authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. Miscellaneous Engineering Services 42 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. 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. END OF SECTION Miscellaneous Engineering Services 43 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS 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 Project Manager $74.14 $215.01 $177.94 Lead Engineer $74.14 $215.01 $177.94 Sr. Civil Engineer $72.00 $208.80 $172.80 Sr. Structural Engineer $69.71 $202.16 $167.30 Sr. Environmental Engineer $60.00 $174.00 $144.00 Sr. Marine and Coastal Engineer $60.00 $174.00 $144.00 Sr. Mechanical, Electrical, and Plumbing (MEP) Engineer $65.00 $188.50 $156.00 Sr. Surveying and Mapping Services $72.76 $211.00 $174.62 Sr. Construction Engineering and Inspection (CEI) Engineer $62.00 $179.80 $148.80 Sr. Electrical Engineer $64.09 $185.86 $153.82 Project Engineer $52.84 $153.24 $126.82 Senior Designer $44.99 $130.47 $107.98 Senior Engineer Technician $27.50 $79.75 $66.00 Construction Engineering and Inspection (CEI) Project Administrator $34.03 $98.69 $81.67 Construction Engineering and Inspection (CEI) Senior Inspector ** $36.00 $104.40 $86.40 Miscellaneous Engineering Services 44 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Construction Engineering and Inspection (CEI) Inspector ** $34.03 $98.69 $81.67 Construction Engineering and Inspection (CEI) Resident Compliance Specialist $25.00 $72.50 $60.00 Sr. Roadway Engineer $61.18 $177.42 $146.83 Sr. Engineer Technician $35.00 $101.50 $84.00 Chief Designer $38.00 $110.20 $91.20 Chief Geotech. Engineer $69.47 $201.46 $166.73 Senior Geotech. Engineer $54.43 $157.85 $130.63 Project Geotech. Engineer $40.40 $117.16 $96.96 Senior Engineering Technician $34.93 $101.30 $83.83 CADD Technician $31.45 $91.21 $75.48 Project Engineer/Geologist/Scientist $37.00 $107.30 $88.80 Staff Engineer/Geologist/Scientist $28.00 $81.20 $67.20 CADD Designer $28.00 $81.20 $67.20 Project Coordinator $28.00 $81.20 $67.20 Senior Landscape Architect $38.46 $111.53 $92.30 Landscape Architect $27.83 $80.71 $66.79 CADD Designer $27.30 $79.17 $65.52 Surveyor and Mapper $55.29 $160.34 $132.70 Miscellaneous Engineering Services 45 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Survey Technician $30.00 $87.00 $72.00 Party Chief $31.00 $89.90 $74.40 Instrument Person $20.76 $60.20 $49.82 Rod Person $16.50 $47.85 $39.60 Mechanical, Electrical, and Plumbing (MEP) Engineer $42.29 $122.64 $101.50 CADD Designer $27.30 $79.17 $65.52 (*) Flat rate, no multipliers applied. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 46 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (As Amended) CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his/her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officers or employee of Congress, or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form, LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that II subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, A&P Consulting Transportation Engineers certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31, U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of Contractor/Contractor's Authorized Official Name and Title of Contractor/Contractor's Authorized Official Antonio G. Acosta, P.E., C.G.C. - President Date: June 24, 2021 162 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE LCfrY T•:•: ATT`i: From: Hum:r.ikv. OFFICE OF CAPITAL CONSULTANT OF MIAM I IMPROVEMENTS loci} STANDARD INVOICE Involve Mumter. Moral. Oats: Page: InvokePerl6d: Contract No.: Contract ntle: Prefect No.: Project Marne: Purchase Order No.: Work Of11 f Fix D. ,_ :: of Miami _:= ce of Capital Inlpr®nlemert. °;OCI: -= SW 2nd Avenue -Sth Floor ^ii, FL 3313E b9orrtOc,OCOJ From: Ira: r.oILh C10. MOO 1.4crrh ❑]• DOOC w! p..12.04)1.14 Prepare emcu pkserk in are. Eeaf, ern -ace °Tnri be r0'ed eater epf>,geram be.."k-_F asea Bakal E44117.iI]•we aryeW Wu ,., 1.15 °°u.e 6.u. teuI°eted .111 w streeped wiu° reward May Le a Primo"! diet km et ale 1'a eat. Wake. 1<EmirCE CONTRICTAIYU1JHf ISODM IE TOTAL EARNED PREVIOUSLY DRIDICEU CURRENT INVDICE AIRYJRT To 6ATE Elchernak Desp1 IBM - .5 - - 5 - 5 - 5 - 5 - 5 - 5 - 5 - 5 - 5 5 - S •5 5 . ,5 - 5 - 5 5 - .5 5 - . 5 - 5 5 , 5 - 5 _ 5 - - 5 55 - S - - . ; _ S- DesRn Devtlopmert .:DO'; 30NOCu111 Co1rtruCianDe (_11%C.-D - - - Ea% Co1TJ_]]l DCC1InertS(611% C= - - - - - - - - - - - - - - - - - - 911% Can.TJ:: 1WO%Con_TrtxC=xu^e: Dry RPe-- m1 Bkleng or camruckan a Dmr11 is WA C.2 '_ :CC'.::C ft- 51 epts..o9 P-ase MmU:trafon IC,k• 5 3 - S -- 5 - 5 - 5 3 s- Relett rsifeF S - ; - 5 1.ITlticl 2.ITOIeI 3. IT10el Rtldtlanai E19Yldes E 5 - .5 - 5 - S - 5 - 5 - ±r - 5 - 5 - 5- 5 5 5 - 5 . 1. rnitie] 2. r> 3. e) MTltl 5 - ; - 5 - 5 - 5 — 5 - 5 - 5 - 5 - 5 - 5 TOTLL: Prior to thin Invoice Rental nl ng Gentract. Balance: E - - - - 5 - Suhiotal: x Deductions: Tot3I Due : $ - i0 BE CORPLEYEO BY CON5ULTA.NT FIRM f CERTIFIED TRUE PhD CORRECT BY: iUPPOSITINR ROC UV ENT9 CHECKLIST. Serb eke EIIrr> A69ai.'el Lefty erPt.rfe eery Irn:ucta _ EIIC D:+nr118r6'lil N,rM_ve Coreol.uion plain Rep. — Fort Pt°rrle•1 Ds...aerie Bikes .Ashsase.e !SVrelure:A P net elI I ti1-".."r n: T.k Pr.'tipal: CITY OF MIAMI APPROVAL: ARES TO BE. CORPLETED BY CRY OF WWI DATE 4eoM1ATURE Dse Faceted CIP: PROJECT MAMA iER. CHEF PROJECT MANAGER Jorge L. Mon Oats Recet,ed kr Fapmert PraessiO rEudyel Dmartner 1: - BTANT DIRECTOR Anal R CarrasgJillo, PE C RECTOR Miscellaneous Engineering Services 47 RFQ No. 20-21-011/6 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC A&PCONS-01 AABURMAN , ,d►coRO CERTIFICATE OF LIABILITY INSURANCE 411.------ DATE(MM/DD/YYYY) 8/23/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # L096220 JAG Insurance Group, LLC 999 Ponce De Leon Blvd Suite 800 Coral Gables, FL 33134 CONTACT NAME: PHONE 305 842-3600 FAX 305 842-3600 (A/C, No, Ext): (305) (A/C, No):( ) E-MAIL DD ESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA : Houston Speicalty Insurance Co INSURED A&P Consulting Transportation Engineers Corp. 8935 NW 35 Lane Suite 200 Miami, FL 33172 INSURER B : TRAVELERS CASUALTY INSURANCE COMPANY OF AMERIC 19046 INSURERC:Great Midwest Insuranc Company INSURERD: INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY X X ESB-HS-GL-0000221-00 Approved by Frank gomez 7/29/2021 11/18/2021 7/29/2022 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 100,000 $ MED EXP (Any one person) $ 1,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OPAGG $ Included $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OWNEDUUON X BA-9R842471-21-47-G 7/26/2021 7/26/2022 COMBINED SINGLE LIMIT (Ea accident) 1,000,000 $ BODILYINJURY(Perperson) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per PROPERTY $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE ESB-HS-UCX-0000030-00 7/29/2021 7/29/2022 EACH OCCURRENCE $ 3,000,000 AGGREGATE $ 3,000,000 DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y/N N / A X UB-9R841996-21-47-G 7/26/2021 7/26/2022 " PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 $ C C Professional Liabili Professional Liabili AE-GM-0000013-02 AE-GM-0000013-02 8/18/2021 8/18/2021 8/18/2022 8/18/2022 Each Claim Aggregate 3,000,000 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: RFQ No. 16-17-063 Civil Engineering services for Miscellaneous Projects. City of Miami is included as additional insured with respects to General Liability and Auto Liability when required by written contract. General Liability is primary and non-contributory when required by written contract. Waiver of subrogation in favor of the certificate holder is included with respects to General Liability and Workers Compensation when required by written contract. Umbrella policy follows form. Retro Date 08/18/2000 30 days Notice of Cancellation except 10 days for non-payment of premium. CERTIFICATE HOLDER CANCELLATION Cityof Miami 444 SW 2nd Avenue, 6th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE 02 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC AGENCY CUSTOMER ID: A&PCONS-01 AABURMAN LOC #: 1 AORO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY License # L096220 JAG Insurance Group, LLC NAMED INSURED 8935 NW 35 Lane Suite 200 ortation Engineers Corp. Miami, FL 33172 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIC CODE SEE P 1 EFFECTIVE DATE: SEE PAGE 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance Additional Insured Pollution Liability Policy Carrier: Evanston Insurance Company Policy No.: CPLMOL104221 Policy Term: 09/25/2020 - 09/25/2021 Per Occurrence Limit: $1,000,000 General Aggregate Limit: $1,000,000 ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry Subject: RE: COI-A&P Consulting Date: Thursday, November 18, 2021 11:35:14 AM Attachments: imaae003.onq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Thursday, November 18, 2021 11:33 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: COI-A&P Consulting Good morning, Please review and approve. Best regards, DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager c—DocuSigned by: ten FROM: Annie er? urPO, Director eeparfinent4of Procurement/Chief Procurement Officer DATE: March 8, 2022 FILE SUBJECT: Recommendation for Award of Contracts for Miscellaneous Engineering Services REFERENCES: Request for Qualifications (RFQ) No. 20-21-011 ENCLOSURES: Report of Evaluation Committee Memorandum, Evaluation Committee Appointment Memorandum, Proposal Security List RECOMMENDATION Based on the findings below, the Department of Procurement ("Procurement") hereby recommends the award of professional services agreements (PSAs) to Stantec Consulting Services, Inc., Keith & Associates, Inc., CES Consultants, Inc., Metric Engineering, Inc., Jacobs Engineering, Inc., A&P Consulting Transportation Engineers Corp, A.D.A. Engineering, Inc., Chen Moore and Associates, Inc., BCC Engineering, Inc., R.J. Behar & Company, Inc., T.Y. Lin International, Inc., Gannett Fleming, Inc., Calvin Giordano & Associates, Inc., Marlin Engineering, Inc., WSP USA, Inc., WGI, Inc., HDR Engineering, Inc., HBC Engineering, Inc., EAC Consulting, Inc., EXP U.S. Services, Inc., and Nova Consulting, Inc. (collectively the "Consultants") for Miscellaneous Engineering Services (the "Project"). The Services are necessary to provide the City of Miami (the "City') with full design services for the engineering services projects. The Consultants have demonstrated substantial prior experience in providing engineering services. Detailed scopes of work will be developed for each assignment, which will typically be issued on a rotational basis factoring in performance and dollars allocated for previous work orders issued because of this solicitation. It is anticipated that services provided by the Consultants will include, but not be limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the City FISCAL IMPACT The fiscal impact to the City because of the Work included under each of these PSAs will not exceed your delegated authority of $500,000.00. The hourly rates proposed by the Consultants for their key personnel varied between $375.00 for Principals and $15.00 for the lowest required classification. The hourly rates proposed by the City, and accepted by the Consultants, ranged from $187.55 to $15.00 for the proposed classifications, resulting in considerable savings for our taxpayers. DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC Page 2, Recommendation for Award of Contract for Miscellaneous Engineering Services Arthur Noriega V, City Manager BACKGROUND On May 7, 2021, Procurement issued RFQ No. 20-21-011 under full and open competition, to obtain proposals from qualified and experienced professional consulting firms to procure a Citywide pool of engineering consultants, which will operate under the oversight of the Office of Capital Improvements ("OCI") project management staff, in accordance with Florida Statutes, Section 287.055, the Consultants' Competitive Negotiation Act (CCNA). On June 25, 2021, Procurement received twenty-five (25) proposals in response to this solicitation. Consequently, the proposals were reviewed by Procurement staff, upon which twenty- one (21) proposals from the Consultants were deemed responsive and responsible, and four (4) Consultants were deemed non -responsive in accordance with the minimum qualifications and experience requirements of the RFQ. Subsequently, on October 22, 2021, the Evaluation Committee appointed by the City Manager completed the evaluation of all responsive and responsible proposals and recommended that negotiations of PSAs be initiated with all twenty- one (21) Consultants. As a result, Procurement requested the Consultants to submit their proposed hourly rates for key personnel, which were received between November 22, 2021, and January 8, 2022. Subsequently, on February 16, 2022, a Negotiations Team reviewed and approved the hourly rates for key personnel proposed by the City as compensation to the Consultants. The Consultants have since accepted in writing the hourly rates for their key personnel proposed by the City. Consequently, approval of this recommendation is requested. Execution of twenty-one (21) PSAs will be completed upon your approval. Your signature below indicates your approval of Procurement's recommendation. ,-DocuSigned by: Q A-brit Approved:—850CF6c372DD42A_. Arthur Noriega V, City Manager Date: March 14, 2022 1 07:19:08 EDT c: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel R. Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Honorable City of Miami Commissioners DATE: March 8, 2022 and Honorable Mayor of the City of Miami FROM: Arthur Noriega V City Manager ,-DocuSigned by: Qv Novit �a "-850CF6C372DD42A_. SUBJECT: Report of Evaluation Committee for RFQ No. 20-21-011 Miscellaneous Engineering Services for the Department of Capital Improvement ("OCI") ENCLOSURES: Report of Evaluation Committee In accordance with Section 18-87 (i) of the City of Miami Code, attached please find the Report of the Evaluation Committee for subject solicitation. AP: !pc C: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Annie Perez, CPPO, Director of Procurement/Chief Procurement Officer Angel Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR22013 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V City Manager Do.Signed by: FROM: P 'Perez, CPPO Director of Procurement/Chief Procurement Officer DATE: November 2, 2021 FILE: SUBJECT: Report of Evaluation Committee for RFQ No. 20-21-011, Miscellaneous Engineering Services for the Department of Capital Improvement ("OCI") REFERENCES: Request for Qualifications (RFQ) No. 20-21-011 ENCLOSURES: Response Security List, Evaluation Committee Appointment Memorandum, and Evaluation Committee Score Sheets and Tabulation BACKGROUND On May 7, 2021, the City of Miami ("City") Department of Procurement ("Procurement") issued Request for Qualifications ("RFQ") No. 20-21-011 for the provision of Miscellaneous Engineering Services ("Project"), on behalf of the Office of Capital Improvements ("OCI"). On June 25, 2021, Procurement received twenty-five (25) proposals in response to this solicitation. Subsequently, the proposals were reviewed by Procurement staff, and upon completion of the due diligence effort, twenty-one (21) proposals were deemed responsive and responsible in accordance with the minimum qualification and experience requirements of the RFQ. The remaining proposals, submitted by Eastern Engineering Group, KCI Technologies, Inc., Kimley-Horn and Associates, Inc., and Tetra Tech, Inc., were deemed non -responsive to the minimum qualification requirements of the RFQ. Consequently, on November 1, 2021, pursuant to Section 3.1, "Acceptance/Rejection," and in consultation with the Office of the City Attorney, a letter of non -responsiveness was sent to each of the firms. SUMMARY OF EVALUATION While governed by Florida Statutes Section 287.055, a typical selection of professional services consultants may be comprised of two (2) steps: Step 1 "Evaluation of Qualifications and Experience," and Step 2 "Evaluation of Technical Proposals/Oral Presentations." On October 22, 2021, an Evaluation Committee ("Committee") appointed by the City Manager on August 23, 2021, met to complete the Step 1 evaluation of the twenty-one (21) responsive and responsible proposals, following the guidelines stipulated in the solicitation. Two (2) of the voting committee members, Mr. Armando Vilaboy, Regional Representative, South Florida Water Management District, and Mr. Jose Lago, PE, Sr. Project Manager, OCI, were unable to attend the meeting. As a result, alternate committee members from OCI, Messrs. Cameron Frazier, Project Manager, and Keith Ng, Project Manager, participated as voting members. Accordingly, the proposals were evaluated pursuant to the six (6) evaluation criteria listed below: DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC Page 2, RFQ 20-21-011 Miscellaneous Engineering Services Arthur Noriega V, City Manager Evaluation Criteria Step 1 Maximum Points (Per Committee Member) Proposer's Qualifications and Experience 30 Proposer's Project Manager's Qualifications and Experience 20 Proposer's Lead Engineer's Qualifications and Experience 20 Proposer's Team Members Qualifications and Experience 15 Design Philosophy and Process/Technical Capabilities and Approach 10 Amount of Work Awarded by the City 5 Total Points Per Committee Member 100 Due to the potential utilization of non -local funding sources to compensate the selected consultants under contract, the standard fifteen percent (15%), participation of Small Business Enterprise ("SBE") firms was not applicable. Furthermore, Procurement staff assigned scores for Criterion 6, "Amount of Work Awarded by the City," based on the amount of work awarded by the City of Miami within the previous three (3) years from the Proposal Submission Due Date of June 25, 2021. The individual scores per team under this criterion are indicated between parenthesis next to the total awarded points shown below. The final scores were as follows: Proposing Firms Awarded Points (Maximum 500 points) 1 Stantec Consulting, Inc. 2 Keith & Associates, Inc. 3 CES Consultants 4 Metric Engineering, Inc. 5 Jacobs Engineering, Inc. 6 A&P Consulting Transportation Engineers Corp. 7 ADA Engineering, Inc. 8 Chen Moore and Associates, Inc. 9 BCC Engineering, Inc. 10 R. J. Behar & Company, Inc. 11 T.Y. Lin International, Inc. 12 Gannett Fleming, Inc. 13 Calvin Giordano & Associates, Inc. 14 Marlin Engineering, Inc. 15 WSP USA, Inc. 16 WGI, Inc. 17 HDR Engineering, Inc. 18 HBC Engineering, Inc. 19 EAC Consulting, Inc. 20 EXP U.S. Services, Inc. 21 Nova Consulting, Inc. 432 (4) 429 (5) 428 (4) 426 (5) 426 (5) 424 (3) 423 (3) 419 (3) 419 (3) 418 (3) 413 (3) 409 (3) 409 (3) 407 (4) 404 (2) 402 (3) 402 (4) 402 (5) 401 (3) 391 (2) 391 (1) The Committee decided to waive Step 2 proceedings, and voted unanimously to recommend to the City Manager that negotiations of professional services agreements ("PSAs") be initiated with each firm, at the sole discretion of the City. The tabulation and individual Committee member score sheets for the Step 1 proceedings are attached as supporting documentation. PR22012 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC Page 3, RFQ 20-21-011 Miscellaneous Engineering Services Arthur Noriega V, City Manager Recommendation The Committee hereby requests authorization for Procurement, in collaboration with the nominated Negotiations Committee, Mr. Jorge Corzo from the Town of Medley, and Messrs. Achmed Valdes and Thomas Barr from OCI, to commence negotiations of a PSA to provide miscellaneous engineering services for the Project. At the sole discretion of the City, a PSA may be negotiated with all twenty-one (21) ranked teams. APPROVED: DATE: Docu5i9ned by: 514.(kr Wig 850CF6C372D042A... Arthur Noriega V City Manager November 8, 2021 1 08:30:15 EST c: Nzeribe Ihekwaba, PhD, PE, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel R. Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR22012 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 m c m E acs ea ,DE ar 0 0 o_ c E N • -. U- a3 c U �0 E U 0 U al • 0 E 0 2 0_ 0_-a 16 C • of N :N d eu as a'i .. 