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HomeMy WebLinkAbout25138AGREEMENT INFORMATION AGREEMENT NUMBER 25138 NAME/TYPE OF AGREEMENT CALVIN, GIODANO & ASSOCIATES, INC. DESCRIPTION AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT/MISCELLANEOUS ENGINEERING SERVICES RFQ NO. 20-21-011/FILE ID: 16008/R-24-0228/MATTER ID: 24- 1031 EFFECTIVE DATE August 19, 2024 ATTESTED BY TODD B. HANNON ATTESTED DATE 8/19/2024 DATE RECEIVED FROM ISSUING DEPT. 8/20/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Department of Procurement DEPT. CONTACT PERSON: Luis Caseres/Cris Lima EXT. 1923 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Calvin, Giordano & Associates, Inc. IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? TOTAL CONTRACT AMOUNT: $ 1,000,000.00 FUNDING INVOLVED? TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: (PLEASE SPECIFY) Amendment No. 1 ■ ■ YES YES ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Amendment No. 1 to RFQ 20-21-011 - Misc. Engineering Services to increase capacity from $500K to $1 M NO NO COMMISSION APPROVAL DATE: 06/18/2024 FILE ID: 16008 ENACTMENT Na: R-24-0228 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION DIRECTOR/CHIEF PROCUREMENT OFFICER Reviewed by FVP. OK to proceed. RISK MANAGEMENT Date PLEASE PRINT AND SIGN July 15, 2024 July 16, 2024 Annie 05r:3'6CEDTT SIGNATURE: Ann -Marie Sharpe 07:24:15 EDT SIGNATURE: CITY ATTORNEY Pablo R. Velez on behalf of (7/ Matter ID# 24-1031 24J +) 22 , 2024 George K. Wysong III 16:08:31 EDT SIGNATURE: BUDGET OFFICE Funding will be determined at PO issuance as needed LEM 8/6/24 August 6, 2024 ASSISTANT CITY MANAGER, CHIEF FINANCIAL OFFICER August 12, 202 flar18:53li n 09 EDT SIGNATURE: ar1S :r5r:51AEDT SIGNATURE: ASSISTANT CITY MANAGER, CHIEF OF OPERATIONS N/A DocuSigned by: —4-AAA e, t RQ5df1RRTIPACARR DocuSigned by: F aIA1 Gbwtt i5 27395C6318214E7... DocuSigned by: abrit,4MisotA (11 88776E9FE88248B... DocuSigned by: — 5F6E831796C5495... 6795_. DocuSigned by: r Barbara Hernandez, MPA N/A SIGNATURE: C9D2602B97E54D4... ASSISTANT CITY MANAGER, CHIEF OF INFRASTRUCTURE August 14, 202 August 15, 202 DEPUTY CITY MANAGER Asael Marrero DocuSigned by: 4 1 09:55:34 EDT SIGNATURE:'r:,, COF4AD9AB03B45A. ,Mra5 p: q1-0946iiiiIIlaDocuSigned by: Ne. 6.144444.4-WitzA SIGNATURE: CITY MANAGER August 19, 202 Arthur Noriega V 4 1 11:04:36 EDT SIGNATURE: CITY CLERK August 19, 20 4ToddllanLn17 EDT SIGNATURE: 84B700975DEA41B... DocuSigned by: avitutr Nbvi4a. 850CF6C372DD42A... DocuSigned by: r E46D7560DCF1459.. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER PR 24172 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 AMENDMENT OVERVIEW PSA TITLE: Amendment No. 1 to the Professional Services Agreement with Calvin, Giordano & Associates, Inc. for Miscellaneous Engineering Services Contract RFQ No. 20-21- 011. 1. AWARD DELEGATED AUTHORITY: ❑ Chief Procurement Officer — Authority level of ® City Manager — Authority level of $500.000,00 ❑ City Commission — RESOLUTION No. 2. PROCUREMENT METHOD: 0 RFP/Q ❑ ITB ❑ SOLE SOURCE ❑ PIGGY -BACK ❑ PROFESSIONAL SERVICES UNDER $25,000 ❑ OTHER (Please explain): RFQ No. 20-21-011 - Miscellaneous Engineering Services 3. IF THIS IS AN AMENDMENT, WHAT IS THE NUMBER OF THE AMENDMENT AND WHAT DOES THIS AMENDMENT DO (INCREASE CAPACITY, CHANGE IN TERMS, ETC) BE SPECIFIC. Amendment No. 1 to increase capacity of the agreement by $500,000.00 for a total not -to -exceed contract value of $1,000,000.00 per agreement. 4. WAS THE AMENDMENT APPROVED BY THE CITY COMMISSION? 0 YES ❑ NO IF YES, WHAT IS THE RESOLUTION NUMBER? R-24-0228 5. WHAT IS THE SCOPE OF SERVICES? The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. 6. IF CITYWIDE, WHAT ARE THE MOST FREQUENT USER DEPARTMENTS? Office of Capital Improvements 7. IS THE AWARDEE THE INCUMBENT? Yes, Calvin, Giordano & Associates, Inc. is one of the firms providing service. Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 8. IS THE PRICING HIGHER, LOWER OR THE SAME AS THE CURRENT CONTRACT? Same Rates 9. WHEN DOES THE CURRENT CONTRACT EXPIRE? Two (2) years from contract execution date of November 8, 2022, with two (2) one (1) year options to renew. 10. WHAT WAS THE PREVIOUS SPEND ON THE CURRENT CONTRACT? $0.00 11.WHAT IS THE METHOD OF AWARD (Group, Item by Item etc.)? Florida Statue 287.055 Consultant Competitive Negotiation Act / Evaluation Committee 12.SUNBIZ: Is the Firm(s) a Florida Registered Corporation or a Foreign Corporation (not from Florida)? Calvin, Giordano & Associates, Inc.— Florida Profit Corporation Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS AMENDMENT NO. 1 TO THE PROFESSIONAL SERVICES AGREEMENT WITH CALVIN, GIORDANO & ASSOCIATES, INC. FOR MISCELLANEOUS ENGINEERING SERVICES CONTRACT RFQ NO. 20-21-011 This Amendment No. 1 to the Professional Services Agreement dated November 8, 2022 (the "Agreement") between the City of Miami, a municipal corporation of the State of Florida ("City"), and Calvin, Giordano & Associates, Inc. ("Consultant"), a Florida Profit Corporation, for the provision of miscellaneous engineering services ("Services") for the Office of Capital Improvements ("OCI") is entered into thisi9th day of August , 2024. RECITALS WHEREAS, pursuant to the City of Miami ("City") Procurement Code Section 18-87 and Request for Qualifications ("RFQ") No. 20-21-011, the City Manager executed an Agreement with Consultant for an amount of $500,000.00; and WHEREAS, the current Compensation Limit is insufficient to address the costs associated with the City's outstanding and foreseeable future services; and WHEREAS, it is in the best interest of the City to increase the existing capacity of the Agreement to accommodate outstanding and foreseeable future assignments; and WHEREAS, this Amendment No. 1 to the Agreement increases the capacity of the Agreement by $500,000.00, thereby increasing the award value from $500,000.00 to an amount of $1,000,000.00; and WHEREAS, the City Commission has adopted Resolution No. R-24-0228, to approve the corresponding increase in the Compensation Limits. NOW THEREFORE, in consideration of the foregoing, the parties hereby amend the Agreement as follows: Section 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed One Million Dollars ($1,000,000.00) in total over the term of the Agreement including any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act for Continuing Contracts, and other limitations on compensation, as applicable. Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Amendment No. 1 to the Professional Services Agreement with Calvin, Giordano & Associates, Inc. for Miscellaneous Engineering Services. Section 10.20 Counterparts; Electronic Signatures This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. All other terms and conditions of the Agreement are in operative force and effect and remain unchanged. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Amendment No. 1 to the Professional Services Agreement with Calvin, Giordano & Associates, Inc. for Miscellaneous Engineering Services. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Calvin, Giordano & Associates, Inc. a Florida Profit Corporation Jenna Martinetti Signature Digitally signed by Jenna Martinetti Date: 2024.05.08 10:37:35 -04'00' Jenna Martinetti, Director of Engineering Christopher B Giordano Digitally signed by Christopher B Giordano Date: 2024.05.08 10:57:25 -04'00' Signature Chris Giordano, President Print Name, Title Print Name, Title ATTEST: Dawn Hop I n Digitally signed by Dawn Hopkins J Date: 2024.05.08 07:53:10 -04'00' Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: \�1t\II III1111 N�&q pCorpdrat S aI) 0: CORPORATE •• C� ; SEAL m= 1985 •••F<OR10 � / 6� ........• :0 ll\`\\N CITY OF MIAMI, a municipal corporation of the State of Florida ,-DocuSigned by: ,-DocuSigned by: avituir Nori4t E46D7560DCF1459... Sinned bv: 850CF6C372DD42A... Todd B. Hannon, City Clerk ( - �YOF'.",,, Arthur Noriega V, City Manager APPROVED AS TO INSURANC APPROVED AS TO LEGAL FORM AND REQUIREMENTS: CORRECTNESS: ,-DocuSigned by: Frra& aeVv5 "-27395C6318214E7... Ann Marie Sharpe, Director Risk Management Department DocuSigned by: ateariy. t Rise <<< 88776E9FE88248B... George K. Wysong III, City Attorney (Matter 24-1031) Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Amendment No. 1 to the Professional Services Agreement with Calvin, Giordano & Associates, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Calvin, Giordano & Associates, Inc., a corporation organized and existing under the laws of the State of FL held on the 3rd day of June, 2021 a resolution was duly passed and adopted authorizing (Name) Chris Giordano as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 7th day of May, 2021. Digitally signed by Dawn Dawn Hopkins Hopkins Date: 2024.05.08 07:53:42 Secretary:-04'00' Print: Dawn Hopkins 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 , 20_ a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Amendment No. 1 to the Professional Services Agreement with Calvin, Giordano & Associates, Inc. for Miscellaneous Engineering Services. CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20 Signed: Print: NOTARIZATION STATE OF Florida SS: COUNTY OF Broward The foregoing instrument was acknowledged before me this 8 day of May , 2024, by Chris Giordano , who is personally known to me or who has produced as identification and who (did / did not) take an oath. I'• Digitally signed by Sara R lSara B1U11.�ki' Date: in R L7 Date: 2024.05.08 08:22:44 -04'00' SIGNATURE OF NOTARY PUBLIC STATE OF PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC ,0rrf, •.,. Notary Public - State of Florida cr Commission # HH 336641 ,,o My Comm. Expires Mar 21, 2027 SARA R BLUMKIN Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Art Noriega V City Manager FROM: Annie Perez, CPPO Chief Procurement Officer/Director of Procurement DocuSigned by: 4 89540E1373CAC468... DATE: April 29, 2024 SUBJECT: Capacity Increase to Various Contracts REFERENCES Request for Qualifications ("RFQ") No. 19-20-012, 19-20-020, and 20-21- 011 RECOMMENDATION By this memorandum, the City of Miami ("City") Department of Procurement ("Procurement") on behalf of the Office of Capital Improvements ("OCI") is requesting to modify the Professional Services Agreements ("PSA") with the following City vendors (collectively the "Consultants"): 1) AECOM Technical Services, Inc., RES Florida Consulting, LLC d/b/a E Sciences, Gannett Fleming, SCS Engineers, Inc., Cherokee Enterprises, Inc., Langan Engineering and Environmental Services, LLC, and GHD Services, Inc., authorized pursuant to RFQ No. 19-20-012 for the provision of Miscellaneous Environmental Engineering Services; and 2) Tetra Tech, Inc, Moffatt & Nichol, Inc., Coastal Systems International, Inc., HDR Engineering, Inc., Cummins Cederberg Inc., and GHD Services, Inc., authorized pursuant to RFQ No. 19-20-020 for the provision of Miscellaneous Marine and Coastal Engineering Services; and 3) Stantec Consulting Services, Inc., Keith & Associates, Inc., CES Consultants, Inc., Metric Engineering, Inc., Jacobs Engineering, Inc., CHA Consulting, Inc., A.D.A. Engineering, Inc., Chen Moore and Associates, Inc., BCC Engineering, Inc., R.J. Behar & Company, Inc., Gannett Fleming, Inc., Calvin Giordano & Associates, Inc., Marlin Engineering, Inc., WSP USA Inc., WGI, Inc., HDR Engineering, Inc., HBC Engineering, Inc., EAC Consulting, Inc., EXP U.S. Services, Inc., and Nova Consulting, Inc. authorized pursuant to RFQ No. 20-21-011 for the provision of Miscellaneous Engineering Services. OCI recommends increasing the contract capacities of said PSAs by $500,000.00 for each firm, for a total contract capacity of $1,000,000.00 each, respectively. BACKGROUND The City entered into professional services agreements with the Consultants for miscellaneous engineering services for City projects. The PSAs were approved through the action of the City Manager in accordance with Section 18-87 of the Procurement Code for an amount not to exceed $500,000.00, respectively. Pursuant to the General Conditions of the PSA, Article 2.05, "Compensation," limits the compensation payable to the Consultants to an amount not to exceed $500,000.00, respectively, unless approved by action of the City Commission and put into effect by a written amendment to the PSA executed by all parties. The PSA further stipulated that no new work orders can be issued to the Consultants that would result in the existing approved compensation limits to be exceeded. The Consultants are actively rendering professional consulting services on various City projects such as complete planning and design services, permitting, construction documents, and post -design management services. Presently, there are over 100 active capital projects being managed by OCI which vary in size and complexity. Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Page 2 — Capacity Increase to Miscellaneous Engineering Services Contracts 19-20-12, 19-20-020, and 20-21-011 Natasha Colebrook -Williams To fulfill the funding needs for current and future projects, additional funding is required to increase the capacities of the PSAs with all the Consultants authorized pursuant to RFQs No. 19-20-012, 19-20-020, and 20-21-011. Therefore, OCI and Procurement recommend increasing the contract capacities of said PSAs currently under contract from the original $500,000.00 capacity to a new contract capacity of $1,000,000.00 for each Consultant. Your signature below indicates your approval of the departments' recommendation. ❑ Approved ❑ Denied —DocuSigned by: glegar Navit y, —850CF6C372DD42A... Art nionega v City Manager May 1, 2024 1 13:18:37 EDT Date: c: Natasha Colebrook -Williams, Deputy City Manager Larry Spring, CPA, Assistant City Manager/Chief Financial Officer Asael "Ace" Marrero, Assistant City Manager/Chief of Infrastructure Pablo R. Velez, Sr. Assistant City Attorney Hector Badia, Director, OCI Fernando V. Ponassi, MA Arch., MA PPA, LEED®AP, Assistant Director, Procurement PR24114 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 City of Miami Legislation Resolution Enactment Number: R-24-0228 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16008 Final Action Date:6/18/2024 A RESOLUTION OF THE MIAMI CITY COMMISSION, AUTHORIZING AN INCREASE IN CONTRACT CAPACITY BY AN AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00), THEREBY INCREASING CURRENT CONTRACT CAPACITY FROM AN AMOUNT OF FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) TO AN AMOUNT OF ONE MILLION DOLLARS ($1,000,000.00) FOR THE PROVISION OF ADDITIONAL WORK CONCERNING REQUEST FOR QUALIFICATIONS ("RFQ") NO. 19-20-012 PROFESSIONAL SERVICE AGREEMENTS ("AGREEMENTS") FOR MISCELLANEOUS ENVIRONMENTAL ENGINEERING SERVICES WITH AECOM TECHNICAL SERVICES, INC., CHEROKEE ENTERPRISES, INC., GANNETT FLEMING, INC., GHD SERVICES INC., LANGAN ENGINEERING AND ENVIRONMENTAL SERVICES, LLC, RES FLORIDA CONSULTING, LLC D/B/A E SCIENCES, AND STEARNS, CONRAD AND SCHMIDT, CONSULTING ENGINEERS, INC. D/B/A SCS ENGINEERS, RFQ NO. 19-20-020 AGREEMENTS FOR MISCELLANEOUS MARINE AND COASTAL ENGINEERING SERVICES WITH COASTAL SYSTEMS INTERNATIONAL, INC., CUMMINS CEDERBERG, INC., GHD SERVICES INC., HDR ENGINEERING, INC., MOFFATT & NICHOL, INC. AND TETRA TECH, INC., AND RFQ NO. 20-21-011 AGREEMENTS FOR MISCELLANEOUS ENGINEERING SERVICES WITH A.D.A. ENGINEERING, INC., BCC ENGINEERING, LLC, CALVIN, GIORDANO & ASSOCIATES, INC., CES CONSULTANTS, INC., CHA CONSULTING, INC., CHEN MOORE AND ASSOCIATES, INC., EAC CONSULTING, INC., EXP U.S. SERVICES, INC., GANNETT FLEMING, INC., HBC ENGINEERING COMPANY, HDR ENGINEERING, INC., JACOBS ENGINEERING GROUP INC., KEITH AND ASSOCIATES, INC., MARLIN ENGINEERING, INC., METRIC ENGINEERING INC., NOVA CONSULTING, INC., R.J. BEHAR & COMPANY, INC., STANTEC CONSULTING SERVICES INC., WGI, INC., AND WSP USA INC., ALL REGISTERED TO CONDUCT BUSINESS IN FLORIDA (COLLECTIVELY THE "CONSULTANTS"); ALLOCATING FUNDS FROM THE APPROPRIATE DEPARTMENTAL BUDGETS, SUBJECT TO THE AVAILABILITY OF FUNDS AND BUDGETARY APPROVAL AT THE TIME OF NEED; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE ANY AND ALL DOCUMENTS, INCLUDING ANY CONTRACT CAPACITY INCREASES, AMENDMENTS, RENEWALS, AND EXTENSIONS AND/OR REPLACEMENT CONTRACTS, SUBJECT TO ALL ALLOCATIONS, APPROPRIATIONS, PRIOR BUDGETARY APPROVALS, IN COMPLIANCE WITH ALL APPLICABLE PROVISIONS OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED ("CITY CODE"), INCLUDING THE CITY OF MIAMI PROCUREMENT ORDINANCE, ANTI -DEFICIENCY ACT, AND FINANCIAL INTEGRITY PRINCIPLES, ALL AS SET FORTH IN CHAPTER 18 OF THE CITY CODE, IN FORMS ACCEPTABLE TO THE CITY ATTORNEY, AND IN COMPLIANCE WITH ALL APPLICABLE LAWS, RULES, AND REGULATIONS, AS MAY BE DEEMED Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 NECESSARY FOR SAID PURPOSE. WHEREAS, the City of Miami ("City") Procurement Department ("Procurement"), on behalf of the City's Office of Capital Improvements ("OCI"), issued Request for Qualifications ("RFQ") No. 19-20-012 for the provision of Miscellaneous Environmental Engineering Services on November 1, 2019, RFQ No. 19-20-020 for the provision of Miscellaneous Marine and Coastal Engineering Services on August 7, 2020, and RFQ No. 20-21-011 for the provision of Miscellaneous Engineering Services on May 7, 2021, all under full and open competition, for an initial term of two (2) years, with an option to renew for two (2) additional one (1) year periods; and WHEREAS, thereafter the December 14, 2020 Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 19-20-012, that were deemed responsive and responsible per the minimum submission requirements of the same, resultant Professional Service Agreements ("Agreements") were executed with the following seven (7) firms: AECOM Technical Services, Inc., Cherokee Enterprises, Inc., Gannett Fleming, Inc., GHD Services Inc., Langan Engineering and Environmental Services, LLC, RES Florida Consulting, LLC d/b/a E Sciences, and Stearns, Conrad and Schmidt, Consulting Engineers, Inc. d/b/a SCS Engineers; and WHEREAS, after the February 12, 2021, Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 19-20-020 that were deemed responsive and responsible per the minimum submission requirements of the same, the resultant Agreements were executed with the following six (6) firms: Coastal Systems International, Inc., Cummins Cederberg, Inc., GHD Services Inc., HDR Engineering, Inc., Moffatt & Nichol, Inc., and Tetra Tech, Inc.; and WHEREAS, after the October 22, 2021, Evaluation Committee Meeting for evaluation of the proposals received for RFQ No. 20-21-011 that were deemed responsive and responsible per the minimum submission requirements of the same, the resultant Agreements were executed with the following twenty (20) firms: A.D.A. Engineering, Inc., BCC Engineering, LLC, Calvin, Giordano & Associates, Inc., CES Consultants, Inc., CHA Consulting, Inc., Chen Moore and Associates, Inc., EAC Consulting, Inc., EXP U.S. Services, Inc., Gannett Fleming, Inc., HBC Engineering Company, HDR Engineering, Inc., Jacobs Engineering Group Inc., Keith and Associates, Inc., Marlin Engineering, Inc., Metric Engineering Inc., Nova Consulting, Inc., R.J. Behar & Company, Inc., Stantec Consulting Services Inc., WGI, Inc., and WSP USA Inc.; and WHEREAS, the City Manager executed Agreements for the provision of Miscellaneous Environmental Engineering Services, Miscellaneous Marine and Coastal Engineering Services, and Miscellaneous Engineering Services in an amount of Five Hundred Thousand Dollars ($500,000.00) with each of the firms referenced herein, all registered to conduct business in Florida (collectively the "Consultants"); and WHEREAS, the current compensation limit is insufficient to address the costs associated with the outstanding and foreseeable future services needed by the City; and WHEREAS, it is in the best interest of the City to increase the existing capacities of the Agreements to accommodate outstanding and foreseeable future assignments; and WHEREAS, the proposed increase to the capacity of the Agreements by an amount of Five Hundred Thousand Dollars ($500,000.00) per Agreement, would increase the current capacity from Five Hundred Thousand Dollars ($500,000.00) to an amount of One Million Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Dollars ($1,000,000.00) per Agreement; and WHEREAS, pursuant to Section 18-87 of the Code of the City of Miami, Florida, as amended ("City Code"), any increase in the total compensation limit above Five Hundred Thousand Dollars ($500,000.00) requires City Commission approval; and WHEREAS, funds are to be allocated from the appropriate departmental budgets, subject to the availability of funds and budgetary approval at the time of need; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in this Section. Section 2. The increase in contract capacity by an amount of Five Hundred Thousand Dollars ($500,000.00), thereby increasing current contract capacity from an amount of Five Hundred Thousand Dollars ($500,000.00) to an amount of One Million Dollars ($1,000,000.00) for the provision of additional work concerning the respective Agreements executed with each of the corresponding Consultants pursuant to RFQ Nos. 19-20-012, 19-20-020, and 20-21-011, is hereby authorized.' Section 3. Funds shall be allocated from the appropriate departmental budgets, subject to the availability of funds and budgetary approval at the time of need. Section 4. The City Manager is authorized' to negotiate and execute any and all documents, including any contract capacity increases, amendments, renewals, and extensions and/or replacement contracts, subject to all allocations, appropriations, prior budgetary approvals, in compliance with all applicable provisions of the City Code, including the City's Procurement Ordinance, Anti -Deficiency Act, and Financial Integrity Principles, all as set forth in Chapter 18 of the City Code, in forms acceptable to the City Attorney, and in compliance with all applicable laws, rules, and regulations, as may be deemed necessary for said purpose. Section 5. This Resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: ge Wy' ng II I; C ty ' ttor -y 6/4/2024 Pursuant to the resolution, this item became effective immediately upon adoption by the Commission. 1 The authorization herein is further subject to compliance with legal regulations that may be imposed including, but not limited to, those prescribed by the applicable City Charter and City Code provisions. Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract Consultant Calvin Giordano & Associates, Inc. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 7 2.01 TERM 7 2.02 OPTIONS TO RENEW 7 2.03 SCOPE OF SERVICES 7 2:04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS 7 2.05 COMPENSATION 8 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 8 3.03 CONSULTANT KEY STAFF 8 3.04 TIME FOR PERFORMANCE 8 3.05 STANDARD OF CARE 9 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 9 ARTICLE 5 DEFAULT 9 5.01 GENERAL 9 5.02 CONDITIONS OF DEFAULT 10 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 10 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 10 ARTICLE 7 DOCUMENTS AND RECORDS 11 7.01 OWNERSHIP OF DOCUMENTS 11 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 11 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 11 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 12 ARTICLE 9 INSURANCE 13 9.03 FORMS OF COVERAGE 13 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 14 10.03 SUCCESSORS AND ASSIGNS 14 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 15 10.06 NOTICES 15 10.07 INTERPRETATION 16 10.16 INDEPENDENT CONTRACTOR 17 10.17 CONTINGENCY CLAUSE 18 10.18 THIRD PARTY BENEFICIARY 18 10.19 ADDITIONAL TERMS AND CONDITIONS 18 10.20 SEVERABILITY 18 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 11.01 EQUITABLE ADJUSTMENT 18 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 11.02 NON -APPROPRIATION OF FUNDS 18 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED 18 11.04 DAVIS-BACON ACT 19 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 19 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 19 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) 20 11.08 NOTIFICATION TO PERFORM WORK 20 11.09 BACKGROUND CHECKS 20 11.10 EQUAL EMPLOYMENT OPPORTUNITY 20 11.11 CLEAN AIR ACT 21 11.12 FEDERAL WATER POLLUTION CONTROL ACT 21 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT 21 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS 21 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) 21 11.16 PROCUREMENT OF RECOVERED MATERIALS 21 11.17 DHS, SEAL, LOGO, AND FLAGS 22 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS 22 11.19 ACCESS TO RECORDS 22 11.20 SUSPENSION AND DEBARMENT 22 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 22 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 23 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT 23 ATTACHMENT A - SCOPE OF WORK 27 ARTICLE Al GENERAL 27 A1.01 SCOPE OF SERVICES 27 A1.02 WORK ORDERS 30 A1.03 PAYMENTS 30 ARTICLE A2 BASIC SERVICES 30 A2.02 SCHEMATIC DESIGN 31 A2.03 DESIGN DEVELOPMENT 31 A2.04 CONSTRUCTION DOCUMENTS 32 A2.05 BIDDING AND AWARD OF CONTRACT 33 A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT 34 A2.07 TIME FRAMES FOR COMPLETION 36 ARTICLE A3 ADDITIONAL SERVICES 36 A3.01 GENERAL 36 A3.02 EXAMPLES 36 A3.03 ADDITIONAL DESIGN 37 ARTICLE A4 REIMBURSABLE EXPENSES 37 A4.01 GENERAL 37 A4.02 SUBCONSULTANT REIMBURSEMENTS 37 ARTICLE A5 CITY'S RESPONSIBILITIES 37 A5.01 PROJECT AND SITE INFORMATION 37 A5.02 CONSTRUCTION MANAGEMENT 38 SCHEDULE Al - SUBCONSULTANTS 39 SCHEDULE A2 - KEY STAFF 39 ARTICLE B1 METHOD OF COMPENSATION 40 B1.01 COMPENSATION LIMITS 40 B1.02 CONSULTANT NOT TO EXCEED 40 ARTICLE B2 WAGE RATES 40 B2.01 FEE BASIS 40 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 40 B2.03 MULTIPLIER 40 B2.04 CALCULATION 40 B2.05 EMPLOYEE BENEFITS AND OVERHEAD 40 B2.06 ESCALATION 41 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 41 B3.01 LUMP SUM 41 B3.02 HOURLY RATE FEES 41 B3.03 REIMBURSABLE EXPENSES 41 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 41 B3.05 FEES FOR ADDITIONAL SERVICES 41 B3.06 PAYMENT EXCLUSIONS 42 Miscellaneous Engineering Services 2 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT B3.07 FEES RESULTING FROM PROJECT SUSPENSION 42 ARTICLE B4 PAYMENTS TO THE CONSULTANT 42 B4.01 PAYMENTS GENERALLY 42 B4.02 FOR COMPREHENSIVE BASIC SERVICES 42 B4.03 BILLING - HOURLY RATE 42 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES 43 B4.05 DEDUCTIONS 43 ARTICLE B5 REIMBURSABLE EXPENSES 43 B5.01 GENERAL 43 B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS 43 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 43 B6.01 GENERAL 43 SCHEDULE B1 — WAGE RATES SUMMARY 44 SCHEDULE B2 — CONSULTANT INVOICE 45 REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 3 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI DEPARTMENT OF PROCUREMENT PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Engineering Services Contract Type Continuing Contract Consultant Calvin Giordano & Associates, Inc. Consultant's Office Location 10800 Biscayne Blvd., Suite 950, Miami, FL 33161 City Authorization Section 18-87, City of Miami Code Agreement Number 20-21-011/13 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 8th day of November in the year 2022 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Calvin Giordano & Associates, Inc., hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 20-21-011 on May 7, 2021, for the provision of Miscellaneous Engineering Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents ("Solicitation Documents"), and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. The Solicitation Documents are deemed as being attached hereto and incorporated by reference herein as supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies with the terms of this Agreement, this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, including, without limitation, City Code Section 18-87, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Engineering Services 4 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws, and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks the Director as defined in Section 1.12. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management 1.09 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.10 Consultant means the individual, partnership, corporation, association, joint venture, limited liability company, other recognized business entity, or any combination thereof, of properly registered professional architects, or engineers, or surveyors and mappers, as applicable, which has entered into this Agreement to provide professional services to the City. 1.11 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.12 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or in a Work Order, for this Agreement, the Director is the top administrator of the Office of Capital Improvements or their authorized designee. 1.14 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services and results in the need for the Contractor to perform corrective work, rework, or additional work or which causes a delay to the completion of construction. 1.15 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by the Consultant, which must be corrected in order for the project to function or be built as intended. 1.16 Federal Disaster Assistance means the collective multiple types of major disaster assistance in funding, personnel, equipment, facilities, goods, services, projects, grants, processes, coordination, resources, and other recovery assistance, and efforts created and authorized from time to time by the Federal Government. 1.17 Federal Government means the government of the United States of America. 1.18 Federal Requirements means collectively, the Robert T. Stafford Disaster Relief and Emergency Assistance Act, 42 U.S. C. 5121 et seq., as amended ("Stafford Act"), and all other federal rules, Miscellaneous Engineering Services 5 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT procurement thresholds, compliance, audit and reporting procedures, regulations, and guidelines established for Federal Disaster Assistance from time to time. 1.19 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.20 Key Personnel means Staff positions assigned on a full-time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.21 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.22 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by the Consultant which are necessary for the proper and/or safe operation of the Project or required to meet the Scope of Services. 1.23 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFQ, and in Attachment A of this Agreement. 1.24 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement or the construction of a project as a direct representative of the City. 1.25 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.26 Project means the design, construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.27 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/engineering services" or "professional services," as applicable, which are within this definition. 1.28 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ shall control. In the event of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.29 Resolution means the document constituting the official approval of the City Commission as required for the City Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.30 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.31 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.32 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18 87. 1.33 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered Miscellaneous Engineering Services 6 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.34 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.35 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.36 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.37 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. 2.01-1 Extension of Expiration Date: In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and shall remain in effect until completion or termination of said Project(s). New Work Orders shall not be issued after the expiration date. The City, by action of the City Manager or the City Manager's designee, reserves the right to automatically extend this Agreement for up to one hundred eighty (180) calendar days beyond the stated contract term, in order to provide City departments with continual service while a new agreement is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a specific number of days. Additional extensions over the first one hundred eighty (180) day extension may occur. Extensions shall comply with applicable approvals and regulations. 2.02 OPTIONS TO RENEW The City, by action of the City Manager or the City Manager's designee, shall have the option to renew the original term for two (2) additional periods of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission's authorization of this Agreement includes delegation of authority to the City Manager to administratively approve said options to renew provided that the compensation limits set forth in Article 2.05 are not exceeded. 2.03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. 2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS Prospective Firms must (shall) adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami Dade County as a Small Business Enterprise ("SBE"), formerly referred to as Community Busincss Enterprise ("CBE"), in good standing. 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the SBE requirements, visit the Miami Dade County, Internal Services Department website at http://www.miamidade.qov/smallbusiness/certification programs.ast_. Failure to adhere to these Agreement to be canceled. Miscellaneous Engineering Services 7 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 2.05 COMPENSATION 2.05-1 Compensation Limits: The amount of compensation payable by the City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, "Compensation and Payments," attached hereto; provided, however, that in no event shall the amount of compensation exceed Five -Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies. The City shall not have any liability, nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for Continuing Contracts, and other limitations on compensation, as applicable. 2.05-2 Payments: Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills authorized and approved for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. The Consultant shall utilize Attachment B, Schedule B2 - Consultant Invoice, for the submission of invoices. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said another person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to the work of said employees under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, based on qualifications of particular staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the City, if said Key Staff is in the Consultant's employ. The Consultant will obtain prior written approval from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or their designee with information required to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility or liability for the individual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed ("NTP") issued by the Director or their designee and to complete each assignment, task or phase within the time stipulated in the NTP. Time is of the essence with respect to performance of Work under this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. Miscellaneous Engineering Services 8 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Chapter 61G1, Chapter 471 (Engineering), and Chapter 481 (Architecture, Interior Design, and Landscape Architecture) of the Florida Statutes, as amended, and all regulations promulgated applicable to these professions. The Consultant represents to the City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy, and coordination of all designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services, which do not meet the standard of care as defined herein, without additional compensation. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications, or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule Al without prior written approval by the Director or designee, in response to a written request from the Consultant stating the reasons for any proposed change. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in the re -procurement of the Services, including consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured. Miscellaneous Engineering Services 9 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding herein required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such Default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, but no less than 30 days, after which time, the City may terminate the Agreement. The City, at its sole and absolute discretion, may allow additional days to perform any required cure if the Consultant provides written justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, in addition to delays beyond the reasonable control of the Consultant, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City (including specifically the City Manager or the Director acting administratively), has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation for the Services that were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge, or entitlement it may have, or will, have against the City, its officials or employees. The Consultant has voluntarily acknowledged the applicability of this Section by submitting a response to this solicitation. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the City's breach and afford the City sixty (60) calendar days to cure. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. Miscellaneous Engineering Services 10 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions, percentages, gifts, or other consideration paid to undisclosed lobbyists or agents. ARTICLE 7 DOCUMENTS AND RECORDS 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived therefrom, including all electronic digital copies, will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of this Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit Project sites for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference in connection with the City's use and occupancy of the Project. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) business days of cancellation, or within ten (10) business days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 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 City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the City to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the Miscellaneous Engineering Services 11 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS ("OCI") WHO IS ADMINISTERING THIS CONTRACT. 7.06 E-VERIFY Consultant shall utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Consultant during the term of the Agreement and shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement to likewise utilize the U.S. Department of Homeland Security's E-Verify system to verify the employment eligibility of all new employees hired by the Subconsultant during the Agreement term. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors, instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of services under this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions, injuries, or damages arising or resulting from the work, unless it is alleged that the City, its officials and/or employees were negligent. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel reasonably satisfactory to the City Attorney. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is determined 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 Miscellaneous Engineering Services 12 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, preserving to the fullest extent possible the intent and agreements of the parties as are set forth in this Section. The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify the City. The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the Consultant in which the City participated, either through review or concurrence of the Consultant's actions. In reviewing, approving, or rejecting any submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained and provided to the City all insurance required hereunder and the City's Risk Management Administrator also known as the Director of the Risk Management Department, or their authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Procurement Department and Risk Management Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained insurance of the type, amount, and classification required by these provisions, and in accordance with Insurance Exhibit C contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. The City reserves the right to require a certified copy of such policies, upon written request to Consultant, as it relates to claims filed under such policies. 9.03 FORMS OF 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. 9.03-1 Commercial General Liability and Automobile Liability: The Consultant shall maintain commercial general liability coverage written on a primary and non-contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for bodily injury and property damage. The coverage shall include Premises and Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favor of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-2 Business Automobile: The Consultant shall provide business automobile liability coverage including coverage for all owned, hired, and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.03-3 Professional Liability Insurance: The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This Miscellaneous Engineering Services 13 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 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 Umbrella Liability: The Consultant shall maintain Umbrella Liability with limits of at least $1,000,000 per occurrence, $2,000,000 policy aggregate. The Umbrella policy must be excess follow form over all corresponding liability policies contained herein. 9.03-5 Workers 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. 9.03-6 Subconsultant Compliance: The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 0, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and Section 18-102 of the City Code are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as it may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of a breach of any other provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. Written consent from the City shall not be unreasonably withheld. It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have no recourse from such termination. The City may require bonding, other security, certified financial statements and tax returns from any proposed assignee and the execution of an assignment/assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each bind one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. Miscellaneous Engineering Services 14 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification, herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must maintain an action to enforce the duty to indemnify the City. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by electronic mail, and registered United States mail, return receipt requested, addressed to the party for whom it is intended at the place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriega@miamigov.com Phone: 305-416-1025 Annie Perez, CPPO Director/Chief Procurement Officer Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez@miamigov.com Phone: 305-416-1910 Victoria Mendez City Attorney Office of the City Attorney, City of Miami 444 SW 2nd Avenue, 9th Floor Miami, Florida 33130-1910 Email: VictoriaMendez@miamigov.com Phone: 305-416-1832 With Copies to: Hector Badia Interim Director Office of Capital Improvements, City of Miami 444 SW 2nd Avenue, 8th Floor Miami, Florida 33130-1910 Email: HBadia@miamigov.com Phone: 305-416-1236 Calvin Giordano & Associates, Inc. Chris Giordano, MSC, CCM President 10800 Biscayne Blvd., Suite 950, Miami, FL 33161 Email: JMartinetti@cgasolutions.com Phone: 954-921-7781 Miscellaneous Engineering Services 15 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 10.07 INTERPRETATION The language of this Agreement has been agreed to by both parties to express their mutual intent and no rule of strict construction shall be applied against either party hereto. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as "herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, including all the subsections of such Section, unless the reference is made to a subsection or subparagraph of such Section or Article. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant, and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION - WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non -binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions in the agreements with all Subconsultants and/or independent contractors retained for the project(s), thereby providing for non -binding mediation as the primary mechanism for dispute resolution. Each party shall bear their own attorney's fees. In an effort to expedite the conclusion of any litigation, the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations, and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this Agreement. 10.12.1 Non -Discrimination: The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, 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, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. Miscellaneous Engineering Services 16 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 10.12.2 OSHA Compliance: The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The City reserves the right to refuse the Consultant's access to City property, including project jobsites, if the Consultant's employees are not properly equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-compliance with safety regulations is exhibited by the Consultant. 10.12.3 ADA Compliance: The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise or affiliation between the parties. The Consultant has no authority to bind the City to any promise, debt, default, contract liability, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06, Notices. Upon receipt of said notification, the Director of OCI shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) It has first received City Manager's written decision, approved by City Commission if applicable; or (ii) A period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the City in this regard. Miscellaneous Engineering Services 17 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no additional terms, or conditions, which materially or substantially vary, modify or alter the terms or conditions of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. 10.20 SEVERABILITY If any term or provision of this Agreement, or combination of the same, is in violation of any applicable law or regulation, or is unenforceable or void for any reason, such term, provision, or combination of same shall be modified or reformed by the court to the minimum extent necessary to accomplish the intention of the entire Agreement to the maximum extent allowable, under any legal form, without violating applicable law or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply whether 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 the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as an original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. ARTICLE 11 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 11.01 EQUITABLE ADJUSTMENT The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Successful Bidder's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Successful Bidder that continued performance of the contract would results in a substantial loss. Successful Bidder might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. 11.02 NON -APPROPRIATION OF FUNDS In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the City, upon written notice to the Successful Bidder or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the City. No guarantee, warranty or representation is made that any project(s) will be awarded to any firm(s). 11.03 SUBCONTRACTORS OF WORK SHALL BE IDENTIFIED As part of the ITQ, the Bidders are required to identify any and all Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subcontractor. Failure to identify any and all subcontractors in the Bid shall render the Bid non -responsive, unless the Successful Bidder submits this documentation to the City within five (5) working days after the bid opening. Miscellaneous Engineering Services 18 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT The Successful Bidder shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subcontractor(s) not originally mentioned in their Bid, except under and by virtue of permission granted by the City through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subcontractor(s) and the City. The Successful Bidder shall be fully responsible to the City for the acts and omissions of the Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Successful Bidder. 11.04 DAVIS-BACON ACT Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Each Bidder shall use the Federal Wages reflected in Wage General Decision Number- FL 180260 01/12/2018 FL260 in developing its bid for this project. The selected bidder/contractor shall be required to provide certified payroll records documenting the work performed on this project. Wage General Decision Number- FL 180260 01/12/2018 FL260 can be found in the Header/Attachment Section under Attachment A. 11.05 COMPLIANCE WITH THE COPELAND "ANTI -KICKBACK" ACT 1) The Contractor shall comply with 18 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into this contract. 2) The Contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. 3) A breach of the contract clauses above may be grounds for termination of the contract, and for debarment as a Contractor and subcontractor as provided in 29 C.F.R. § 5.12. 11.06 COMPLIANCE WITH THE CONTRACT WORK HOURS & SAFETY STANDARDS ACT 1) Overtime Requirements: No Contractor or subcontractor contracting for any part of the contract work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty (40) hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one half time the basic rate of pay for all hours worked in excess of forty (40) hours in such workweek. 2) Violation; liability for unpaid wages; liquidated damages: In the event of any violation of the clause set forth in paragraph (1) of this section, the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States (in case of the work done under contract for the District of Columbia or a territory, to such District or to such territory), for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (1) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty (40) hours without payment of the overtime wages required by the clause set forth in paragraph (1) of this section. 3) Withholding for unpaid wages and liquidated damages: The City of Miami shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same Contractor, or any other federally -assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4) The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and also a clause requiring the subcontractors to include these Miscellaneous Engineering Services 19 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT clauses in any lower tier subcontract. The Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. 11.07 PARTS AT PASS -THROUGH COST (FOR REPAIRS OUTSIDE THE SCOPE OF WORK) All cost for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Successful Bidder's actual cost and will be passed on to the City without markup or any additional fees. The Successful Bidder shall submit purchase receipt of parts along with the labor invoice for payment. The Successful Bidder shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. 11.08 NOTIFICATION TO PERFORM WORK The Successful Bidder shall notify the Project Manager when an employee is on the property and for what purpose. 11.09 BACKGROUND CHECKS The Successful Bidder shall be required to comply with the background screening specifications as listed in the Jessica Lunsford Act, Florida Statue § 1012-32. The law requires that before contract personnel are permitted access on grounds when children are present, or if they will have direct contact with children, or have access to or control of school funds, they must have completed Level Two (2) screening requirements. Prior to commencement of the project, the Successful Bidder shall provide Level Two (2) background screening results for all employees completing the work on park grounds. 