HomeMy WebLinkAboutCRA-R-24-0031 Backup 2024-05-23SEOPW CRA
PROFESSIONAL SERVICES AGREEMENT
Service Category
Landscape Architecture Services N.W.9th Street Pedestrain Mall
Improvements
Contract Type
Project Specific
Consultant
Hood Design Studio, Inc.
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 5
ARTICLE 2 GENERAL CONDITIONS 8
2.01 TERM 8
2.02 SCOPE OF SERVICES 8
2.03 COMPENSATION
ARTICLE 3 PERFORMANCE 8-9
3.01 PERFORMANCE AND DELEGATION 9
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 9
3.03 CONSULTANT KEY STAFF 9
3.04 TIME FOR PERFORMANCE 9
3.05 STANDARD OF CARE 9
ARTICLE 4 SUBCONSULTANTS 9
4.01 GENERAL 9
4.02 SUBCONSULTANT RELATIONSHIPS 10
4.03 CHANGES TO SUBCONSULTANTS 10
ARTICLE 5 DEFAULT 10
5.01 GENERAL 10
5.02 CONDITIONS OF DEFAULT 10
5.03 TIME TO CURE DEFAULT, FORCE MAJEURE. 10
ARTICLE 6 TERMINATION OF AGREEMENT 10-11
6.01 SEOPW CRA'S RIGHT TO TERMINATE 11
6.02 CONSULTANT'S RIGHT TO TERMINATE 11
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 11
ARTICLE 7 DOCUMENTS AND RECORDS 11
7.01 OWNERSHIP OF DOCUMENTS 11
7.02 DELIVERY UPON REQUEST OR CANCELLATION 11
7.03 RE -USE BY SEOPW CRA 11
7.04 NON -DISCLOSURE 12
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 12
7.06 E-VERIFY 12-13
ARTICLE 8 INDEMNIFICATION 13
ARTICLE 9 INSURANCE 13
9.01 • COMPANIES PROVIDING COVERAGE 13
9.02 VERIFICATION OF INSURANCE COVERAGE 13
9.03 FORMS OF COVERAGE 13
9.04 MODIFICATIONS TO COVERAGE 13
ARTICLE 10 MISCELLANEOUS 15
10.01 AUDIT RIGHTS; INSPECTION 15
10.02 ENTIRE AGREEMENT 15
10.03 SUCCESSORS AND ASSIGNS 15
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 15
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15
10.06 NOTICES 15
10.07 INTERPRETATION 17
10.08 JOINT PREPARATION 17
10.09 PRIORITY OF PROVISIONS 17
10.10 MEDIATION - WAIVER OF JURY TRIAL 17
10.11 TIME 17
10.12 COMPLIANCE WITH LAWS 17-18
10.13 NO PARTNERSHIP 18
10.14 DISCRETION OF EXECUTIVE DIRECTOR 18
10.15 RESOLUTION OF CONTRACT DISPUTES 18
10.16 INDEPENDENT CONTRACTOR 18-19
10.17 CONTINGENCY CLAUSE 19
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
10.18 THIRD PARTY BENEFICIARY 19
10.19 ADDITIONAL TERMS AND CONDITIONS 19
10.20 SEVERABILITY 19
10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 19
ATTACHMENT A - SCOPE OF WORK 24
ARTICLE Al GENERAL 24
A1.01 SCOPE OF SERVICES 24-25
A1.02 WORK ORDERS 26
A1.03 PAYMENTS 27
ARTICLE A2 OVERVIEW OF PROJECT SERVICES 27
A2.01 TIME FRAMES FOR COMPLETION 27
ARTICLE A3 ADDITIONAL SERVICES 29
A3.01 GENERAL 29
A3.02 EXAMPLES � 29
A3.03 ADDITIONAL DESIGN 29
ARTICLE A4 REIMBURSABLE EXPENSES 29-30
A4.01 GENERAL 29-30
A4.02 SUBCONSULTANT REIMBURSEMENTS 29-30
ARTICLE A5 SEOPW CRA'S RESPONSIBILITIES 29-30
A5.01 PROJECT AND SITE INFORMATION 29-30
A5.02 CONSTRUCTION MANAGEMENT 31
SCHEDULE Al - SUBCONSULTANTS 31
SCHEDULE A2 - KEY STAFF 31
ATTACHMENT B - COMPENSATION AND PAYMENTS 33
ARTICLE B1 METHOD OF COMPENSATION 33
B1.01 COMPENSATION LIMITS 33
B1.02 CONSULTANT NOT TO EXCEED 35
ARTICLE B2 COMPUTATION OF FEES AND COMPENSATION 35
B2.01 LUMP SUM 36
B2.01-2 MODIFICATIONS TO LUMP SUM 35
B2.01-3 LUMP SUM COMPENSATION 36
B3.02 HOURLY RATE FEES 36
B3.03 REIMBURSABLE EXPENSES 36
B3.04 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES 36
B3.05 FEES FOR ADDITIONAL SERVICES 36
B3.06 PAYMENT EXCLUSIONS 36
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 37
ARTICLE B4 PAYMENTS TO THE CONSULTANT 37
B4.01 PAYMENTS GENERALLY 37
B4.02 FOR COMPREHENSIVE BASIC SERVICES 37