0 c E ns c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 1 2 A & P CONSULTING TRANSPORTATION ENGINEERS CORP. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. ADA ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 27 18 18 10 9 3 27 18 18 12 8 3 28 18 18 14 10 3 27 16 16 10 7 3 27 18 16 12 7 3 85 86 91 79 83 29 18 16 12 9 3 28 18 17 13 9 3 27 18 17 13 9 3 28 17 17 11 8 3 26 16 15 11 6 3 87 88 87 84 77 136 88 86 58 41 15 138 87 82 60 41 15 424 423 6 7 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 424 423 Page 1 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0 • U )u CC • 0 E 0 a • -a CD ro C • of N :N d eu as UNi T., 0 c E as c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 3 4 BCC ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. CALVIN GIORDANO & ASSOCIATES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 25 15 15 11 9 3 28 17 17 13 9 3 28 18 17 14 10 3 27 17 16 10 7 3 27 17 16 13 8 3 78 87 90 80 84 21 14 15 15 8 3 28 18 18 13 7 3 27 16 16 14 10 3 26 15 16 10 5 3 27 18 16 13 8 3 76 87 86 75 85 135 84 81 61 43 15 129 81 81 65 38 15 419 409 8 12 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 419 409 Page 2 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 eu as UNi . c E as c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 5 6 CES CONSULTANTS 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. CHEN MOORE AND ASSOCIATES, INC. 1A - Proposers Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 21 16 16 14 10 4 29 18 19 13 9 4 26 16 17 13 8 4 26 16 16 10 6 4 29 19 18 14 9 4 81 92 84 78 93 27 16 16 13 8 3 29 18 17 12 9 3 27 18 18 14 9 3 26 16 15 10 6 3 26 17 16 14 7 3 83 88 89 76 83 131 85 86 64 42 20 135 85 82 63 39 15 428 419 3 8 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 428 419 Page 3 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 m c m E ac, ea ,DE ar 0 0 o_ a E N -(-. U- C a3 c �0 E U � eu as a'i .. c E a a, 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 7 8 EAC CONSULTING 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. EXP U.S. SERVICES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 24 15 14 13 9 3 27 18 17 13 8 3 26 16 16 13 8 3 25 16 15 9 5 3 26 17 16 13 7 3 78 86 82 73 82 21 16 15 13 10 2 28 17 17 14 8 2 25 15 15 13 7 2 26 16 16 9 5 2 25 16 16 12 6 2 77 86 77 74 77 128 82 78 61 37 15 125 80 79 61 36 10 401 391 19 20 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 401 391 Page 4 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0 • U )u CC • 0 E 0 a • -a CD ro C • of N :N d eu as UNi 5 0 c E c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 9 10 GANNETT FLEMING 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. HBC ENGINEERING 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 23 17 13 11 10 3 29 18 18 13 8 3 28 17 16 14 10 3 26 16 16 9 6 3 25 16 17 11 7 3 77 89 88 76 79 20 16 14 12 7 5 28 18 18 13 7 5 27 17 16 14 8 5 25 16 15 7 6 5 25 16 15 11 6 5 74 89 87 74 78 131 84 80 58 41 15 125 83 78 57 34 25 409 402 12 16 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 409 402 Page 5 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 0 U )IC 0 E 0 oa o c CD ro C W :N d W as 5Uu) 0 c E ra c W 0 E C 0 _c o u `W U 0) COto COCn d E R C a .0 0 N . y o 6 U a) SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING z 0 1- 4 a cc a 4W a m N co E E z0 a1- rn V O TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 11 12 HDR ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. JACOBS 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. 21 13 13 11 9 Qualitative Scores 29 18 17 13 9 26 17 16 13 9 27 16 16 8 5 25 16 15 12 8 128 80 77 57 40 20 22 29 28 26 28 133 15 18 17 16 18 84 14 17 17 16 17 81 14 13 14 8 14 63 9 9 10 5 7 40 5 5 5 5 5 25 Qualitative Scores 402 426 16 4 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 402 426 Page 6 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 m C m ea ,D• E ar 0 0 o_ a E N -(-. U- C a3 c �0 E U � eu as a'i .. c E a a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 13 14 KEITH & ASSOCIATES, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. MARLIN ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 28 18 17 13 8 5 28 19 18 13 8 5 27 17 17 13 8 5 26 16 16 10 6 5 26 17 16 12 7 5 89 91 87 79 83 20 14 14 14 7 4 27 18 17 13 8 4 27 16 18 14 9 4 25 15 16 9 6 4 26 17 17 13 7 4 73 87 88 75 84 135 87 84 61 37 25 125 80 82 63 37 20 429 407 2 14 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 429 407 Page 7 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 as (-.1 c m ea ,D• E ar 0 0 a a E N -(-. U- C a3 c �0 E U � eu as vi c E as a a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 15 16 METRIC ENGINEERING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. NOVA CONSULTING, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 28 19 13 10 8 5 27 18 17 13 8 5 28 18 18 14 10 5 26 16 16 11 7 5 25 17 16 12 6 5 83 88 93 81 81 20 16 15 11 9 1 28 17 17 13 9 1 26 18 17 14 9 1 25 16 16 9 6 1 25 16 16 12 6 1 72 85 85 73 76 134 88 80 60 39 25 124 83 81 59 39 5 426 391 4 20 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 426 391 Page 8 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 eu as a'i c E c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 17 18 R.J. BEHAR & COMPANY, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. STANTEC CONSULTING SERVICES INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie -Breaker Criterion 1A, 2A, 3A, 4A, and 5A; then Total Qualitative Points for 1A, 2A,3A, 4A, and 5A. Qualitative Scores Qualitative Scores 26 19 17 14 10 3 28 17 17 13 9 3 28 18 17 14 10 3 25 16 15 9 6 3 25 16 16 12 6 3 89 87 90 74 78 28 17 16 12 9 4 29 18 18 13 9 4 28 18 18 14 8 4 26 16 16 9 8 4 28 18 17 13 6 4 86 91 90 79 86 132 86 82 62 41 15 139 87 85 61 40 20 418 432 10 1 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 418 432 Page 9 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS TABULATION SHEET RFQ No. 20-21-011 asU c m ea ,D• E ar 0 0 o_ a E N -(-. U- C a3 c �0 E U � eu as vi . c E c a) 0 SUB -TOTAL QUALITATIVE SCORES TOTAL QUALITATIVE SCORES QUALITATIVE RANKING TOTAL SCORES (WITH BONUS POINTS NAME OF FIRM(S) 19 20 T.Y. LIN INTERNATIONAL 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. WGI, INC. 1A - Proposer's Experience and Qualifications (Max. 30 points) 2A - Proposer's Project Manager's Qualifications and Experience (Max. 20 points) 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 6A - Amount of Work Awarded by the City (Max. 5 points) Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Qualitative Scores Qualitative Scores 29 20 14 12 9 3 29 19 18 13 10 3 28 17 17 14 9 3 23 14 14 8 5 3 25 16 17 12 6 3 87 92 88 67 79 22 16 13 11 8 3 29 18 17 13 10 3 28 18 16 14 9 3 24 15 14 9 6 3 25 17 16 12 7 3 73 90 88 71 80 134 86 80 59 39 15 128 84 76 59 40 15 413 402 11 16 03 68L6b936£6-6b86-39£b-b08L-60C6CL8C :a1 adolanu3 u618nooa 413 402 Page 10 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E9-1 E4D7BF3E8DA 0 O 0 1s m lD O EVALUATION COMMITTEE MEETING Friday, October 22, 2021 Department of Procurement Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services Arthur Noriega, V, City Manager Annie Perez, CPPO, Director of Procurement Angel R. Carrasquillo, Director, OCI EVALUATION COMMITTEE MEMBERS w p u w > QJ Q~ = CI J'ct ;5JCed mo N w 0 rn u.iZ > aco J Q I— z Y Li g a z O a 5 W a m d a6: o - ZO s� coVV v Z O m > LL z O z r1— W 0 J I 0 u C z 5mE z c fa Q . z c LTTABULATION C 4 U c , 0 0 m= E 0 o 0_ a LLm E U O o 8, c o E E. Ta rn a a) es C.oOi8 i 0.1 c °"°6 D_ x w m a 0 o ° dD. t> d o a ,Ea a cM V �w . 