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CITY OF.,MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS Woklily PROGRAM, PROFESSIONAL SERVICES AGREEMENT Service Category MiscellanOOLls Architectural Services Contract Type Miscellaneous Services Consultant R,E. Chisholm Architects, Inc, TABLE OF CONTENTS ARj!gL9_1 DEFINITIONS.........,,.....,..,.. ..... I ........ . ................ .....;111.....1 ............ --- ........ 4 &RTICLE 2 GENERAL CONDITIONS-, .......... ...... ...... .................... .......... ...... -- .................... 2.01 TERM:...... - ............ : ................... ...... - ........ ...... -- ... I ........................11,.. .1 11 - ....... .. , 2.02 OPTIONS TOEXTEND:. -.111 11, 111. ................. .............. . ..... :--- ........ -- ...... .......... 6 2.03 SCOPE OF SERVICES ... ---- ....... - ............... --- 1.11, 1111.1.11.1- -.1.1 --- ... I'll., ...... I .... 1-1......., ... 1. ....... 6 2.04 COMPENSATION...... -- ............. ....... I .... ................ ......... ........ I-- .................. x- ...... - .... -- ....... ,,......6 ARILCLE3 PERF6kmANqg, ....... .......... -.* .................................. ..............1........................ 3.01 PERFORMANCE AND DELEGATION.........,---, ............. ... .......... 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL ........... .............. ........ ........... .......... 3.03 CONSULTANT KEY STAFF .... ....... -- .......... ......... .............. 7 3.04 TIME FOR PERFORMANCIH:-, ..... ..................... 7 ARTICLE 4 SU $-CONS U _LTANTS ... ..... ......... ....... ..,,........7 4.01 * GENERAL...;".-,; ........... ............. ........... ......... ... . .... ,..7 4.02 SUBCONSULTANT RELATIONSHIPS....., ...... 1111. , 1111......... - ...... .......... 1- ........ -.1 ............... 7 4*03 CHANGES TO SUB -CONSULTANTS.,,,...,... .... ....................... ...... ---L, .......... ...... ARTICLE6 DEFAULT_- ................... -- ............ ............ ...... ........ --- .... -- ......... ....... 5.01 G8NERAI...- ... ;-".- ...... ; ..... I .................. 1-1 .......... ---- ........ ...... ............... 5.02 CONDITIONS OF DEFAULT,.,,, ...... ...... ....... 6;03 TIME TO CURE DEFAULT; FORCE mAjEURE ......... ............. ........... ...... ........ v'- ....... 8 ARTICLE 6 TERM ATIONOFAGREEMENT... .............. ............ .................. 9 6.01 CITY'S RIGHT TOTERMINATE ... ...... .......... ....................................... ......... --- ......... ..... 6.02 CONSULTANT'S RIGHT TO TERMINATE .. .................. ................................... . .......... .......... -6.03-TERMINATION-DUE-TO7UNDIS-C SE LOBBYIST OR AGENT- ... _ARTIC .LE 7 D,OgUMENTS AN Q RECORDS : ................ ,.........,..........•..,...,.......... ...... . ....... 7.01 OWNERSHIP OF DOCUMENTS ...... 7.02 DELIVERY UPON REQUEST OR CANCELLATION-,,- ...... ............... - ...... ...... ................. ......... 7.03 RE-U$E. BY CITY ............. ........ .............. .. ....... 7.04 NONDISCLOSURE....... ...... - ..... .............. I--....1 ... ....... ........ ........ ... ...................A0 7.05 MAINTENANCE OF RECORDS.......-, .............. -- ...... ............ -.1- ...... ARTICLg INDEMNIFIC inoq.... ...... ............ ........................ .................10 .ARTICLE 9 INSURANCE, ................. ................ ............................-:..........,11 9,01 COMPANIES PROVIDING COVERAGE ...... ......1 1 9,02 VERIFICATION OF INSURANCE COVERAGE ...... ........ ...... ...... ...... ................. ,9.03 FORMS OF COVERAGE ................ ... . ...... ......,n . 1 .............. ....... 9.04 MODIFICATIONS TO COVERAGE....,...., .. ......... ........... ...............;,..12 ARTICLE 10 MISCELLANEOUS ............. ........1111, 1111.....,......,... ......... ....... ....... 1.2 10.01 AUDIT RIGHTS- ...................... ...... ......... - ........ . ......... 1111.,..... 1 12 10.02 ENTIRE AGREEMENT. .......... ...... I ....... ................. ...... -.- ........... ...... ............. 10.03 SUCCESSORS AND ASSIGNS .......... i .......... ...... ............ - ........... ........... -- ............. - ........... 12 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE -- --, ................... 11-11.1111 .............. ...... - ........ 10.06 APPLICABLE LAW AND VENUE OP LITIGATION--- ..............111.,.... ................. I ........... 10106 tIOTICE8-.-.,,: ............... .............. .... . ........ ......... 13 10.07 INTERPRETATION- .... ...... I-- ........ ....... 6 ....... ............... .... . ............. 10,08. JOINT PREPARATION.; ............. ....... .. . ...1111................ 10.09 PRIORITY OF PROVISUONS., ......... --- ....... 1-1---l-11.1- ...... ................... ....... ......... -- ........... 14 10,10 MEDIATION - WAIVER OF JURY TRIAL. ..1:1:11. .... la, ................... ........... 1� ........................... 14 10.11 TIME-.. ........ I-- ...... ........ ....... ....... .... . . ..................... -- ..... . ......... .............. ; ......... ...... --........14 Page I TABLE OF CONTENTS (CONTINUED) 10.12 COMPLIANCE WITH LAWS ..... ; ........ ...... ....... o-.- .......... ....... .............14 10.13 NO PARTNERSHIP ........ ................ .......................... i., ......... ....... 10.14 DISCRETION'OF DIRECTOR,...... ....................... ,.....'16 10A RESOLUTION OF CONTRACT VISPUTES:....',.... .............. .............. ........... i, ,...,....,.`15 10.16 INDEPENDENT CONTRACTOR..,,,,,,. ......... ......... ...... .... - .................... .......... -- ....... ........ --'15 ATTACHMENT A - SCOPE OF WORK ................................. -- ............ I ............... .............. 20 ARTIOLEI.Al GENERAL... ................. -11111-1-...." ....... ............ ................ ; ...... 20 A1,01 SCOPE OF SERVICES ...... ....................... ...... ........ ......................... 1.1-20 A1,02 WORK ORDERS ,� ......... -- .... ....... ............. ........... ........ ................ ...... ...................... ......... 20 ARTICLE A2 BASIC SEB.VIgES-,i ......... ........ - ...................... ... .,20 A2.01 DEVELOPMENT OF OBJECTIVES ..................... --- ...... .... -- ...................... ....... ........ -21 A2.02 SCHEMATIC DESIGN ............ -- ................. ....... ......... ...... ...... .21 A2.03 DESIGN DEVELOPMENT. ..................... ....... .......... ............. i ....... ....... i ....... ............................ 22 A2,04 CONSTRUCTION DOCUMENTS- i-- ............ ...................... ............ .... .......... .......... -,22 A2,06 BIDDING AND AWARD OF CONTRACT ............... .............. --23 A2A ADMINISTRATION OF THE CONSTRUCTION CONTRACT. � ...... .......................... ....................... 24 THE A2.07 ADMINISTRATION OF TE CONSTRUCTION CONTRACT ............. o- ........ 27 ARTICLE i46DDITIONAL SERVICES, ....................... ............ -- .............. _ ........ ...... -- .......... ....... - 30 .A3.01 GENERAL.- .......................... ......... .... . ............................ _, ......... .......... * ....... ....... 4 ........................ A3.02 EXAMPLES-- ................ ................... ..... ........ . ........... ........... A3.03 ADDITIONAL DESIGN ........... ............. 1- ...... -, ....... .......... -."; .............Ao ARTICLE A4 CITY'S RESPONSIBILITIES-, ................ ......... i-- .............................. ........... ...... A4.01 PROJECT &SITE INFORMATION... .... ................................... ......... A4.02 CONSTRUCTION MANAGEMENT............ ........ ........... ................. ...... SCHEDULEA2. - KEY STAFF..,...... .... ............................ .................. ..... 32 ATTACHMENT B - COMPENSATION, AND PAYMENTS ............... ........... ; ......... ... -i�- ... 33 ABnqLM METHOD OF COMPENSATION-. ............... I..�. ...... .................. .............. ............... 33 81.01 COMPENSATION LIMITS ...... ......... .............. ........... * ...... ......... ............. ................. 33 81*02 CONSULTANT NOT TO EXCEED.,,...., .............. ............ ............................. i -- ........ 33 ARTICLE>32............. ...... .......... .............................................. ............. .33 B2.01 FEE BASIS .... ............. .......... . ...... 11-11-11"...- .... a...33 132.02 EMPLOYEES AND JOB CLASSIFICATIONS ................... ........... ......... .............. B2.03 MULTIPLIER...,, ........ . . ......... ...... ......... - ........ ......... i-.- .......................... 33 82.04 CALCULATION, .............................. ...... I ....... - ...... ......... 33 132.06 EMPLOYEE BENEFITS AND OVERHEAD ......... ........ ....... ; ...... ...... .............. ,,...,..,,;34 82.06 ESCALATION, ...... .......................... ................. !1-1. I'll., -1-.1-1 ......1... 11.1111'...." ....... ......:34 ARTICLEB3 COMPUTATION OF FEES AND COMPENSATION.. ......... .......... .................34. 13101-LUMI37SUM:... ... ...... ...................... .............. ......... ....... .. 34 63.02 HOURLY RATE FEES,............. ........ -;-, ....... ................. ....... .......... -A4 133,03 REIMBURSABLE EXPENSES-- - ...... ........ ................... - .......................... . ............... ,34 83104 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: ..................... ......... 34 83,05 FEES FOR ADDITIONAL SERVICES ... ........................ .... .* .................. ........... .....................36 83.06 PAYMENT EXCLUSIONS............ .......... ......... ........ ........ ............. ......... ................. ............. -35 83.07 FEES RESULTING FROM PROJECT SUSPENSION ............... ....... ARTICLE 84 PAYMENTS To THE ,.CQNSULTANT-,-, ................... ............... ............................... -.35 84.01 PAYMANTS GENERALLY ......... ... ........ .............. .......... ............ 