11.10 EQUAL EMPLOYMENT OPPORTUNITY During the performance of any resulting contract from an ITQ, the Contractor agrees as follows: 1) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and the employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: Employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3) The Contractor will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representative of the Contractor's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders. 6) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or Miscellaneous Engineering Services 20 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions as may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law. 7) The Contractor will include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or order of the Secretary of Labor issued pursuant to section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance: Provided, however, That in the event a Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Contractor may request the United States to enter into such litigation to protect the interests of the United States. 11.11 CLEAN AIR ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.12 FEDERAL WATER POLLUTION CONTROL ACT 1) The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.1251 et seq. 2) The Contractor agrees to report each violation to the City of Miami and understands and agrees that the City of Miami will, in turn, report each violation as required to assure notification to the Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3) The Contractor agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. 11.13 NO OBLIGATION BY FEDERAL GOVERNMENT The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. 11.14 PROGRAM FRAUD & FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS The Contractor acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Contractor's actions pertaining to this contract. 11.15 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (AS AMENDED) Bidders who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non -Federal funds that take place in connection with obtaining any Federal award. Such disclosures are forwarded form tier to tier up to the recipient. Please refer to each ITQ for Federally Funded projects for the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Bidders to return this form signed along with their bid. 11.16 PROCUREMENT OF RECOVERED MATERIALS 1) In the performance of this contract, the Contractor shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired. Miscellaneous Engineering Services 21 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT a. Competitively within a timeframe providing for compliance with the contract performance schedule. b. Meeting contract performance requirements; or c. At a reasonable price. 2) Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site, https://www.epa.gov/smm/comprehensive- procurement-guideline-cpg-program. 11.17 DHS, SEAL, LOGO, AND FLAGS The Contractor shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. 11.18 COMPLIANCE WITH FEDERAL LAW, REGULATIONS, AND EXECUTIVE ORDERS This is an acknowledgement that FEMA financial assistance may be used to fund this contract. The Contractor will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. 11.19 ACCESS TO RECORDS 1) The Contractor agrees to provide the Project Manager assigned by the City of Miami, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2) The Contractor agrees to permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3) The Contractor agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. 11.20 SUSPENSION AND DEBARMENT 1) This contract is a covered transaction for purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Contractor is required to verify that none of the Contractor, its principals (defined at 2 C.F.R. § 180.995), or its affiliates (defined at 2 C.F.R. § 180.905) are excluded (defined at 2 C.F.R. § 180.940) or disqualified (defined at 2 C.F.R. § 180.935). 2) The Contractor must comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C and must include a requirement to comply with these regulations in any lower tier covered transaction it enters into. 3) This certification is a material representation of fact relied upon by City of Miami. If it is later determined that the Contractor did not comply with 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C, in addition to remedies available to the State of Florida, and the City of Miami, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. 4) The Contractor agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period of any contract that may arise from this offer. The Contractor further agrees to include a provision requiring such compliance in its lower tier covered transactions. 11.21 UNITED STATES HOUSING AND URBAN DEVELOPMENT; CDBG-MIT 1) If this contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, then it shall be subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2) Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the contractor, the contractors investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. Miscellaneous Engineering Services 22 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT 11.22 SECTION 3 OF THE HOUSING AND URBAN DEVELOPMENT ACT OF 1968 1) The work to be performed under this contract may be subject to the requirements of Section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (Section 3). The purpose of Section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by Section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2) The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implement Section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3) The contractor agrees to send to each labor organization or representative of workers with which the contractor has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractors commitments under this Section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the Section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4) The contractor agrees to include this Section 3 clause in every subcontract subject to compliance with regulations in 24 CFR part 135, and agrees to take appropriate action, as provided in an applicable provision of the subcontract or in this Section 3 clause, upon a finding that the subcontractor is in violation of the regulations in 24 CFR part 135. The contractor will not subcontract with any subcontractor where the contractor has notice or knowledge that the subcontractor has been found in violation of the regulations in 24 CFR part 135. 5) The contractor will certify that any vacant employment positions, including training positions, which are filled (1) after the contractor is selected but before the contract is executed, and (2) with persons other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the contractor's obligations under 24 CFR part 135. 6) Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7) With respect to work performed in connection with Section 3 covered Indian housing assistance, Section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of Section 3 and Section 7(b) agree to comply with Section 3 to the maximum extent feasible, but not in derogation of compliance with Section 7(b). 11.23 RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION Miscellaneous Engineering Services 23 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: Calvin Giordano & Associates, Inc., a Florida Profit Corporation Digitally signed by Jessica V Jessica V Koehler Koehler Date: 2022.09.26 15:14:32 -04'00' Christopher B Giordano Digitally signed by Christopher B Giordano Date: 2022.09.26 20:06:41 -04'00' Signature Signature Jessica Koehler, Dir of Proposal Management Chris Giordano, President Print Name, Title Print Name, Title ATTEST: (Corporate Seal) N° &q Dawn Hopkins Digitally signed by Dawn Hopkins - w' ', O Date: 2022.09.2615:17:06-04'00' _ O CORPORATE C� ;_ SEAL !m= -:"..-_,A... 1985 :'.0) FOIP.P.'�\ iiiiiiinnO°'\ Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: ,—DocuSigned by: E46D7560DCF1459... Todd B. Hannon, City Clerk APPROVED AS TO INSURANCE REQUIREMENTS: DocuSigned by: F bwtt,/j 111 27395C6318214E7... Ann Marie Sharpe, Director CITY OF MIAMI, a municipal corporation of the State of Florida itutQ--DocuSigned by: DocuSi(lned L y ' Nori y 850CF6C372DD42A.. Arthur Noriega V, City Manager APPROVED AS TO LEGAL FORM AND CORRECTNESS: ,—DocuSigned by: F1EF90AF6FED457... victoria ivienaez, lity Attorney Risk Management Department (Matter 22-630) (—DS Miscellaneous Engineering Services 24 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of Calvin, Giordano & Associates, Inc. , a corporation organized and existing under the laws of the State of FL , held on the 3rd day of June 2021 a resolution was duly passed and adopted authorizing (Name) Chris Giordano as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this 26 day of September, 2022 . Digitally signed by Dawn Hopkins Secretary: Dawn Hopkins pate: 2022.09. 15:1734-04'00� Print: Dawn Hopkins CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the day of , , a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of , 20 Partner: Print: Names and addresses of partners: Name Street Address City State Zip Miscellaneous Engineering Services 25 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint venture agreement, each member of the joint venture must sign this Agreement and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) , individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_ Signed: Print: NOTARIZATION STATE OF Florida ) SS: COUNTY OF Broward ) The foregoing instrument was acknowledged before me this 26 day of September 20 22 , by Chris Giordano ,who is personally known to melor who has produced as identification and who (did / did not) take an oath. Digitally signed by Sara R Sara R Blumkin Blumkin Date: 2022.09.26 15:20:43 -04'00' SIGNATURE OF NOTARY PUBLIC STATE OF SARA R. BLUMNJN Notary Public - State of Florida Commission # GG 278621 My Comm. Expires Mar 21, 2023 PRINTE NAME OF NOTARY PUBLIC Miscellaneous Engineering Services 26 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The City has procured a qualified and experienced engineering firm to provide Miscellaneous Engineering Services, under the direction of the Office of Capital Improvements ("OCI"), and in accordance with all applicable laws, building and environmental regulations, including code requirements for the State of Florida, Miami -Dade County, and the City, and the Scope of Services contained in this RFQ. The Proposer and its Subconsultants must be able to perform every element and task included in, but not limited to, those outlined in Section A1.01, "Scope of Services." The Consultant has been selected in accordance with Section 287.055 of the Florida Statutes, CCNA, as amended. A1.01 SCOPE OF SERVICES The Consultant shall provide full design services including, but not limited to, complete planning and design services; evaluation of proposed alternatives; public meetings; detailed assessments and recommendations; cost estimates; opinions of probable construction cost; review of work prepared by subconsultants and other Consultants; field investigations and observations; post design services; construction documents, construction administration services, as well as any and all required reports for the Project at the request of the Agency. The following disciplines are required: Civil Engineering, Structural Engineering, Environmental Engineering, Marine & Coastal Engineering, Mechanical, Electrical, and Plumbing (MEP) Engineering, Surveying and Mapping, and Construction Engineering and Inspection (CEI) Services. Consultants shall apply for, process, and obtain permits from various environmental regulatory agencies having jurisdiction including, but not limited to, the Miami -Dade County Division of Environmental Resources Management ("DERM"), Department of Environmental Protection ("DEP"), Federal Emergency Management Agency ("FEMA"), the Department of Homeland Security ("DHS"), the U.S. Department of Housing and Urban Development (US HUD), and Army Corps of Engineers ("ACOE"), as required for City projects. The Professional Service Agreement (PSA or Agreement) may detail the deliverables that will be required of the Consultant. A detailed scope of work will be developed for each work order issued. Projects will typically be issued on a rotational basis factoring in amount of dollars awarded to any member of the pool as a result of this solicitation, performance of previous work orders issued, and expertise and experience to assume new work orders to be assigned. The Successful Proposer shall provide one or more of the following services, among others, in an on -going and as -needed basis with respect to various project sites to be identified by the City. Further details concerning the Scope of Services will be detailed in the ensuing Agreements and will be further specified and clarified in Work Order Proposals solicited as project sites are identified. It is anticipated that the Proposer's team will consist of the following disciplines: Project Manager The Project Manager shall be responsible for execution and compliance of projects. Civil Engineering The Successful Proposer(s) will be required to provide: ■ Roadway reconstruction or resurfacing ■ Drainage improvements; storm water management ■ Sea level rise and resilience ■ Swale restoration ■ Curbs, gutters, sidewalks, and lighting improvements ■ Landscaping ■ Traffic calming devices; seawalls and baywalks ■ Signage and striping ■ Verification of City's Pavement Analysis Report within the Project area ■ Digital recording of existing conditions in the Project area ■ Completing any survey, geotechnical, and utility coordination required to produce complete sets of signed and sealed construction documents, specifications and estimate of probable construction costs Project management of multi -scale civil engineering planning and design projects, and oversight of the work of other consultants Miscellaneous Engineering Services 27 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Structural Engineering The Successful Proposer(s) will be required to provide: ■ Building construction, renovations, modifications, and alteration design specifications ■ Structural analysis and engineering design ■ Marine structural engineering (seawall, marinas, and piers) ■ Feasibility studies and assessments ■ Strength of materials analysis ■ Steelwork/aluminum design ■ Timber design ■ Foundation engineering ■ Concrete design ■ Forensic engineering ■ Materials engineering ■ 40-year Certification Reports for existing facilities ■ Project management of multi -scale structural engineering planning and design projects, including management, coordination, and oversight of the work of other consultants Environmental Engineering The Successful Proposer(s) will be required to provide: ■ Environmental Engineering (as it relates to Asbestos, Lead -Based Paint and mitigation of hazardous chemicals and related materials) ■ Environmental compliance audits (i.e., in accordance with ISO 14001) ■ Environmental Site Assessments (including a Phase I and Phase II) ■ Site surveying, field sample collection and analysis such as soil, water ■ Hazardous material investigations ■ Air monitoring analysis and reporting during construction activities ■ Implementation/installation of multi -phase treatment systems and associated monitoring equipment ■ Complex environmental restoration and rehabilitation ■ Contamination assessment, remedial action plan design and implementation source removal and reporting ■ Post remedial and monitoring services ■ Operations and maintenance (O&M) programs ■ Best management practices and regulatory liaison activities ■ Asbestos and Mold mitigation and abatement activities ■ Obtaining approval of all required and applicable permits ■ Advising the City regarding methods of work and sequences of operations for environmental engineering projects Project Management of multi -scale environmental engineering planning and design projects, including management, coordination, and oversight of the work of other consultants Marine and Coastal Engineering ■ The Successful Proposer(s) will be required to provide: ■ Marine and Coastal Engineering ■ Environmental Engineering (as it relates to Marine and Coastal Engineering work) ■ Biological and environmental assessments of coastal areas ■ Bathometric and upland surveys, geotechnical ■ Project management of multi -scale Engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. Mechanical, Electrical, and Plumbing (MEP) Engineering ■ The Successful Proposer(s) will be required to provide: Services shall support new construction, remodeling/renovation, and building assessment of community centers, fire stations, marinas, aquatic facilities, parks facilities, and public safety facilities for governmental, institutional, or recreational projects ■ Surveying existing sites, when as -built drawings are not available ■ Designing service requirements for premises ■ Producing construction drawings and documents, including specifications and supplementary documents necessary for the execution and completion of projects ■ Developing plans for mechanical, electrical, lighting, Heating, Ventilation and Air Conditioning (HVAC), generators, fire detection/fighting and plumbing and pipe systems Miscellaneous Engineering Services 28 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 • Selecting and specifying equipment, materials, finishes, fixtures, fittings, and accessories • Supplying information, drawings, and documents, pertaining to the project to other Consultants/Lead Consultant and Contractors for the execution of projects • 40-year Certification Reports for existing facilities • Permitting process support • Checking and verifying Contractors' and Suppliers' billing in accordance with the quantities installed and/or material delivered Conducting Top Supervision, or Continuous Supervision if required as additional Scope of Work, including issuing instructions to Contractors to ensure that projects are completed in accordance with the specifications Project management of multi -scale MEP engineering planning and design projects, including management, coordination, and oversight of the work of other consultants. Surveying and Mapping Services • The Successful Proposer(s) will be required to provide: • Photogrammetry • Boundary surveys • As -built drawings • Preparation of legal descriptions for public right-of-way acquisitions • Preparation of plats and maps • Certification of tentative and final plats for compliance to City Code, Miami -Dade County Code and State of Florida statutory requirements • Establishment of vertical project network controls • Establishment of alignment and right-of-way lines • Topographic surveys • Construction layouts • Drainage surveys • Designation and location of underground utilities • Utility coordination • Water boundary surveys Construction Engineering and Inspection Services (CEI Services) The Successful Proposer(s) will be required to provide: Engineering and other technical personnel to the City to provide CEI Services for the administration of Projects as assigned by the City • Provide all necessary vehicles, equipment (including field testing equipment), and personnel to perform the Services required under the proposed Agreement • Proof of licenses will be required for testing equipment and the personnel operating the testing equipment • Proof of licenses will need to be furnished to the City upon request • Perform CEI in accordance with all applicable laws and building regulations, including, but not limited to, the City of Miami Public Works Specifications and Design Standards, Miami - Dade County standards, and Division II and III of the FDOT Standard Specifications for Road and Bridge Construction dated 2013 (including all supplemental specifications current at the time of bidding), and all other requirements set forth in the proposed Agreement Coordinate the activities of all parties involved in completing the project. Coordination includes, but is not limited to: ❖ Maintaining records of all activities and events relating to the project ❖ Providing verification of Quality Control tests ❖ Documenting all significant project changes ❖ Checking for errors and omission, and interpreting plans, specifications, and contractual requirements ❖ Assisting in claims and dispute resolution ❖ Public information services ❖ Managing pre -construction and construction progress meetings, and preparing and disseminating meeting minutes • Sampling, Inspections and Testing: Levels of testing will be defined in the project specifications and in accordance with the American Society for Testing and Materials, Underwriter Laboratories and/or other applicable industry standards • Stored material/equipment review Miscellaneous Engineering Services 29 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ■ Project photo and video documentation ■ Record Drawing review ■ Maintain progressive list of items requiring correction ■ Notification of accident, damage, or injury ■ Review and Response of resident complaints ■ Coordination, review, and Response of RFIs, field directives, and change Response requests ■ Change order management ■ Pay application review ■ Substantial completion inspection ■ Final completion and inspection ■ Project close-out A1.02 WORK ORDERS When OCI has determined that the Project is to proceed, the Director or authorized designee will request in writing a Work Order Proposal from the Consultant based on the proposed Scope of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director or designee, and others, if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal following the format provided by the City, indicating the proposed Scope of Services, time of performance, staffing, proposed fees, Subconsultants, and deliverable items and/or documents. The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal, OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. Upon approval, OCI will issue a written Notice to Proceed (NTP) subsequent to approval of the Work Order by the Director or designee. A1.03 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete engineering services as set forth in the tasks enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified in this Agreement. Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by the City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Chapter 471 of the Florida Statutes and Rules 61G15-18 through 61G15-37 of the Florida Administrative Code. Consultant shall perform due diligence, in accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services which do not meet the standard of care as defined in the Agreement. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs, drawings, specifications, or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01-1 Consultant shall confer with representatives from the City, the Project Manager, and other jurisdictional agencies to develop several options for how the various elements of the project will be designed and constructed. Miscellaneous Engineering Services 30 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives from the City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of Construction Documents. For clarity of scope, the items that need further development will be called Conceptual and the remaining items will be called Designs. A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided to support the presentation materials. A2.01-4 The Consultant shall hire the appropriate subcontractor to provide surveying services which are not in-house. Such surveys shall include the location of all site structures including all utility structures and facilities. The Consultant shall also engage a soil testing firm to perform soil borings and other tests required for new construction work. The extent to which this work will be needed shall be based on the surveying and soil borings performed previously by the City. Cost of the surveyor and soil engineering firm shall be billed as reimbursable expenses. A2.02 SCHEMATIC DESIGN A2.02-1 Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructability Review reports. A2.02-2 Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single -line diagrams. A simple perspective rendering, or sketch, model or photograph thereof may be provided to further show the design concept. A2.02-3 A Statement of Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall be in sufficient detail to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be adjusted to the projected bid date. Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional familiar with the local construction industry. A2.02-4 The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A2.02-5 Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. The Consultant shall provide five additional deliverable plan sets for distribution, by the City, to others for this purpose. There shall be an established deadline for review report submission back to the City. The Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, the City may coordinate Constructability Review meetings with some or all the reviewers with the Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, the City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by the City. Any findings as a result of said Peer Review would be addressed by the Consultant, and if requested by the City, would be incorporated into the design documents, at no additional cost to the City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Miscellaneous Engineering Services 31 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Project Development Schedules, updated Statements of Probable Construction Costs, and a review of Constructability Review reports. A2.03-1 The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. A2.03-2 Design Development consists of continued development and expansion of architectural and/or civil Schematic Design Documents to establish the final scope, relationships, forms, size, and appearance of each element through: ■ Plan sections and elevations ■ Typical construction details ■ Final materials selection ■ Construction phasing plan A2.03-3 The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. A2.03-4 Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. A2.03-5 Constructability Review reports. A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall include the following: ■ A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. ■ The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. ■ An updated Statement of Probable Construction Cost in CSI format. ■ Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. ■ A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions and "1" ■ Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cost. ■ Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary in response to the review commentary. The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in .pdf format. Miscellaneous Engineering Services 32 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A2.04-1 Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation of Construction Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit'). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2.04-2 Dry Run Permitting: The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having authority over the Project by law or contract with the City and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CITP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, plt, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and .doc formats" A2.05 BIDDING AND AWARD OF CONTRACT A2.05-1 Bid Documents Approvals and Printing: Upon obtaining all necessary approvals of the Construction Documents, from authorities having authority, acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids, preparing and awarding the construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.05-2 Issuance of Bid Documents, Addenda and Bid Opening • The City shall issue the Bid Documents to prospective bidders and keep a complete List of Bidders. • The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. • The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. • The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings. • The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award: The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: • Approve an increase in the Project cost and award a Contract. • Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant. • Direct the Consultant to revise the scope and/or quality of construction and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to soliciting bids. • Suspend, cancel, or abandon the Project. Miscellaneous Engineering Services 33 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 NOTE: Regarding scope revisions, the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase will begin with the award of the construction contract and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, the Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective Subconsultants shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities having authority. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or Subconsultants will not be required to make extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes. The Consultant and Subconsultants will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work. The Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06-4 The Consultant shall furnish the City with a written report of all observations of the Work made by the Consultant and require all Subconsultants to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work, on forms furnished by the City, and shall submit them in a timely manner. The Consultant and the Subconsultants shall ascertain that the Work is acceptable to the City. The Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional reduction in Construction Administration fees paid to the Consultant. A2.06-5 ■ Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to. ■ A detailed evaluation of the Work for conformance with the contract upon substantial completion. ■ The results of any subsequent tests required by the contract. ■ Minor deviations from the contract correctable prior to completion. ■ Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Miscellaneous Engineering Services 34 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance there under. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes, and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.06-7 The Consultant shall have the authority to recommend rejection of Work, which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to ensure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project or installed and completed. A2.06-8 The Consultant shall promptly review and approve, reject, or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. The Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70. A2.06-9 The Consultant shall initiate and prepare required documentation for changes as required by the Consultants own observations or as requested by the City and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation, or proposed action along with an analysis and/or study supporting such recommendation. A2.06-10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch list of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Section 218.735, Florida Statutes. Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting, and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall furnish to the City the original documents, including drawings, revised to "as -built" conditions based on information furnished by the Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certifications required Miscellaneous Engineering Services 35 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 under this Agreement including the contents of "as -built" documents are conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization," "Change Order," "Request for Information," substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor for its convenience shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.06-13 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2.06-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 TIME FRAMES FOR COMPLETION Time frames for completion of the several steps required to complete any given assignment, from Development of Objectives through and including Construction Contract Administration, will be determined at the time each Work Order is assigned to the Consultant by the City. ARTICLE A3 ADDITIONAL SERVICES A3.01 GENERAL Services categorized below as "Additional Services" may be specified and authorized by City and are normally considered to be beyond the scope of the Basic Services. Additional Services shall either be identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager and will be compensated for as provided in Attachment B, Article B3.05, Fees for Additional Services. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following: A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & Testing: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as - built documentation are not additional services. A3.02-4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting, and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. A3.02-5 Major Revisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration, or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. Miscellaneous Engineering Services 36 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and Additional Services and consist of actual, direct expenditures made by the Consultant and the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. A4.01-1 Communications Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between the Consultant's various permanent offices and Subconsultants. The Consultant's field office at the Project site is not considered a permanent office. Cell phones will not be considered as reimbursable expenses under this agreement. A4.01-2 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant's part of the work, set forth in this Agreement. A4.01-3 Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs approved by the Project Manager. A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the Consultant. A4.01-5 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. A4.01-6 Other: Items not indicated in Article A4, Reimbursable Expenses, when authorized by the Project Manager. A4.02 SUBCONSULTANT REIMBURSEMENTS Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant 's agreement provides for reimbursable expenses and when such agreement has been previously approved, in writing, by the Director and subject to all budgetary limitations of the City and requirements of this Agreement. ARTICLE A5 CITY'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION City, at its expense and as far as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. Miscellaneous Engineering Services 37 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01-1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. A5.02 CONSTRUCTION MANAGEMENT A5.02-1 During construction, Consultant and the Project Manager shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor. A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK Miscellaneous Engineering Services 38 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Alan Gerwig & Associates, Inc. Structural Engineering Coastal Systems International, Inc. Marine & Coastal Engineering Nutting Engineers of Florida, Inc. Geotechnical Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Chris Giordano, MSC, CCM Principal In Charge Jenna Martinetti, PE Project Manager Nicholas Kanelidis, PE Lead Engineer Maged Guirguis, PE Sr. Civil Engineer Jorge Cervantes, PE Sr. MEP Engineer Erik Padron, PE Sr. Construction Engineering & Inspection Alan L. Gerwig, PE, LEED AP Sr. Structural Engineer Heidi Belle Henderson Sr. Environmental Engineer R. Harvey Sasso, PE Sr. Marine & Coastal Engineer Steve Watts, PSM Sr. Surveying and Mapping Engineer Miscellaneous Engineering Services 39 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS ARTICLE B1 METHOD OF COMPENSATION The fees for Professional Services for each Work Order shall be determined by one of the following methods or a combination thereof, at the option of the Director or designee, with the consent of the Consultant. a) A Lump Sum as defined in Article B3.01, Lump Sum. b) An Hourly Rate as defined in Article B3.02, Hourly Rate Fees, and at the rates set forth pursuant to the same. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2.05-1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional interns, designers, CADD technicians, project managers, GIS and environmental specialists, specification writers, clerical/administrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative, and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff, and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones, and deliverables identified under the Scope of Work as exemplified in Schedule B1 - Wage Rates Summary. B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e.g., sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance, and unemployment Miscellaneous Engineering Services 40 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 benefits), and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement. B2.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum Compensation: Compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees: Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost, or expense above this figure. B3.02-2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify, and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices, and/or copies of cancelled checks. B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES The design of additive and deductive alternates contemplated as part of the original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the Director and the Consultant. B3.05 FEES FOR ADDITIONAL SERVICES The Consultant may be authorized to perform Additional Services for which additional compensation and/or Reimbursable Expenses, as defined in this Agreement under Article A4 and B3.03 respectively, may be Miscellaneous Engineering Services 41 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-I mprovements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.05-1 Determination of Fee: The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.05-2 Procedure and Compliance: An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. B3.05-3 Fee Limitations: Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and Subconsultant costs, the Consultant will apply the multiplier of one (1.0) time the amount expended by the Consultant. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found at the end of this document. Failure to submit an invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, taken together, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING - HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. Miscellaneous Engineering Services 42 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under this Agreement. B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. B5.01-3 Communication Expenses: Identifiable communication expenses approved by the Project Manager, long distance telephone, courier, and express mail between Consultant and Subconsultants. B5.01-4 Reproduction, Photography: Cost of printing, reproduction, or photography, beyond that which is required by or of the Consultant to deliver services, set forth in this Agreement. All reimbursable expenses must be accompanied by satisfactory documentation. B5.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5, Reimbursable Expenses, herein. ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees, or documents being required and without recourse for such re -use. END OF SECTION Miscellaneous Engineering Services 43 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE ADJUSTED AVERAGE HOURLY RATE (2.9 Home Multiplier Applied) ADJUSTED AVERAGE HOURLY RATE (2.4 Field Multiplier Applied) Principal* $187.55 Project Manager $70.75 $205.18 $169.80 Lead Engineer $52.40 $151.96 $125.76 Sr. Civil Engineer $57.69 $167.30 $138.46 Sr. Structural Engineer $70.00 $203.00 $168.00 Sr. Environmental Engineer $60.00 $174.00 $144.00 Sr. Marine and Coastal Engineer $60.00 $174.00 $144.00 Sr. Mechanical, Electrical, and Plumbing (MEP) Engineer $61.30 $177.77 $147.12 Sr. Surveying and Mapping Services $72.76 $211.00 $174.62 Sr. Construction Engineering and Inspection (CEI) Engineer $72.76 $211.00 $174.62 Civil Engineer $50.40 $146.16 $120.96 Civil Engineer $50.40 $146.16 $120.96 CADD Technician $30.77 $89.23 $73.85 (*) Flat rate, no multipliers applied. END OF SECTION Miscellaneous Engineering Services 44 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE oF CffY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS tOCO CONSULTANT STANDARD INVOICE ATTN: From: f Man DF Captal rrrprm*r. - - - --- SW and Avenue - Sth Floc( M-ml.FL33130 NOTE: pro goo►w;ser- NIP RN.