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 37
B4.05 DEDUCTIONS 37
ARTICLE B5 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37
B5.01 GENERAL 37
B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 37
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 37-40
B6.01 GENERAL 37-40
SCHEDULE B1 - WAGE RATE SUMMARY 37-40
SCHEDULE B2 - CONSULTANT INVOICE 41
Landscape Architecture Services N.W. 9th Street 2 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
SEOPW CRA
DEPARTMENT OF PROCUREMENT
PROFESSIONAL SERVICES AGREEMENT
Service Category
Landscape Architecture Services N.W. 9th Street Pedestrain
Mall Improvements
Contract Type
Landscape Architecture Services
Consultant Office Location
3016 Filbert Street Studio 2
Oakland, CA 94608
THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this
day of in the year 2024 by and between the Southeast Overtown/Park West
Community Redevelopment Agency ("SEOPW CRA"), a community redevelopment agency
created pursuant to Chapter 163, Florida Statutes, responsible for carrying out community
redevelopment activities and projects within its redevelopment area in accordance with the 2018
Southeast Overtown/Park West Redevelopment Plan Update, hereinafter called the "SEOPW
CRA," and Hood Design Studio, Inc., hereinafter called the "Consultant."
RECITAL
A. The SEOPW CRA issued a Request for Qualifications ("RFQ") No. 23-01 on May
24, 2023, for the provision of Landscape Architecture Services N.W.9th Street Pedestrian Mall
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 SEOPW CRA, through action of the Executive Director and/or the
SEOPW CRA Board of Commissioners, as applicable, has selected the Consultant in accordance
Landscape Architecture Services N.W. 9th Street 3 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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 SEOPW CRA and the Consultant, for the considerations herein set forth,
agree as follows:
Landscape Architecture Services N.W. 9th Street 4 RFQ No. 23-01
Pedestrain Mall Improvements
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 Board of Commissioners of the SEOPW CRA means the legislative body of the SEOPW CRA.
1.06 Executive Director means the duly appointed chief administrative officer of the SEOPW CRA.
1.07 SEOPW CRA or Owner means the SEOPW CRA, a community redevelopment agency created
pursuant to Chapter 163, Florida Statutes, responsible for carrying out community redevelopment
activities and projects within its redevelopment area in accordance with the 2018 Southeast
Overtown/Park West Redevelopment Plan Update, the public agency that is a party hereto and for
which services under this Agreement are to be performed. In all respects hereunder, the SEOPW
CRA performance is pursuant to the SEOPW CRA position as the Owner of the Project. In the event
the SEOPW CRA 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 SEOPW CRA authority as a governmental body and
shall not be attributable in any manner to the SEOPW CRA as a party to this Agreement. The
SEOPW CRA shall be referred to herein as "SEOPW CRA." For the purposes of this Agreement,
"SEOPW CRA" without modification shall mean the Executive Director who may delegate certain
tasks to the Director as defined in Section 1.13.
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 SEOPW CRA. This has the same meaning as Board
of Commissioners of the SEOPW CRA 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 SEOPW CRA.
