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HomeMy WebLinkAboutBack-Up DocumentsAGENDA ITEM SUMMARY FORM Law Department Matter ID No. FILE ID: Date: August 3, 2023 Requesting Department: OCI Commission Meeting Date: September 14, 2023 District Impacted: All Type: ®Resolution ❑ Ordinance ❑ Emergency Ordinance ❑ Discussion Item ❑ Future Legislation ❑ Other Subject: Resolution of the Miami City Commission, authorizing an increase in Contract Capacity for Capital Improvements Program Support Services with Atkins North America, Inc. and Hazen and Sawyer, P.C. Purpose of Item: The nature of this item is to establish a Resolution of the City of Miami Commission, authorizing Amendment No. 1 to increase Agreement capacity to the Professional Service Agreements ("Agreements") with Atkins North America, Inc. and Hazen and Sawyer, P.C. ("Consultants"), for the provision of additional work concerning capital improvements program support services, solicited under Request for Qualifications ("RFQ") No. 21-22-018, authorizing an increase to the initial term capacity of the Agreements by an amount of two million five hundred thousand dollars ($2,500,000.00) per Agreement, thereby increasing the initial term capacity from an amount of five hundred thousand dollars ($500,000.00) per Agreement, to an amount of three million dollars ($3,000,000.00) per Agreement, plus one million dollars ($1,000,000.00) per renewal year for the two (2) one (1)-year options to renew per Agreement, allocating funds from the appropriate Office of Capital Improvements ("OCP') projects and departmental budgets, subject to the availability of funds and budgetary approval at the time of need; further authorizing the City Manager to negotiate and execute any and all documents, including any amendments, renewals, and extensions, subject to all allocations, appropriations, and budgetary approvals having been previously made, and in compliance with applicable provisions of the Code of the City of Miami, Florida, as amended, ("City Code"), including, the City of Miami's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in a form acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Background Information: On June 10, 2022, the Department of Procurement ("Procurement") issued RFQ No. 21-22-018 for Capital Improvements Program Support Services, under full and open competition. On July 18, 2022, the RFQ closing date, two (2) proposals were received in response to the RFQ. Subsequently, the proposals were reviewed by Procurement staff, upon which both proposals were deemed responsive and responsible to the minimum submission requirements of the RFQ. On October 20, 2022, and December 1, 2022, the Evaluation Committee completed the evaluation of the two (2) proposals and recommended both for award of an Agreement. Execution of Professional Services Agreements was completed. On July 18, 2023, the OCI recommended a capacity increase of two million five hundred thousand ($2,500,000.00) per Agreement, thereby increasing the initial term capacity from an amount of five hundred thousand dollars ($500,000.00) per Agreement, to an amount of three million dollars ($3,000,000.00) per Agreement, plus one million dollars ($1,000,000.00) per renewal year for the two (2) one (1)-year options to renew, per Agreement. Page 1 of 2 Budget Impact Analysis n Yes ® No Is this item related to revenue? ® Yes n No Is this item an expenditure? If so, please identify funding source below. General Account No: N/A Special Revenue Account No: N/A CIP Project No: Various ❑ Yes ® No Is this Item funded by bonds? Start Up Capital Cost: N/A Maintenance Cost: N/A Total Fiscal Impact: $ 10,000,000.00 over 5 years Sponsorship Information (This section is not required for items that have Citywide impact.) n Yes ® No Has the District Commissioner been advised of this item? Please check which of the following applies: n The District Commissioner will sponsor the item. Specify district below. n DI fD2 fD3 fD4 rD5 n The District Commissioner will NOT sponsor the item. n Response pending from District Commissioner. Does the item require approval from the following departments? ❑ Grants Procurement ❑ Risk Dept. Director Final Approval Page 2 of 2 ...Title A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING AMENDMENT NO. 1 TO INCREASE THE CAPACITY OF THE PROFESSIONAL SERVICE AGREEMENTS ("AGREEMENTS") WITH ATKINS NORTH AMERICA, INC. AND HAZEN AND SAWYER, P.C. ("CONSULTANTS"), FOR THE PROVISION OF ADDITIONAL WORK CONCERNING CAPITAL IMPROVEMENTS PROGRAM SUPPORT SERVICES, SOLICITED UNDER REQUEST FOR QUALIFICATIONS ("RFQ") NO. 21-22-018, AUTHORIZING AN INCREASE TO THE INITIAL TERM CAPACITY OF THE AGREEMENTS BY AN AMOUNT OF TWO MILLION FIVE HUNDRED THOUSAND ($2,500,000.00) PER AGREEMENT, THEREBY INCREASING THE INITIAL TERM CAPACITY FROM AN AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) PER AGREEMENT, TO AN AMOUNT OF THREE MILLION DOLLARS ($3,000,000.00) PER AGREEMENT, PLUS ONE MILLION DOLLARS ($1,000,000.00) PER RENEWAL YEAR FOR THE TWO (2) ONE (1)-YEAR OPTIONS TO RENEW PER THE AGREEMENTS; ALLOCATING FUNDS FROM THE APPROPRIATE OFFICE OF CAPITAL IMPROVEMENTS ("OCI") PROJECTS AND DEPARTMENTAL BUDGETS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY AMENDMENTS, RENEWALS, AND EXTENSIONS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, AND BUDGETARY APPROVALS HAVING BEEN PREVIOUSLY MADE, AND IN COMPLIANCE WITH APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, ("CITY CODE"), INCLUDING, THE CITY OF MIAMI'S PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED NECESSARY FOR SAID PURPOSE. ...Body WHEREAS, on June 10, 2022, the Department of Procurement ("Procurement"), on behalf of the Office of Capital Improvements ("OCI") issued RFQ No. 21-22-018 for Capital Improvements Program Support Services, under full and open competition, for an initial term of three (3) years, with an option to renew for two (2) additional one (1) year periods; and WHEREAS, on July 18, 2022, Procurement received two (2) proposals in response to the RFQ. Subsequently, the proposals were reviewed by Procurement staff, upon which both proposals were deemed responsive and responsible to the minimum submission requirements of the RFQ; and WHEREAS, on October 20, 2022, and December 1, 2022, the Evaluation Committee completed the evaluation of the two (2) proposals and recommended Atkins North America, Inc. and Hazen and Sawyer, P.C. ("Consultants"), for award of Professional Service Agreements ("Agreements"); and WHEREAS, the contract terms and conditions negotiated and agreed upon by the Consultants were formally accepted by the City on or about May 1, 2023; and WHEREAS, the City Manager executed Agreements with the Consultants for the provision of capital improvements program support services, in an amount not -to -exceed $500,000.00 for each firm, respectively; and WHEREAS, the current compensation limit is insufficient to address the costs associated with the City of Miami's ("City") outstanding and foreseeable future services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreements to accommodate outstanding and foreseeable future assignments; and WHEREAS, the proposed increase to the initial term capacity of the Agreements by an amount of two million five hundred thousand ($2,500,000.00) per Agreement, would increase the initial term capacity from five hundred thousand dollars ($500,000.00) per Agreement, to an amount of three million dollars ($3,000,000.00) per Agreement, plus one million dollars ($1,000,000.00) per renewal year for the two (2) one (1)-year options to renew per Agreement; and WHEREAS, any increase in the total compensation limit above five hundred thousand ($500,000.00) requires City Commission approval pursuant to Section 18-87 of the City Code; and WHEREAS, funds are to be allocated from the appropriate OCI projects and departmental budgets. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Amendment No. 1 to the Agreements with the Consultants for additional work concerning the provision Capital Improvements Program Support Services solicited under RFQ No. 21-22-018, with an increase to the initial term capacity of each Agreement in an amount of two million five hundred thousand ($2,500,000.00) per Agreement, thereby increasing the initial term capacity from five hundred thousand dollars ($500,000.00) per Agreement, to three million dollars ($3,000,000.00) per Agreement, plus one million dollars ($1,000,000.00) per renewal year for the two (2) one (1)-year options to renew per Agreement, is hereby authorized. Section 3. Funding is allocated from the City's various sources of funds from the user department, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized {1} to negotiate and execute any and all documents, including any amendments, renewals, extensions, an/or replacement contracts, subject to all allocations, appropriations, and budgetary approvals having been previously made, in compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -deficiency Act, and financial integrity principles, all as set forth in Chapter 18 of the City Code, all in a form acceptable to the city attorney, and all in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption and signature by the Mayor. {2} APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ CITY ATTORNEY ...Footnotes {1} The authorization herein is further subject to compliance with all regulations that may be imposed by the City Attorney including, but not limited to, those prescribed by the applicable City Charter and City Code provisions. {2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH ATKINS NORTH AMERICA, INC. FOR CAPITAL IMPROVEMENTS PROGRAM SUPPORT SERVICES CONTRACT RFQ NO. 21-22-018 This Amendment No. 1 to the Professional Services Agreement dated June 5, 2023 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Atkins North America, Inc. ("Consultant"), a Florida Profit Corporation, for the provision of additional work concerning capital improvements program support services ("Services") for the Office of Capital Improvements ("OCI") is entered into this day of 2023. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 21-22-018, the City Manager executed an Agreement with Consultant for an amount not -to -exceed $500,000; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with the City's outstanding and foreseeable future services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate outstanding and foreseeable future assignments; and WHEREAS, this Amendment No. 1 to the Agreement increases the initial term capacity of the Agreement by $2,500,000.00, from $500,000.00 to an amount not -to -exceed $3,000,000.00, plus $1,000,000.00 per renewal year for the two (2) one (1) year options to renew; and WHEREAS, the City Commission has adopted Resolution No. , to approve the corresponding increase in the Compensation Limits. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.01-1 Extension of Expiration Date In the event the Consultant 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 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) calendar day -extension may occur. Extensions shall comply with all applicable approvals Amendment No. 1 to the Professional Services Agreement with Atkins North America, Inc for Capital Improvements Program Support Services. and regulations. Section 2.02 Options to Renew The City, by action of the City Manager, shall have the option to renew the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director of the User Department, 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 renewals administratively, provided that the compensation limits set forth in Article 2.05, "Compensation," are not exceeded. Section 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 Three Million Dollars ($3,000,000.00) during the initial three-year term, plus One Million Dollars ($1,000,000.00) for each one-year renewal, for a total Five Million Dollars ($5,000,000.00) 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. Section 10.20 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. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Amendment No. 1 to the Professional Services Agreement with Atkins North America, Inc for Capital Improvements Program Support Services. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Atkins North America, Inc., a Florida Profit Corporation _-ems-- ghature ter las Res , Ass-. Cecre40.7 Print Name, Title I ATTEST Consultant Secretary (Affirm Consultant Seal, if available) Signature Charlotte Maddox, Vice President Pnnt Name, Title of Authorized Officer or Manager (Corporate Seal) ATTEST: CITY OF MIAMI, a municipal corporation of the State of Florida Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: APPROVED AS TO LEGAL FORM AND CORRECTNESS: Ann Marie -Sharpe, Director Victoria Mendez, City Attorney Risk Management Department SECRETARY'S CERTIFICATE OF Atkins North America, Inc. HEREBY CERTIFY that I am the duly elected Secretary of Atkins North America, Inc., a Florida corporation (the "Corporation"), and consistent with the Corporation's Authorization Matrix the officers and employees named in Exhibit "A" are authorized to execute documents on behalf of the Corporation. IN WITNESS WHEREOF, I have hereunto set my hand this 29th day of March 2023. (Corporate Seal) eoo4' �� N � .A SEAL :S 1960 • `9i • • C • • .';20F111)3:.•*2 1M1101 ' Atkins North America, Inc. By: L C. Ernest Edgar I flip - , Secretary Secretary's Certificate of Atkins North America, Inc. Exhibit "A" Contracts between $4,000,000 and $15,000,000, the following: Paul E. Demit, Senior Vice President Contracts, Task Authorizations and/or Work Orders less than $4,000,000, the following. Kurt A. Goddard, Vice President, Sector Manager Dean R. Goodison, Sector Manager Kenneth P. Hawkins, Vice President, Sector Manager Darin R. Larson, Vice President, Sr. Operations Director Jennifer K. Sorenson, Vice President, Sector Manager Charlotte A. Maddox, Vice President, Senior Sector Manager Chester W. Wendrzyk, Vice President, Sector Manager Contracts and Task Authorizations and/or Work Orders less than $1,000,000, the following: Matthew S. Baird, Vice President, Senior Division Manager Brett L. Sachtleben, Division Manager Matthew A. Taylor, Vice President, Senior Division Manager John J. Corley, III, Sector Manager John Tyler Hewitt, Senior Project Director Robert Edgcumbe, Director Strategic Services Benedikt A. Goebel, Senior Division Manager Robert Brian Bolick, Vice President, Senior Division Manager Thomas E. Roda, Division Manager Ruben A. Gregorat Hernandez, Vice President, Senior Division Manager Christopher Neil Rader, Senior Division Manager Melissa Okoola, Division Manager Regan P. McDonald, Vice President, Sector Manager FUTHER RESOLVED, that the following named officers are authorized to attest to the signatures of officers and employees executing documents on behalf of Atkins North America, Inc.: C. Ernest Edgar, IV., Senior Vice President/General Counsel/Secretary Rene de los Rios, Vice President/Assistant Secretary Jayanth Jayaram, Vice President/Assistant Secretary Donya M. Becton, Vice President/Assistant Secretary David H. Lund, Jr. Vice President/Assistant Secretary 2 Amendment No. 1 to the Professional Services Agreement with Atkins North America, Inc for Capital Improvements Program Support Services. 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 4/4/4 ) SS: COUNTY OF The foregoing instrumen wa acknowledged before me this day of �� _r , 205by e a7/a�e 4 d1o)( , who is personally known to r�r a or who has produced tteY'` _ as identification and who (did / did not ke an oath. Oid SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC Aft e, Fernando Diaz Commission# HH 85267 CC° Commission Expires 01.26-2025 *MIN Bon Through - Cynanota y �QF F4�� Flo ida - Notary Public CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH HAZEN AND SAWYER, P.C. FOR CAPITAL IMPROVEMENTS PROGRAM SUPPORT SERVICES CONTRACT RFQ NO. 21-22-018 This Amendment No. 1 to the Professional Services Agreement dated June 5, 2023 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Hazen And Sawyer, P.C. ("Consultant"), a Foreign Profit Corporation, for the provision of additional work concerning capital improvements program support services ("Services") for the Office of Capital Improvements ("OCI") is entered into this day of 2023. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 21-22-018, the City Manager executed an Agreement with Consultant for an amount not -to -exceed $500,000; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with the City's outstanding and foreseeable future services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate outstanding and foreseeable future assignments; and WHEREAS, this Amendment No. 1 to the Agreement increases the initial term capacity of the Agreement by $2,500,000.00, from $500,000.00 to an amount not -to -exceed $3,000,000.00, plus $1,000,000.00 per renewal year for the two (2) one (1) year options to renew; and WHEREAS, the City Commission has adopted Resolution No. , to approve the corresponding increase in the Compensation Limits. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.01-1 Extension of Expiration Date In the event the Consultant 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 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) calendar day -extension may occur. Extensions shall comply with all applicable approvals Amendment No. 1 to the Professional Services Agreement with Hazen and Sawyer, P.C. for Capital Improvements Program Support Services. and regulations. Section 2.02 Options to Renew The City, by action of the City Manager, shall have the option to renew the term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director of the User Department, 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 renewals administratively, provided that the compensation limits set forth in Article 2.05, "Compensation," are not exceeded. Section 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 Three Million Dollars ($3,000,000.00) during the initial three-year term, plus One Million Dollars ($1,000,000.00) for each one-year renewal, for a total Five Million Dollars ($5,000,000.00) over the term of the Agreement and any extensions(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. Section 10.20 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. