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24913
AGREEMENT INFORMATION AGREEMENT NUMBER 24913 NAME/TYPE OF AGREEMENT ADLER DEVELOPMENT MANAGER LLC DESCRIPTION ACKNOWLEDGEMENT OF CONSENT/NEW CITY ADMINISTRATIVE BUILDING-MOSS/FILE ID: 15141/R-23-0547 EFFECTIVE DATE ATTESTED BY TODD B. HANNON ATTESTED DATE 4/4/2024 DATE RECEIVED FROM ISSUING DEPT. 4/5/2024 NOTE DOCUSIGN AGREEMENT BY EMAIL CITY OF MIAMI DOCUMENT ROUTING FORM ORIGINATING DEPARTMENT: Real Estate and Asset Management DEPT. CONTACT PERSON: Hannah Manzo EXT. 1471 NAME OF OTHER CONTRACTUAL PARTY/ENTITY: Agreements for Subconsultants of Adler for New City Administrative Building -Moss IS THIS AGREEMENT A RESULT OF A COMPETITIVE PROCUREMENT PROCESS? ❑ YES ® NO TOTAL CONTRACT AMOUNT: N/A FUNDING INVOLVED? ® YES ❑ NO TYPE OF AGREEMENT: ❑ MANAGEMENT AGREEMENT ❑ PROFESSIONAL SERVICES AGREEMENT ❑ GRANT AGREEMENT ❑ EXPERT CONSULTANT AGREEMENT ❑ LICENSE AGREEMENT OTHER: Professional Services Agreement ❑ PUBLIC WORKS AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ INTER -LOCAL AGREEMENT ❑ LEASE AGREEMENT ❑ PURCHASE OR SALE AGREEMENT PURPOSE OF ITEM (BRIEF SUMMARY): Approval of the Professional Services Agreement per the DCMA with Adler COMMISSION APPROVAL DATE: 12/14/23 FILE ID: 15141 ENACTMENT NO.: R-23-0547 IF THIS DOES NOT REQUIRE COMMISSION APPROVAL, PLEASE EXPLAIN: ROUTING INFORMATION Date PLEASE PRINT AND SIGN APPROVAL BY DEPARTMENTAL DIRECTOR (DREAM) April 1, 2024 PRINT: ANDREW W. FREY I 10:34:35 EDT SIGNATURE. a,a— Far SUBMITTED TO RISK MANAGEMENT April 1, 2024 PRINT: ANN-MARIE SHARPE I 10:42:19 EDT SIGNATURE: Fri 4 „ y SUBMITTED TO ASSITANT CITY ATTORNEY April 1, 2024 PRINT: JAMES BRAKO 9�:20 EDT l'5 SUBMITTED TO CITY ATTORNEY April 2, 2024 PRINT: VICTORIA MENDEZ I 18: 59: 35 EDT SIGNATURE: 4 }1-. 1,3 APPROVAL BY ASSISTANT CITY MANAGER / CFO Apri 1 4, 2024 PRINT: LARRY SPRING I 09: 38: 39 EDT — SIGNATURE: ( Spv RECEIVED BY CITY MANAGER April 4, 2024 PRINT: ARTHUR NORIEGA V. I 10: 24: 31 EDT SIGNATURE. Q 4"„ ,— o� n��z— ATTESTED BY CITY CLERK April 4, 2024 PRINT: TODD HANNON I 14:45:37 EDT �ocuSignetl by: SIGNATURE: !� --easoseoocFi ass.. PLEASE ATTACH THIS ROUTING FORM TO ALL DOCUMENTS THAT REQUIRE EXECUTION BY THE CITY MANAGER ACKNOWLEDGMENT AND CONSENT The undersigned, CITY OF MIAMI, a municipal corporation of the State of Florida (the "City"), hereby acknowledges receipt of a copy of the executed version of that certain Preconstruction Services Agreement ("City Project Agreement"), to be entered into by and between Adler Development Manager LLC, a Florida limited liability company ("Adler"), and Moss & Associates, LLC _ a copy of the City Project Agreement is attached to this Acknowledgement and Consent as Exhibit "A". The City hereby agrees and confirms that the City has reviewed, acknowledged and hereby consents to Adler's entering into such City Project Agreement for the benefit of the City in connection with the design, development and construction of the City's new administration building. This Acknowledgment and Consent has been executed as of the day 4 of April ,2024 CITY: CITY OF MIAMI, a municipal corporation of the State of Florida DocuSigned by: antur Novi4a. By: �LSs172P1)429... Arthur Noriega V City Manager ATTEST: By: ACTIVE 683271317v2 EDocuSigned by: .64.6.D.7.5611 DC E1 d59... Todd B. Hannon, City Clerk DocuSigned by: APPROVED AS TO LEGAL FORM AND CORRECTNESS: By:, Victoria Mendez City Attorney ACTIVE 683271317v2 6; DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ADLER DEVELOPMENT MANAGER, LLC on behalf of the CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category City of Miami Administration Building Contract Type Project Specific Consultant Moss & Associates, LLC TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 5 ARTICLE 2 GENERAL CONDITIONS 8 2.01 TERM 8 2.02 SCOPE OF SERVICES 8 2.03 COMPENSATION 8 ARTICLE 3 PERFORMANCE 8 3.01 PERFORMANCE AND DELEGATION 8 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 9 3.03 CONSULTANT KEY STAFF 9 3.04 TIME FOR PERFORMANCE 9 3.05 STANDARD OF CARE 9 ARTICLE 4 SUBCONSULTANTS 9 4.01 GENERAL 9 4.02 SUBCONSULTANT RELATIONSHIPS 9 4.03 CHANGES TO SUBCONSULTANTS 10 ARTICLE 5 DEFAULT 10 5.01 GENERAL 10 5.02 CONDITIONS OF DEFAULT 10 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE 10 ARTICLE 6 TERMINATION OF AGREEMENT 10 6.01 CITY'S RIGHT TO TERMINATE 10 6.02 CONSULTANT'S RIGHT TO TERMINATE 11 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 11 ARTICLE 7 DOCUMENTS AND RECORDS 11 7.01 OWNERSHIP OF DOCUMENTS 11 7.02 DELIVERY UPON REQUEST OR CANCELLATION 11 7.03 RE -USE BY CITY 11 7.04 NONDISCLOSURE 12 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS 12 7.06 E-VERIFY 12 ARTICLE 8 INDEMNIFICATION 13 ARTICLE 9 INSURANCE 13 9.01 COMPANIES PROVIDING COVERAGE 13 9.02 VERIFICATION OF INSURANCE COVERAGE 13 9.03 FORMS OF COVERAGE 14 9.04 MODIFICATIONS TO COVERAGE 14 ARTICLE 10 MISCELLANEOUS 14 10.01 AUDIT RIGHTS; INSPECTION 14 10.02 ENTIRE AGREEMENT 15 10.03 SUCCESSORS AND ASSIGNS 16 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 16 10.05 APPLICABLE LAW AND VENUE OF LITIGATION 16 10.06 NOTICES 16 10.07 INTERPRETATION 18 10.08 JOINT PREPARATION 18 10.09 PRIORITY OF PROVISIONS 18 10.10 MEDIATION - WAIVER OF JURY TRIAL 18 10.11 TIME 19 10.12 COMPLIANCE WITH LAWS 19 10.13 NO PARTNERSHIP 19 10.14 DISCRETION OF DIRECTOR 19 10.15 RESOLUTION OF CONTRACT DISPUTES 19 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.16 INDEPENDENT CONTRACTOR 20 10.17 CONTINGENCY CLAUSE 20 10.18 THIRD PARTY BENEFICIARY 20 10.19 ADDITIONAL TERMS AND CONDITIONS 20 10.20 SEVERABILITY 18 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES 18 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS 18 ATTACHMENT A - SCOPE OF WORK 32 ARTICLE Al GENERAL 32 A1.01 SCOPE OF SERVICES 32 A1.02 WORK ORDERS 32 A1.03 PAYMENTS 32 ARTICLE A2 OVERVIEW OF PROJECT SERVICES 32 A2.01 DEVELOPMENT OF OBJECTIVES 33 A2.02 SCHEMATIC DESIGN 33 A2.03 DESIGN DEVELOPMENT 33 A2.04 CONSTRUCTION DOCUMENTS 33 A2.05 BIDDING AND AWARD OF CONTRACT A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07 TIME FRAMES FOR COMPLETION 33 ARTICLE A3 ADDITIONAL SERVICES 33 A3.01 GENERAL 33 A3.02 EXAMPLES 33 A3.03 ADDITIONAL DESIGN ARTICLE A4 REIMBURSABLE EXPENSES 34 A4.01 GENERAL 34 A4.02 SUBCONSULTANT REIMBURSEMENTS 34 ARTICLE A5 CITY'S RESPONSIBILITIES 35 A5.01 PROJECT AND SITE INFORMATION 35 A5.02 CONSTRUCTION MANAGEMENT SCHEDULE Al - SUBCONSULTANTS 36 SCHEDULE A2 - KEY STAFF 36 ATTACHMENT B - COMPENSATION AND PAYMENTS 39 ARTICLE B1 METHOD OF COMPENSATION 39 B1.01 COMPENSATION LIMITS 39 B1.02 CONSULTANT NOT TO EXCEED 39 ARTICLE B2 WAGE RATES 39 B2.01 FEE BASIS 39 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 39 B2.03 MULTIPLIER B2.04 CALCULATION B2.05 EMPLOYEE BENEFITS AND OVERHEAD B2.06 ESCALATION ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 40 B3.01 LUMP SUM 40 B3.02 HOURLY RATE FEES ARTICLE B4 PAYMENTS TO THE CONSULTANT 41 B4.01 PAYMENTS GENERALLY 41 B4.02 FOR COMPREHENSIVE BASIC SERVICES 42 ARTICLE B5 REIMBURSABLE EXPENSES 42 B5.01 GENERAL 42 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 SCHEDULE B2 - CONSULTANT INVOICE 44 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 CITY OF MIAMI OFFICE OF CAPITAL IMPROVEMENTS PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Agreement Number Preconstruction Services Project Specific (RFP No. 23-03-29) Moss & Associates, LLC 2101 N. Andrews Avenue, Ft. Lauderdale, FL 33311 23-03-29 THIS PROFESSIONAL SERVICES AGREEMENT ("PSA" or "Agreement") made this 14th day of February in the year 20 24 by and between ADLER DEVELOPMENT MANAGER, LLC hereinafter called the "Project Manager," on behalf of the City of Miami, Florida, a Municipal corporation of the State of Florida (the "City"), and Moss & Associates, LLC, hereinafter called the "Consultant." RECITAL A. The Project Manager, pursuant to that certain Amended and Restated Development Management & Construction Agreement by and between Project Manager and the City dated January 2, 2023, issued a Request for Proposal ("RFP") No. 23-03-29 on February 20, 2023, for the provision of Preconstruction Services for the City of Miami Administration Building ("Services"), and the Consultant's proposal ("Proposal"), in response thereto, was selected as the most qualified for the provision of said Services. The RFP 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 Project Manager, 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. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 WITNESSETH, that the Project Manager and the Consultant, for the considerations herein set forth, agree as follows: City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement, which are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services. 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City or Project Manager, Project Manager is a Florida Limited Liability Company, the private firm that is a party hereto and for which services under this Agreement are to be performed. In all respects hereunder, the Project Manager'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 Project Manager as a party to this Agreement. The City of Miami shall be referred to herein as "City" and Adler Development Manager, LLC as "Project Manager." For the purposes of this Agreement, "City" without modification shall mean the City Manager who may delegate certain tasks to the Project Manager as defined in Section 1.12. 1.08 Commission means the legislative body of the City of Miami. This has the same meaning as City Commission and is an abbreviation. 1.09 Consultant means Moss & Associates, LLC, the limited liability corporation, that is properly licensed or qualified to perform preconstruction services, which has entered into this Agreement to provide professional services to the Project Manager / City. 1.10 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the Project Manager for construction of City facilities and incidentals thereto. 1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly known as Capital Improvements and Transportation Program ("CITP"). 1.12 Director means the Director of the Project Manager 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 Project Manager on behalf of the City Office of Capital Improvements or their authorized designee. 1.13 Errors means items in the plans, specifications, or other documents prepared by the Consultant that are shown incorrectly, which results in a change to the Services. 1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents prepared by an architect or engineer engaged to prepare construction documents which must be corrected in order for the project to function or be built as intended. 1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by the City to make observations of Work performed by a Contractor. 1.16 Notice to Proceed ("NTP") means the same as "Authorization to Proceed." A duly authorized written letter or directive issued by the Director or Project Manager acknowledging that all conditions precedent have been met and/or directing that the Consultant may begin work on the Project. 1.17 Omissions means items that are not shown or included in the plans, specifications, or other documents prepared by an architect or engineer engaged to prepare construction documents which are necessary for the proper and/or safe operation of the Project. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1.18 Primary Services means those Services considered by City to be fundamental to the successful management of the Project as stated in the RFP, and in Attachment A of this Agreement. 1.19 Project Manager means Adler Development Manager, LLC, a duly authorized representative of the City assigned by the City Manager to manage and monitor Work to be performed under this Agreement. 1.20 Program means the City's multi -year Capital Improvements and Transportation Programs, prepared on an annual basis that details the planned financial resources and implementation schedule and strategies for the City's capital projects over a five (5) year period. 1.21 Project means the construction cost consulting services and incidentals thereto, associated with a City -owned facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1.22 Professional Services means those services within the scope of the practice of preconstruction services as applicable, as defined by the laws of the State of Florida, or those performed by Consultant in connection with his or her professional employment or practice. These services may be abbreviated herein as "preconstruction services" or "professional services," as applicable, which are within this definition. 1.23 Professional Services Agreement ("Agreement" or "PSA") means this Agreement, all attachments, and any authorized amendments thereto. In the event of a conflict between the Request for Proposal ("RFP") and the Consultant's response thereto, the RFP shall control. In the event of any conflict between the Consultant's response to the RFP and this PSA, this PSA shall control. In the event of any conflict between this PSA and its attachments, this PSA shall control. 1.24 Resolution means the document constituting the official approval of the City Commission as required for the Project Manager to execute this Agreement, or increase the Project Budget, among other matters. 1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, objectives, deliverables, and milestones required for the completion of a Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for its completion. 1.27 Small Business Enterprise ("SBE") formerly referred to as Community Business Enterprise ("CBE"), means a firm that has been certified by Miami -Dade County, who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the Consultant as required pursuant to City Code Section 18-87. 1.28 Subconsultant means a person or organization of properly registered professional architects, engineers, registered surveyor, or mapper, and/or other professional specialties, who has entered into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.30 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 1.31 Work Order means a document internal to the City, which authorizes the performance of specific professional services for a defined Project or Projects. 1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the Project Manager or City for Services to be provided by the Consultant on a specific phase of a Project. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 2 GENERAL CONDITIONS 2.01 TERM The term of this Agreement shall take effect upon the date written above upon its execution by the authorized officers and shall be effective until final completion of the Project and Final Payment is made to the Consultant. 2.02 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment A, Scope of Work, hereto, which is incorporated into and made a part of this Agreement. 2.03 COMPENSATION 2.03-1 Compensation Limits The amount of compensation payable by the Project Manager / City to the Consultant shall generally be a lump sum not to exceed fee, based on the rates and schedules established in Attachment B, Compensation and Payments, hereto, which is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation payable to the Consultant by the Project Manager/ City, exceed $195,000.00, inclusive of Reimbursable Expenses and Owner's Contingency Allowances, as detailed in Exhibit A, Consultant Work Order Proposal, attached hereto, unless explicitly approved by action of the City Commission or City Manager, as applicable, and put into effect by written amendment to this Agreement. The Project Manager / City may, in its sole and absolute discretion, use other compensation methodologies. The Project Manager / City shall not have any liability, nor will the Consultant have any recourse against the Project Manager / City for any compensation, payment, reimbursable expenditures, costs, fees, or charges beyond the compensation limits of this Agreement, as it may be amended from time to time. The Work may never exceed the limitations provided in Section 287.055, Florida Statutes, Consultant's Competitive Negotiation Act, for continuing contracts and other limitations on compensation, as applicable. The Project Manager shall have no obligation to make any payment hereunder to Consultant except such payments are authorized, whether advanced or to be reimbursed, by the City. 2.03-2 Payments Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the 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 Project Manager. Said approval shall not be construed as constituting an agreement between the Project Manager / City and said another person or firm. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or their designee may make written requests to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the Project Manager 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 Project Manager, in part, based on qualifications of staff identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff." The Consultant shall ensure that Key Staff are available for Work upon request from the Project Manager, 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 Project Manager should there be a delay on the part of the Project Manager / City in fulfilling its obligations under this Agreement as stated herein. Such extension of time shall not be cause for any claims by the Consultant for additional compensation or for any damages. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Industry Preconstruction Best Practices, and all regulations promulgated applicable to these professions. Consultant shall perform due diligence, in accordance with 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 budgets and estimates furnished by the Consultant under this Agreement. Consultant shall correct or revise any errors, omissions, and/or deficiencies in its budgets and estimates, or other Services without additional compensation. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part of the consulting team during the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement, and as such, is identified and listed in Attachment A, Schedule Al - Subconsultants attached hereto and incorporated herein by reference. 4.01-2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Attachment A, Schedule Al. 4.02 SU BCON SU LTANT RELATIONSHIPS 4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the Project Manager / City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention, and/or discharge. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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. If Consultant is given notice of default and does not cure such default in accordance with section 5.03 of this Agreement, the Project Manager / City, in addition to all remedies available to it by law, may immediately, without further notice to the Consultant, terminate this Agreement whereupon no further amounts shall be payable to Consultant and all payments, advances, or other compensation paid by the Project Manager to the Consultant while the Consultant was in default shall be immediately returned to the Project Manager. 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 Project Manager for all expenses directly or actually incurred by the Project Manager in preparing and negotiating this Agreement, as well as all costs and actual expenses incurred by the Project Manager in the re -procurement of the Services. In the event of Default, the Project Manager may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise to default have been cured 5.02 CONDITIONS OF DEFAULT A finding of Default and subsequent termination for cause may include, without limitation, any one or more of the following: 5.02-1 The Consultant fails to obtain or maintain the professional 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 Project Manager / 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 Project Manager, through the Director or designee, shall provide written notice to the Consultant as to a finding of Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in said notice, after which reasonable time, the Project Manager may terminate the Agreement. The Project Manager, 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 Project Manager. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the Project Manager 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 PROJECT MANAGER'S RIGHT TO TERMINATE The Project Manager has the right to terminate this Agreement for any reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other data and/or documents, including all electronic (digital) copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or the Director's designee. The Consultant shall be paid in accordance with the provisions of Attachment B, provided that said documentation is turned over to the Director or the Director's designee within ten (10) business days of City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 Project Manager 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 / Project Manager, 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 Project Manager/City, if breach of contract has not been corrected within thirty (30) calendar days from the date of the Project Manager's receipt of a written statement from the Consultant specifying the Project Manager's or City's breach of its duties under this Agreement. Consultant shall give the Project Manager prior written notice in the manner provided herein specifying the Project Manager's or City's breach and afford the Project Manager thirty (30) calendar days to cure. In the event the project is suspended by Project Manager for a period in excess of one hundred and eighty (180) days over any three -hundred and sixty-five (365) day period, Consultant shall have the right to terminate this agreement in accordance with the provisions of this Section. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the Project Manager 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 (Deliverables), will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the Project Manager 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 Project Manager 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 Project Manager 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 Project Manager'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 Project Manager, shall be just cause for the Project Manager 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 PROJECT MANAGER 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 Project Manager'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 Project Manager of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement for the current Project. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third person, firm or organization, without Director's or their designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course ofjudicial or legislative proceedings, or otherwise required by law, where such information has been properly subpoenaed, any non-public information concerning the Services to be rendered by the Consultant hereunder, and the Consultant shall require all of its employees, agents, and Subconsultants to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant shall keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, as amended, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above, provided, however, such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) Keep and maintain public records required by the Project Manager to perform the service; (2) upon request from the City's custodian of public records, provide the City with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law; (3) ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in possession of the contractor or keep and maintain public records required by the City to perform the service. If the Contractor transfers all public records to the City upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the City, upon request from the City's custodian of public records, in a format that is compatible with the information technology systems of the City. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT (305) 416-1800, VIA EMAIL AT PUBLICRECORDS@MIAMIGOV.COM, OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY ATTORNEY, 444 SW 2ND AVENUE, 9TH FL, MIAMI, FL 33130. THE CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT THE ADLER DEVELOPMENT MANAGER, LLC 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. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, save and defend the City and Project Manager, 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 and Project Manager, its officials and/or employees, harmless for, and defend the City and Project Manager, 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 / Project Manager, its officials and/or employees were negligent. If any action or proceeding is brought against the City / Project Manager by reason of any such claim or demand, the Consultant shall, upon written notice from the City / Project Manager, 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 / Project Manager or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own cost and expense, to and through trial, administrative, appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's option, against any and all claims of liability and all claims, suits and actions of every name and description which may be brought against the City, in connection with services performed by the Consultant or persons employed or utilized by Consultant. This indemnity, hold harmless and duty to defend, shall survive the term of this Agreement, and shall also survive the cancellation or expiration of this Agreement. This indemnity shall be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable. If any portion of the Indemnity is invalidated by a court of competent jurisdiction to be invalid, unenforceable, or illegal, the unenforceable provision shall not affect the otherwise valid terms and provisions of this Section. The applicable terms and provisions shall be deemed modified and will be given effect to the extent necessary to render such provision(s) enforceable, and the rights and obligations of the parties will be construed and enforced accordingly, fully preserving 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 / Project Manager. The Consultant agrees and recognizes that the City / Project Manager 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 / Project Manager in no way assumes or shares any responsibility or liability of the Consultant or Subconsultant under this Agreement arising from Consultant's Work. 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 Project Manager 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(+/-), 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 classification required by these provisions, and in accordance with Insurance Exhibit B contained herein. The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. FORMS OF COVERAGE 9.02-1 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 $2,000,000.00 per occurrence, $4,000,000.00 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 and Project Manager listed as an additional insured as reflected by endorsement CG 2010 07/04 or its equivalence. Notice of cancellation should read thirty (30) calendar days and ten (10) business days for nonpayment. 9.02-2 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 $2,000,000.00 naming the City and Project Manager 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. 9.02-3 Professional Liability Insurance The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum amount of $2,000,000.00 per claim, $2,000,000.00 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims arising out of the services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9.02-4 Worker's Compensation Insurance The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $1,000,000.00 each occurrence. 9.02-5 Subconsultant Compliance The Consultant shall ensure that all Subconsultants comply with these same insurance requirements set forth in 9.02-1 through 9.02-4. 9.02-6 Umbrella Liability The Consultant shall provide umbrella liability coverage in the amount of $15,000,000 each occurrence, $1,000,000 aggregate. The City and Project Manager shall be listed as an additional insured, coverage is excess over the general liability and auto policies. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or their authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles, or other insurance obligations by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06, Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market and may request additional consideration from the City / Project Manager accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The Project Manager 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- City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 101 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 Project Manager 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. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated, or assigned, in whole or in part, by the Consultant without the written consent of the City / Project Manager, acting by and through its City Commission. It is understood that a sale of most 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 / Project Manager approval. The Consultant's services are unique in nature and any assignment, sale transference without City Commission approval shall be cause for the City / Project Manager to terminate this Agreement. The Consultant shall have no recourse from such termination. The City / Project Manager 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 / Project Manager each binds one another, their partners, successors, legal representatives, and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of NTP. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the Project Manager determines the project price was increased due to inaccurate, incomplete, or non -current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City / Project Manager under Article 8, Indemnification, herein where the Consultant shall pay the City / Project Manager's reasonable attorney's fees in the event the City / Project Manager 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 Adler Development Manager, LLC: David S. Adler, Manager 3800 NE 1st Avenue, Suite 300 Miami, FL 33137 E mail: Dadler@adlerdevelopment.net Phone: (305) 392-4050 For City of Miami: Arthur Noriega V City Manager Office of the City Manager, City of Miami 444 SW 2nd Avenue, 10th Floor Miami, Florida 33130-1910 Email: ANoriecia@miamigov.com Phone: 305-416-1025 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Annie Perez, CPPO Chief Procurement Officer/Director Department of Procurement, City of Miami 444 SW 2nd Avenue, 6th Floor Miami, Florida 33130-1910 Email: AnniePerez©miamigov.com Phone: 305-416-1910 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 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 For Consultant: Edward Baro, Executive Vice President Moss & Associates, LLC 2101 N. Andrews Avenue Ft. Lauderdale, Florida, 33311 Email: ebaro©mosscm.com Phone: 305-496-4186 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 Project Manager 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 mechanism for dispute resolution. Each party shall bear their own attorney's fees. 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 Consultant warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of their race, color, gender, religion, age, handicap, marital status, national origin, or sexual orientation, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA Compliance The Consultant warrants that it will comply with all safety precautions as required by federal, state, and local laws, rules, regulations, and ordinances. The Project Manager 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") while providing any work, labor or services funded by the City, including Titles I and II of the ADA (regarding nondiscrimination based on disability) and all applicable regulations, guidelines and standards. Additionally, the Consultant shall take affirmative steps to —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 Project Manager or 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 Project Manager or decisions of the Project Manager 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 Project Manager based upon an alleged violation of the terms of this Agreement by the Project Manager 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Consultant. Upon receipt of the said notification, the Director of Procurement shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for their resolution is required prior to the Consultant being entitled to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed $500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The Consultant shall not be entitled to seek judicial relief unless: (i) it has first received City Manager's written decision, approved by City Commission if applicable; or (ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed statement of the dispute, accompanied by all supporting documentation, or a period of (90) calendar days has expired where the City Manager's decision is subject to City Commission approval; or (di) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is engaged to provide services to the Project Manager/City as an independent contractor, and not as an agent or employee of the Project Manager or 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. Neither the Project Manager nor the City are a guarantor of any debt or obligation of the Consultant and the Consultant has no ability to bind the Project Manager or the City in this regard. 