1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any
combination thereof, which has entered into a contract with the SEOPW CRA for construction of
SEOPW CRA facilities and incidentals thereto.
1.12 Department means or refers to the SEOPW CRA's Department of Architecture & Development
("DOAAD").
1.13 Director means the Director of Architecture & Development of the SEOPW CRA 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 Architecture & Development 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 SEOPW CRA or of a consulting firm hired by the SEOPW CRA
and assigned by the SEOPW CRA 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 Executive Director's approval, to serve as an extension of the SEOPW CRA
staff typically working at the SEOPW CRA.
Landscape Architecture Services N.W. 9th Street 5 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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.
1.20 Primary Services means those Services considered by SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA.
1.22 Program means the SEOPW CRA multi -year Stormwater Infrastructure Improvements Programs,
prepared on an annual basis that details the planned financial resources and implementation
schedule and strategies for the SEOPW CRA stormwater infrastructure 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 SEOPW CRA facility as contemplated and budgeted by the SEOPW CRA. 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 Board of Commissioners of
the SEOPW CRA as required for the Executive Director 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 Executive Director to administer matters relating to insurance and risk
of loss for the SEOPW CRA.
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 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.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the SEOPW CRA, which authorizes the performance of
specific professional services for a defined Project or Projects.
1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the SEOPW
CRA for Services to be provided by the Consultant on a specific phase of a Project.
Landscape Architecture Services N.W. 9th Street 6 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall take effect upon the date written above upon its execution by the
authorized officers and shall be effective until final completion of construction of the Project and Final
Payment is made to the Consultant.
2.02 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part
of this Agreement.
2.03 COMPENSATION
2.03-1 Compensation Limits: The amount of compensation payable by the SEOPW CRA to the
Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules
established in Attachment B, Compensation and Payments, hereto, which is incorporated into this
Agreement; provided, however, that in no event shall the amount of compensation payable to the
Consultant by the SEOPW CRA, exceed Two Hundred Ninety -Five Thousand Dollars and Zero
Cents ($295,000.00), inclusive of Reimbursable Expenses and Owner's Contingency Allowances, as
detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved
by action of the Board of Commissioners of the SEOPW CRA or Executive Director, as applicable, and
put into effect by written amendment to this Agreement. The SEOPW CRA may, in its sole and absolute
discretion, use other compensation methodologies. The SEOPW CRA shall not have any liability, nor
will the Consultant have any recourse against the SEOPW CRA for any compensation, payment,
reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement,
as it may be amended from time to time. The Work may never exceed the limitations provided in
Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts
and other limitations on compensation, as applicable.
2.03-2 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
SEOPW CRA 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 SEOPW CRA. Said approval shall not be
construed as constituting an agreement between the SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA, in part, based on
qualifications of particular staff identified in the Consultant's response to the SEOPW CRA solicitation,
hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work
upon request from the SEOPW CRA, 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
Landscape Architecture Services N.W. 9th Street 7 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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 SEOPW CRA should there be a delay on the part of the SEOPW CRA 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.
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 SEOPW CRA under this Agreement.
4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship
between the SEOPW CRA 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 SEOPW CRA, or fails to perform any of its obligations hereunder, then the
Consultant shall be in Default. Upon the occurrence of a default hereunder the SEOPW CRA, 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 SEOPW CRA to the
Consultant while the Consultant was in default shall be immediately returned to the SEOPW CRA. The
Landscape Architecture Services N.W. 9th Street 8 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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
SEOPW CRA for all expenses incurred by the SEOPW CRA in preparing and negotiating this Agreement,
as well as all costs and expenses incurred by the SEOPW CRA in the re -procurement of the Services,
including consequential and incidental damages. In the event of Default, the SEOPW CRA 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 SEOPW CRA, 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 SEOPW CRA, 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 SEOPW CRA may terminate the Agreement. The SEOPW
CRA, at its sole and absolute discretion, may allow additional days to perform any required cure if the
Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected
by the Consultant within the time specified, the Agreement may be automatically terminated on the last day
of the time stipulated in said notice, without the necessity of any further action by the SEOPW CRA.