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Amendment No. 1 to the Professional Services Agreement with Hazen and Sawyer, P.C. for Capital Improvements Program Support Services. IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written. WITNESS/ATTEST: Hazen and Sawyer, P.C. a Foreign Profit Corporation Sig ature Sign ure -97x- Jer, i i j- 'Ac ta y A ff x o t( VP Jayson J. Page, PE, Vice President Print Name, Title of Authorized Officer or Manager Pant Name, Title Consultant Secretary (Affirm Consultant Seal, if available) ATTEST CITY OF MIAMI, a municipal corporation of the State of Florida Todd B. Hannon, City Clerk Arthur Noriega V, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: APPROVED AS TO LEGAL FORM AND CORRECTNESS: Ann Marie -Sharpe, Director Victoria Mendez, City Attorney Risk Management Department Amendment No. 1 to the Professional Services Agreement with Hazen and Sawyer, P.C. for Capital Improvements Program Support Services. CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) 1 HEREBY CERTIFY that at a meeting of the Board of Directors of , a corporation organized and existing under the laws of the State of held on the 24th day of April , 2021 a resolution was duly passed and adopted authorizing (Name)Robert B. Taylor as (Title) Senior Vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 94h day of August Hazen and Sawyer New York 2023 . Secretary: Print: Robert B. Taylor, Jr., PE CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board o , a partnership organized a , held on the day of , 20_, a resolution was duly passed and adopted authorizing (Name) as the laws of the State of f Directors of nd existing under (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 i 1 City State Zip Amendment No. 1 to the Professional Services Agreement with Hazen and Sawyer, P.C. for Capital Improvements Program Support Services. 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 n C► Ir 1 ) SS COUNTY OF '73�A„ The foregoing instrument was acknowledged before me this c'L 4.' day of Pig 5 Jr , 2015 by Leo er-Ar (6. Al1o, .r. , who is perscnalIy known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NO1ARY PUBLIC STATE OF FLORIDA PRINTED`, STAMPED OR TYPED NAME OF NOTARY PUBLIC 4Sy" DIARY PEREZ •. MY COMMISSION Ir HH 232289 3 - R' EXPIRES: February 22.2028 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Nzeribe Ihekwaba, PhD, PE DATE: August 9, 2023 Deputy City Manager FROM: Hector Badia, Director Office of Capital Improvements SUBJECT: Amendment No. 1 to Increase Capacity of the PSAs for Capital Improvements Program Support Services REFERENCES: Request for Qualifications (RFQ) No. 21-22-018 ENCLOSURES: The Office of Capital Improvements ("OCI") is requesting to increase the capacity to the Professional Services Agreements ("PSA") with Atkins of North America, Inc. (Atkins) and Hazen and Sawyer, P.C. (Hazen) in accordance with Florida Statutes § 287.055, and the applicable City of Miami ("City") Procurement Ordinance. On June 5, 2023, pursuant to Request for Qualifications ("RFQ") No. 21-22-018, the City Manager executed two (2) separate PSAs with Atkins and Hazen for an amount not -to -exceed $500,000.00 for the original three (3)-year term of the agreement, plus two (2) one(1)-year Options to Renew (OTR). Upon subsequent analysis of the historical utilization data for the previous 2017 engagement with Atkins, and the forecast increase in program management activities related to construction, review, synchronization, and process ("CRSP"), the Capital Improvement Plan, grants, legislative, and community engagement activities, OCI has determined that the current Compensation Limit is not sufficient to address the costs associated with the outstanding and foreseeable future design and construction administration assignments. By way of this memorandum, OCI recommends that the contract capacity for the original three (3)-year term of each PSA be increased from $500,000.00 to $3,000,000.00. In addition, it is proposed that the contract capacity for the two (2) one (1)-year OTRs be established at $1,000,000 each, for a total contract capacity of $5,000,000.00 for each PSA throughout the next five (5) years. Pursuant to Section 18-87 of the City Code, any increase in the Compensation Limits above the City Manager's delegated authority of $500,000.00 requires City Commission approval. Capital Programs Support Services Contract Number BPO Initial Term Three (3) Years Expiration Date and Current Capacity Two (2) One (1) Year OTRs Expiration Date and Current Capacity Initial Term Three (3) Years Expiration Date with Increased Capacity Two (2) One (1) Year OTRs Expiration Date with Increased Capacity Atkins North America, Inc. 2206753 6/4/2026 $500,000.00 6/4/2028 $0.00 6/4/2026 $3,000,000.00 6/4/2028 $2,000,000.00 Hazen and Sawyer, P.C. 2206754 6/4/2026 $500,000.00 6/4/2028 $0.00 6/4/2026 $3,000,000.00 6/4/2028 $2,000,000.00 ['Approved ['Denied Nzeribe Ihekwaba, PhD, PE Date: c: Larry Spring, CPA, Assistant City Manager/Chief Financial Officer Pablo R. Perez, Sr. Assistant City Attorney Annie Perez, CPPO, Chief Procurement Officer/Director, Procurement Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Capital Improvements Program Support Services Contract Type Continuing Contract Consultant Atkins North America, Inc. 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") PARTICIPATION REQUIREMENTS 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 10.15 RESOLUTION OF CONTRACT DISPUTES 16 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.16 INDEPENDENT CONTRACTOR 16 10.17 CONTINGENCY CLAUSE 16 10.18 THIRD PARTY BENEFICIARY 16 10.19 ADDITIONAL TERMS AND CONDITIONS 16 10.20 SEVERABILITY 16 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 17 ATTACHMENT A - SCOPE OF WORK 26 ARTICLE Al GENERAL 26 A1.01 SCOPE OF SERVICES 26 A1.02 WORK ORDERS 27 A1.03 PAYMENTS 28 ARTICLE A2 OVERVIEW OF CAPITAL PROGRAM SUPPORT SERVICES 28 A2.01 PRIMARY SERVICES 28 A2.02 SPECIALTY SERVICES 28 ARTICLE A3 PRIMARY SERVICES 28 A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT 28 A3.02 PRODUCTION MANAGEMENT SERVICES 29 A3.03 CONSTRUCTION ADMINISTRATION 31 ARTICLE A4 SPECIALTY SERVICES 31 ARTICLE A5 STAFFING 31 A5.01 PROGRAM STAFF 32 A5.02 STAFFING FOR SPECIALTY SERVICES 32 A5.03 STAFFING CHANGES 32 ARTICLE A6 ASSIGNMENT OF WORK 32 ARTICLE A7 ADDITIONAL SERVICES 33 A7.01 GENERAL 33 A7.02 EXAMPLES 33 ARTICLE A8 REIMBURSABLE EXPENSES 34 A8.01 GENERAL 34 A8.02 SUBCONSULTANT REIMBURSEMENTS 34 ARTICLE A9 CITY'S RESPONSIBILITIES 34 A9.01 PROJECT AND SITE INFORMATION 34 A9.02 CONSTRUCTION MANAGEMENT 35 SCHEDULE Al - SUBCONSULTANTS 36 SCHEDULE A2 - KEY STAFF 36 ATTACHMENT B - COMPENSATION AND PAYMENTS 38 ARTICLE 131 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 41 B4.03 BILLING - HOURLY RATE 41 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 41 B4.05 DEDUCTIONS 41 ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 41 B5.01 GENERAL 41 SCHEDULE B1 - WAGE RATES SUMMARY 42 SCHEDULE B2 - CONSULTANT INVOICE 44 Capital Improvements Program Support Services RFQ 21-22-018 / 2 2 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 R A l CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Capital Improvements Program Support Services Continuing Contract (RFQ No. 21-22-018) Atkins North America, Inc. 800 Waterford Way, Suite 700 Section 18-87, City of Miami Code 21-22-018 / 2 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 5th day of June in the year 2023 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Atkins North America, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 21-22-018 on June 10, 2022, for the provision of Capital Improvements Program Support 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 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: Capital Improvements Program Support Services RFQ 21-22-018 / 2 3 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 to 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). 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 OCI 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 fail to meet the Standard of Care. 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 precedent conditions have been met and/or directing that the Consultant may begin work on the Project. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 4 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 5 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for three (3) 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 ("SBE") PARTICIPATION REQUIREMENTS NOT APPLICABLE Prospective Firms must (shall) adhcrc to the following requirements: 1) Ascign a minimum of fifteen perccnt (15%) of the contract value to firms currently certified by Miami Dade County as a Small Businesc Enterprise ("SBE"), formerly referred to as Community Bucine—o 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/cmallbucine—c/certification programs.acp. Failure to adhcrc 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; 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 6 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 are 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 the Director, or their designee with information required to determine the suitability of the proposed new Key Staff. The Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for t. 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 an 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 shall use the same degree of care, skill, and diligence exercised in the performance of the services as is ordinarily possessed and exercised by members of the same profession, currently practicing, under similar circumstances ("Standard of Care") and 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 the Standard of Care, 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 Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its 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 Services. Capital Improvements Program Support Services RFQ 21-22-018 / 2 7 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 material 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 8 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 the 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 to these requirements. Capital Improvements Program Support Services RFQ 21-22-018 / 2 9 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 10 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 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. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 11 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 shall be enclosed herein as Exhibit C Insurance. 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 equivalent. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 12 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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: Capital Improvements Program Support Services RFQ 21-22-018 / 2 13 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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.com 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: 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: Hector Badia Interim Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: HBadia@miamigov.com Phone: 305-416-1236 Atkins North America, Inc. Ruben A. Hernandez Gregorat, PE Vice President 800 Waterford Way, Suite 700 Miami, FL 33126 Email: Ruben.HernandezGregorat@atkinsglobal.com Phone: (305) 514-3233 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 14 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 Consultant's Services under this contract, 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 15 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 16 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 the 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. The 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 17 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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. g• 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. 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 of 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. i. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 18 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Contractor shall provide Level Two (2) background screening results for all employees completing the work on park grounds. j. Equal Employment Opportunity During the performance of any resulting contract from an RFQ, the Contractor agrees as follows: 5. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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 12. 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. 13. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 19 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 14. 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. I. Federal Water Pollution Control Act 15. 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. 16. 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. 17. 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) Contractors 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 takes place in connection with obtaining any federal award. Such disclosures are forwarded from 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. p. q• 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 time frame 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-qu ideline-cpg-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 3. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 20 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 4. 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. 5. 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 implements 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 21 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Capital Improvements Program Support Services RFQ 21-22-018 / 2 22 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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: ture nn�ctA 0061 Print Name, Title ATTEST: . 1..1-4/17 Consultant Secretary C. E nest•Edgar, IV (Affirm Consultant Seal, if available) ATTEST:. DocuSigned by: .56.QQCF1459 Todd B. Hannon, City Cie APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: '— 27395E6 31.3214E-7... Ann Marie Sharpe, Director Risk Management Department ned by: Capital Improvements Program Support Services Atkins North America, Inc., a Florida Profit Corporation Sig iature r C)m rM e Print Name, Title b`+ ,,, ,,' gorate Seal) Y • i I 1Q60 P ''•.••oat•• gin CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: arguAY Norit r. F6C372F)D42A Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: ,—DocuSigned by: '--F4EF90AF6FE0457... Victoria Mendez, City Attorney rPr DS (Matter 23-1076) RFQ 21-22-018/ 2 23 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 ATKINS N.A INC. , a corporation organized and existing under the laws of the State of FL , held on the 21 day of April , a resolution was duly passed and adopted authorizing (Name) Charlotte, Madam, as (Title) VP 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 21 day of April Secretary: 14. Print: C. Ernest Edgar, IV CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) , 2023 I 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. Partner: IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Print: Names and addresses of partners: Name Street Address City State Zip Capital Improvements Program Support Services RFQ 21-22-018 / 2 24 DocuSign Envelope ID: 51 CDD245-A04E-486C-A51 5-43EB076D96B9 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 \ \1��tx OL.tO' ) ` The foregoing instrument was acknowledged before me this day of r- i 1 , 20 )5, by Cesar\ x , who is personally known to me or who has produced as identification and who (did / did not) take an oath. SLGN URE F NARY PUBLIC STA iE o FLORIDA 1 PRINTED, STAMPED OR TYPED j NAME OF NOTARY PUBLIC Capital Improvements Program Support Services ( 1►RY Pint JENNIFER FOLEY Notary Public - State of Florida Commission p GG 930023 or t' ' My Comm. Expires Mar 4, 2024 Bonded through National Natary A 1 RFQ 21-22-018 12 25 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 Capital Improvements Program Support 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 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 Consultant shall be responsible for assisting with the administration and management of the City's comprehensive Program. The Services will include, but may not be limited to, specific management oversight of vertical and horizontal projects, which encompass planning, quality control/quality assurance, permitting, and construction activities, as well as related services. The scope and duration of an individual project may extend over multiple years. The Consultant shall function as an extension of OCI's resources by providing qualified technical and professional personnel to perform the duties and responsibilities assigned under the terms of the Agreement. Key personnel, referred to as "Core Program Staff," shall work on a full-time, as -needed basis and may, at the sole discretion of the City, work from the City's Miami Riverside Center (MRC) building. In addition, key personnel, referred to as "Supplemental Program Staff," shall supplement City staff by providing qualified technical and professional assistance on an as -needed basis, for project or task specific assignments. Supplemental Staff may work from either the MRC building or from a remote location, depending on the needs of OCI. The Consultant shall be required to assist the City of Miami in any and all Capital Program Support Services, and shall include, but not be limited to, the items in the paragraphs below: Initiation phase The Consultant shall be required to assist and work in conjunction with OCI staff in various aspects of the management and implementation of the City's Capital Plan/Program. The services shall include, but not be limited to, scope preparation, scope definition and scope approval from client department, preliminary estimates based on initial scope, and preliminary schedule in Microsoft Projects for the purposes of capital planning/programming and prioritization. Scope definition shall include site visit/observations by firm and coordination with the Department of Resilience and Public Works (RPW) to include review of Stormwater Master Plan, RPW Pavement condition program, review of undedicated Rights of Way (ROW), coordination of adjacent and future projects by OCl/RPW/developers, as well as historic, archaeological, and environmental