10.17 CONTINGENCY CLAUSE Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) calendar days' notice. 10.18 THIRD PARTY BENEFICIARY The Consultant and the Project Manager 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 Project Manager 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 Project Manager, will be considered. All such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other Agreement. MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES The parties hereby waive any claims against each other for consequential damages. This mutual waiver includes but it not limited to: 1. Damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business, and reputation, and for loss of management or employee productivity or of the services of such persons; and 2. Damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business, and reputation and for loss of profit. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with this 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 or regulation. Notwithstanding, the remainder of the Agreement shall remain binding upon the parties. This Subsection shall not apply if there is a material breach of this Agreement causing cancelation or cancellation for convenience. 10.21 COUNTERPARTS; ELECTRONIC SIGNATURES This Agreement may be executed in counterparts, each of which shall be an original as against either Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument. An executed facsimile or electronic scanned copy of this Agreement shall have the same force and effect as the original. The parties shall be entitled to sign and transmit an electronic signature on this Agreement (whether by facsimile, PDF, or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 10.22 PROJECTS FUNDED BY FEDERAL OR STATE FUNDS a. Equitable Adjustment The Procurement Department may, in its sole discretion, make an equitable adjustment in the contract terms and/or pricing if pricing or availability of supply is affected by extreme or unforeseen volatility in the marketplace, that is, by circumstances that satisfy all the following criteria: (1) the volatility is due to circumstances beyond the Contractor's control, (2) the volatility affects the marketplace or industry, not just the particular contract source of supply, (3) the effect on pricing or availability of supply is substantial, and (4) the volatility so affects the Contractor that continued performance of the contract would results in a substantial loss. Consultant might have to supply documentation to justify any requested percentage increase in cost to the City of Miami. b. Non -Appropriation of Funds In the event no fund or insufficient funds are appropriated and budgeted or are otherwise unavailable in any fiscal period for payments due under this contract, then the Project Manager, upon written notice to the Contractor or his assignee of such occurrence, shall have the unqualified right to terminate the contract without penalty or expense to the Project Manager. No guarantee, warranty, or representation is made that any project(s) will be awarded to any firm(s). c. Subcontractors of Work Shall be Identified As part of the contract, Consultant is required to identify all Subconsultants/Subcontractors that will be used in the performance of this proposed contract, their capabilities, experience, minority designation, as defined in Ordinance 10062 and the portion of the work to be done by the Subconsultant/Subcontractor. The Consultant shall not, at any time during the tenure of the contract, subcontract any part of his operations or assign any portion or part of the contract, to Subconsultant/Subcontractor(s) not originally mentioned in their Proposal, except under and by virtue of permission granted by the Project Manager through the proper officials. Nothing contained in this specification shall be construed as establishing any contractual relationship between any Subconsultant/Subcontractor(s) and the Project Manager. The Consultant shall be fully responsible to the Project Manager for the acts and omissions of the Subconsultant/Subcontractor(s) and their employees, as for acts and omissions of persons employed by the Consultant. d. Davis -Bacon Act Federally assisted construction contracts must adhere to Davis -Bacon Act wages and benefits rate schedules. Contractor shall use the Federal Wages reflected in Wage General Decision Number FL 180260 01/12/2018 FL260 in developing its proposal for this Consultant shall be required to provide certified payroll records documenting the work performed on this project. e. Compliance with the Copeland "Anti -Kickback" Act 1. The Consultant 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 Consultant or subcontractor shall insert in any subcontracts the clause above and such other clauses as the FEMA may be appropriate instructions require, and a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The Consultant 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 consultant and subcontractor as provided in 29 C.F.R. § 5.12. f. Compliance with the Contract Work Hours and Safety Standards Act 1. Overtime Requirements: No Consultant 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 J• g• 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 Consultant, and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Consultant 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 Consultant 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 Consultant, such sums as may be determined to be necessary to satisfy any liabilities of such Consultant or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2) of this section. 4. The Consultant or subcontractor shall insert in any subcontracts the clauses set forth in paragraph (1) through (4) of this section and a clause requiring the subcontractors to include these clauses in any lower tier subcontract. The Consultant shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraph (1) through (4) of this section. Parts at Pass -Through Cost (for Repairs Outside the Scope of Work) All costs for parts required for repair jobs and not otherwise included in the scope of work shall be billed at the Consultant's actual cost and will be passed on to the City without markup or any additional fees. The Consultant shall submit purchase receipt of parts along with the labor invoice for payment. The Consultant shall be responsible for sourcing all parts necessary to complete the work requirements of each job specification. Replacement parts furnished must be of the same manufacturer or an equal product. All equipment and materials shall be commercial quality and grade and be from a regular product line. Prototype, obsolete, and residential quality/grade equipment/materials shall not be specified or installed in the facilities. h. Notification to Perform Work The Consultant shall notify the Project Manager when an employee is on the property and for what purpose. i. Background Checks The Consultant 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 Consultant shall provide Level Two (2) background screening results for all employees completing the work on park grounds. Equal Employment Opportunity During the performance of any resulting contract from an RFP, the Contractor agrees as follows: 1. The Consultant will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant 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; City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant 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 Consultant will, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive considerations for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant 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 Consultant's commitments under this section and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant 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 Consultant 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 Consultant's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, this contract may be canceled, terminated, or suspended in whole or in part and the Consultant 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 Consultant 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 Consultant 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 Consultant becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency the Consultant may request the United States to enter into such litigation to protect the interests of the United States. k. Clean Air Act 1. The Consultant 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 Consultant 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 Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. I. Federal Water Pollution Control Act 1. The Consultant 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 Consultant 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 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Federal Emergency Management Agency, and the appropriate Environmental Protection Agency Regional Office. 