3 ~ • m '� 7- o a = a a ` ,_a_ R dio _ r O Y g =_ =a ° _o R o'N m m0 E OR 6 �° ca- y U c fn SHEET RFQ No. 20-21-011 NAME OF FIRM(S) 21 WSP USA, Inc. 1A - Proposers Experience and Qualifications (Max. 30 points) 22 28 28 26 27 131 2A - Proposers Project Manager's Qualifications and Experience (Max. 20 points) 17 18 17 16 18 86 3A - Proposer's Lead Engineers Qualifications and Experience (Max. 20 points) 15 18 17 16 16 82 4A - Proposer's Team Members Qualifications and Experience (Max. 15 points) 11 13 13 11 13 61 5A - Design Philosophy and Process/Technical Capabilities and Approach (Max. 10 points) 7 7 8 6 6 34 6A - Amount of Work Awarded by the City (Max. 5 points) 2 2 2 2 2 10 Qualitative Scores 74 86 85 77 82 404 15 404 15 Tie Breakers = Sub -Total Qualitative Points for 1A, 2A, 3A, 4A, 5A, and 6A in that order. Chairperson: Luis Perez-Codina, Sr. Procurement Contracting Manager Page 11 of 11 DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFQ NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Cameron Frazier, Project Manager, Office of Capital Improvements, City of Miami EVALUATION PROPOSERS CRITERIA \\ Mimum ax Polnb Aav consulting Transportation Engineers ADA Engineers BCC Engineers Calvin Giordano and A.,... CES Consultants Chen Moore EAC Consulting EXP US Services Gannet Flaming NBC Engineering NOR Engineering Jacobs Keith and Associates Marlin Engineer Metric Engineering, Inc. Nova Consulting RJ Behar 6 Company Consulting services TY LIN International WGI WSP USA Proposers Quallncationa and Experience 30 Z 1 Zq ZS 7I Z' —L" r (. G( 7( L J Ly L Z. Z. 7_8 70 `g -A)� � �� Lz Zz Proposer i Project Manager's Qualifications end Experience 20 ' 15 ' I,/i / I �1 i 3 S 1 i L� Xi b 1�/7 - I 11 i 0 I r (.� Experience Lead Engineers Qualifications and 20 i' I1. I / J I() 1� 9 ' 1 �_ W� I'w "}I I L .-7 3`� ' 7. 1 11 /(,� Yl ■q 1 In 1 1 ♦ ` ' _�` 114 13 i 5 Proposers Team Members Qualifications and Experience 15 rr, /V 12 j 1 I L7 5 I 1 7 I 1 i 11 (J 1 14 f I 'a/� I i ' 1 ` Philosophy and Process/Technical Capabilities and Approach 10 A ®, rJ Gt i I V Gi ef '9V ^ fOealOn q q 0 Amount of Work Awarded by the City 5 3 3 3/' '4 3 3(� 2 3^ 5 4 5 5 44 3 4 3L 2 TOTAL POINTS 100 1`� Cf1 rt3[ (J ili' ',�� I D i 7 / i�7'�J� �15 �1 �I J j�5 �) /�1 !L Co l�33 V ! �I ✓ �i SIGNATURE: PRINT NAME: Cpt4L j_Y 03 68L6b936£6-6b86-39£b-b08L-60a6aL8a :a1 adolanu3 u618nooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFQ NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Sabrina Bagileri, Senior Capital Pro acts Coord nator, City of Miami Beach EVALUATION PROPOSERS• CRITERIA �\ Maximum Palnb ASP consuitlnB Transportation Engineer, ADA Engineers BCC Engineers Calvin Giordano and Associates CES Consulbnb Chen Moore EAC Consulting EXP US Services Gannet Fleming NBC Engineering NOR Engineering Jacobs Keith and Associates Marlin Engineer Metric li Engneerng, Inc Nova Consulting RJ Behar S Company Stanton onaung ClU Services TY LIN International WGI WSP USA Proposers Qualifications and Experience 30 L 2-� �2- �'T 2_(L//J� 26 �‘ z7 2lt .�7 �rs 26 i�J 1� �� (�-S_ 2r Proposers Protect Manager's QueIIncetlons and A 4 6 q _ 16 ik 1 �� I L I _ �fSi, Experience 20 "'!!!///CCCIII///��, il If ee,1e�� i ^+ �� �� ' �P] 11 ,iQ�l �3 T Proposar'a Lead Engineers Qualifications and 2U III/// �� sq� ' L ' 1� I I �� r,/II1Experience {Ynyaa1�JProposer' Taam Memben QuellficaUons and151i !I((JJai` Tt 1U / u 1! /1� G11� 4 9CaparlancaJ Dvalgn Philosophy end ProcavRachnlcal /7�..�y L f1 V.. f►?6 •N� Capabilities end Approach 1 fi --1/J�V 6 Amount or Work Awarded by the City 5 3 3 3 3 4 3 3 2 3 5 4 5 5 4 1 3 4 3 3 2 4/ et 7-6 --ii-Y g 6 hg (90 g2.... 03 68L6b936£6-6b86-39£b-b08L-60a6aL8a :a1 adolanu3 u618nooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFD NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Melissa Hew, Resilience Program Manager, Department of Resilience and Public Works, City of Miami EVALUATION PROASSERS CRITERIA '\ Maximum Polnb ASP conawtlna TrensporloUon Engineers USA Engineers BCC Engineers Giordano end Giordano Associates CES Consultants Chen Moore EAC Consultlng EXP .U.S. Servi Gannet Flemin0 HBC EnglneeHng HGft EtrBlmaring Jacobs Keltlt and Aasxlales Merlin Engineer Metric EnglneannB• Inc Nova Consulting RJ Behar& Company Stantvc Consulting Services TV LIN Inbrnational WGI WSP USA Proposer's GuellRcations entl Experience 30 �-- n � vC1 1 §- 1 000t 1 � 000CCC1 aG /� c1 1 /�1�k ^ J TT� �.� - �61 ak ..�►' ac .Ag-, D� " a� b- , a? a 0i act A . �s- Propoaer's Project Managers Guellecations and Experience 20 C}.J( - IF ? l- ? E. t - 1 e l S ‘ 1' I • is- i I ' I ci \ `, Proposer's Lead EnBlnevra GuaItVicetlons end Experience 20 I i' �j (T . I 3- I, b 1 T i.2 l \ I -1 _ '� [% I S i /y 1 1 t� (� \.R v ' �1, '! 1 -••I �I )-7-- . 1 C, /} /1 I 12-t 18 l Proposer's Teem Members GuallBcaUona and Experience 75 .a 3 i 3 13 t 3• l )- 3 y 13 t 3 i 3 (3 ; 1 3 i i 3 i 3 I I 1 ` ' i 3 OvslBn Philosophy and ProcvasRechnical Capabilities and Approach 10 �j9 �j "7.- F I c/ r 8 (� Is C 1 UUU f, y I/ Ot to O Amount of Work Awarded by the City 5 3 3 3 3 3 3 5 4 5 1 • 4 . 2 TOTAL POINTS 100 ) D (�. 8 Q 3-q' Fj q4 11 �j� Q2 b p3 Cl 1. 3 .. �i/' G5 li G5 O Q4�+•I� U I Q' t+ s' Q33 ✓ - 1 a 1 I �[3 lD r7,r3 `-0 SIGNATURE:{ PRINT NNd E. Met iss 03 68L6b936£6-6b86-39£b-b08L-60a6aL8a :a1 adolanu3 u618nooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFO NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Keith Ng, Senior Project Manager, Office of Capital Improvements EVALUATION PRO SERS CRITERIA Maximum Points ASP Consulting Transportr♦gon Englnea g AEA Enginean BCC EngineersM Calvin Giordano and Associates CES Consultant Chen Moore EAC Consuppplticccng EXP US Services` Gannet Fleming HBC Engineering HDR Engineering Jacobs Keith and Associates Marlin Engineer Metric Engineering, Inc.Consulting Nova RJ Behar& company Stntac Consulting services TY LIN internegonel WGI WSP USA Proposer's Qualifications and Experience 30 4 . / 1 rr_'f '16 "� 0 c1 �j ?7'J/1 CIIt �2{„, ]. &r: a �i�. ->" 'grr� e!G{`�— ›I�_ J 26 2-3 �� ProposereProject Manager's Qualifications and Experience 20 1 rr D �iG� 1. i5 b 1 6 rGGG&+Iq/d It, lt� � '� I 16 1 ✓ 1� �r i (1 L � I�4 I .mil L •� i 141 ! •+ �� / 6 Proposer's Lead Engineers Qualifications and 20 f Yd 1�- (�- �.