research with Planning Department and Geographical Information System (GIS) production/management. Related services shall also include, but not be limited to, assistance with Program Management Information Technology and systems development and maintenance, document control and records management, and financial program management for OCI including Grants/Bonds and external agency funds management. Planning The services shall include, but not be limited to, research and preparation of reports and feasibility studies, public outreach, and balloting services, as well as construction cost estimating and scheduling. Quality Control/Quality Assurance The services shall include, but not be limited to, coordination with community organizations, project management, production management, Quality Control/Quality Assurance including to plans review. Services shall also include value engineering, survey and testing, computer aided drafting (CADD) support services, ROW license agreement, and utility coordination. Permitting The Consultant shall provide services for all applicable permitting processes with internal and external regulatory agencies. Capital Improvements Program Support Services RFQ 21-22-018 / 2 26 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Bidding The services shall include, but not be limited to, preparation of bid tabulation, bid reviews, and bid proposal negotiation. Construction The services shall include, but not be limited to, construction administration, post -design services, project certification and Construction Engineering and Inspection (CEI) services, as well as harmonization agreements. Consultant's team shall provide sufficient capacity to perform all services needed during construction activities in any given project. Close -Out Phase The services shall include, but not be limited to, any required project close-out related items such as dry - run acceptance, RPW construction acceptance, purchase order release, as well as coordination with the City's Office of Management and Budget to close-out and re -allocation of funds tracking. The Consultant will receive work assignments from the OCI Director, or Authorized designee(s), who will be identified in writing, by the OCI Director. The PSA may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. It is anticipated that the Consultant's team will consist of the following personnel: • Program Manager In addition to the Key Personnel listed above, the Consultant's team shall be required to provide "Program Management Staff' including, but not limited to, any "Core Program Staff' that may be required to work from the MRC building. The Program Staff shall initially perform, at a minimum, the following tasks: • Program/project cost estimating services; and • Job Order Contracting (JOC) Program Management; and • Project Controls, Planning and Scheduling; and • CADD Support; and • Financial Program Management; and • Construction Contract Administration Monitoring and Reporting Services. Further details concerning the Scope of Services are contained in the solicitation for Citywide Program Management Support Services for Stormwater Infrastructure Improvements, 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 The Consultant will be responsible to Work in cooperation with OCI, City administration, officials of the City, client departments and agencies, community, and other stakeholders, with consulting engineers and/or architects, and contractors to administer the planning, design, and construction of OCI Projects, and as well as overall Program Management. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 27 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A1.03 PAYMENTS The City will pay the Consultant in accordance with the 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 CAPITAL PROGRAM SUPPORT SERVICES A2.01 PRIMARY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services, Consultant shall provide a Work Order Proposal for the performance of said Services. The Services may include, but are not necessarily limited to the following: • Overall assistance with Administrative Program Management Services for the Capital Improvements Program • Production Management: Assistance with Programmatic management of capital Project Production, that is, the feasibility and other pre -design studies, financial and other analyses, scheduling, planning, review of construction and/or design delivery method, design, engineering. • Assistance with Construction Program for Projects undergoing construction, activities may include, without limitation, monitoring the overall construction schedule of the Capital Improvements Program, coordinating schedules among Projects, estimating, work order development, assisting with community outreach, and providing regular construction -associated reports. The award and execution of a Work Order or Notice to Proceed for said Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work. Compensation for any Services shall be separately negotiated and may be lump sum, hourly rate -based or other method as deemed appropriate by the parties. A2.02 SPECIALTY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and possibly large-scale element, activity, sub -program or Project within the Program and such Services are unavailable from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by the Director or designee, the nature of the proposed Services, the extent of workforce and other resources required for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the Director and will be accomplished by a Work Order issued pursuant to this Agreement. The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work as Specialty Services Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate - based or other method as deemed appropriate by the parties. ARTICLE A3 PRIMARY SERVICES Those Services considered by the City to be fundamental to the successful management of the overall Capital Improvements Program shall be considered Primary Services and shall consist, generally of the following areas: A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the comprehensive coordination, development, and management, including, but not limited to, the following Services and/or activities: A3.01-1 Program Implementation Strategies: Research and recommend the most effective methods to implement all aspects of the overall Program. Capital Improvements Program Support Services RFQ 21-22-018 / 2 28 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.01-2 Program Coordination: Coordination and schedule management for Project design, procurement, contract negotiation and contract administration activities. A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules, and budgets. Manage OCI's "letting" plan for Projects, including the updating, revision, conflicts, deviation, and analyses to determine the impact of potential changes to the "letting" plan. A3.01-4 Facility Assessment: Conduct an assessment of all City owned facilities to develop a plan for correcting deficiencies and a deferred maintenance program. A3.01-5 Information Systems: Provide guidance in the implementation of a new in-house database information system. A3.01-6 Fiscal Management Assistance: Develop financial projections, monitor, and track Program funds, financing, and cash flows. Assist with the development of program and financial data for potential financing options, including investment bonds, which may be utilized to implement the Program. A3.01-7 Reporting: Furnish regular progress and status reports on the Program at intervals determined by the Director or as significant issues become known to the Consultant. A3.01-8 Staffing: Maintain staffing efficiencies within the Consultant's Team. A3.01-9 Procedure and Process Improvements: Development of procedures and procedure manuals for various Program activities and processes. Develop or assist with the development of standard documents and/or forms. A3.01-10 Document Control and Records Management: Development of a document management system for the Program; maintain documentation and correspondence relating to the Program that is accessible and will be owned by the City. A3.01-11 Annual Capital Plan: Preparation of the annual Capital and Transportation Improvement Plan. A3.01-12 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and Water and Sewer Departments, utility companies, regulatory agencies and with private developers. A3.01-13 ADA Compliance: Provide regular and systematic reviews of all projects, during critical phases of project implementation (planning, design, and construction) to assist in compliance with the Americans with Disabilities Act. A3.01-14 Prepare official minutes of meetings for the Director or designee's approval and dissemination. A3.02 PRODUCTION MANAGEMENT SERVICES The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02-1 General Project Administration and Fiscal Activities A3.02-1(a) Cost Control: Provide value engineering throughout Project life cycles as requested, and verify constructability of plans and specifications. A3.02-1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review, monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions. Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding, and prepare financial projections as required. A3.02-1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City designees at frequencies identified by Director or designee. A3.02-1(d) Communication and Outreach: At the direction of the Director or designee attend and address meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to questions and concerns about the Project at City Commission meetings, assist the City with public information, notifications and public meetings required in relation to assigned design construction projects. Capital Improvements Program Support Services RFQ 21-22-018 / 2 29 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-1(e) Information Management, Document Control: Maintain files of all documentation and correspondence relating to the Program and specific Projects in an orderly system which will be submitted to the City upon completion of the Project and/or Program. A3.02-1(f) Legal and Other Services: Should legal issues arise relating to a Project, provide records, depositions, and testimony about affected Projects. Provide consulting Services on other matters relating to the Projects and/or Program. A3.02-2 Design and Production Activities The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02-2(a) Project Scoping: Devise and/or confirm detailed Project scopes with staff and client departments commensurate with funding. Verify the accuracy of Architect's/engineer's budget and design estimates against cash flow commitments. Consultant shall consider prioritization and design alternates as contingency measures to verify that cash flow commitments are achieved. A3.02-2(b) Schedules and Budgets: Develop Work plans, schedules, and budgets for the overall Program and for assigned Projects. Coordinate the design, preparation of construction documents, procurement/bidding, and establishment of construction schedules with City staff. A3.02-2(c) Reviews: Provide design and constructability reviews of plans and specifications at progress intervals. Such reviews shall not relieve the designer of record of liability associated with any errors or omissions in the plans and specifications, the responsibility of which shall remain solely with the designer of record. A3.02-2(d) ADA Compliance: Review compliance with handicapped accessibility requirements and maintain documentation/justification when full compliance cannot be achieved. Such a review shall not relieve the designer of record of liability associated with any errors or omissions in the plans and specifications, the responsibility of which shall remain solely with the designer of record. A3.02-2(e) Permits and Approvals: Facilitate and/or assist the City in obtaining all Federal, State, and local permits or approvals (from agencies such as Miami -Dade Water and Sewer, Department of Environmental Resource Management (DERM), Environmental, and Department of Health), etc. Review such permits for consistency with City approved plans and for special requirements or conditions, if any. It is the responsibility of the designer of record to file for and obtain all permits. A3.02-2(f) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution and coordination among City, designers of record, and various utility capital plans and owners. A3.02-2(g) Design Criteria Standards: Development and revision of existing design criteria, standard and directive drawings, and construction specifications, design drawing standards, Computer -aided design, and drafting (CADD) and other similar standards and criteria to ensure best business practices are utilized. A3.02-2(h) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies determined by the Director or designee, to promote best practices by City and industry. A3.02-3 Bids and Contracts A3.02-3(a) Review appropriateness of architectural and engineering consultant and contractor fee proposals with OCI personnel as appropriate. A3.02-3(b) Provide input and assist with the selection and evaluation of consultants, contractors, and other service providers. A3.02-3(c) Assist with preparation of award documents, grant applications, and assist with the administration of grants. A3.02-3(d) Manage and oversee the selection, monitoring, and oversight of Job Order Contracts in use by the City; assist in the preparation, evaluation and award of new Job Order Contracts if deemed necessary by Director. Capital Improvements Program Support Services RFQ 21-22-018 / 2 30 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-3(e) Assist in negotiations with architectural and engineering consultants and/or contractors regarding price proposals and/or adjustments in time for performance of Services. A3.02-3(f) Assist in the review and analysis of contractor claims as well as claims by the City against contractors and consultants. A3.03 CONSTRUCTION ADMINISTRATION The City of Miami has contracted separately with various firms providing construction engineering and observation (CEO) services. The Program Manager will assist the City, where/when Director, or designee, in his/her sole discretion, identifies the need, in the management of the CEO services, including the following tasks: A3.03-1 Provide administrative coordination between active construction projects in the same or adjacent areas. A3.03-2 Visit the jobsites periodically and as needed to monitor construction progress. A3.03-3 Review and recommend approval of requests for change orders. A3.03-4 Verify that Contractors have filed safety and affirmative action policies. However, the Program Manager shall not be responsible for jobsite safety or for contractor's failure to comply with affirmative action and safety policies. A3.03-5 Administer construction contracts. A3.03-6 Devise and implement initiatives and proactively assist contractors in methods intended to minimize potential disturbances to the public during construction. A3.03-7 Coordinate special inspections including major trades, as requested by the Director or designee. A3.03-8 Review, monitor and recommend approval of payment requisitions from the Contractor and other Program Managers. A3.03-9 Monitor monthly construction related expenditures by the City. A3.03-10 Coordinate and assist in hosting of periodic meetings at frequencies determined by the Director or Designee with contractors to promote best practices by City and industry. ARTICLE A4 SPECIALTY SERVICES The specific Scope of Services required as Specialty Services shall vary depending on the nature of the specific endeavor and may encompass any or all of the tasks described under Primary Services. The required Work shall be described in a Work Order Proposal that shall form the basis for a Work Order to be approved by the Director or designee. ARTICLE A5 STAFFING The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific Consultant's employees. The Consultant will perform all Services described in this Scope of Services where/when Director or designee, in his/her sole discretion, identifies the need, by use of the Program Staff, as described below. The Director's input regarding staff and Work assigned to Key Personnel and/or Staff for Specialty Services shall be duly considered by Consultant in preparing any individual Work Order proposal and failure to adequately address such concerns regarding staff assignments may be cause for Director's rejection of same. All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them. The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office maintained by the Consultant. This Program Coordinator shall be responsible for all administrative functions associated with the Agreement. This individual and any other employees of the Consultant performing administrative functions, which are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges under this Agreement. The Program Coordinator shall be eligible for billable charge when performing specific technical functions when so requested by the Director or designee. Capital Improvements Program Support Services RFQ 21-22-018 / 2 31 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01 PROGRAM STAFF A portion of the Primary Services shall be performed by the Consultant's Key Personnel assigned on a full- time basis and housed at the MRC building. Such personnel shall be billed to the City on a monthly lump sum basis. Any modification in the Scope of Work assigned to the Key Personnel should trigger a corresponding modification in the Lump Sum Compensation, as provided in Article B3.01-2. Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Key Personnel which shall reflect the monthly levels of compensation and Services and a separate Work Order covering those individuals assigned to perform what would be considered Specialty Services, which shall reflect the methods and levels of compensation. A5.02 STAFFING FOR SPECIALTY SERVICES The Work assignments performed by these staff will be requested in writing by the Director or designee for individual or short-term tasks, or for long-term and continuing service tasks, associated with any element of the Scope of Services. The level of effort anticipated for these staff members and their assignments will be analyzed by the Director or his/her designee on an as needed basis and the progress will be measured through the Monthly Progress Report to accompany the monthly invoicing. Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff and/or activities as being offered on a lump sum, performance basis or hourly rate, limiting amount basis. A5.03 STAFFING CHANGES If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be made by Consultant to the Director or designee whose written approval is required as described below. A5.03-1 Changes due to Absence or Termination: If there are changes in the staff depicted in an authorized Work Order, particularly with Key Personnel as identified in the Proposers' RFQ submittal, be absent due to voluntary or involuntary termination, that position will be replaced within five (5) business days of the date of separation, or as requested by the Director or designee. Should an individual staff, particularly Key Personnel as identified in the Proposers' RFQ submittal be absent for more than 15 consecutive business days due to vacation, illness or other matter, Consultant shall provide a qualified replacement that is acceptable to the Director or designee. The Director or designee, at their sole discretion, may additionally request qualified replacement staff due to absences of less than 15 business days if warranted by the nature of the Work managed by that staff. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person (s), in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. Such changes shall be noted and approved of in writing. A5.03-2 Changes due to Work Requirements: Director or designee's approval shall be in writing for all additional or replacement Program Staff not included in the Proposal/Work Order and estimated to work in excess of 20 hours per month in total. Consultant shall provide a written proposal to Director detailing anticipated man-hour and related requirements for the task or activity to be assigned to additional Key Personnel or Staff assigned for Specialty Services. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person, in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. ARTICLE A6 ASSIGNMENT OF WORK It is the intent and purpose of the City that the Consultant shall provide the Primary Services hereunder as an extension of OCI's resources as may be authorized by the Director. It is envisioned that areas of responsibilities and specified tasks will be assigned by the Director or designee. Capital Improvements Program Support Services RFQ 21-22-018 / 2 32 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A6.01-1 WORK ORDERS When a specific task is above and beyond the scope of the initial Work Order assigned to Key Personnel Program Support Staff or Program Support Staff assigned to Specialty Services Work Order, the Director or designee will request a Work Order Proposal from the Consultant for Services based on a proposed Scope of Services provided 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 Work and to resolve any questions regarding the proposed Project. The Consultant shall then prepare a written "Work Order Proposal" for the required Services generally following the guidelines provided by OCI, indicating the proposed Scope of Services, time of performance, proposed fees, Sub consultants if warranted, deliverable items and/or documents, and time frame to complete the Work. The Work Order Proposal shall depict detailed staffing commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting Amount. The Consultant shall not be compensated for the preparation or Work Order Proposals. When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be attached and incorporated into the Work Order authorized by the Director or designee. Upon acceptance of the Work Order Proposal a "Notice to Proceed" will be issued by the Director or designee. No guarantee is made as to how many, and the extent of, Work Orders issued to the Consultant. A601-2 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 A7 ADDITIONAL SERVICES A7.01 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. A7.02 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 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. A3.02-3 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 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. A3.02-5 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 33 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE A8 REIMBURSABLE EXPENSES A8.01 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. A8.01-1 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. A8.01-2 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. A8.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A8.01-4 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. A8.01-5 Transportation and/or travel per diem expenses: Expenses incurred by authorized persons, as defined by Florida Statutes, Section 112.061, as "A person who is called upon by an agency to contribute time and services as consultant or adviser." All travel must be authorized and approved by the Director or their designee, in advance and in writing. A8.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A8.02 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 A9 CITY'S RESPONSIBILITIES A9.01 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. A9.01-1 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. A9.01-2 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. A9.01-3 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. A9.01-4 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 34 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A9.01-5 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. A9.02 CONSTRUCTION MANAGEMENT A9.02-1 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. A9.02-2 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 35 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Milian, Swain & Associates, Inc. Program Reporting / Administration Assistance Quest Corporation of America, Inc. Public Involvement & Outreach SCHEDULE A2 — KEY STAFF NAME JOB CLASSIFICATION Diego Clavijo, PMP, PSP Lead Program Manager* Sonja John Program/Project Cost Estimating Services Jimmy Suarez, PSP Lead Program Manager* Juan Rosario CADD Support Technician Kim Varjabedian Financial Program Manager Yami Abreu Construction Contract Administration Monitoring and Reporting Technician Alfredo Martinez Project Controls, Planning and Scheduling Carlos Lozano Architecture / Vertical Sr. Project Manager Loraine Rosado Project Portfolio Manager Esteban Rubiano Architecture / Vertical Project Manager Ryan Jensen Roadway Senior Engineer Michael Rose Roadway Engineer Pedro Beltran Job Order Contracting (JOC) Program Manager Jose Vila Electrical Senior Engineer Felix Rosario Electrical Engineer Camilo Martinez Mechanical Engineer Rosmary Bohorquez Building Structures Engineer Hector Lopez Structural Engineer Desiderio Maldonado Marine Coastal Engineer Nathan Mozeleski Traffic Engineer Douglas Dean Surveying Manager Alfredo Martinez Scheduler Jose Vila Alvarez Sr. Construction Manager Ruben Cuevas Construction Manager Sonja John Harry Belton Cost Management and Value Engineering Sr. Landscape Architect LaTosha Sigler Civil/Horizontal Project Manager Alex Camps Building Code Compliance Sr Engineer Alejandro Irizarry -Velez, PE Principal Mark Henry Environmental Sr Manager Elba Guerrero Grants Manager Diego Clavijo, PMP, PSP Lead Program Manager* Sonja John Program/Project Cost Estimating Services Capital Improvements Program Support Services RFQ 21-22-018 / 2 36 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Harry Belton Sr. Landscape Architect LaTosha Sigler Civil/Horizontal Project Manager Alex Camps Building Code Compliance Sr Engineer Alejandro Irizarry -Velez, PE Principal Mark Henry Environmental Sr Manager Elba Guerrero Grants Manager Frank Salmon GIS Production Manager Steven Baez Construction Inspector Capital Improvements Program Support Services RFQ 21-22-018 / 2 37 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 38 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 After the first year of the contract term, the escalation of said Wage Rates may be considered upon request by the Consultant. The Consultant may have to supply documentation to justify any requested percentage increase in cost to the City. The City reserves the right to approve or reject said requests for escalation. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 2 39 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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 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 renegotiation. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 2 40 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B5.01 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 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Capital Improvements Program Support Services RFQ 21-22-018 / 2 41 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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* $175.00 Lead Program Manager $81.00 $234.90 $194.40 Building Code Compliance Sr Engineer $70.77 $205.23 $169.85 Cost Management and Value Engineering $70.00 $203.00 $168.00 Electrical Senior Engineer $70.00 $203.00 $168.00 Project Portfolio Manager $69.00 $200.10 $165.60 Financial Program Manager $67.00 $194.30 $160.80 Program/Project Cost Estimating Services $47.69 $138.30 $114.46 Sr. Construction Manager $65.00 $188.50 $156.00 Civil/Horizontal Project Manager $64.00 $185.60 $153.60 Sr. Landscape Architect $63.00 $182.70 $151.20 Building Structures Engineer $62.53 $181.34 $150.07 Mechanical Engineer $62.15 $180.24 $149.16 Architecture / Vertical Sr. Project Manager $61.00 $176.90 $146.40 Structural Engineer $61.00 $176.90 $146.40 Environmental Sr. Manager $60.00 $174.00 $144.00 Traffic Engineer $60.00 $174.00 $144.00 Marine Coastal Engineer $59.00 $171.10 $141.60 Job Order Contracting (JOC) Program Manager $58.00 $168.20 $139.20 Roadway Senior Engineer $55.00 $159.50 $132.00 Project Controls, Planning, and Scheduling $51.77 $150.13 $124.25 Construction Manager $50.00 $145.00 $120.00 Program/Project Cost Estimating Services $47.69 $138.30 $114.46 Construction Contract Administration Monitoring and Reporting Technician $46.00 $133.40 $110.40 Architecture / Vertical Project Manager $46.00 $133.40 $110.40 Capital Improvements Program Support Services RFQ 21-22-018 / 2 42 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 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) GIS Production Manager $46.00 $133.40 $110.40 Scheduler $46.00 $133.40 $110.40 Sr. Public Involvement & Outreach $45.00 $130.50 $108.00 Electrical Engineer $44.00 $127.60 $105.60 Grants Manager $40.00 $116.00 $96.00 Surveying Manager $39.00 $113.10 $93.60 Reports Writer $35.00 $101.50 $84.00 Roadway Engineer $35.00 $101.50 $84.00 Public Involvement & Outreach Technician $34.00 $98.60 $81.60 CADD Support Technician $31.89 $92.48 $76.54 Construction Inspector $30.00 $87.00 $72.00 Administration Assistant $29.00 $84.10 $69.60 (*) Flat rate, no multipliers applied. Capital Improvements Program Support Services RFQ 21-22-018 / 2 43 DocuSign Envelope ID: 51CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE L CITYOF MIAMI OFFICE OF CAPITAL IMPROVEMENTS pal CONSULTANT STANDARD INVOICE To: C1yDfMirr 'Office of Capital I rr . I Az-41 SW 2nd Avenue - ih Floor STni, FL 3313C1 ATTN: NoTE. lek.aNni me4.0.4.3 pain 2:00 Phl aminpita with tho Surat Enitherta ' Repro Irtayeas partaarlp to we% reward caret Shell Warier mil tia DOW bp a Prl arra irm at. elaalAracad Allipla appropriate laaek-up &News la 6;ie Butane/on al aalptatt nr-Oaki innice hurIbm: I wedoeflare: Page: Invoice Parlol: From Contact No.: contract Title: Prciect No.: Project Name: Purchase Order No.: Work. Order Pia: Wan 00, 0003 To: MEnthi D:1, DOCC, SERMICE TOTAL EARNED COMPACT AMEN KT % DOMPLETE 1RE9OUtLYDIVOICED CURRENT INV OWE AIIDUKT TO DATE pc -erratic 13cUmn i813) 5 Dentin Deve aware ;DO) 5 5 31311 CensTuctlan Dxtuneutr. rX% .7.-Di 5 5 goii Centa-uriarn Decumerr: K '-. :.: 5 ' 5 9E% Cunt.Turian Dxurne r.: E.: :.: 5 .0 MG% Canta-uctler Occu- „---.: :: :: 5 5 Dry Run Permetrg 5 EliiiIng cr Negoliattai E-ant 5 5 Gel1nIllt0.11 enirrr,sTaten :c,.. 7 4 5 7 : 4 -5 4 5 : 4 -5 : . 4 3 : 4 .3 ReIrrimrsabie Exnerset, , 4 5 i. ilme.) 7 . 4 5 2. illtlei ''. 4 5 3. iTtlei 7 . . 4 5 Arlitiaral Ser.. cps 1. iTtlei Mtlej 3, MIK ...... 5 °°°°°°°°°°°°°°°°°°°°~°°° TOTLL: Prior to thle !wean Remaining Contract 12.31ance: 3ii1i0rtal: I Deductione: rota.' Due : 1 TC BE .2.0IVP LTr =E1 EY C .A1 S JLTANT DENT FED 1RLIE AND COSRECT E. &UM:CHUMS EIGCUitEMTE eXECELIST. SNIM,14 Far,: IT Filiffi arc fIPfinciA paraivatra' PirtitroThao bee% Invaratett Buppteare Dffr i V4.3iNIL Carairmaian Rica Rae Fa.arPa~ Dos,urrarta Adeilaral Bah,s'a AarrOli2W1eal LB.EL TO BE COMPLEr aci EY CMY OF 'MAN ICITY OF MIAMI 4.PPROVAIL: Jorge L. MEWS „ASSISTANT DIRECTOR Hentor E. a 'INTERIM DIRECTOR DY.1. Received CIE: Date Rec &red la- Fairmere Fr:ceasing n3 urIgel Departrnerk) Capital Improvements Program Support Services RFQ 21-22-018 / 2 44 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ DNYYY) 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 MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CN102421774-Atkin-GAWU-22-23 CONTACT P PHONE' FAX (A/C No Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Zurich American Insurance Company 16535 INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd. Ste. 700 Tampa, FL 33607-5713 INSURER B: American Guarantee & Liability Ins Co 26247 INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-004776509-26 REVISION NUMBER: 4 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GL00137576-08 Approved by Frank Gomez 10/15/2022 10/17/2022 10/15/2023 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 50,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY BAP0137575-08 10/15/2022 10/15/2023 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE AUC9304209-20 10/15/2022 10/15/2023 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A WC0137577-08 10/15/2022 10/15/2023 x 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 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Capital Program Support Services for the Capital Improvement Program, RFQ No. 15-16-032. The City of Miami is included as additional insured (except workers' compensation & professional liability) where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract with respect to General Liability, Auto Liability and Workers' Compensation policies and subject to policy terms and conditions. Contractual Liability is included in General Liability subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Miami Department of Capital Improvement Programs 444 SW 2nd Avenue 8th 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 of Marsh USA Inc C. ' `mom,-. r,"-CARD ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry Subject: RE: COI -Atkins North America_Exp 10-15-2021 Date: Monday, October 17, 2022 8:08:19 AM Attachments: imaoe005.onq image007.pnq imaoe009.onq Good morning Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (3o5) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, October 17, 2022 8:05 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: COI -Atkins North America_Exp 10-15-2021 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 A`OROI CERTIFICATE OF LIABILITY INSURANCE DATE(MM//Y DYYY) 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 MARSH USA, LLC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CN102421774-Atkin-EO-23-24 CONTACT P PHONE' FAX (A/C No Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Lloyd Underwriters 32727 INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd., Ste 700 Tampa, FL 33607 INSURER B : INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-005399974-04 REVISION NUMBER: 0 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. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY Approved by Frank Gomez 04/27/2023 EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (claims made policy) B0509FINPA2350092 04/30/2023 04/30/2024 Limit: Per Claim Annual Aggregate: 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Capital Program Support Services for the Capital Improvement Program, RFQ No. 15-16-032. Retroactive Date 11/11/1961 CERTIFICATE HOLDER CANCELLATION City of Miami Department of Capital Improvement Programs 444 SW 2nd Avenue 8th 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 of Marsh USA LLC C.Rrz.et.-Q, ---. ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 AGENCY CUSTOMER ID: CN102421774 LOC #: Atlanta ACORO® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, LLC. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd., Ste 700 Tampa, FL 33607 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Professional Liability: Professional Liability placement was made by Marsh Canada. Marsh USA has only acted in the role of a consultant to the dient with respect to the placement, which is indicated here for your convenience. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Date: Thursday, April 27, 2023 10:43:03 AM Attachments: imaoe003.Dnq image007.pnq imaoe009.Dnq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Thursday, April 27, 2023 10:41 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Hi Frank, Attached is revised COI with Retro Date. DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Best regards, L wig C co-eree- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 liLcaseres@miamigov.com "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. From: Gomez Jr., Francisco (Frank) <FGomezlimiamigov.com> Sent: Thursday, April 27, 2023 10:19 AM To: Caseres, Luis <Lcaseres( miamigov.com>; Quevedo, Terry <TQuevedoPmiamigov.com> Cc: Aviles, Yesenia <YAviles( miamigov.com> Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Good morning Luis, DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/ DNYYY) 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 MARSH USA, INC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CN102421774-Atkin-GAWU-22-23 CONTACT P PHONE' FAX (A/C No Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Zurich American Insurance Company 16535 INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd. Ste. 700 Tampa, FL 33607-5713 INSURER B: American Guarantee & Liability Ins Co 26247 INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-004776509-26 REVISION NUMBER: 4 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. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY GL00137576-08 Approved by Frank Gomez 10/15/2022 10/17/2022 10/15/2023 EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 1,000,000 MED EXP (Any one person) $ 50,000 PERSONAL & ADV INJURY $ 2,000,000 GEN'L X AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS - COMP/OP AGG $ 4,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO OWNED x SCHEDULED AUTOS NON -OWNED AUTOS ONLY BAP0137575-08 10/15/2022 10/15/2023 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE AUC9304209-20 10/15/2022 10/15/2023 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 DED RETENTION $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A WC0137577-08 10/15/2022 10/15/2023 x 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 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Capital Program Support Services for the Capital Improvement Program, RFQ No. 15-16-032. The City of Miami is included as additional insured (except workers' compensation & professional liability) where required by written contract. This insurance is primary and non-contributory over any existing insurance and limited to liability arising out of operations of the named insured subject to policy terms and conditions. Waiver of subrogation is applicable where required by written contract with respect to General Liability, Auto Liability and Workers' Compensation policies and subject to policy terms and conditions. Contractual Liability is included in General Liability subject to policy terms and conditions. CERTIFICATE HOLDER CANCELLATION City of Miami Department of Capital Improvement Programs 444 SW 2nd Avenue 8th 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 of Marsh USA Inc C. ' `mom,-. r,"-CARD ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis; Quevedo, Terry Subject: RE: COI -Atkins North America_Exp 10-15-2021 Date: Monday, October 17, 2022 8:08:19 AM Attachments: imaoe005.onq image007.pnq imaoe009.onq Good morning Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (3o5) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Monday, October 17, 2022 8:05 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com> Subject: FW: COI -Atkins North America_Exp 10-15-2021 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 A`OROI CERTIFICATE OF LIABILITY INSURANCE DATE(MM//Y DYYY) 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 MARSH USA, LLC. TWO ALLIANCE CENTER 3560 LENOX ROAD, SUITE 2400 ATLANTA, GA 30326 CN102421774-Atkin-EO-23-24 CONTACT P PHONE' FAX (A/C No Ext): (A/C, No): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Lloyd Underwriters 32727 INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd., Ste 700 Tampa, FL 33607 INSURER B : INSURER C: INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-005399974-04 REVISION NUMBER: 0 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. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS COMMERCIAL GENERAL LIABILITY Approved by Frank Gomez 04/27/2023 EACH OCCURRENCE $ CLAIMS -MADE OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PRO- JECT PER: LOC GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $ AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY COMBINED SINGLE LIMIT (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ A Professional Liability (claims made policy) B0509FINPA2350092 04/30/2023 04/30/2024 Limit: Per Claim Annual Aggregate: 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: Capital Program Support Services for the Capital Improvement Program, RFQ No. 15-16-032. Retroactive Date 11/11/1961 CERTIFICATE HOLDER CANCELLATION City of Miami Department of Capital Improvement Programs 444 SW 2nd Avenue 8th 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 of Marsh USA LLC C.Rrz.et.-Q, ---. ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 AGENCY CUSTOMER ID: CN102421774 LOC #: Atlanta ACORO® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY MARSH USA, LLC. POLICY NUMBER CARRIER NAIC CODE NAMED INSURED Atkins North America, Inc. 4030 West Boy Scout Blvd., Ste 700 Tampa, FL 33607 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Professional Liability: Professional Liability placement was made by Marsh Canada. Marsh USA has only acted in the role of a consultant to the dient with respect to the placement, which is indicated here for your convenience. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Date: Thursday, April 27, 2023 10:43:03 AM Attachments: imaoe003.Dnq image007.pnq imaoe009.Dnq Hello Luis, The COI is adequate. Thanks, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-174o Office (305) 416-176o Fax fgomez@miamigov.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Thursday, April 27, 2023 10:41 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Hi Frank, Attached is revised COI with Retro Date. DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Best regards, L wig C co-eree- Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 liLcaseres@miamigov.com "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. From: Gomez Jr., Francisco (Frank) <FGomezlimiamigov.com> Sent: Thursday, April 27, 2023 10:19 AM To: Caseres, Luis <Lcaseres( miamigov.com>; Quevedo, Terry <TQuevedoPmiamigov.com> Cc: Aviles, Yesenia <YAviles( miamigov.com> Subject: RE: COI -Atkins North America_Exp. 04-30-2023 Good morning Luis, DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Detail by Entity Name DIVISION OF CORPORATIONS lr `p I / D1VO �'I f j r � D f `f ,}, /,/. rg j D 6 �r Q ' � 1 �' uirku! Star© uj!!ur/�lss syd/,sit� Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation ATKINS NORTH AMERICA, INC. Filing Information Document Number 233840 FEI/EIN Number 59-0896138 Date Filed 02/29/1960 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 11/03/2021 Event Effective Date NONE Principal Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Mailing Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Registered Agent Name & Address EDGAR, C ERNEST IV 4030 WEST BOY SCOUT BLVD. SUITE 700 TAMPA, FL 33607 Name Changed: 11/09/2010 Address Changed: 09/14/2015 Officer/Director Detail Name & Address Title President, Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 1/4 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Detail by Entity Name NASH, GEORGE L., Jr. 10 EAST 40TH STREET 13TH FLOOR NEW YORK, NY 10016 Title VP, Treasurer Reinhardt, SUSAN C 3901 CALVERTON BOULEVARD, SUITE 400 BELTSVILLE, MD 20705 Title SVP, Secretary EDGAR, C. ERNEST IV 4030 WEST BOY SCOUT BLVD., STE. 700 TAMPA, FL 33607 Title AVP MANTECON, ROBERTO D 800 WATERFORD WAY SUITE 700 MIAMI, FL 33126 Title VP MADDOX, CHARLOTTE A. 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Title SVP JONES, JUSTIN P. 20860 N. TATUM BLVD. SUITE 260 PHOENIX, AZ 85050 Title VP WENDRZYK, CHESTER W. 7175 MURRELL ROAD MELBOURNE, FL 32940 Title VP RYAN, MICHAEL R. 1514 BROADWAY SUITE 202 FT. MYERS, FL 33901 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 2/4 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Title AVP Detail by Entity Name MADDOX, PAUL 4030 W. BOY SCOUT BLVD - STE. 700 TAMPA, FL 33607 Annual Reports Report Year Filed Date 2020 01/02/2020 2021 01/06/2021 2022 01/17/2022 Document Images 01/17/2022 -- ANNUAL REPORT 11/03/2021 --Amendment 01/06/2021 -- ANNUAL REPORT 01/06/2021 -- Merger 01/02/2020 -- ANNUAL REPORT 11/12/2019 -- Amendment 01/14/2019 -- ANNUAL REPORT 02/15/2018 -- ANNUAL REPORT 01/06/2017 -- ANNUAL REPORT 02/12/2016 -- ANNUAL REPORT 10/08/2015 -- AMENDED ANNUAL REPORT 09/14/2015 -- AMENDED ANNUAL REPORT 01/29/2015 -- ANNUAL REPORT 02/28/2014 -- AMENDED ANNUAL REPORT 01/15/2014 -- ANNUAL REPORT 04/17/2013 -- AMENDED ANNUAL REPORT 01/07/2013 -- ANNUAL REPORT 04/04/2012 -- ANNUAL REPORT 01/05/2012 -- ANNUAL REPORT 11/11/2011 -- ANNUAL REPORT 10/05/2011 -- ANNUAL REPORT 06/03/2011 -- ANNUAL REPORT 02/04/2011 -- Name Change 01/05/2011 -- ANNUAL REPORT 11/09/2010 -- Reg. Agent Change 07/14/2010 -- Amendment 04/09/2010 -- ANNUAL REPORT 01/13/2010 -- ANNUAL REPORT 02/03/2009 -- ANNUAL REPORT 12/29/2008 -- Merger 12/01/2008 -- ANNUAL REPORT 11/06/2008 -- Reg. Agent Change View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 3/4 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 Detail by Entity Name 08/20/2008 -- Amended and Restated Articles 02/13/2008 -- ANNUAL REPORT 01/09/2008 -- ANNUAL REPORT 01/29/2007 -- ANNUAL REPORT 03/14/2006 -- ANNUAL REPORT 02/20/2006 -- ANNUAL REPORT 10/11/2005 -- ANNUAL REPORT 02/14/2005 -- ANNUAL REPORT 01/29/2004 -- ANNUAL REPORT 01/15/2003 -- ANNUAL REPORT 01/27/2002 -- ANNUAL REPORT 03/12/2001 -- ANNUAL REPORT 01/20/2000 -- ANNUAL REPORT 01/15/1999 -- ANNUAL REPORT 01/14/1999 -- Merger 09/29/1998 -- Merger 01/06/1998 -- ANNUAL REPORT 02/04/1997 -- ANNUAL REPORT 01/25/1996 -- ANNUAL REPORT 01/03/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 4/4 DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: Capital Improvements Program Support Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ✓ City Manager — $500,000.00 ❑ City Commission — 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 be responsible for assisting with the administration and management of the City's comprehensive Program. The Services will include, but may not be limited to, specific management oversight of vertical and horizontal projects, which encompass planning, quality control/quality assurance, permitting, and construction activities, as well as related services. The scope and duration of an individual project may extend over multiple years. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? N/A 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Three (3) years, plus two (2) one (1)-year Options to Renew at the discretion of the City. DocuSign Envelope ID: 51 CDD245-A04E-486C-A515-43EB076D96B9 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $9,126,946.90 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Evaluation Committee DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Capital Improvements Program Support Services Contract Type Continuing Contract Consultant Hazen and Sawyer, P.C. 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 2414 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 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 10.15 RESOLUTION OF CONTRACT DISPUTES 16 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.16 INDEPENDENT CONTRACTOR 16 10.17 CONTINGENCY CLAUSE 16 10.18 THIRD PARTY BENEFICIARY 16 10.19 ADDITIONAL TERMS AND CONDITIONS 16 10.20 SEVERABILITY 16 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 17 10.22 LIMITATION OF LIABILITY OF INDIVIDUALS Error! 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ATTACHMENT A - SCOPE OF WORK 26 ARTICLE Al GENERAL 26 A1.01 SCOPE OF SERVICES 26 A1.02 WORK ORDERS 27 A1.03 PAYMENTS 28 ARTICLE A2 OVERVIEW OF CAPITAL PROGRAM SUPPORT SERVICES 28 A2.01 PRIMARY SERVICES 28 A2.02 SPECIALTY SERVICES 28 ARTICLE A3 PRIMARY SERVICES 28 A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT 28 A3.02 PRODUCTION MANAGEMENT SERVICES 29 A3.03 CONSTRUCTION ADMINISTRATION 31 ARTICLE A4 SPECIALTY SERVICES 31 ARTICLE A5 STAFFING 31 A5.01 PROGRAM STAFF 32 A5.02 STAFFING FOR SPECIALTY SERVICES 32 A5.03 STAFFING CHANGES 32 ARTICLE A6 ASSIGNMENT OF WORK 32 ARTICLE A7 ADDITIONAL SERVICES 33 A7.01 GENERAL 33 A7.02 EXAMPLES 33 ARTICLE A8 REIMBURSABLE EXPENSES 34 A8.01 GENERAL 34 A8.02 SUBCONSULTANT REIMBURSEMENTS 34 ARTICLE A9 CITY'S RESPONSIBILITIES 34 A9.01 PROJECT AND SITE INFORMATION 34 A9.02 CONSTRUCTION MANAGEMENT 35 SCHEDULE Al - SUBCONSULTANTS 36 SCHEDULE A2 - KEY STAFF 36 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 41 B4.03 BILLING - HOURLY RATE 41 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 41 B4.05 DEDUCTIONS 41 ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 41 B5.01 GENERAL 41 SCHEDULE B1 - WAGE RATES SUMMARY 42 SCHEDULE B2 - CONSULTANT INVOICE 44 Capital Improvements Program Support Services RFQ 21-22-018 / 1 2 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Capital Improvements Program Support Services Contract Type Continuing Contract (RFQ No. 21-22-018) Consultant Hazen and Sawyer, P.C. Consultant Office Location 999 Ponce de Leon Boulevard, Suite 1150 City Authorization Agreement Number Coral Gables, FL 33134 Section 18-87, City of Miami Code 21-22-018 / 1 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 5th day of June in the year 2023 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Hazen and Sawyer, P.C., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 21-22-018 on June 10, 2022, for the provision of Capital Improvements Program Support 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 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: Capital Improvements Program Support Services RFQ 21-22-018 / 1 3 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 to 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). 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 OCI 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 fail to meet the Standard of Care. 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 precedent conditions have been met and/or directing that the Consultant may begin work on the Project. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 4 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 5 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for three (3) 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 ("SBE") PARTICIPATION REQUIREMENTS NOT APPLICABLE Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currcntly cortificd 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 programc.acp. Failure to adhere to thccc requirements will cause the firm to be disqualified ac nonrocponcive or at a subsequent time cause tho 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 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 are 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 the Director, or their designee with information required to determine the suitability of the proposed new Key Staff. The 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 an 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 shall use the same degree of care, skill, and diligence exercised in the performance of the services as is ordinarily possessed and exercised by members of the same profession, currently practicing, under similar circumstances ("Standard of Care") and 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 the Standard of Care, 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 Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its 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 Services. Capital Improvements Program Support Services RFQ 21-22-018 / 1 7 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 SU BCON SU LTANT 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 material 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 8 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 the 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 to these requirements. Capital Improvements Program Support Services RFQ 21-22-018 / 1 9 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 ofjudicial 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 10 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 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. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 11 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 with Exhibit C Insurance 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 equivalent. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 12 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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: Capital Improvements Program Support Services RFQ 21-22-018 / 1 13 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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: ANoriecia©miamigov.com 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: 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: Hector Badia Interim Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: HBadia@miamigov.com Phone: 305-416-1236 Hazen and Sawyer, P.C. Jayson Page, PE Vice President and Principal 999 Ponce de Leon Boulevard, Suite 1150 Coral Gables, FL 33134 Email: JPage@hazenandsawyer.com Phone: (305) 443-4001 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 14 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 Consultant's Services under this contract, 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 15 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 (di) 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 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 day -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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 16 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 the 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. The 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 17 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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. g• 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. 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 of 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. i. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 18 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Contractor shall provide Level Two (2) background screening results for all employees completing the work on park grounds. j. Equal Employment Opportunity During the performance of any resulting contract from an RFQ, the Contractor agrees as follows: 5. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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 12. 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. 13. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 19 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 14. 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. I. Federal Water Pollution Control Act 15. 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. 16. 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. 17. 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) Contractors 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 takes place in connection with obtaining any federal award. Such disclosures are forwarded from 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. P. q. 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 time frame 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.00v/smm/comprehensive-procurement-guideline-cpci-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 3. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 20 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 4. 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. 5. 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 implements 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 21 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. 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 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Capital Improvements Program Support Services RFQ 21-22-018 / 1 22 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 ,—DocuSigned by: 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 le c,�c Cccvi7 Vie R?J(4.,f- Print Name, Title Print Name, Title Hazen and Sawyer, P.C., a Foreign Profit Corporation Signature Jayson J. Page, PE, Vice President ATTEST: 3 Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: DocuSigned by: `—E46D756 DCF1 .__... Todd B. Hannon, City Cler APPROVED AS TO INSURANCE CITY OF MIAMI, a municipal corporation of the State of Florida r DocuSigned by: fi.vguAr Novit,y, by: ' 50CF 372DD42A .. Arthur ?orlega V, City Manager APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: DocuSigned by: FrratAk 444;7 . 395e&3 -82+4E 1.—...-FlEt9OAHF,E045-1 Ann Marie Sharpe, Director Victoria Mendez, City Attorney DS Risk Management Department (Matter 23-1295) Capital Improvements Program Support Services RFQ 21-22-018 / 1 23 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 Hazen and Sawyer, P.0 a corporation organized and existing under the laws of the State of NY held on the 2lstday of 04/2021 a resolution was duly passed and adopted authorizing (Name) Jayson Page as (Title) Vice President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 11th day of May , 20 23 Secretary: /e-, !,9----- Print: Robert B. Taylor, Jr. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 24 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 (O r'i Act SS: COUNTY OF C.3 The foregoing instrument was acknowledged before me this t lam' day of 4 2023 , by42.o-4-- T�iti , who is personally known to me or who has produced as identification and who (did / did not) take an oath. r SIGNATURE OF NO PRY PUBLIC STATE OF FLORIDA 1-eVcZ PRINTED STAMPED OR TYPED NAME OF NOTARY PUBLIC Capital Improvements Program Support Services `�Op f4q,•' MARY PEREZ MY COMMISSION # HH 232289 EXPIRES: February 22, 2028 RFQ 21-22-018 / 1 25 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 Capital Improvements Program Support 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 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 Consultant shall be responsible for assisting with the administration and management of the City's comprehensive Program. The Services will include, but may not be limited to, specific management oversight of vertical and horizontal projects, which encompass planning, quality control/quality assurance, permitting, and construction activities, as well as related services. The scope and duration of an individual project may extend over multiple years. The Consultant shall function as an extension of OCI's resources by providing qualified technical and professional personnel to perform the duties and responsibilities assigned under the terms of the Agreement. Key personnel, referred to as "Core Program Staff," shall work on a full-time, as -needed basis and may, at the sole discretion of the City, work from the City's Miami Riverside Center (MRC) building. In addition, key personnel, referred to as "Supplemental Program Staff," shall supplement City staff by providing qualified technical and professional assistance on an as -needed basis, for project or task specific assignments. Supplemental Staff may work from either the MRC building or from a remote location, depending on the needs of OCI. The Consultant shall be required to assist the City of Miami in any and all Capital Program Support Services, and shall include, but not be limited to, the items in the paragraphs below: Initiation phase The Consultant shall be required to assist and work in conjunction with OCI staff in various aspects of the management and implementation of the City's Capital Plan/Program. The services shall include, but not be limited to, scope preparation, scope definition and scope approval from client department, preliminary estimates based on initial scope, and preliminary schedule in Microsoft Projects for the purposes of capital planning/programming and prioritization. Scope definition shall include site visit/observations by firm and coordination with the Department of Resilience and Public Works (RPW) to include review of Stormwater Master Plan, RPW Pavement condition program, review of undedicated Rights of Way (ROW), coordination of adjacent and future projects by OCl/RPW/developers, as well as historic, archaeological, and environmental research with Planning Department and Geographical Information System (GIS) production/management. Related services shall also include, but not be limited to, assistance with Program Management Information Technology and systems development and maintenance, document control and records management, and financial program management for OCI including Grants/Bonds and external agency funds management. Planning The services shall include, but not be limited to, research and preparation of reports and feasibility studies, public outreach, and balloting services, as well as construction cost estimating and scheduling. Quality Control/Quality Assurance The services shall include, but not be limited to, coordination with community organizations, project management, production management, Quality Control/Quality Assurance including to plans review. Services shall also include value engineering, survey and testing, computer aided drafting (CADD) support services, ROW license agreement, and utility coordination. Permitting The Consultant shall provide services for all applicable permitting processes with internal and external regulatory agencies. Capital Improvements Program Support Services RFQ 21-22-018 / 1 26 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 Bidding The services shall include, but not be limited to, preparation of bid tabulation, bid reviews, and bid proposal negotiation. Construction The services shall include, but not be limited to, construction administration, post -design services, project certification and Construction Engineering and Inspection (CEI) services, as well as harmonization agreements. Consultant's team shall provide sufficient capacity to perform all services needed during construction activities in any given project. Close -Out Phase The services shall include, but not be limited to, any required project close-out related items such as dry - run acceptance, RPW construction acceptance, purchase order release, as well as coordination with the City's Office of Management and Budget to close-out and re -allocation of funds tracking. The Consultant will receive work assignments from the OCI Director, or Authorized designee(s), who will be identified in writing, by the OCI Director. The PSA may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. It is anticipated that the Consultant's team will consist of the following personnel: ■ Program Manager In addition to the Key Personnel listed above, the Consultant's team shall be required to provide "Program Management Staff' including, but not limited to, any "Core Program Staff' that may be required to work from the MRC building. The Program Staff shall initially perform, at a minimum, the following tasks: ■ Program/project cost estimating services; and ■ Job Order Contracting (JOC) Program Management; and ■ Project Controls, Planning and Scheduling; and ■ CADD Support; and ■ Financial Program Management; and ■ Construction Contract Administration Monitoring and Reporting Services. Further details concerning the Scope of Services are contained in the solicitation for Citywide Program Management Support Services for Stormwater Infrastructure Improvements, 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 The Consultant will be responsible to Work in cooperation with OCI, City administration, officials of the City, client departments and agencies, community, and other stakeholders, with consulting engineers and/or architects, and contractors to administer the planning, design, and construction of OCI Projects, and as well as overall Program Management. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 27 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A1.03 PAYMENTS The City will pay the Consultant in accordance with the 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 CAPITAL PROGRAM SUPPORT SERVICES A2.01 PRIMARY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services, Consultant shall provide a Work Order Proposal for the performance of said Services. The Services may include, but are not necessarily limited to the following: ■ Overall assistance with Administrative Program Management Services for the Capital Improvements Program ■ Production Management: Assistance with Programmatic management of capital Project Production, that is, the feasibility and other pre -design studies, financial and other analyses, scheduling, planning, review of construction and/or design delivery method, design, engineering. ■ Assistance with Construction Program for Projects undergoing construction, activities may include, without limitation, monitoring the overall construction schedule of the Capital Improvements Program, coordinating schedules among Projects, estimating, work order development, assisting with community outreach, and providing regular construction -associated reports. The award and execution of a Work Order or Notice to Proceed for said Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work. Compensation for any Services shall be separately negotiated and may be lump sum, hourly rate -based or other method as deemed appropriate by the parties. A2.02 SPECIALTY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and possibly large-scale element, activity, sub -program or Project within the Program and such Services are unavailable from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by the Director or designee, the nature of the proposed Services, the extent of workforce and other resources required for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the Director and will be accomplished by a Work Order issued pursuant to this Agreement. The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work as Specialty Services Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate - based or other method as deemed appropriate by the parties. ARTICLE A3 PRIMARY SERVICES Those Services considered by the City to be fundamental to the successful management of the overall Capital Improvements Program shall be considered Primary Services and shall consist, generally of the following areas: A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the comprehensive coordination, development, and management, including, but not limited to, the following Services and/or activities: A3.01-1 Program Implementation Strategies: Research and recommend the most effective methods to implement all aspects of the overall Program. Capital Improvements Program Support Services RFQ 21-22-018 / 1 28 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A3.01-2 Program Coordination: Coordination and schedule management for Project design, procurement, contract negotiation and contract administration activities. A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules, and budgets. Manage OCI's "letting" plan for Projects, including the updating, revision, conflicts, deviation, and analyses to determine the impact of potential changes to the "letting" plan. A3.01-4 Facility Assessment: Conduct an assessment of all City owned facilities to develop a plan for correcting deficiencies and a deferred maintenance program. A3.01-5 Information Systems: Provide guidance in the implementation of a new in-house database information system. A3.01-6 Fiscal Management Assistance: Develop financial projections, monitor, and track Program funds, financing, and cash flows. Assist with the development of program and financial data for potential financing options, including investment bonds, which may be utilized to implement the Program. A3.01-7 Reporting: Furnish regular progress and status reports on the Program at intervals determined by the Director or as significant issues become known to the Consultant. A3.01-8 Staffing: Maintain staffing efficiencies within the Consultant's Team. A3.01-9 Procedure and Process Improvements: Development of procedures and procedure manuals for various Program activities and processes. Develop or assist with the development of standard documents and/or forms. A3.01-10 Document Control and Records Management: Development of a document management system for the Program; maintain documentation and correspondence relating to the Program that is accessible and will be owned by the City. A3.01-11 Annual Capital Plan: Preparation of the annual Capital and Transportation Improvement Plan. A3.01-12 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and Water and Sewer Departments, utility companies, regulatory agencies and with private developers. A3.01-13 ADA Compliance: Provide regular and systematic reviews of all projects, during critical phases of project implementation (planning, design, and construction) to assist in compliance with the Americans with Disabilities Act. A3.01-14 Prepare official minutes of meetings for the Director or designee's approval and dissemination. A3.02 PRODUCTION MANAGEMENT SERVICES The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02-1 General Project Administration and Fiscal Activities A3.02-1(a) Cost Control: Provide value engineering throughout Project life cycles as requested, and verify constructability of plans and specifications. A3.02-1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review, monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions. Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding, and prepare financial projections as required. A3.02-1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City designees at frequencies identified by Director or designee. A3.02-1(d) Communication and Outreach: At the direction of the Director or designee attend and address meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to questions and concerns about the Project at City Commission meetings, assist the City with public information, notifications and public meetings required in relation to assigned design construction projects. Capital Improvements Program Support Services RFQ 21-22-018 / 1 29 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A3.02-1(e) Information Management, Document Control: Maintain files of all documentation and correspondence relating to the Program and specific Projects in an orderly system which will be submitted to the City upon completion of the Project and/or Program. A3.02-1(f) Legal and Other Services: Should legal issues arise relating to a Project, provide records, depositions, and testimony about affected Projects. Provide consulting Services on other matters relating to the Projects and/or Program. A3.02-2 Design and Production Activities The Consultant, in its capacity as Program Manager, will assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02-2(a) Project Scoping: Devise and/or confirm detailed Project scopes with staff and client departments commensurate with funding. Verify the accuracy of Architect's/engineer's budget and design estimates against cash flow commitments. Consultant shall consider prioritization and design alternates as contingency measures to verify that cash flow commitments are achieved. A3.02-2(b) Schedules and Budgets: Develop Work plans, schedules, and budgets for the overall Program and for assigned Projects. Coordinate the design, preparation of construction documents, procurement/bidding, and establishment of construction schedules with City staff. A3.02-2(c) Reviews: Provide design and constructability reviews of plans and specifications at progress intervals. Such reviews shall not relieve the designer of record of liability associated with any errors or omissions in the plans and specifications, the responsibility of which shall remain solely with the designer of record. A3.02-2(d) ADA Compliance: Review compliance with handicapped accessibility requirements and maintain documentation/justification when full compliance cannot be achieved. Such a review shall not relieve the designer of record of liability associated with any errors or omissions in the plans and specifications, the responsibility of which shall remain solely with the designer of record. A3.02-2(e) Permits and Approvals: Facilitate and/or assist the City in obtaining all Federal, State, and local permits or approvals (from agencies such as Miami -Dade Water and Sewer, Department of Environmental Resource Management (DERM), Environmental, and Department of Health), etc. Review such permits for consistency with City approved plans and for special requirements or conditions, if any. It is the responsibility of the designer of record to file for and obtain all permits. A3.02-2(f) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution and coordination among City, designers of record, and various utility capital plans and owners. A3.02-2(g) Design Criteria Standards: Development and revision of existing design criteria, standard and directive drawings, and construction specifications, design drawing standards, Computer -aided design, and drafting (CADD) and other similar standards and criteria to ensure best business practices are utilized. A3.02-2(h) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies determined by the Director or designee, to promote best practices by City and industry. A3.02-3 Bids and Contracts A3.02-3(a) Review appropriateness of architectural and engineering consultant and contractor fee proposals with OCI personnel as appropriate. A3.02-3(b) Provide input and assist with the selection and evaluation of consultants, contractors, and other service providers. A3.02-3(c) Assist with preparation of award documents, grant applications, and assist with the administration of grants. A3.02-3(d) Manage and oversee the selection, monitoring, and oversight of Job Order Contracts in use by the City; assist in the preparation, evaluation and award of new Job Order Contracts if deemed necessary by Director. Capital