3. The Consultant agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance provided by FEMA. m. No Obligation by Federal Government The Federal Government is not a party to this contract and is not subject to any obligation or liabilities to the non -Federal entity, Contractor, or any other party pertaining to any matter resulting from the contract. n. Program Fraud and False or Fraudulent Statements or Related Acts The Consultant acknowledges that 31 U.S.C. Chap. 38 (Administrative Remedies for False Claims and Statements) applies to the Consultant's actions pertaining to this contract. o. Byrd Anti -Lobbying Amendment, 31 U.S.C. § 1352 (As Amended) Consultants who bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer, or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier, and up to the recipient. Please refer to the "Certification Regarding Lobbying" attachment. It is MANDATORY for the Contractor to return this form signed along with their Proposal. Procurement of Recovered Materials 1. In the performance of this contract, the Consultant shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired; a. Competitively within a timeframe providing for compliance with the contract performance schedule. P. q• b. Meeting contract performance requirements; or c. At a reasonable price. 2. Information about this requirement, along with the list of EPA -designate items, is available at EPA's Comprehensive Procurement Guidelines web site https://www.epa.gov/smm/comprehensive- procurement-guideline-cpq-program. DHS, Seal, Logo, and Flags The Consultant shall not use the DHS seal(s), logos, crests, or reproductions of flags or likenesses of DHS agency officials without specific FEMA pre -approval. r. Compliance with Federal Law, Regulations, and Executive Orders This is an acknowledgement that FEMA financial assistance will be used to fund this contract only. The Consultant will comply with all applicable federal law, regulations, executive orders, FEMA policies, procedures, and directives. s. Access to Records 1. The Consultant agrees to provide the Project Manager, the FEMA Administrator, the Comptroller General of the United States, or any of their authorized representatives access to any books, documents, papers, and records of the Consultant which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts, and transcriptions. 2. The Consultant 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 Consultant agrees to provide the FEMA Administrator or his authorized representatives' access to construction or other work sites pertaining to the work being completed under the contract. t. Suspension and Debarment City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 1. This contract is a covered transaction for the purposes of 2 C.F.R. pt. 180 and 2 C.F.R. pt. 3000. As such the Consultant is required to verify that none of the Consultant, 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 Consultant 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 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 Consultant 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 Consultant agrees to comply with the requirements of 2 C.F.R. pt. 180, subpart C and 2 C.F.R. pt. 3000, subpart C while this offer is valid and throughout the period offer. The Consultant further agrees to include a provision requiring such compliance in its lower tier covered transactions. u. United States Housing and Urban Development; CDBG-MIT 1. This contract is funded by US HUD dollars and Community Development Block Grant (CDBG) dollars, and/or CDBG Mitigation (CDBG-MIT) dollars, and therefore, is subject to federal procurement regulations 2 CFR 200.318 to 200.327. 2. Unless a fixed -price contract is used, profit must be negotiated as a separate element of the price for each contract in which there is no price competition and, in all cases, where a cost analysis is performed. To establish a fair and reasonable profit, consideration must be given to the complexity of the work to be performed, the risk borne by the consultant, the consultant's investment, the amount of subcontracting, the quality of its record of past performance, and industry profit rates in the surrounding geographical area for similar work. v. Section 3 of the Housing and Urban Development Act of 1968 1. The work to be performed under this contract is subject to the requirements of section 3 of the Housing and Urban Development Act of 1968, as amended, 12 U.S.C. 1701u (section 3). The purpose of section 3 is to ensure that employment and other economic opportunities generated by HUD assistance or HUD -assisted projects covered by section 3, shall, to the greatest extent feasible, be directed to low- and very low-income persons, particularly persons who are recipients of HUD assistance for housing. 2. The parties to this contract agree to comply with HUD's regulations in 24 CFR part 135, which implements section 3. As evidenced by their execution of this contract, the parties to this contract certify that they are under no contractual or other impediment that would prevent them from complying with the part 135 regulations. 3. The consultant agrees to send to each labor organization or representative of workers with which the consultant has a collective bargaining agreement or other understanding, if any, a notice advising the labor organization or workers' representative of the contractor's commitments under this section 3 clause and will post copies of the notice in conspicuous places at the work site where both employees and applicants for training and employment positions can see the notice. The notice shall describe the section 3 preference, shall set forth minimum number and job titles subject to hire, availability of apprenticeship and training positions, the qualifications for each; and the name and location of the person(s) taking applications for each of the positions; and the anticipated date the work shall begin. 4. The consultant 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 consultant 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 consultant will certify that any vacant employment positions, including training positions, that are filled (1) after the consultant is selected but before the contract is executed, and (2) with persons City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 other than those to whom the regulations of 24 CFR part 135 require employment opportunities to be directed, were not filled to circumvent the consultant's obligations under 24 CFR part 135. 6. Noncompliance with HUD's regulations in 24 CFR part 135 may result in sanctions, termination of this contract for default, and debarment or suspension from future HUD assisted contracts. 