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 SEOPW CRA 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 SEOPW CRA'S RIGHT TO TERMINATE
The SEOPW CRA (specifically the Executive Director), has the right to terminate this Agreement for any
reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all
charts, sketches, studies, drawings, and other data and/or documents, including all electronic (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 cause the
withholding of 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 SEOPW
CRA 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 SEOPW CRA, 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 SEOPW CRA, if breach of contract has not been corrected within thirty (30) calendar days from the
date of the SEOPW CRA receipt of a written statement from the Consultant specifying the SEOPW CRA
breach of its duties under this Agreement. Consultant shall give the SEOPW CRA prior written notice in the
manner provided herein specifying the SEOPW CRA breach and afford the SEOPW CRA sixty (60)
calendar days to cure.
Landscape Architecture Services N.W. 9th Street 9 RFQ No. 23-01
Pedestrain Mall Improvements
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA, shall be just cause for the SEOPW CRA 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.
7.03 RE -USE BY THE SEOPW CRA
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 SEOPW
CRA 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
SEOPW CRA of plans, documents, studies, or other data for any purpose other than that intended by the
terms and conditions of this Agreement.
7.04 NON -DISCLOSURE
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 SEOPW CRA,
or any duly authorized agents or representatives of the SEOPW CRA, 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 SEOPW CRA to perform the service; (2) upon request
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from the SEOPW CRA custodian of public records, provide the SEOPW CRA 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 SEOPW CRA; (4) upon completion of the contract, transfer,
at no cost, to the SEOPW CRA all public records in possession of the contractor or keep and maintain
public records required by the SEOPW CRA to perform the service. If the Contractor transfers all public
records to the SEOPW CRA 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 SEOPW CRA, upon request from the SEOPW CRA custodian of public records, in a format
that is compatible with the information technology systems of the SEOPW CRA.
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 SEOPW CRA OFFICE, 819 N.W. 2ND AVENUE,
3RD FLOOR, MIAMI, FL 33136. THE CONSULTANT MAY ALSO
CONTACT THE RECORDS CUSTODIAN AT THE SEOPW CRA
DEPARTMENT WHO IS ADMINISTERING THIS CONTRACT.
7.06 E-VERIFY
Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the
employment eligibility of all new employees hired by the Consultant during the term of the Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment
eligibility of all new employees hired by the Subconsultant during the Agreement term.
ARTICLE 8 INDEMNIFICATION
The Consultant shall indemnify, hold harmless, save and defend the SEOPW CRA and the City of Miami,
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 SEOPW CRA and the City of Miami, its officials and/or employees,
harmless for, and defend the SEOPW CRA and the City of Miami, 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 SEOPW CRA and the City of Miami, its
officials and/or employees were negligent. In the event that any action or proceeding is brought against
the SEOPW CRA and the City of Miami by reason of any such claim or demand, the Consultant shall, upon
written notice from the SEOPW CRA and the City of Miami, resist and defend such action or proceeding by
counsel reasonably satisfactory to the SEOPW CRA 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 SEOPW CRA
and the City of Miami 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 SEOPW CRA and the City of Miami 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 SEOPW CRA
and the City of Miami, in connection with services performed by the Consultant or persons employed or
utilized by Consultant.
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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 SEOPW CRA. The Consultant agrees and recognizes that the SEOPW CRA and the City of Miami shall
not be held liable or responsible for any claims which may result from any actions or omissions of the
Consultant in which the SEOPW CRA and the City of Miami 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 SEOPW CRA and the City of Miami in no way assumes or
shares any responsibility or liability of the Consultant or Subconsultant under this Agreement.
The SEOPW CRA and the City of Miami constitute separate, distinct, and independent consideration for
the the Indemnification, 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 SEOPW CRA all insurance required hereunder and the SEOPW CRA 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 SEOPW CRA
may cancel this Agreement or, at its sole discretion, shall purchase such coverage and charge the
Consultant for such coverage purchased. The SEOPW CRA shall be under no obligation to purchase such
insurance, nor shall it be responsible for the coverage purchased or the insurance company or companies
used. The decision of the SEOPW CRA 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 B 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 SEOPW CRA
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
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limit of $1,000,000.00 naming the SEOPW CRA 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 SEOPW CRA
accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS; INSPECTION
The SEOPW CRA 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 SEOPW CRA contracts set forth in
Section 18-101 and Section 18-102 of the SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA, acting by and through its
Board of Commissioners of the SEOPW CRA. 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
SEOPW CRA approval.