� lb 15 4,- 3' C s 6, 6 / (,.- Experience f5 0 j it, C f t ! ( 16-- ! Prnpoear's Team Members Qualifications and 15 �I I ,{� llJr( O_ 10 1 /1 Vl.[�9 III /[]Experience(� �./Design Philosophy and Process/Technicalt0 Capabilities and Approach '� �' //�-[� v Ai b �} (-� .i S b //- YJ z.. QyC/%x.� Jy,,, v Amount of Work Awarded by the City 5 33 3 3 3 2 3 5 4 5 5 4 5/ 3 44 33 3 TOTALPOIN'(S 100 7 ' Q3 cap 41- -�J-4��`, / �'. 4- -la l lc' q 46 3 1 �` 7� et `-y1� 3 i - / r 6'/ ' /� 4P . q2 .. V 03 68L6b936£6-6b86-39£b-b08L-60a6aL8a :a1 adolanu3 u618nooa DocuSign Envelope ID: A8F4488C-9612-4B96-B9E0-1 E4D7BF3E8DA RFC) NO. 20-21-011 Miscellaneous Engineering Services EVALUATION OF PROPOSALS Jorge E. Corzo, PE - Director, Capital Pro acts 8 Economic Development, Town of Medley EVALUATION PROPOSERS CRITERIA ' �\ Maximum Points PSP conaviwg Transportation Engineers ADA Engineers BCC Engineers Calvin Giordano and Associates CES Consultants Chen Moore EAC Consulting EXP US Services Gannet Fleming HBC Engineering HDR Engineering Jacobs Begin and Associates Marlin Engineer Metric Engineering Inc. Nova Consulting RJ Behar Company Btantec Consulting Services TY LIN International WGI WSP USA Proposer's Qualifications and Experience 30 A LLI1IL�LJi L L 16 27 v0 Vt 20 u LS ff��1 `( ZQ /'t it Z7 24 L$ 4 p Z$ L$ Z8 iN a 26 Proposer's Project Manager's Qualifications and Experience 20 le // R ` V•L@ 1 `b r R •8 (w 0 /G L I /(� • • 1? 1 /r■� • I • • t l `o is 1 Q { V 03 1 Q •V 11V 18 T i i Proposer's Lead Engineers Qualifications and Experience 20 (� / ` 17 IP Q 6 V 1 �n ■ r1I `5 �j [ V / �/� ! Y/ 1 �A { Y� // 1 ■ �� t Q V 1 17 7 L ■ i `? 1 `co ' //� Propasece Team Members Qualifications end Experience ,5 (4 1', t4, 00 lcr `4- i3 03 `4e 14 0� 14 13 l 14 14- 14 t4 14 14 13 Design itie Philosophy by and Process/Technical Capabilities and Approach 10 / j'� a(� C {I� tO CO ® $ /� `�( /' el a O S 10 oi lQ Q g 8 Amount of Work Awarded by the City 5 3 33 3 3 3 5 4 4 3 y/ 4 3 TOTAL POINTS �� 100 1t t /�3y 6/ rj� �3/� S A �r�/ /� ]ry/11 iir/ pA,44 'may vzi 53 R� �V/ I�2/� j / s / Y F VI �CV77✓✓V el d5 3L J Q5 1 ! •. / p5j 7 i y�}jq(11 A� I°et /y�[13{�� 1"le! fist ,(—j �2�2 `f797 SIGNATURE: T dtS'E GC - cDi2a mAZ/ZOZi 0 0 0 03 m 0 co m 0 C) co (0 0 0 F co 0 w (n m cow (0 F (0 w (0 T O) co m C) DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Arthur Noriega V DATE: August 2, 2021 FILE: City Manager FROM: Annie Perez, CPPO, Director Department of Procurement SUBJECT: Appointment of Evaluation Committee for Request for Qualifications (RFQ) No. 20-21-011 Miscellaneous Engineering Services REFERENCES: RFQ No. 20-21-011 The Procurement Department ("Procurement"), on behalf of the Office of Capital Improvements ("OCI"), issued RFQ No. 20-21-011 on May 7, 2021, for Miscellaneous Engineering Services. It is respectfully requested that you approve the appointment of the following individuals to serve as members of the Committee to evaluate and score proposals that were received on June 25, 2021. Each proposed member has the requisite knowledge and experience to evaluate the proposals pursuant to the RFQ. Chairperson (non -voting) Luis A. Perez-Codina, Sr. Procurement Contracting Manager, Procurement, City of Miami ("COM") City of Miami Committee Members (voting) Jose Lego, P.E., CFM, Senior Project Manager, OCI, COM Melissa Hew, Resilience Programs Manager, Department of Resilience and Public Works, COM External Committee Members (voting) Jorge E. Corzo, P.E., Director Capital Projects & Economic Development, Town of Medley Armando Vilaboy, Regional Representative, South Florida Water Management District Sabrina Baglieri, Senior Capital Projects Coordinator, City of Miami Beach Alternate Committee Members Cameron Frazier, Project Manager, OCI, COM Keith Ng, Project Manager, OCI, COM APPROVED: AP: Ipc ?/3>( Arthur Norie•. V, City Manager Date 4) c: Nzeribe Ihekwaba, PE, PhD, Deputy City Manager Fernando Casamayor, Assistant City Manager/Chief Financial Officer Pablo R. Velez, Sr. Assistant City Attorney Angel Carrasquillo, PE, Director, OCI Hector Badia, Assistant Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR21154 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC U/LO/LVL rci'scope Source: Bid Tabulation Report Solicitation #RFQ 20-21-011 - Miscellaneous Engineering Services Creation Date May 7, 2021 End Date Jun 25, 2021 5:00:00 PM EDT Start Date May 7, 2021 4:29:29 PM EDT Awarded Date Not Yet Awarded KCI Technologies, Inc. Bid Contact Deborah Boyd kcimarketing@kci.com Ph 410-527-4410 Address 936 Ridgebrook Road Sparks, MD 21152 Agency Notes: Supplier Notes: $0.00 Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Please find attached, on behalf of the KCI team, our response to Solicitation 20-21-011 for Miscellaneous Engineering Services. Kimley-Horn and Associates, Inc. Bid Contact Amy McGreger florida.marketing@kimley-horn.com Ph 561-845-0665 Address 1920 Wekiva Way Suite 200 West Palm Beach, FL 33411 $0.00 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: HDR Engineering, Inc. Bid Contact erica sobelman erica.sobelman@hdrinc.com Ph 954-224-1492 Agency Notes: Address 3250 W Commercial Blvd, #100 Fort Lauderdale, FL 33309 Supplier Notes: $0.00 Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Gannett Fleming, Inc. $0.00 Bid Contact Kolleen Snapp ksnappgfnet.com Ph 813-882-4366 Address 9119 Corporate Lake Dr., Suite 150 Tampa, FL 33634 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Gannett Fleming, Inc. is pleased to submit https://www.bidsync.com/D PXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 1/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC U/LO/LVL rci'scope Source: Bid Tabulation Report our response for RFQ 20-21-011, Miscelleneous Engineering) Services. Thank you for your consideration. Tetra Tech HAI Bid Contact Kari Nemiro kari.nemiro@tetratech.com Ph 407-839-3955 Agency Notes: Address 201 E Pine St., Suite 1000 Orlando, FL 32801 Supplier Notes: $0.00 Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: WGI $0.00 Bid Contact Sandee Bright Address 2910 MAGUIRE RD sandee.bright@wginc.com SUITE 2008 Ph 407-581-1221 OCOEE, FL 34761 Bid Notes Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 Project Manager: Andy Garganta, PE Agency Notes: Supplier Notes: Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 Project Manager: Andy Garganta, PE Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Submittal by: WGI, Inc. 11401 SW 40th St, Suite 455 Miami, FL 