Improvements Program Support Services RFQ 21-22-018 / 1 30 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A3.02-3(e) Assist in negotiations with architectural and engineering consultants and/or contractors regarding price proposals and/or adjustments in time for performance of Services. A3.02-3(f) Assist in the review and analysis of contractor claims as well as claims by the City against contractors and consultants. A3.03 CONSTRUCTION ADMINISTRATION The City of Miami has contracted separately with various firms providing construction engineering and observation (CEO) services. The Program Manager will assist the City, where/when Director, or designee, in his/her sole discretion, identifies the need, in the management of the CEO services, including the following tasks: A3.03-1 Provide administrative coordination between active construction projects in the same or adjacent areas. A3.03-2 Visit the jobsites periodically and as needed to monitor construction progress. A3.03-3 Review and recommend approval of requests for change orders. A3.03-4 Verify that Contractors have filed safety and affirmative action policies. However, the Program Manager shall not be responsible for jobsite safety or for contractor's failure to comply with affirmative action and safety policies. A3.03-5 Administer construction contracts. A3.03-6 Devise and implement initiatives and proactively assist contractors in methods intended to minimize potential disturbances to the public during construction. A3.03-7 Coordinate special inspections including major trades, as requested by the Director or designee. A3.03-8 Review, monitor and recommend approval of payment requisitions from the Contractor and other Program Managers. A3.03-9 Monitor monthly construction related expenditures by the City. A3.03-10 Coordinate and assist in hosting of periodic meetings at frequencies determined by the Director or Designee with contractors to promote best practices by City and industry. ARTICLE A4 SPECIALTY SERVICES The specific Scope of Services required as Specialty Services shall vary depending on the nature of the specific endeavor and may encompass any or all of the tasks described under Primary Services. The required Work shall be described in a Work Order Proposal that shall form the basis for a Work Order to be approved by the Director or designee. ARTICLE A5 STAFFING The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific Consultant's employees. The Consultant will perform all Services described in this Scope of Services where/when Director or designee, in his/her sole discretion, identifies the need, by use of the Program Staff, as described below. The Director's input regarding staff and Work assigned to Key Personnel and/or Staff for Specialty Services shall be duly considered by Consultant in preparing any individual Work Order proposal and failure to adequately address such concerns regarding staff assignments may be cause for Director's rejection of same. All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them. The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office maintained by the Consultant. This Program Coordinator shall be responsible for all administrative functions associated with the Agreement. This individual and any other employees of the Consultant performing administrative functions, which are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges under this Agreement. The Program Coordinator shall be eligible for billable charge when performing specific technical functions when so requested by the Director or designee. Capital Improvements Program Support Services RFQ 21-22-018 / 1 31 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A5.01 PROGRAM STAFF A portion of the Primary Services shall be performed by the Consultant's Key Personnel assigned on a full- time basis and housed at the MRC building. Such personnel shall be billed to the City on a monthly lump sum basis. Any modification in the Scope of Work assigned to the Key Personnel should trigger a corresponding modification in the Lump Sum Compensation, as provided in Article B3.01-2. Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Key Personnel which shall reflect the monthly levels of compensation and Services and a separate Work Order covering those individuals assigned to perform what would be considered Specialty Services, which shall reflect the methods and levels of compensation. A5.02 STAFFING FOR SPECIALTY SERVICES The Work assignments performed by these staff will be requested in writing by the Director or designee for individual or short-term tasks, or for long-term and continuing service tasks, associated with any element of the Scope of Services. The level of effort anticipated for these staff members and their assignments will be analyzed by the Director or his/her designee on an as needed basis and the progress will be measured through the Monthly Progress Report to accompany the monthly invoicing. Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff and/or activities as being offered on a lump sum, performance basis or hourly rate, limiting amount basis. A5.03 STAFFING CHANGES If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be made by Consultant to the Director or designee whose written approval is required as described below. A5.03-1 Changes due to Absence or Termination: If there are changes in the staff depicted in an authorized Work Order, particularly with Key Personnel as identified in the Proposers' RFQ submittal, be absent due to voluntary or involuntary termination, that position will be replaced within five (5) business days of the date of separation, or as requested by the Director or designee. Should an individual staff, particularly Key Personnel as identified in the Proposers' RFQ submittal be absent for more than 15 consecutive business days due to vacation, illness or other matter, Consultant shall provide a qualified replacement that is acceptable to the Director or designee. The Director or designee, at their sole discretion, may additionally request qualified replacement staff due to absences of less than 15 business days if warranted by the nature of the Work managed by that staff. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person (s), in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. Such changes shall be noted and approved of in writing. A5.03-2 Changes due to Work Requirements: Director or designee's approval shall be in writing for all additional or replacement Program Staff not included in the Proposal/Work Order and estimated to work in excess of 20 hours per month in total. Consultant shall provide a written proposal to Director detailing anticipated man-hour and related requirements for the task or activity to be assigned to additional Key Personnel or Staff assigned for Specialty Services. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person, in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. ARTICLE A6 ASSIGNMENT OF WORK It is the intent and purpose of the City that the Consultant shall provide the Primary Services hereunder as an extension of OCI's resources as may be authorized by the Director. It is envisioned that areas of responsibilities and specified tasks will be assigned by the Director or designee. Capital Improvements Program Support Services RFQ 21-22-018 / 1 32 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A6.01-1 WORK ORDERS When a specific task is above and beyond the scope of the initial Work Order assigned to Key Personnel Program Support Staff or Program Support Staff assigned to Specialty Services Work Order, the Director or designee will request a Work Order Proposal from the Consultant for Services based on a proposed Scope of Services provided 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 Work and to resolve any questions regarding the proposed Project. The Consultant shall then prepare a written "Work Order Proposal" for the required Services generally following the guidelines provided by OCI, indicating the proposed Scope of Services, time of performance, proposed fees, Sub consultants if warranted, deliverable items and/or documents, and time frame to complete the Work. The Work Order Proposal shall depict detailed staffing commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting Amount. The Consultant shall not be compensated for the preparation of Work Order Proposals. When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be attached and incorporated into the Work Order authorized by the Director or designee. Upon acceptance of the Work Order Proposal a "Notice to Proceed" will be issued by the Director or designee. No guarantee is made as to how many, and the extent of, Work Orders may be issued to the Consultant. A601-2 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 A7 ADDITIONAL SERVICES A7.01 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. A7.02 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 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. A3.02-3 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 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. A3.02-5 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 33 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ARTICLE A8 REIMBURSABLE EXPENSES A8.01 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. A8.01-1 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. A8.01-2 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. A8.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A8.01-4 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. A8.01-5 Transportation and/or travel per diem expenses: Expenses incurred by authorized persons, as defined by Florida Statutes, Section 112.061, as "A person who is called upon by an agency to contribute time and services as consultant or adviser." All travel must be authorized and approved by the Director or their designee, in advance and in writing. A8.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A8.02 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 A9 CITY'S RESPONSIBILITIES A9.01 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. A9.01-1 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. A9.01-2 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. A9.01-3 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. A9.01-4 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 34 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A9.01-5 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. A9.02 CONSTRUCTION MANAGEMENT A9.02-1 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. A9.02-2 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 35 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD EXP U.S. Services, Inc. C.A.P. Engineering, Inc. SCHEDULE A2 — KEY STAFF NAME JOB CLASSIFICATION Efrain Armijos, PE, PgMP, PMP Lead Program Manager Michael Marsjanek, PE QA/QC Management Eugene Collings-Bonfill, PE, PSM, PMP, CFM Deputy Program Manager Jonathan Markle Program/Project Cost Estimating Khamis AI-Omari, PE JOC Program Management Toni Bou Lattouf Project Controls, Planning, and Scheduling Ricardo Gonzalez Rea CADD Support Sharon Simington Financial Program Management Elie Andary, PhD, PE Construction Contract Administration Monitoring and Reporting Services Elie Andary, PhD, PE Contract Compliance Specialist Nazli Karimi Risk Management Kyle Henry Change Management/FDOT Coordination Maggie Bruno Communications/Public Outreach Will Marinos Management Information Technology Carmen Olazabel, PE, PMP, LEED AP, ENV SP Capital Planning/Programming/Prioritization/Envision Seth Robertson, PE Funding (Grants/Bonds, External Agencies) Orlando Castro, PE, DBIA Alternative Project Delivery John Hoffman, PE Value Engineering/Constructability Johanna Castellanos Procurement/Bidding Toni Bou Lattouf Program Controls Rose Jesse, CPE Program Cost Estimation Thomas Zakrzewski, PSP Program Scheduling Jason Johnson GIS/CADD Production Management Robert Taylor, Jr., PE Stormwater Systems Jayson Page, PE Resilience/Sea Level Rise Christopher Kish, PE, ENV SP Civil Projects Management Roxana Matamoros, PE, ENV SP Roadway Design/Right-of-Way Elizabeth Waters, PE Utility Coordination Edmundo Rodriguez, PE Electrical Engineering John Sassine, PLS, CGC, SA Surveying Jean Paul Silva, PE Structural Engineering Tyler Blair, PE, PTP Traffic Engineering Rafael Arango, PE, SI Construction Administration Capital Improvements Program Support Services RFQ 21-22-018 / 1 36 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 NAME JOB CLASSIFICATION Michael Vinas Inspection Services Marta Alonso, PE, ENV SP Permitting Sebastian Eilert, AIA Architectural John Flint, PE Building Structures Gino Valderrama, PE Mechanical Ricardo Fernandez, RA Building Code Compliance Beatrice de Paulis Construction Administration Daniela Serra, El Inspection Services Theano Kampi Marine Engineering Mohan Thampi, PE, CFM Permitting Capital Improvements Program Support Services RFQ 21-22-018 / 1 37 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 38 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 After the first year of the contract term, the escalation of said Wage Rates may be considered upon request by the Consultant. The Consultant may have to supply documentation to justify any requested percentage increase in cost to the City. The City reserves the right to approve or reject said requests for escalation. 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. Capital Improvements Program Support Services RFQ 21-22-018 / 1 39 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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 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 renegotiation. 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 Capital Improvements Program Support Services RFQ 21-22-018 / 1 40 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B5.01 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 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Capital Improvements Program Support Services RFQ 21-22-018 / 1 41 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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* $175.00 Lead Program Manager $81.00 $234.90 $194.40 Senior Architect - Vertical Projects $74.00 $214.60 $177.60 Senior Electrical Engineer $70.00 $203.00 $168.00 Senior Marine Engineer $70.00 $203.00 $168.00 Senior Project Manager $70.00 $203.00 $168.00 Senior Structural Engineer $70.00 $203.00 $168.00 Senior Traffic Engineer $70.00 $203.00 $168.00 Financial Program Management $67.00 $194.30 $160.80 Senior Surveying Specialist $67.00 $194.30 $160.80 Project Management Information System (PMIS) Lead $65.00 $188.50 $156.00 Senior Construction Manager $65.00 $188.50 $156.00 Project Manager $64.00 $185.60 $153.60 Construction Engineering and Inspection (CEI) Engineer $63.84 $185.14 $153.22 Mechanical, Electrical, and Plumbing (MEP) Engineer $62.15 $180.24 $149.16 Construction Administrator - Horizontal Projects $62.00 $179.80 $148.80 Construction Administrator - Vertical Projects $62.00 $179.80 $148.80 Transportation Engineer $60.00 $174.00 $144.00 Job Order Contracting (JOC) Program Management $58.00 $168.20 $139.20 Project Controls, Planning, and Scheduling $51.77 $150.13 $124.25 Construction Manager $50.00 $145.00 $120.00 Senior Document Controls Specialist $50.00 $145.00 $120.00 Project Cost Estimator $47.69 $138.30 $114.46 Program Cost Estimating Services $47.69 $138.30 $114.46 Capital Improvements Program Support Services RFQ 21-22-018 / 1 42 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 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) Program Controls Specialist $46.66 $135.31 $111.98 PMIS Support $46.35 $134.42 $111.24 Construction Contract Administration Monitoring and Reporting Services $46.00 $133.40 $110.40 GIS Specialist $46.00 $133.40 $110.40 Scheduler $46.00 $133.40 $110.40 Procurement / Bidding Specialist $41.00 $118.90 $98.40 Grants Manager - Added Position $40.00 $116.00 $96.00 Communications Specialist $34.00 $98.60 $81.60 Graphics Designer $34.00 $98.60 $81.60 CADD Support $31.89 $92.48 $76.54 GIS Technician $31.00 $89.90 $74.40 Administrative Support $29.00 $84.10 $69.60 Engineering Support $28.00 $81.20 $67.20 (*) Flat rate, no multipliers applied. Capital Improvements Program Support Services RFQ 21-22-018 / 1 43 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE L CITYOF MIAMI OFFICE OF CAPITAL IMPROVEMENTS pal CONSULTANT STANDARD INVOICE • To: Cry Df 'Office of Capital I rr . I ALII SW 2nd Avenue - ih Floor 3rni, FL 3313C1 ATTR:, Frain: NoTE . lek.aNni me4.0.4.3 pain 2:00 Phl poiopita wIth tho Naar BOWFIN* AM ' Repro Irtayeas pooparly to well reward caret Each iraciai Da DOW bp a RI nc,pal orr,a irm at! elaalArnmel Alliola appropriate emek-uptheratelartelo rale rook* Butane/onI2 aolptaN orOaki DERMICE Su -erratic Draw i SD) Dentin Devenprperi 403) 3131i CcnsTuctlan Dxtunertr. r X% CD1 30:Ei C•Ciltallri311 OCC1.171!•97: • 9E% Cunt•Turian Dxurne :•: IDS% Canta-uctler Dxu- Dr,' Run Permtliv Neg.:Cathy! Pane Adrrr e•Taten Relrnimrsabie Exnerset, 1. ITNIPI 2. illtle! 3. ITtle! AnItiaral Eon cps 1. iTtlei Mtlej 3% MIK .......,.,..,...... imoice hurrbr: I nre4oa Dare: Page: Invoice Porlot Fronk Werth 00, 0003 Contact No.: Contract Title: Proloot No.: Project Name: Purchase Order No.: Work. Order Pia: To: VIEratii D:I, MCC, TOTAL EARNED CaDNIRACT AMOUNT % DOMPLETE PREVIDUtLY BMOCS]. CURRENT INVOIDE AMOUNT TO DATE 5 5 5 5 5 ' 5 5 3 5 5 5 5 , 4 . 4 5 5 . 4 4 4 5 . 4 5 5 , 4 . 4 . 4 5 45 °°°°°°°°°°°°°°°°°°°°~°°° TOTLL: $ Prlof to thle !wean Renal n1 ng Czntract Balance: •Sublotal: Deductrona: rota.' Due : TC BE .2.01VP LTIf =E1 E Y C.A1SJLTADIT EPA CERT FED IRLIEANO CORRECT E. SUPPORTINft DOCUMENTS CIECMLIST. 84raltro Prinotar: Typo Filiffi aro TIN or PfineiNi: Oa:Nuke PirtitrofPlamo bar% Invoked Er ire r30Jr i V4.3iNIL Coroton Rana Rowe FharPa~ Dos,o namta Adelloral Soh,sm AarrOl0W1eal L.R.EL TO BE COMPLEr aci BY CRY OF 'MAN CITY OF MIAMI 4.PPIROVAIL: DAT E PRCUE...TIA,WraER CHEF PROJECT MA.1.10.3ER Jorge L. 14101-3 ?ASSISTANT DIRECTOR Hector Bac a .111-ERI1,1 DIRECTOR S••:•,,ATU1E. D371. Received CIP: Date Roc &red la- Pairmert Fr:crash:VS angel Departrnerk) Capital Improvements Program Support Services RFQ 21-22-018 / 1 44 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 HAZE&SA-01 KGODWIN , J4 RL CERTIFICATE OF LIABILITY INSURANCE �� DATE D/YYYY) 5/2/2/2/2023 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 Ames & Gough 8300 Greensboro Drive Suite 980 McLean, VA 22102 CONTACT NAME: PHONE (A/c, No, Ext): (703) 827-2277 FAX No):(703) 827-2279 a DD RIEss: admin@amesgough.