The Consultant's services are unique in nature and any assignment, sale transference without Board of
Commissioners of the SEOPW CRA approval shall be cause for the SEOPW CRA to terminate this
Agreement. The Consultant shall have no recourse from such termination. The SEOPW CRA 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 SEOPW CRA Attorney as
a condition precedent to considering approval of an assignment.
The Consultant and the SEOPW CRA 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.
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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 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 SEOPW CRA determines the project price was
increased due to inaccurate, incomplete, 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 SEOPW CRA under Article 8,
Indemnification, herein where the Consultant shall pay the SEOPW CRA's reasonable attorney's fees in
the event the SEOPW CRA must maintain an action to enforce the duty to indemnify the SEOPW CRA.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and registered United States mail, return receipt requested, addressed to the party for
whom it is intended at the place last specified; and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the provisions of this paragraph. For the
present, the parties designate the following as the respective places for giving of notice:
For SEOPW CRA:
James McQueen
Executive Director
Office of the Executive Director, SEOPW CRA
819 N.W. 2nd Avenue, 3rd Floor
Miami, Florida 33136
Email: JMcQueen(cr�.miamigov.cori,
Phone: (305) 679-6800
Brian Zeltsman, RA
Director of Architecture & Development
SEOPW CRA
819 N.W. 2nd Avenue, 3rd Floor
Miami, Florida 33136
Email: AnniePerez@miamigov.com
Phone: (305) 679-6827
Vincent T. Brown, Esq.
Staff Counsel
SEOPW CRA
819 N.W. 2nd Avenue, 3rd Floor
Miami, Florida 33136
Email: VTBrown@miamigov.com
Phone: (305) 679-6807
CONSULTANT
Paul Peters
Principal
3016 Filbert St. Studio 2
Oakland, CA 94608
Email: paul@hooddesignstudio.com
Phone: (949) 491-5149
With Copies to:
Walter J. Hood
3016 Filbert St. Studio 2
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Oakland, CA 94608
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 SEOPW CRA and the Consultant, and the
resulting document shall not, solely as a matter of judicial construction, be construed more severely against
one of the parties than any other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit
attached hereto, any document or events referred to herein, or any document incorporated into this
Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term,
statement, requirement, or provision contained in this Agreement shall prevail and be given effect.
10.10 MEDIATION - WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the
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 SEOPW CRA 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, gender
identity, 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, gender identity, religion, age, handicap, marital status, national origin,
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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 SEOPW CRA
reserves the right to refuse the Consultant's access to SEOPW CRA 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 SEOPW CRA, including Titles I and II of the ADA (regarding non-
discrimination on the basis of disability) and all applicable regulations, guidelines, and
standards. Additionally, the Consultant shall take affirmative steps to insure non-discrimination
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
SEOPW CRA to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the SEOPW CRA or decisions of the SEOPW
CRA 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 SEOPW CRA based upon an
alleged violation of the terms of this Agreement by the SEOPW CRA 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 SEOPW CRA 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 Architecture & Development, as
identified in Article 10.06, Notices. Upon receipt of said notification, the Director of Architecture &
Development shall review the issues relative to the dispute and issue a written finding. Should the
Consultant and the Director of DOAAD fail to resolve the dispute the Consultant shall submit their dispute
in writing within five (5) calendar days to the SEOPW CRA, Executive Director. Failure to submit such
appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of
said notification, the SEOPW CRA, Executive Director shall review the issues relative to the dispute and
issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar
days to the Executive Director. Failure to submit such appeal of the written finding shall constitute
acceptance of the finding by the Consultant. Appeal to the Executive Director 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 Two Hundred Ninety -Five Thousand Dollars and Zero Cents
($295,000.00), the Executive Director's decision shall be approved or disapproved by Board of
Commissioners of the SEOPW CRA. The Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received Executive Director's written decision, approved by Board of Commissioners of
the SEOPW CRA if applicable; or
(ii) a period of sixty (60) calendar days has expired after submitting to the Executive Director a
detailed statement of the dispute, accompanied by all supporting documentation, or a period of
(90) calendar days has expired where the Executive Director's decision is subject to Board of
Commissioners of the SEOPW CRA approval; or
(iii) The SEOPW CRA has waived compliance with the procedure set forth in this section by written
instrument(s) signed by the Executive Director.