33165 WSP USA Inc. $0.00 Bid Contact Toni Friedman toni.friedman@wsp.com Ph 813-520-4444 Address 2202 N. West Shore Blvd., Suite 300 Tampa, FL 33767 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: P https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 2R DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC O/LO/LVL I EXP US Services rci'scope Source: Bid Tabulation Report $0.00 Bid Contact Jose Santiago jose.santiago@exp.com Ph 305-631-2208 Address 26050 SW 209TH AVE HOMESTEAD, FL 33031 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: A.D.A. Engineering, Inc. Bid Contact Vivian Martinez mkg@adaeng.net Ph 305-551-4608 Fax 305-551-8977 Supplier Product Code: Supplier Notes: EXP US Services Inc is pleased to submit this proposal for RFQ 20-21-011 for the Miscellaneous Engineering Services Contract. Contact Info: Kyle Henry - 561-329-9263 Jose Santiago - 786-801-6360 Tina Lindgren - 858-952-4911 Address 8550 NW 33 Street, Suite 202 Miami, FL 33122 $0.00 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: CES Consultants, Inc. Bid Contact Rudy Ortiz cesinfo@cesconsult.com Ph 305-827-2220 Fax 305-827-1121 Agency Notes: Address 880 SW 145th Ave Suite 106 Pembroke Pines, FL 33027 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Stantec Consulting Services Inc. Bid Contact Grace Morales grace.morales@stantec.com Ph 305-445-2900 Fax 305-445-3366 Address 901 Ponce de Leon Blvd., #900 Coral Gables, FL 33134 Agency Notes: Supplier Notes: $0.00 Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: `Supplier Notes: Jacobs $0.00 https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 3/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC O/LO/LVL 1 Bid Contact Julee Payne julee.payr jacobs.com Ph 954-682-0682 Agency Notes: rC1 'scope Source: Bid Tabulation Report Address 550 W Cypress Creek Rd # 400 Ft. Lauderdale, FL 33309 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Eastern Engineering Group Bid Contact Fernando Torres easternegmarketi ng2gmai I.com Ph 305-807-5103 Agency Notes: Supplier Product Code: Supplier Notes: Address 3401 NW 82nd Ave Ste 370 Miami, FL 33122 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Marlin Engineering $0.00 Bid Contact Katherine Salazar ksalazar@marlinengineering.com Ph 954-653-8100 Address 3363 W. Commercial Blvd Suite #115 Fort Lauderdale, FL 33309 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Please find attached the response to RFQ 20-21-011 for MARLIN Engineering Inc. Chen Moore and Associates Bid Contact Peter Moore I barron@chenmoore.com Ph 954-730-0707 Agency Notes: Address 500 W Cypress Creek Road Suite 630 Fort Lauderdale, FL 33309 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: T.Y. Lin International Bid Contact Jenny Alonso jenny.alonso@tylin.com Ph 305-567-1888 Address 201 Alhambra Circle Suite 900 Coral Gables, FL 33178 Agency Notes: Item # I Line Item Supplier Notes: Unit Price I Qty/Unit I Total Price https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 4/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC U/LO/LVL rci'scope Source: Bid Tabulation Report RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: A&P Consulting Transportation Engineers, Corp. Bid Contact Juan Muniz jmuniz@apcte.com Ph 305-592-7283 Address 10305 NW 41st Street, Suite 115 Doral, FL 33178 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Metric Engineering Inc. $0.00 Bid Contact Jessica Moses kristine.melanson@metriceng.com Ph 407-644-1898 Agency Notes: Address 13940 SW 136 Street STE 200 Miami, FL 33186 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Nova Consulting $0.00 Bid Contact Nova Consulting marketing@nova-consulting.com Ph 305-436-9200 Bid Notes Nova Consulting, Inc. Address MIAMI, FL 33172 Agency Notes: Supplier Notes: Nova Consulting, Inc. Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: BCC Engineering, Inc. $0.00 Bid Contact Alfred Lurigados cnorgaard@bcceng.com Ph 786-251-0315 Agency Notes: Address 6401 SW 87th Avenue Suite 200 MIAMI, FL 33173 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: R.J. Behar & Company, Inc. $0.00 Bid Contact Robert Behar dbehar@rjbehar.com Ph 954-680-7771 Address 6861 SW 196 Ave Suite 302 Pembroke Pines, FL 33332 Bid Notes The Certification Statement on BidSync/Periscope does not reflect the correct RFQ. Pages 2-6 were uploaded. https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 5/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC O/LO/LVL I Agency Notes: rci'scope Source: Bid Tabulation Report Supplier Notes: The Certification Statement on BidSync/Periscope does not reflect the correct RFQ. Pages 2-6were uploaded. Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: R.J. Behar & Company, Inc. is pleased to submit on this RFQ. Calvin, Giordano & Associates, Inc. Bid Contact Marty Evans jkoehler@cgasolutions.com Ph 954-921-7781 Address 1800 Eller Drive Suite 600 Fort Lauderdale, FL 33316 Agency Notes: Supplier Notes: $0.00 Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: HBC Engineering Company $0.00 Bid Contact Adebayo Coker acoker@hbcengineeringco.com Ph 305-232-7932 Agency Notes: Address 8935 NW 35th Lane, Suite 201 Dora', FL 33172 Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: RFQ-20-21-011 HBC Engineering Company Supplier Notes: RFQ Forms could not be compiled due to loss of information when combining multiples of identical fillableform pdfs. Proposer did not want to modify nor alter forms as per RFQ Requirements. Please accept the following with all required documents. EAC Consulting, Inc. $0.00 Bid Contact Martha Aguiar Address 5959 Blue Lagoon Drive mmairena@eacconsult.com Suite 410 Ph 305-265-5400 Miami, FL 33126 Agency Notes: Supplier Notes: Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer 1 / project Product Code: Agency Notes: Supplier Product Code: Supplier Notes: Keith and Associates, Inc. $0.00 Bid Contact Dodie Keith Idawlor@keithteam.com Ph 954-788-3400 Address 301 East Atlantic Boulevard Pompano Beach, FL 33060 Agency Notes: Supplier Notes: https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 6/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC U/LO/LVL rci'scope Source: Bid Tabulation Report Item # Line Item Unit Price Qty/Unit Total Price RFQ 20-21-011--01-01 RFQ 20-21-011 Miscellaneous Engineering Services - First Offer Product Code: Agency Notes: 1 / project Supplier Product Code: Supplier Notes: Close Print https://www.bidsync.com/DPXReports?ac=bidreview&auc=2074623&byvendor=y&awardrec=Y&showpopup=n 7/7 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC DIVISION OF CORPORATIONS Divmo.lof Jorg r' D PD ,Ar_r r cI r an official Suue of Florida website 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 P95000003950 FEI/EIN Number 65-0770583 Date Filed 