±m1e.I...r. PI•rN P.oer ivavrp b e oel am nonl Err, Apace ...Ad PI Prod b • P,4eKwl d!n 4m-u*w PUrCRJBN OCOST NO Sutra Mo l7'+owned 4.01M14 Wort Omar No Invoice IAa11(>af. I moo* Dab: wean CO, OOOO Pa( moos PNOW = Fnpm To: Ncral X MCC Weal r,s CODC Contract NO C of tract TUt1r: Pro:vitt H0. Project N91n.. —_ �tMRGE CONTRACT mammy it COUPLETS ramAL EARNED , PREVIOUSLY ow o ic ED C UR RENT INVOICE AMOUNT TO OA ie*R,arc Orson ,So deap. Otre00 +M :rt1 5 a0%% CONTJCSVI aau-,e,t1, CD' 5 Id%^K .60.N.O 16C08 COI 5 SO% conzpocarocco"ente,t col 5 tXpM ConSrr+ctrx CVClr+ret T00% CO) 5 pry Roo PY.-, Crq faa,q sr .Ian P!r05e CCRSTUCW Mr, rAZYSIOn .CA5 5 _ S _ S ReITTAYSrwe ENINM911 ITINs 2_ rTne, MR; 5 Aritcr l Ser. cc 5 Tte', 5 7 'cr 5 5 5 5 5 5 5 S 5 5 5 s - 5 - 5 • 5 - s s 5 - 5 5 - 5 - $ 5 - i - 5 - 3 - 5 - - 5 - $ - 5 - s 5 - a 4 ._ _ - i 5 - i i f TOTAL Pr10 to Slat erroip Remaining Contract Balance: 5 s atntclat r Dissucticor Total Due: $ TO BE. COMPLETED BY CONSULTANT RRU (M TIMM AND CORRECT gr, AIN°PORTIN6 00Covfnt5 c04E ':LIST rrer+Iar d Posoc tm aGl tYwM am Tao srPrrood Arw Conger...., %apart 'OM P1y.fl.'iacwr.b an, OF MAR APPROVAL ARCH TO Be CONpILTCB oY orrr Or mum E ATU RE teANACIER 64E3 iiirciiktYAlIA6tiR Jorge L. Mora AAYSTNNT DIRECTOR Angel R Carra¢gltdta IS FECTO 032e NLbeNes C daft Rscrrpl b P ..IOC PryceNyhe 41,AVet C1411EIR a4.. Miscellaneous Engineering Services 45 RFQ No. 20-21-011/13 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 City of Miami Solicitation RFQ 20-21-011 BYRD ANTI -LOBBYING AMENDMENT, 31 U.S.C. § 1352 (As Amended) CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his/her knowledge, that: 1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. 2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officers or employee of Congress, or an employee or a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form, LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. 3. The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that II subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The Contractor, Galvin, Giordano &Associates, Inc. , certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Contractor understands and agrees that the provisions of 31, U.S.C. § 3801 et seq., apply to this certification and disclosure, if any. Signature of tractor/ dfi ctor's Authorized Official Name and Title of Contractor/Contractor's Authorized Official Chris Giordano, MSC, CCM, President Date: June 3, 2021 5/7/2021 2:30 PM p. 71 109 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 A� o® CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 5/3M/DDN /2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER McGriff Insurance Services LLC 2200 N. Commerce Parkway Suite 200 Weston FL 33326 CONTACT NAME: Lauren Mayer PHONE FAX (A/C No Ext): 954-385-6022 (A/C, No): 866-802-8684 E-MAIL ADDRESS: lauren.mayer@mcgriff.com INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: Berkshire Hathaway Homestate Ins Co 20044 INSURED 132SAFEBLLC Calvin, Giordano & Associates, Inc. 1800 Eller Dr. Suite 600, 114, 501 Fort Lauderdale FL 33316-4208 INSURER B: Great American E&S Insurance Company 37532 INSURER C: Everest Indemnity Insurance Company 10851 INSURER D: Everest Premier Insurance Company 16045 INSURER E: Bridgeway Insurance Company 12489 INSURER F: Lexington Insurance Company 19437 COVERAGES CERTIFICATE NUMBER: 88400373 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS C X COMMERCIAL GENERAL LIABILITY Y Y CF3GL00415231 Approved by Terry Quevdo 10/3/2023 05/03/2024 10/3/2024 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence) $ 300,000 X 10,000 MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L X AGGREGATE POLICY OTHER: X LIMIT APPLIES TNT- PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ D AUTOMOBILE X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS NON -OWNED AUTOS ONLY Y Y CF3CA00337231 10/3/2023 10/3/2024 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ E F X UMBRELLA LIAB EXCESS LIAB X O OCCUR CLAIMS -MADE Y Y 8EA7XL000207902 011170903 10/3/2023 10/3/2023 10/3/2024 10/3/2024 EACH OCCURRENCE $ 10,000,000 AGGREGATE $ 10,000,000 DED X RETENTION $ () $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N /A Y SAWC561586 5/12/2024 5/12/2025 X PER STATUTE OTH- ER E.L. EACH ACCIDENT $ 1,000,000 E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT $ 1,000,000 B Professional Liability TER5070488 10/3/2023 10/3/2024 Each Claim/Aggregate 10,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Miami is an additional insured with respects to general and automobile liability on a primary and non-contributory basis, with a written contract. Notice of Cancellation is 30 days, except 10 days for non-payment. Retro Date 01-01-1992 CERTIFICATE HOLDER CANCELLATION City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor Miami FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE + 4,fL,L. v_Lvurduu.d) ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 From: Quevedo, Terry To: Caseres, Luis; Gomez Jr., Francisco (Frank); Hansen, Anthony Subject: RE: Proof of Insurance for Calvin Giordano Date: Friday, May 3, 2024 11:03:18 AM Luis The COI is adequate Regards, Terry M. Quevedo City of Miami Risk Management Department 9th Floor 444 SW 2nd Avenue Miami, Florida 33130 (305) 416-1641 Office (305) 416-1710 Fax Tquevedo gmiamigov. com "Serving, Enhancing, and Transforming our Community Original Message From: Caseres, Luis <Lcaseres@naiamigov.com> Sent: Friday, May 3, 2024 10:54 AM To: Gomez Jr., Francisco (Frank) <FGomez@miamigov.com>; Quevedo, Terry <TQuevedo@miamigov.com>; Hansen, Anthony <AMHansengmiamigov.com> Subject: FW: Proof of Insurance for Calvin Giordano Good morning, Please review and approve. Best regards, Luis Caseres Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 (305) 400-5335 L casere s gmiamigov. com Visit us online "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Detail by Entity Name `ram r�^DIVECf�JrIo rj f fin of/it sre+ ±trrrl of Florida sveksiry Department of State / Division of Corporations / Search Records / Search by Entity Name / Detail by Entity Name Florida Profit Corporation CALVIN, GIORDANO &ASSOCIATES, INC. Filing Information Document Number M17373 FEI/EIN Number 65-0013869 Date Filed 06/27/1985 State FL Status ACTIVE Last Event AMENDMENT Event Date Filed 03/21/2001 Event Effective Date NONE Principal Address 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Changed: 02/29/2024 Mailing Address 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Changed: 02/29/2024 Registered Agent Name & Address C T CORPORATION SYSTEM 1200 SOUTH PINE ISLAND ROAD PLANTATION, FL 33324 Name Changed: 02/12/2018 Address Changed: 02/12/2018 Officer/Director Detail Name & Address Title President and Chief Executive Officer https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=Initial&searchNameOrder=CALVING.. 1/5 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Giordano, Chris J. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President of Operations Martinelli, Jenna 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Assistant Secretary Hopkins, Dawn 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President of Operations Watts, Steve 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President of Operations and Assistant Secretary Causley, Matthew K 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Assistant Secretary Aiken, Michelle 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President and Secretary Burke, Elizabeth 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President and Treasurer Haynes, Daniel J. 1800 Eller Drive Ste 600 Detail by Entity Name https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CALVING.. 2/5 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Fort Lauderdale, FL 33316 Detail by Entity Name Title Director McCurdie, Michael C. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Director Schlachet, Loren J. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title CFO Bell, Dave 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Director Burke, Elizabeth 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Director Causley, Michael T. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Chairman of the Board Eblin, Michael 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Vice President of Operations Feoli, Gianno 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title Director https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CALVING.. 3/5 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Detail by Entity Name Giordano, Chris J. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title VP Schlachet, Loren J. 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Title VP Stambaugh, David 1800 Eller Drive Ste 600 Fort Lauderdale, FL 33316 Annual Reports Report Year Filed Date 2023 01/05/2023 2024 02/05/2024 2024 02/29/2024 Document Images 02/29/2024 -- AMENDED ANNUAL REPORT 02/05/2024 -- ANNUAL REPORT 11/28/2023 -- AMENDED ANNUAL REPORT 01/05/2023 -- ANNUAL REPORT 07/26/2022 -- AMENDED ANNUAL REPORT 03/29/2022 -- AMENDED ANNUAL REPORT 03/07/2022 -- ANNUAL REPORT 04/27/2021 --AMENDED ANNUAL REPORT 02/09/2021 --ANNUAL REPORT 04/01/2020 -- AMENDED ANNUAL REPORT 01 /27/2020 -- ANNUAL REPORT 01/17/2019 -- ANNUAL REPORT 02/12/2018 -- Reg. Agent Change 02/06/2018 -- AMENDED ANNUAL REPORT 01/02/2018--ANNUAL REPORT 01/10/2017 -- ANNUAL REPORT 01/04/2016--ANNUAL REPORT 05/07/2015 -- AMENDED ANNUAL REPORT 01/14/2015 -- ANNUAL REPORT 12/22/2014 -- AMENDED ANNUAL REPORT 10/30/2014 -- AMENDED ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CALVING.. 4/5 Docusign Envelope ID: 96EBC45A-EAF4-41A5-A74B-7DDC88845C73 Detail by Entity Name 03/20/2014 -- AMENDED ANNUAL REPORT 01 /09/2014 -- ANNUAL REPORT 01/04/2013 -- ANNUAL REPORT 01/24/2012 -- ANNUAL REPORT 03/15/2011 --ANNUAL REPORT 02/17/2010 -- ANNUAL REPORT 02/25/2009 -- ANNUAL REPORT 02/21/2008 -- ANNUAL REPORT 04/23/2007 -- ANNUAL REPORT 01/20/2006 -- ANNUAL REPORT 01/19/2005 -- ANNUAL REPORT 07/02/2004 -- ANNUAL REPORT 01/27/2003 -- ANNUAL REPORT 03/13/2002 -- ANNUAL REPORT 04/02/2001 --ANNUAL REPORT 03/20/2001 --Amendment 03/02/2000 -- ANNUAL REPORT 02/24/1999 -- ANNUAL REPORT 01/27/1998--ANNUAL REPORT 02/10/1997 -- ANNUAL REPORT 01/29/1997-- NAME CHANGE 02/06/1996 -- ANNUAL REPORT 01/25/1995 -- ANNUAL REPORT View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format View image in PDF format Florida Department of State. Division of Corporations https://search.sunbiz.org/Inquiry/CorporationSearch/Search ResultDetail?inquirytype=EntityName&directionType=1 nitial&searchNameOrder=CALVING... 5/5 Olivera, Rosemary From: Sent: To: Cc: Subject: Attachments: Caseres, Luis Tuesday, August 20, 2024 2:58 PM Hansen, Anthony; Ponassi Boutureira, Fernando; Perez, Annie; Badia, Hector; Darrington, Mario; Mora, Jorge; McGinnis, Lai -Wan Cambridge, Susan; Velez, Pablo; Hannon, Todd; Olivera, Rosemary; Reinike- Heinemann, Evelyn; Lima, Cristiane Document Distribution - Amendment No. 1 to RFQ 20-21-011 - Misc. Engineering Services - Calvin, Giordano & Associates, Inc. Amendment_No1_to_RFQ_20-21-011_-_Calvin_Giordano_Executed 08-19-2024.pdf Good afternoon All: Lai -Wan: Attached for your records is a scanned copy of the document described below, which was duly executed by all appropriate parties. Thank you. Reinike You may now close this Matter ID 24-1031 Todd Please find attached the fully executed copy of agreement that is to be considered an original agreement for your records. Document Type: First Party: Second Party: Program/Purpose: Effective Date: Best regards, Amendment No. 1 City of Miami Calvin, Giordano & Associates, Inc. Miscellaneous Engineering Services — For Capacity Increase 08/19/2024 i Lu,i - Cc e re - Construction Procurement Assistant City of Miami Department of Procurement 444 SW 2nd Avenue, 6th Floor, Miami, FL 33130 (305) 416-1923 g (305) 400-5335 ®Lcaseres©miamigov.com 0 "Serving, Enhancing, and Transforming our Community" CONFIDENTIAL COMMUNICATION The information contained in this transmission may contain privileged and confidential information. It is intended only for the use of the person(s) named above. If you are not the intended recipient, you are hereby notified that any review, dissemination, distribution, or duplication of this communication is strictly prohibited. If you are not the intended recipient, please immediately contact the sender by reply e-mail and destroy all copies of the original message. Thank you. *Please Note: Due to Florida's very broad public records law, most written communications to or from City of Miami employees regarding City business are public records, available to the public and media upon request. Therefore, this e-mail communication may be subject to public disclosure. If you're not already a Vendor, click on or scan the QR Code to register as a new vendor for the City of Miami. 2