10.16 INDEPENDENT CONTRACTOR
The Consultant has been procured and is engaged to provide services to the SEOPW CRA as an
independent contractor, and not as an agent or employee of the SEOPW CRA. Accordingly, the Consultant
shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of
the SEOPW CRA, nor any rights generally afforded classified or unclassified employees. The Consultant
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further understands that Florida Workers' Compensation benefits available to employees of the SEOPW
CRA 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 SEOPW CRA under this Agreement. The
SEOPW CRA is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability
to bind the SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA 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 SEOPW CRA,
will be considered. Any and all such additional terms and conditions shall have no force or effect and are
inapplicable to this PSA or other Agreement.
10.20 SEVERABILITY
If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law
or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall
be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the
entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law
or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This
Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation
for convenience.
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.
END OF SECTION
Nor
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST: HOOD DEISGN STUDIO, INC., a Foreign
Profit Corporation
Signature
Print Name, Title
ATTEST:
Consultant Secretary
(Affirm Consultant Seal, if available)
ATTEST:
Todd B. Hannon
Clerk of the Board
Signature
Print Name, Title
(Corporate Seal)
SOUTHEAST OVERTOWN/PARK WEST
COMMUNITY REDEVELOPMENT AGENCY,
a public agency and body corporate created
pursuant to Section 163.356, Florida
Statutes
James McQueen
Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
Ann Marie Sharpe Vincent T. Brown, Esq.
Director of Risk Management Staff Counsel
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CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under the laws of the State of , held
on the day of , a resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the corporation and providing
that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed
of the corporation. I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
a partnership organized and existing under the laws
of the State of , held on the day of , , a resolution was duly passed
and adopted authorizing (Name) as (Title) of the
partnership to execute agreements on behalf of the partnership and provides that 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
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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
COUNTY OF )
NOTARIZATION
SS:
The foregoing instrument was acknowledged before me this day of
20 , by , who is personally known to me or who has produced
as identification and who (did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
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PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The SEOPW CRA has procured a qualified and experienced landscape architectural firm to provide design
services for Landscape Architecture Services N.W.9th Street Pedestrian Mall Improvements ("Project"),
under the oversight of the DOAAD, and in accordance with all applicable laws, building and environmental
regulations, including code requirements for the State of Florida, Miami -Dade County, and the SEOPW
CRA, as well as 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 provide design and permitting (Federal, State and Local Agencies) and shall fulfill the
following responsibilities:
1. Hardscape and softscape layout.
2. Pedestrian pavements.
3. Landscape walls, steps, railings and related site structural elements not
a part of the building.
4. Fences, decks and seating.
5. Site furniture including planter pots, trash receptacles,
fountains.
6. Selection, location and mounting details of fixtures for site
lighting circuitry is not included in contract).
7. Planting and soils.
8. Participation in selection of site sculpture.
and drinking
lighting. (Site
Deliverables:
• Conceptual diagram(s) and sketch(es).
• One (1) overall illustrative site plan.
• Site sections and/or site elevations; anticipated up to three (3).
• Up to five (5) conceptual renderings.
• Walk-thru animation (approx. 1 minute in length).
• Concept level cost estimate.
• PDF, including brief narrative of the landscape concept.
Exclusions to Scope of Services
The Client shall provide the following information or services as required for
performance of the work. Consultant assumes no responsibility for the accuracy
of such information or services and shall not be liable for error or omissions
therein. Should Consultant be required to provide services in obtaining or
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coordinating compilation of this information, such services shall be charged as
Additional Services.
• Topography and boundary surveys.
• Legal descriptions of property.
• Soils testing and/or engineering.
• Existing site engineering and utility base information
• Overhead aerial photographs at scale.
• Engineering other than that provided within the Scope of Work.