01/17/1995 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/07/2022 Event Effective Date NONE Principal Address 8935 NW 35 LANE, SUITE 200 DORAL, FL 33172 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 S/GENERAL COUNSEL PLATT, MICHAEL A DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC 3 WINNERS CIRCLE ALBANY, NY 12205 Title ASSISTANT SECRETARY DAMES, NIKKI C 3 WINNERS CIRCLE ALBANY, NY Title D STEPHENSON, JAMES B 1 FANEUIL HALL MARKETPLACE SUITE 4195 BOSTON, MA 02109 Title V ACOSTA, ANTONIO 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title V GIL-MERA, CARLOS M 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title P HENSLEY, JOHN, JR. 270 PEACHTREE STREET NW, SUITE 1500 ATLANTA, GA 30303 Title V WHITAKER, PHILLIP B 626 MISSISSIPPI AVENUE SIGNAL MOUNTAIN, TN 37377 Title V STEYER, MEGAN L 3 WINNERS CIRCLE ALBANY, NY 12205 Title CFOT BERNARDO, DOM M 575 BROADWAY ALBANY, NY 12207 DocuSign Envelope ID: C87C9C09-7B04-435E-9849-939F6497B1 EC Annual Reports Report Year Filed Date 2021 01/06/2021 2021 05/20/2021 2022 01/11/2022 Document Images 03/07/2022 -- Amendment View image in PDF format 01/11/2022 -- ANNUAL REPORT View image in PDF format 05/20/2021 -- AMENDED ANNUAL REPORT View image in PDF format 01/06/2021 -- ANNUAL REPORT View image in PDF format 01/15/2020 -- ANNUAL REPORT View image in PDF format 01/10/2019 -- ANNUAL REPORT View image in PDF format 04/05/2018 -- Off/Dir Resignation View image in PDF format 02/07/2018 -- Off/Dir Resignation View image in PDF format 01/04/2018 -- ANNUAL REPORT View image in PDF format 06/07/2017 -- Amendment View image in PDF format 01/06/2017 -- ANNUAL REPORT View image in PDF format 01/05/2016 -- ANNUAL REPORT View image in PDF format 06/22/2015 -- AMENDED ANNUAL REPORT View image in PDF format 01/12/2015 -- ANNUAL REPORT View image in PDF format 01/08/2014 -- ANNUAL REPORT View image in PDF format 01/24/2013 -- ANNUAL REPORT View image in PDF format 01/06/2012 -- ANNUAL REPORT View image in PDF format 01/06/2011 -- ANNUAL REPORT View image in PDF format 01/06/2010 -- ANNUAL REPORT View image in PDF format 01/14/2009 -- ANNUAL REPORT View image in PDF format 03/26/2008 -- ANNUAL REPORT View image in PDF format 02/05/2007 -- ANNUAL REPORT View image in PDF format 01/05/2006 -- ANNUAL REPORT View image in PDF format 01/05/2005 -- ANNUAL REPORT View image in PDF format 01/06/2004 -- ANNUAL REPORT View image in PDF format 05/16/2003 -- ANNUAL REPORT View image in PDF format 05/14/2002 -- ANNUAL REPORT View image in PDF format 04/30/2001 -- ANNUAL REPORT View image in PDF format 05/15/2000 -- ANNUAL REPORT View image in PDF format 02/14/2000 -- Amendment View image in PDF format 02/20/1999 -- ANNUAL REPORT View image in PDF format 05/19/1998 -- ANNUAL REPORT View image in PDF format 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 6/29/22, 3:33 PM Detail by Entity Name DIVISION OF CORPORATIONS lr ufrku! Star© uj!lufi J sy44,3itV 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 P95000003950 FEI/EIN Number 65-0770583 Date Filed 01/17/1995 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/07/2022 Event Effective Date NONE Principal Address 8935 NW 35 LANE, SUITE 200 DORAL, FL 33172 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 S/GENERAL COUNSEL PLATT, MICHAEL A https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 1/3 6/29/22, 3:33 PM Detail by Entity Name 3 WINNERS CIRCLE ALBANY, NY 12205 Title ASSISTANT SECRETARY DAMES, NIKKI C 3 WINNERS CIRCLE ALBANY, NY Title D STEPHENSON, JAMES B 1 FANEUIL HALL MARKETPLACE SUITE 4195 BOSTON, MA 02109 Title V ACOSTA, ANTONIO 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title V GIL-MERA, CARLOS M 8935 NW 35TH LANE, SUITE 200 DORAL, FL 33172 Title P HENSLEY, JOHN, JR. 270 PEACHTREE STREET NW, SUITE 1500 ATLANTA, GA 30303 Title V WHITAKER, PHILLIP B 626 MISSISSIPPI AVENUE SIGNAL MOUNTAIN, TN 37377 Title V STEYER, MEGAN L 3 WINNERS CIRCLE ALBANY, NY 12205 Title CFOT BERNARDO, DOM M 575 BROADWAY ALBANY, NY 12207 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 2/3 6/29/22, 3:33 PM Detail by Entity Name Annual Reports Report Year Filed Date 2021 01/06/2021 2021 05/20/2021 2022 01/11/2022 Document Images 03/07/2022 -- Amendment 01/11/2022 -- ANNUAL REPORT 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 05/07/1997 -- REINSTATEMENT 01/17/1995 -- DOCUMENTS PRIOR TO 1997 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 View image in PDF format View image in PDF format View image in PDF format Ffr da Department of State, Division of Corporati, - https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=APCONS... 3/3 6/29/22, 3:34 PM Detail by Entity Name DIVISION OF CORPORATIONS lr }�f r j 6��� f �4rI'fD'iN1 uirku! Star© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Foreign Profit Corporation CHA CONSULTING, INC. Cross Reference Name CHA CONSULTING, INC. Filing Information Document Number F08000004937 FEI/EIN Number 16-0966259 Date Filed 11/17/2008 State NY Status ACTIVE Last Event DROPPING DBA Event Date Filed 04/06/2021 Event Effective Date NONE Principal Address 575 Broadway ALBANY, NY 12207 Changed: 02/23/2015 Mailing Address 575 Broadway ALBANY, NY 12207 Changed: 02/23/2015 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301-2525 Officer/Director Detail Name & Address Title CEO CARROLL, MICHAEL D 575 BROADWAY ALBANY, NY 12207 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=CHACON.. 1/3 6/29/22, 3:34 PM Detail by Entity Name Title CFO BERNARDO, DOM M 3 WINNERS CIRCLE ALBANY, NY 12205 Title Secretary, General Counsel PLATT, MICHAEL A 3 WINNERS CIRCLE ALBANY, NY 12205 Title AS TITSWORTH, THOMAS DESQ 3 WINNERS CIRCLE ALBANY, NY 12205 Title President Stephenson, James 1 Faneuil Hall Marketplace South Market Building, suite 4195 Boston, MA 02109 Annual Reports Report Year Filed Date 2020 01/22/2020 2021 01/18/2021 2022 01/10/2022 Document Images 01/10/2022 -- ANNUAL REPORT 04/06/2021 -- Dropping Alternate Name 01/18/2021 -- ANNUAL REPORT 01/22/2020 -- ANNUAL REPORT 03/27/2019 -- ANNUAL REPORT 03/15/2018 -- ANNUAL REPORT 02/28/2017 -- ANNUAL REPORT 09/22/2016 -- AMENDED ANNUAL REPORT 02/09/2016 -- ANNUAL REPORT 02/23/2015 -- ANNUAL REPORT 03/25/2014 -- ANNUAL REPORT 01/31/2013 -- ANNUAL REPORT 02/17/2012 -- Amendment 01/30/2012 -- ANNUAL REPORT 04/12/2011 -- FEI# CHANGED 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=C HACON.. 2/3 6/29/22, 3:34 PM 03/04/2011 -- ANNUAL REPORT 12/28/2010 -- Name Change 03/05/2010 -- ANNUAL REPORT 04/17/2009 -- ANNUAL REPORT 12/18/2008 -- Amendment 11/17/2008 -- Off/Dir Resignation 11/17/2008 -- Off/Dir Resignation 11/17/2008 -- Foreign Profit 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 Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=C HACON... 3/3