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : American Casualty Co of Reading, PA A(XV) 20427 INSURED Hazen and Sawyer 498 Seventh Avenue New York, NY 10018 INSURER B : Continental Insurance Company A(XV) 35289 INSURER C : Continental Casualty Company (CNA) A, XV 20443 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 POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTRINSD TYPE OF INSURANCE ADDL SUBR W VD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY 7036845683 Approved by Frank Gomez 3/29/2023 05/02/2023 3/29/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) 1,000,000 $ X Contractual Liab. MED EXP (Any one person) $ 15,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE POLICY OTHER: X LIMIT APPLIES PED PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS-COMP/OPAGG $ 2,000,000 $ B AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON-OWNEDUUON 7036845635 3/29/2023 3/29/2024 COMBINED SINGLE LIMIT (Ea accident) 1,000 000 $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per PROPERTY $ Comp./Coll. Ded $ 1,000 UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE $ AGGREGATE $ DED RETENTION $ $ A 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 N / A 7036845652 3/29/2023 3/29/2024 X 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 Professional Liab. AEH008231489 3/29/2023 3/29/2024 Per Claim/Aggregate 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: RFQ #21-22-018-1, CAPITAL IMPROVEMENTS PROGRAM SUPPORT SERVICES Professional Liability Policy Retro Date/Knowledge Date is 3/29/1980. The City of Miami, FL is included as additional insured with respect to General Liability and Automobile Liability when required by written contract. General Liability and Automobile Liability are primary and non-contributory over any existing insurance and limited to liability arising out of the operations of the named insured and when required by written contract. General Liability, Automobile Liability, and Workers Compensation policies include a waiver of subrogation in favor of the additional insureds where permissible by state law and when required by written contract. 30-day Notice of Cancellation will be SEE ATTACHED ACORD 101 CERTIFICATE HOLDER CANCELLATION Cityof Miami,FL Office of the City Manager 444 SW 2nd Ave, 10th Floor Miami, FL 33130-1910 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 ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 AGENCY CUSTOMER ID: HAZE&SA-01 KGODWIN LOC #: 0 AFRO ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY mes & Gough NAMED INSURED 498 Seventh Avenue New York, NY 10018 POLICY NUMBER SEE PAGE 1 CARRIER SEE PAGE 1 NAIL 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 Description of Operations/Locations/Vehicles: issued for the General Liability, Automobile Liability, Workers Compensation and Professional Liability policies in accordance with policy terms and conditions. Pollution Liability coverage is provided and included within the Professional Liability policy noted above. It shares the limits of the Professional Liability policy. ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 From: Gomez Jr., Francisco (Frank) To: Caseres, Luis Subject: RE: RFQ 21-22-018 Hazen and Sawyer City Proposed Rates Letter and Draft PSA Date: Tuesday, May 2, 2023 12:54:39 PM Attachments: image001.pnq image003.pnq image004.pnq Thanks Luis. The COI is adequate. Best regards, Frank Gomez, PIAM, CPI I Property & Casualty Manager City of Miami Risk Management (305) 416-1740 Office (305) 416-1760 Fax fgomez@miamigoy.com "Serving, Enhancing, and Transforming our Community" From: Caseres, Luis <Lcaseres@miamigov.com> Sent: Tuesday, May 2, 2023 12:37 PM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com> Subject: FW: RFQ 21-22-018 Hazen and Sawyer City Proposed Rates Letter and Draft PSA Hi Frank, Attached is COI with Retro Date as requested. Please review and approve. Best regards, DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 Detail by Entity Name DIVISION OF CORPORATIONS lr `/ D1VE L �'I !J j r f `f ,}, /,/. rg j D 6 �r Q p I' D � 1 �' r 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 HAZEN AND SAWYER, P.C. Filing Information Document Number 841657 FEI/EIN Number 13-2904652 Date Filed 10/18/1978 State NY Status ACTIVE Last Event AMENDMENT Event Date Filed 08/10/1987 Event Effective Date NONE Principal Address 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Changed: 03/09/2016 Mailing Address 498 Seventh Ave, 11th Floor New York, NY 10018 Changed: 01/22/2016 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 06/30/2005 Address Changed: 06/30/2005 Officer/Director Detail Name & Address Title President, CEO, Director Taylor, Ronald L https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 1/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 4011 WestChase Boulevard, Suite 500 Raleigh, NC 27607 Detail by Entity Name Title VP, Secretary, Director Peters, Richard E 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP Davis, Patrick A 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Chiriboga, Fernando B 999 Ponce de Leon Blvd, Suite 1150 Coral Gables, FL 33134 Title VP, Director Haubner, Gary 7870 East Kemper Road, Suite 300 Cincinnati, OH 45249 Title VP Mehrotra, Sandeep 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP, Director Pitt, Paul 201 Mission Street, Suite 500 San Francisco, CA 94105 Title VP, Director Stone, Alan 4011 WestChase Blvd, Suite 500 Raleigh, NC 27607 Title VP, Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 2/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 Detail by Entity Name TAYLOR, ROBERT B 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP, Treasuer, CFO Crayon, William 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP, Director Carney, Patricia A 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Page, Jayson J 999 Ponce de Leon Blvd, Suite 1150 Coral Gables, FL 33134 Title VP Joykutty, Shajan 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Muniz, Albert 2101 NW Corporate Blvd Suite 301 Boca Raton, FL 33431 Title VP Anderson, Damann L 1000 N. Ashley Drive Suite 1000 Tampa, FL 33602 Title VP Cowgill, James T 4000 Hollywood Blvd. Suite 750N https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 3/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 Hollywood, FL 33021 Detail by Entity Name Title VP Bors, Gary W 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Dieffenthaller, Andre A. 1000 N. Ashley Drive Suite 1000 Tampa, FL 33602 Title Associate Vice President Wietgrefe, Janeen M. 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Cooke, JOHN PHILIP 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Regalado, Guillermo 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Pfeffer, Kurt A 2101 NW Corporate Boulevard Suite 301 Boca Raton, FL 33431 Title Associate Vice President Baar, David A 1000 N. ASHLEY DRIVE SUITE 1000 TAMPA, FL 33602 Title Associate Vice President https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 4/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 Detail by Entity Name Kish, Christopher L. 999 PONCE DE LEON BLVD SUITE 1150 CORAL GABLES, FL 33134 Title Associate Vice President Koroshec, John C. 2101 NW CORPORATE BOULEVARD SUITE 301 BOCA RATON, FL 33431 Title Associate Vice President McMahon, Jennifer N. 4000 HOLLYWOOD BLVD SUITE 750N HOLLYWOOD, FL 33021 Title Associate Vice President Myers, Ervin B., Jr. 919 Lake Baldwin Lane Suite 200 Orlando, FL 32814 Title Associate Vice President Schroeder, John P. 1000 N. ASHLEY DRIVE SUITE 1000 TAMPA, FL 33602 Title Manager Bulman, Gerrit R 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Annual Reports Report Year Filed Date 2021 01 /11 /2021 2021 03/31/2021 2022 01/12/2022 Document Images 01/12/2022 -- ANNUAL REPORT View image in PDF format 04/27/2021 -- AMENDED ANNUAL REPORT View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 5/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 Detail by Entity Name 03/31/2021 -- AMENDED ANNUAL REPORT 01/11/2021 -- ANNUAL REPORT 01/27/2020 -- ANNUAL REPORT 01/14/2019 -- ANNUAL REPORT 01/08/2018 -- ANNUAL REPORT 01/09/2017 -- ANNUAL REPORT 03/09/2016 -- AMENDED ANNUAL REPORT 01/22/2016 -- ANNUAL REPORT 02/23/2015 -- ANNUAL REPORT 01/13/2014 -- ANNUAL REPORT 01/23/2013 -- ANNUAL REPORT 01/26/2012 -- ANNUAL REPORT 01/04/2011 -- ANNUAL REPORT 01/26/2010 -- ANNUAL REPORT 01/19/2009 -- ANNUAL REPORT 02/26/2008 -- ANNUAL REPORT 01/29/2007 -- ANNUAL REPORT 01/12/2006 -- ANNUAL REPORT 06/30/2005 -- Reg. Agent Change 01/14/2005 -- ANNUAL REPORT 02/09/2004 -- ANNUAL REPORT 03/06/2003 -- ANNUAL REPORT 03/14/2002 -- ANNUAL REPORT 05/03/2001 -- ANNUAL REPORT 03/20/2000 -- ANNUAL REPORT 02/23/1999 -- ANNUAL REPORT 02/03/1998 -- ANNUAL REPORT 01/15/1997 -- ANNUAL REPORT 01/31/1996 -- ANNUAL REPORT 01/19/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 6/6 DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 PROFESSIONAL SERVICES AGREEMENT OVERVIEW PSA TITLE: RFQ No. 21-22-018, Capital Improvements Program Support Services 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of $ ✓ City Manager — $500,000.00 ❑ City Commission — 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 be responsible for assisting with the administration and management of the City's comprehensive Program. The Services will include, but may not be limited to, specific management oversight of vertical and horizontal projects, which encompass planning, quality control/quality assurance, permitting, and construction activities, as well as related services. The scope and duration of an individual project may extend over multiple years. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? N/A 7. IS THE AWARDEE THE INCUMBENT? N/A 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? N/A 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Three (3) years, plus two (2) one (1)-year Options to Renew at the discretion of the City. DocuSign Envelope ID: 782292E9-D17F-4CCC-B736-F54AF87312E2 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $9,126,946.90 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statutes s. 287.055, Consultants' Competitive Negotiation Act/Evaluation Committee 7/20/22, 8:19 AM Detail by Entity Name DIVISION OF CORPORATIONS lr ufrku! Star© uj!lufi J R144,3itV Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation ATKINS NORTH AMERICA, INC. Filing Information Document Number 233840 FEI/EIN Number 59-0896138 Date Filed 02/29/1960 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 11/03/2021 Event Effective Date NONE Principal Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Mailing Address 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Changed: 01/13/2010 Registered Agent Name & Address EDGAR, C ERNEST IV 4030 WEST BOY SCOUT BLVD. SUITE 700 TAMPA, FL 33607 Name Changed: 11/09/2010 Address Changed: 09/14/2015 Officer/Director Detail Name & Address Title President, Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 1/4 7/20/22, 8:19 AM Detail by Entity Name NASH, GEORGE L., Jr. 10 EAST 40TH STREET 13TH FLOOR NEW YORK, NY 10016 Title VP, Treasurer Reinhardt, SUSAN C 3901 CALVERTON BOULEVARD, SUITE 400 BELTSVILLE, MD 20705 Title SVP, Secretary EDGAR, C. ERNEST IV 4030 WEST BOY SCOUT BLVD., STE. 700 TAMPA, FL 33607 Title AVP MANTECON, ROBERTO D 800 WATERFORD WAY SUITE 700 MIAMI, FL 33126 Title VP MADDOX, CHARLOTTE A. 4030 WEST BOY SCOUT BOULEVARD SUITE 700 TAMPA, FL 33607 Title SVP JONES, JUSTIN P. 20860 N. TATUM BLVD. SUITE 260 PHOENIX, AZ 85050 Title VP WENDRZYK, CHESTER W. 7175 MURRELL ROAD MELBOURNE, FL 32940 Title VP RYAN, MICHAEL R. 1514 BROADWAY SUITE 202 FT. MYERS, FL 33901 https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 2/4 7/20/22, 8:19 AM Detail by Entity Name Title AVP MADDOX, PAUL 4030 W. BOY SCOUT BLVD - STE. 700 TAMPA, FL 33607 Annual Reports Report Year Filed Date 2020 01/02/2020 2021 01/06/2021 2022 01/17/2022 Document Images 01/17/2022 -- ANNUAL REPORT 11/03/2021 --Amendment 01/06/2021 -- ANNUAL REPORT 01/06/2021 -- Merger 01/02/2020 -- ANNUAL REPORT 11/12/2019 -- Amendment 01/14/2019 -- ANNUAL REPORT 02/15/2018 -- ANNUAL REPORT 01/06/2017 -- ANNUAL REPORT 02/12/2016 -- ANNUAL REPORT 10/08/2015 -- AMENDED ANNUAL REPORT 09/14/2015 -- AMENDED ANNUAL REPORT 01/29/2015 -- ANNUAL REPORT 02/28/2014 -- AMENDED ANNUAL REPORT 01/15/2014 -- ANNUAL REPORT 04/17/2013 -- AMENDED ANNUAL REPORT 01/07/2013 -- ANNUAL REPORT 04/04/2012 -- ANNUAL REPORT 01/05/2012 -- ANNUAL REPORT 11/11/2011 -- ANNUAL REPORT 10/05/2011 -- ANNUAL REPORT 06/03/2011 -- ANNUAL REPORT 02/04/2011 -- Name Change 01/05/2011 -- ANNUAL REPORT 11/09/2010 -- Reg. Agent Change 07/14/2010 -- Amendment 04/09/2010 -- ANNUAL REPORT 01/13/2010 -- ANNUAL REPORT 02/03/2009 -- ANNUAL REPORT 12/29/2008 -- Merger 12/01/2008 -- ANNUAL REPORT 11/06/2008 -- Reg. Agent Change View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 3/4 7/20/22, 8:19 AM 08/20/2008 -- Amended and Restated Articles 02/13/2008 -- ANNUAL REPORT 01/09/2008 -- ANNUAL REPORT 01/29/2007 -- ANNUAL REPORT 03/14/2006 -- ANNUAL REPORT 02/20/2006 -- ANNUAL REPORT 10/11/2005 -- ANNUAL REPORT 02/14/2005 -- ANNUAL REPORT 01/29/2004 -- ANNUAL REPORT 01/15/2003 -- ANNUAL REPORT 01/27/2002 -- ANNUAL REPORT 03/12/2001 -- ANNUAL REPORT 01/20/2000 -- ANNUAL REPORT 01/15/1999 -- ANNUAL REPORT 01/14/1999 -- Merger 09/29/1998 -- Merger 01/06/1998 -- ANNUAL REPORT 02/04/1997 -- ANNUAL REPORT 01/25/1996 -- ANNUAL REPORT 01/03/1995 -- ANNUAL REPORT Detail by Entity Name View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=ATKINSN... 4/4 7/20/22, 8:18 AM 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 HAZEN AND SAWYER, P.C. Filing Information Document Number 841657 FEI/EIN Number 13-2904652 Date Filed 10/18/1978 State NY Status ACTIVE Last Event AMENDMENT Event Date Filed 08/10/1987 Event Effective Date NONE Principal Address 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Changed: 03/09/2016 Mailing Address 498 Seventh Ave, 11th Floor New York, NY 10018 Changed: 01/22/2016 Registered Agent Name & Address CORPORATION SERVICE COMPANY 1201 HAYS STREET TALLAHASSEE, FL 32301 Name Changed: 06/30/2005 Address Changed: 06/30/2005 Officer/Director Detail Name & Address Title President, CEO, Director Taylor, Ronald L https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 1/6 7/20/22, 8:18 AM Detail by Entity Name 4011 WestChase Boulevard, Suite 500 Raleigh, NC 27607 Title VP, Secretary, Director Peters, Richard E 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP Davis, Patrick A 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Chiriboga, Fernando B 999 Ponce de Leon Blvd, Suite 1150 Coral Gables, FL 33134 Title VP, Director Haubner, Gary 7870 East Kemper Road, Suite 300 Cincinnati, OH 45249 Title VP Mehrotra, Sandeep 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP, Director Pitt, Paul 201 Mission Street, Suite 500 San Francisco, CA 94105 Title VP, Director Stone, Alan 4011 WestChase Blvd, Suite 500 Raleigh, NC 27607 Title VP, Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 2/6 7/20/22, 8:18 AM Detail by Entity Name TAYLOR, ROBERT B 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP, Treasuer, CFO Crayon, William 498 Seventh Ave, 11th Floor New York, NY 10018 Title VP, Director Carney, Patricia A 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Page, Jayson J 999 Ponce de Leon Blvd, Suite 1150 Coral Gables, FL 33134 Title VP Joykutty, Shajan 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Muniz, Albert 2101 NW Corporate Blvd Suite 301 Boca Raton, FL 33431 Title VP Anderson, Damann L 1000 N. Ashley Drive Suite 1000 Tampa, FL 33602 Title VP Cowgill, James T 4000 Hollywood Blvd. Suite 750N https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 3/6 7/20/22, 8:18 AM Detail by Entity Name Hollywood, FL 33021 Title VP Bors, Gary W 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title VP Dieffenthaller, Andre A. 1000 N. Ashley Drive Suite 1000 Tampa, FL 33602 Title Associate Vice President Wietgrefe, Janeen M. 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Cooke, JOHN PHILIP 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Regalado, Guillermo 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Title Associate Vice President Pfeffer, Kurt A 2101 NW Corporate Boulevard Suite 301 Boca Raton, FL 33431 Title Associate Vice President Baar, David A 1000 N. ASHLEY DRIVE SUITE 1000 TAMPA, FL 33602 Title Associate Vice President https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 4/6 7/20/22, 8:18 AM Detail by Entity Name Kish, Christopher L. 999 PONCE DE LEON BLVD SUITE 1150 CORAL GABLES, FL 33134 Title Associate Vice President Koroshec, John C. 2101 NW CORPORATE BOULEVARD SUITE 301 BOCA RATON, FL 33431 Title Associate Vice President McMahon, Jennifer N. 4000 HOLLYWOOD BLVD SUITE 750N HOLLYWOOD, FL 33021 Title Associate Vice President Myers, Ervin B., Jr. 919 Lake Baldwin Lane Suite 200 Orlando, FL 32814 Title Associate Vice President Schroeder, John P. 1000 N. ASHLEY DRIVE SUITE 1000 TAMPA, FL 33602 Title Manager Bulman, Gerrit R 4000 Hollywood Blvd. Suite 750N Hollywood, FL 33021 Annual Reports Report Year Filed Date 2021 01 /11 /2021 2021 03/31/2021 2022 01/12/2022 Document Images 01/12/2022 -- ANNUAL REPORT View image in PDF format 04/27/2021 -- AMENDED ANNUAL REPORT View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 5/6 7/20/22, 8:18 AM 03/31/2021 -- AMENDED ANNUAL REPORT 01/11/2021 -- ANNUAL REPORT 01/27/2020 -- ANNUAL REPORT 01/14/2019 -- ANNUAL REPORT 01/08/2018 -- ANNUAL REPORT 01/09/2017 -- ANNUAL REPORT 03/09/2016 -- AMENDED ANNUAL REPORT 01/22/2016 -- ANNUAL REPORT 02/23/2015 -- ANNUAL REPORT 01/13/2014 -- ANNUAL REPORT 01/23/2013 -- ANNUAL REPORT 01/26/2012 -- ANNUAL REPORT 01/04/2011 -- ANNUAL REPORT 01/26/2010 -- ANNUAL REPORT 01/19/2009 -- ANNUAL REPORT 02/26/2008 -- ANNUAL REPORT 01/29/2007 -- ANNUAL REPORT 01/12/2006 -- ANNUAL REPORT 06/30/2005 -- Reg. Agent Change 01/14/2005 -- ANNUAL REPORT 02/09/2004 -- ANNUAL REPORT 03/06/2003 -- ANNUAL REPORT 03/14/2002 -- ANNUAL REPORT 05/03/2001 -- ANNUAL REPORT 03/20/2000 -- ANNUAL REPORT 02/23/1999 -- ANNUAL REPORT 02/03/1998 -- ANNUAL REPORT 01/15/1997 -- ANNUAL REPORT 01/31/1996 -- ANNUAL REPORT 01/19/1995 -- ANNUAL REPORT Detail by Entity Name View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State, Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&search NameOrder=HAZENSA... 6/6