• Complete horticultural analysis, arborist report or recommendation
of existing site vegetation.
• Fountain design including mechanical, electrical, structural and
plumbing.
• Lighting design and lighting electrical.
• Wayfinding and site signage.
• Irrigation
A1.02 WORK ORDERS
When DOAAD 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 SEOPW CRA, 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,
department staff will prepare a Work Order that will be reviewed by the Director or designee. Upon approval,
department staff will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by
the Director or designee.
A1.03 PAYMENTS
Invoices shall be billed monthly based on percentage of work performed. In the event invoices exceed
sixty (60) days past due the Contractor shall suspend services.
ARTICLE A2 OVERVIEW OF PROJECT SERVICES
A2.01 TIME FRAMES FOR COMPLETION
The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached
as Schedule A5.
Concept Design
Timeline: 5 months
Consultant Team will attend an in -person kick-off meeting with the client to tour
the site and set project objectives and goals, review milestones for project
schedule. During the concept design phase, the Consultant will create a set of
ideas for the 9th Street Pedestrian Mall in order to envision a central civic space
for Overtown, that embodies the neighborhood identity and envisions a beautiful
future. During the design phase the Consultant team will:
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• Host bi-weekly web -based design meetings with the client to
provide design updates.
• Includes two (2) in person site visit for up to (3) three Hood team for
2 nights in Miami including all associated travel costs.
• Includes one (1) presentation and submission for feedback at 50%
Concept Design.
• Includes one (1) presentation and submission for costing at 100%
Concept Design.
Schedule:
• Kickoff Meeting & Site Visit (Week 1)
o Site visit to Miami to meet the client, tour the site, and create an initial
set of conversations around the goals and objectives of the project.
o Meet with key stakeholders as identified by the client.
o Potential for curated site walk including stakeholders.
• Research & Initial Ideation (Weeks 2-10)
o Develop a set of initial ideas with bi-weekly check -ins with the client
and/or key stakeholders.
o Communicate concept design using sketches, diagrams, 3D model
views, plans and sections.
• 50% Concept Design Presentation (Week 11)
o Web -based presentation of draft concept design to client.
o Based on presentation, client provides feedback for further design
iteration.
• Feedback & Response (Weeks 12-15)
o Revise design based on client feedback from Draft Concept
Presentation.
0
Prepare final renderings and drawings.
Consolidate design documents into a single PDF package.
• Final Concept Presentation (Week 16)
o Web -based final presentation to client and stakeholders.
• Costing (Week 17-19)
o Three week costing period to provide project construction cost
conducted by third- party Forella Group.
• Next Steps (Week 20)
o Final concept phase presentation to review construction cost and
determine the project's next steps.
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
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Services categorized below as "Additional Services" may be specified and authorized by SEOPW CRA 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 Executive
Director and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional
Services.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following:
A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by the SEOPW
CRA.
A3.02-2 Specialty Design: Any additional special professional services not included in the
Scope of Work.
A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or
comparative studies of prospective sites. Surveys of the existing structure required to complete
as -built documentation are not additional services.
A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system;
extended training of SEOPW CRA's personnel in operation and maintenance of equipment and
systems, and consultation during such training; and preparation of operating and maintenance
manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer.
A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or
from a change in Scope of Work, when such revisions are inconsistent with written approvals or
instructions previously given by the SEOPW CRA and are due to causes beyond the control of
Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of
spaces and/or scheme and/or any significant portion thereof).
A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with
any mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify
against the SEOPW CRA in any proceeding during the course of this Agreement.
A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted architectural/engineering practice
related to construction.
A3.03 ADDITIONAL DESIGN
The SEOPW CRA may, at its option, elect to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the SEOPW CRA 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.
A4.01-1 Communications Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier, and express mail between the Consultant's
various permanent offices and Subconsultants. The Consultant's field office at the Project site is
not considered a permanent office. Cell phones will not be considered as reimbursable expenses
under this agreement.
A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond
that which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs
approved by the Project Manager.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly
attributable to the Project. These permit fees do not include those permits required to be paid by
the Consultant.
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A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by
the Project Manager.