7. With respect to work performed in connection with section 3 covered Indian housing assistance, section 7(b) of the Indian Self -Determination and Education Assistance Act (25 U.S.C. 450e) also applies to the work to be performed under this contract. Section 7(b) requires that to the greatest extent feasible (i) preference and opportunities for training and employment shall be given to Indians, and (ii) preference in the award of contracts and subcontracts shall be given to Indian organizations and Indian -owned Economic Enterprises. Parties to this contract that are subject to the provisions of section 3 and section 7(b) agree to comply with section 3 to the maximum extent feasible, but not in derogation of compliance with section 7(b). w. Rights to Inventions Made Under a Contract or Agreement If the Federal award meets the definition of "funding agreement" under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST: (--DocuSigned by: al t, Av, L ! Sr) E5A00E746AEA44C... Signature MOSS & ASSOCIATES, LLC, a Florida Limited Liability Company DocuSigned by: C0054BEFFOAB43C... Signature Alexander Suarez (Moss), Project Executive Edward Baro, Executive Vice President Print Name, Title ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) WITNESS/ATTEST: ATTEST: Secretary (Affirm Consultant Seal, if available) Print Name, Title (Corporate Seal) ADLER DEVELOPMENT MANAGER, LLC., a Florida Limited Liability Company DocuSigned by: LLa 41AA75D058F14AA... Signature David Adler, President Print Name, Title City of Miami Administration Building RFP 23-02-20 r—DS DS DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 Page intentionally left blank City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HEREBY CERTIFY that at a meeting of the Board of Directors of a corporation organized and existing under the laws of the State of , held on the _ day of a resolution was duly passed and adopted authorizing (Name) as (Title) of the corporation to execute agreements on behalf of the corporation and providing that their execution thereof, attested by the secretary of the corporation, shall be the official act and deed of the corporation. I further certify that said resolution remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this _ day of , 20_ Secretary: Print: CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) I HEREBY CERTIFY that at a meeting of the Board of Directors of , a partnership organized and existing under the laws of the State of , held on the _day of a resolution was duly passed and adopted authorizing (Name) as (Title) of the partnership to execute agreements on behalf of the partnership and provides that their execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. Partner: Print: IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20 Names and addresses of partners: Name Street Address City State Zip City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 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 SS: COUNTY OF The foregoing instrument was acknowledged before me this day of 20 , by who is personally known to me or who has produced as identification and who (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL The Consultant shall provide Preconstruction Services for the new City of Miami Administration Building. The Consultant shall provide interdisciplinary services necessary to provide preconstruction services at each phase of the design process, including local costing through subcontractors, vendors, and suppliers. A1.01 SCOPE OF SERVICES A1.01-1 The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable laws, building and environmental regulations, including the Florida Building Code and the City of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work Order. Consultant may be required to perform all or some of the services described in this Agreement, depending on the needs of the City for the Project. The Scope of Services shall include but are not limited to preconstruction services for a new City Administration Building including cost estimates, schedules, logistics plans, opinions of probable construction cost, permitting cost, preparation of bid cost and review of work prepared by Sub -consultants and other consultants. A1.02 WORK ORDERS When Project Manager 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, the Project Manager will prepare a Work Order that will be reviewed by staff and the Director or designee. Upon approval, the Project Manager will issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee. A1.03 PAYMENTS The Project Manager will pay the Consultant in accordance with the provisions and limitations of Attachment B, Compensation and Payments. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order Proposal or for any Work done in the absence of an executed Work Order, NTP and/or Purchase Order. ARTICLE A2 OVERVIEW OF PROJECT SERVICES Consultant agrees to provide preconstruction 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. The Consultant shall always maintain an adequate staff of qualified personnel on the Work to ensure its performance as specified in this Agreement. The Consultant shall submit one (1) electronic set of all 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 Project Manager, and an Authorization to Proceed with the next task has been issued by the Project Manager. 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 Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies in its Services. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 A2.01 FEASABILITY BUDGET AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.02 SCHEMATIC BUDGET AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.03 DESIGN DEVELOPMENT BUDGET AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.04 CONSTRUCTION DOCUMENTS BUDGET AND CONSTRUCTION PLAN Please refer to Exhibit A, "Consultant Work Order Proposal". A2.05 TIME FRAMES FOR COMPLETION The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached as Schedule A5. Feasibility Budget Schematic Design Budget Design Development Budget 50% Construction Documents Budget 100% Construction Documents Budget 180 days 60 days 90 days 60 days 60 days 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 Project Manager. A3.02-2 Specialty Consulting: 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. A3.02-4 Major Revisions: Making major revisions to cost studies resulting in or from a change in Scope of Work, when such revisions are inconsistent with written approvals or instructions previously given by Project Manager and are due to causes beyond the control of Consultant (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Expert Witness: Preparing to serve or serving as an expert witness in connection with any mediation, arbitration or legal proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/engineering practice related to construction. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ARTICLE A4 REIMBURSABLE EXPENSES A4.01 GENERAL Reimbursable Expenses cover those services and items authorized by the Project Manager 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 Project Manager and requirements of this Agreement. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ARTICLE A5 PROJECT MANAGER'S RESPONSIBILITIES A5.01 PROJECT AND SITE INFORMATION Project Manager, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations of existing structures, the grades and lines of street, pavement, and adjoining properties; the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities information regarding sewer, water, gas, telephone and/or electrical services. A5.01-2 Soil Borings, Geotechnical Testing: Soil borings or test pits; chemical, mechanical, structural, or other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and recommendations. Consultant shall recommend necessary tests to City. A5.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program pursuant to Article A2.02, Schematic Design. A5.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, if provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance with Article A2.01, Development of Objectives, to obtain sufficient information to perform its services. Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A5.01-5 Reliability: The services, information, surveys and reports described in Articles A5.01- 1 through A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the accuracy and completeness thereof, provided Consultant has reviewed all such information to determine if additional information and/or testing is required to properly design the Project. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT A SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Edward Baro Executive Vice President Luis Hidalgo Senior Vice President Brett Porak VP Preconstruction Paul Besse]] Vice President Li Li Preconstruction Chief Keith Kulynych Preconstruction Services Director Alex Suarez Project Executive Aaron Castellanos General Superintendent City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 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 Project Manager 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 Project Manager 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 exceeded, the Project Manager 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. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The Project Manager, subject to Section 2.03-1 of the PSA, agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Attachment A, Schedule A2 - Key Staff. B3.02 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 Project Manager at direct cost expended by the Consultant. Project Manager authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The Project Manager will, subject to Section 2.03-1, of the PSA, 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 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 Project Manager /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 B3.02 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets, which can be found on the City's Webpage at https://www.miamigov.com/Government/Departments-Organizations/Office-of- Capital-Improvements. The webpage also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal. B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the Project Manager for revisions and/or modifications to cost estimates, for other work when such work is due to errors or omissions of the Consultant as determined by the Project Manager. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 B3.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the Project Manager for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiation. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the Project Manager in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form, which can be found on the OCI website at https://www.miamigov.com/Government/Departments- Organizations/Office-of-Capital-Improvements. Failure to submit invoice(s) within sixty (60) calendar days following the provision of Services contained in such invoice may be cause for a finding of default. Failure to use the City Form will result in rejection of the invoice. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 B4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES B5.01 GENERAL Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the Specialty Subconsultants in the interest of the Work for the purposes identified below: 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. City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 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 Project Manager 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 Project Manager's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. END OF SECTION REMAINDER OF PAGE INTENTIONALLY LEFT BLANK City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT- EXHIBIT 1 ATTACHMENT B - COMPENSATION AND PAYMENTS SCHEDULE B2 - CONSULTANT INVOICE City of Miami Administration Building RFP 23-02-20 DocuSign Envelope ID: 00EAAEB7-C628-43D5-AE99-F05203C95D53 PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1 OFFFCE OF CAPfrAL CONSULTANT CWf OF MIAMI IMPROVEMENTS (OC1]0 .STAND4RD l WOICE In'Ac Foe i rrman • Inaoioo- Colic P+9lc mr}`x Peri= Garet sat Ma: Contact Tlt» Pro sat No.: Pr9JN tkvrr. Purchase Order Ho.: York Order Nor To:jcity ATTN: fnllll:l 40-E:'11 of 'Warn! O., cr Capt.3' I""'7r'.'reTe'll* ".:.. . 4— 1 DIN ail f..°arue- r Fif.Dr IMLamL FL 33I3a Worth GI, CM] frc n: L ,: X Y-._i Tac Mort) m„ DOM _ Ton ho P.r..'37nVwIIHalnrC.tl.a1:-:-,.Mai Mum Inns Clo srruon pm>• g PFnri ,iaT. Lac- r FYx. Wars L. osro trl L. 14rzpl of no n"11 n ,iapmad reboh cpoPa'oa 'f ^ab�, rr.^• a owl, m LI a: n1 . ,lan r La'o-v.. SERVICE CONTRACT FlMO1JNT iCrrrrr P'rP. I TGTALFAPI EEI TO GATE PREVO IPd Y YIrLYilbED £altlflENT lhrealt E mown' nriff:u D.aax+Dwrr 30. a aa.s rx�.eaaak..t.rDrr�nwre.;C1 OA. eA•InKt.n 'LT -Ha tirrsb.slon: DieRts,Prirruaaj Etemrly us Ckr.l:•xivo Nrravv.11r I ;Ten, 2 ; Pt. I 3 1.1-1.I ?opus. 1 ;TN, 2 ;Tip. 3 :MC Down ALA ; s - i - I - i - ; ,,.rikeDI C.,anr.re`;30% CC:• :s .a3 I .; i - i - I i - ; - I _ ti - / - i - .i 1 i i - I - i - A - - - - - - - - - - i ..tan YCCr.. i - amnia %:O x i Da a,rrsaa C1 U Nowboiloss Ph aar FaiaawSiYvrr IC i - - I t1 - - ti - - i - # i - - i - i # s- - i - Eapwna - - - ; - s - ; - i - s $ - i - ; - i - 1 - 31,r--.>., s - 4 - - - - - - i - i - i - i s - i - s - s - - - i - i - TOTAL Prior to this Irwolnr Faunal fling Oni la rt Baianor: s - IauhAat Elsuuottrc. Tel DEO'.i I - TO BE CONIPi ETHiLY 131F41PULTM1T FRII Cl PnlrH] TRII! A47 CO1111!^=T l': !LPPPORTr/C MCl/METE ['OMELET: Pa-rtatn u."a' Lobo: ol RAWro Yndowl o EcuLnoria In k.au: [odarool [Ma MEW° _ I Spob.. of Poi®G 'Vol royrwi Cm.rorio [Typo hr..arl Tr obl.rhaool) CrerclF MAY APPRIGI AREA TO BE OOIN.LEIED BY CITY OF BRAIN iiTE GOIa5TI11R olo lIo Lavod .". r-e':.lE" HiniduaER CHIEF PRCiECT MANAGER „brge_L MPra Dr: ri...r.i'k. I'm.rr rnsire, nInte l Drpireawrri MG STANT DPEG- CR Heald- Bala I If Elbrl DIRECTOR City of Miami Administration Building RFP 23-02-20 ACc. R�� CERTIFICATE OF LIABILITY INSURANCE YY) 03/05/2024 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 908-566-1010 Construction Risk Partners Campus View Plaza 1250 Route 28, Suite 201 Branchburg, NJ 08876 USA CONTACT NAME: Alice Kelley PHONE FAX (A/C No Ext): 908-566-1010 (A/C,No): 908-566-1020 EMAIL ADDRESS: certs@constructionriskpartners.com INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA:GREENWICH INS CO 22322 INSURED Moss & Associates, LLC 2101 N. Andrews Avenue, Suite 300 Fort Lauderdale, FL 33311 USA INSURERB:XL INS AMER INC 24554 INSURER CXL SPECIALTY INS CO 37885 INSURERD:INDIAN HARBOR INS CO 36940 INSURER E : INSURERF: COVERAGES CERTIFICATE NUMBER: 750115923 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. MSR TYPE OF INSURANCE A INSD WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS A X COMMERCIALGENERALLIABILITY CGE740992704 01/01/24 01/01/25 EACHOCCURRENCE $ 2,000,000 CLAIMS -MADE X OCCUR DAMAGERENTED PREMISESO(Ea occurrrence) $ 500, 000 X Contractual Liability MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 GEN'LAGGREGATE P POLICY OTHER: X LIMIT APPLIES PRO- JECT X PER: LOC GENERAL AGGREGATE $ 4,000,000 PRODUCTS-COMP/OPAGG $ 4,000,000 $ A AUTOMOBILELIABILITY X X X ANY AUTO OWNED X SCHEDULED AUTOS NON -OWNED AUTOS ONLY CAH740953907 01/01/24 01/01/25 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ $ B X UMBRELLALIAB EXCESS LIAB X OCCUR CLAIMS -MADE US00077035L124A 01/01/24 01/01/25 EACHOCCURRENCE $ 15,000,000 AGGREGATE $ 15, 000, 000 DED RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANYPROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBEREXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N N/A CWD742207902 01/01/24 01/01/25 X 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 D Professional Liability CE0744652307 01/01/24 01/01/25 Each Claim/Agg 2,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) It is agreed that City of Miami, Florida, a Municipal corporation of the State of Florida and Adler Development Manager LLC are named as Additional Insureds as respects to General Liability, Automobile Liability and Umbrella Liability on a primary and non-contributory basis. Waiver of subrogation in favor of City of Miami, Florida, a Municipal corporation o the State of Florida and Adler Development Manager, LLC applies to all policies referenced herein. 30 days notice of cancellation applies per policy provisions. Excess/Umbrella follows form. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Adler Development Manager, LLC THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN l ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZEDREPRESENTATIVE n- 3800 NE 1st Avenue, Suite 300 Miami, FL 33137 USA \ „/ /', ^s , ACORD 25 (2016/03) JFine 750115923 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Olivera, Rosemary From: Manzo Macias, Hannah Sent: Friday, April 5, 2024 1:29 PM To: Olivera, Rosemary; Lee, Denise Cc: Hannon, Todd Subject: Fully Executed Moss Acknowledgement and Consent Attachments: Moss_Acknowledgment_and_Consent Combine.pdf Good afternoon, I hope that all is well. Please find the fully executed Moss Acknowledgement and Consent attached. Sincerely, Hannah M. Manzo Business Systems Administrator Building City of Miami 444 SW 2 Avenue, 3 Floor, Miami, FL 33130 (305) 416-1471