A4.02 SUBCONSULTANT REIMBURSEMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's
agreement provides for reimbursable expenses and when such agreement has been previously approved,
in writing, by the Director and subject to all budgetary limitations of the SEOPW CRA and requirements of
this Agreement.
ARTICLE A5 SEOPW CRA RESPONSIBILITIES
A5.01 PROJECT AND SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant
with the information described below, or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions,
locations of existing structures, the grades and lines of street, pavement, and adjoining properties;
the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing
utilities information regarding sewer, water, gas, telephone and/or electrical services.
A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program.
A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt. Consultant must still perform field investigations
as necessary to obtain sufficient information to perform its services. Investigative services in excess
of "Normal Requirements," as defined, must be authorized in advance.
A5.01-5 Reliability: The services, information, surveys, and reports shall be furnished at City's
expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof,
provided Consultant has reviewed all such information to determine if additional information and/or
testing is required to properly design the Project.
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the Project Manager shall assume the
responsibilities described in the general conditions and supplementary conditions of the
construction contract relating to review and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
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ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
CONSULTING FIELD
SCHEDULE A2 - KEY STAFF
JOB CLASSIFICATION
NAME
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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 B2.01, Lump Sum.
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 Executive Director or Board of
Commissioners of the SEOPW CRA 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 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:
B2.01 LUMP SUM
Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by
the SEOPW CRA and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred
method of compensation.
B2.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are
clearly defined, quantified and calculated.
B2.01-2 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.
B2.01-3 Lump Sum Compensation: Compensation shall be calculated by Consultant,. Prior to
issuing a Work Order, the SEOPW CRA 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.
B2.02 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and
specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other
employees time or travel and subsistence not directly related to a project. All reimbursable services shall
be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of
sets required at each phase of the Work will be a Reimbursable Expense.
The SEOPW CRA 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.
B2.03 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES
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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.
B2.04 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 A8 and B2.02 respectively, may be
applicable.
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 SEOPW CRA
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) time the amount expended by the Consultant.
B2.05 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.
B2.06 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 B3 PAYMENTS TO THE CONSULTANT
B3.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the
actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be
found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following
the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the
City Form will result in rejection of the invoice.
B3.02 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.
B3.03 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
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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.
B3.04 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 B4 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B4.01 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.
B4.02 REIMBURSEMENTS TO THE SUBCONSULTANTS
Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant
agreement provides for reimbursable expenses and when such agreement has been previously approved
in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5,
Reimbursable Expenses, herein.
ARTICLE 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.
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ATTACHMENT B - COMPENSATION AND PAYMENTS
SCHEDULE B1 - WAGE RATE SUMMARY
Invoices shall be billed monthly based on the percentage of work performed. In the event
invoices exceed sixty (60) days past due Consultant shall suspend services.
Fees
Services described above shall be provided for the fixed sum of two hundred and ninety-five
thousand dollars ($295,000.00).
Payment Schedule
Invoices shall be billed monthly based on the percentage of work performed.
Reimbursable Expense
Reimbursable expenses for travel and materials are included in the design fee.
Additional Services
Special requests by the Client, additional meetings or review procedures that would involve
additional services will immediately be brought to the attention of the Client. A written
proposal will then be submitted for approval prior to proceeding. Other additional services
may include:
• Presentations and products other than those specifically agreed -upon in the final
contract.
• Detailed models and special illustrations/renderings produced by outside consultants
or vendors will be an additional service, authorized in writing by the Client.
• Substantial changes to any part of the project, which had been previously approved by
the Client.
• Schedule delays or interruptions.
Fees for additional services shall be calculated based on Hood Design Studio's standard
hourly rates as follows:
2023 2024 2025
Walter Hood $450 $465 $480
Partner $300 $315 $325
Principal $275 $290 $285
Associate / PM $175 $185 $195
Designer $140 $150 $160
Admin $100 $105 $110
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SCHEDULE B2 - CONSULTANT INVOICE
INVOICE
Bill To:
Company Name
Address DATE:
City, State Zip Code INVOICE #
Bill From:
Company Name
Employee name (First and Last), employee title
Employee email address
Address
City, State Zip Code
I
DESCRIPTION
TOTAL DUE
AMOUNT
$ -
$
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