134.02 FOR COMPREHENSIVE:BASIC SERVICES- .................... 64.03 BILLING - HOURLY RATE, . ............. ...... ....... ........ ...... I ................. 36 B4,04 PAYMENT F0 P ADDITIONAL SERVICES & REIMBURSABLE EXPENSES . ......... B4.05 DEDUCTIONS .... j ...... ....... ......... ............... ....... ............. ....... -36 ARTICLE 136. REIMBURSABLE EXPENSES:.............,.,...................................36 B5.01 GENERAL ............ -1-1-1111 ...... ...... ...... ......................... ................ -36 56:02 REIMBURSEMENTS TO THE SUBCONSULTANTS .................. ......... - ......... ...... - ... 1.11-1.1- .... -37 AT EB6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS.. ... ....................37 86.01 GENERAL . ............ ........... ............. .......... ................ p.- ............. 37 SCHEDULE Bl � WAGE RATES SUMMARY... .... ............ ............ .......... , ......33 Miscellaneous Architechwal Services RFQ No, 12-1.3024 Page 2 R.E. Chisholm Architects, Inc, CITY OF MIAMI DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Architectural Services for Miscellaneous Projects Service Category (RFC No. 12-13-024) Contract Type Miscellaneous Services Consultant R.E. Chisholm Architects, Ind, Consultant Office Location 4921 SW 741h Court, Miami, Florida 33155 City Authorization Section 18-87 THIS PROFESSIONAL SERVICES AGREEMENT ("AGREEMENT") made this day of in the year 2014 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and R.E. Chisholm Architects, Inc., hereinafter* called the "Consultant." RECITAL A. 'heCityissued a Request for Qualifications ("RM") No. 12-13-024 on March 18, .2013, for the provision of Miscellaneous Architectural Services ("Services') and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The. RFQ and the Proposal are sometimes referred to herein, 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 the event of any conflicts(s) with the terms of this Agreement this Agreement shall control and supersede any such conflicts(s). & WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant In accordance with Section 287,055, Florida Statutes, (Consultants` Competitive Negotiation Act, hereinafter referred to as "CCNK), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein, WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: W Iscellanedus Architectural Services RF'QNo. 12,-13-024 Page 3 R.E. Chisholm Architects, Inc, 14— 74k PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITION$ 1.01 Additional Services means any Work defined as such In a Werk Order, secured incompliance with Florida Statutes and .City Code, 1;62 Attachments mean the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth 1n 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. 1.66 City Commission means the legislative body of the City of Miami. 1.118 City Manager means the duly appointed chief administrative officer of the City of Miami. 1w07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the Public agency which is a party hereto and for which this Agreement Is to be performed, In all respects hereunder, the City's performance Is pursuant to the City's position as the Owner of the Project, to the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable In any manner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City". For the purposes of this Agreement, "City without modification shall mean the City Manager. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management. 1.09 City Commission means the legislative body of the City of Miami. 1.10 Community Business Enterprise ("CBE") means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or surveying and mapping professional services to the prime_proposer as required pursuant to City Code §18-87. 1,11 Consultant means the individual, partnership, corporation, association, joint venture, limited liability Company, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1,12 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.13 Director means the Director of the City Department designated:.herein who has the authority and responsibility for managing the specific project or projects 'covered under this Agreement. Unless otherwise specified herein or in a Work Order, for the purpose of this... Agreement, the Director is the top administrator (e.g. the Director) of the Department of Capital improvements Program or designee. 1.14 Inspector means an employee of the City or of a consulting firm hired bythe City and assigned by the City to make observations of Work performed by a Contractor. 1.15 Notice to Proceed means 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. 1.16 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor ;Work to be performed under this Agreement and the construction of a .project as a direct representative of the City. Miscellaneous Architectural Services RPQ No. 12.43-824 Page 4 RX Chisho .m Architects, Inc. PROFESSIONAL SERVICES AGREEMENT 1.17 Project means the construction, alteration and/or repair, and all services and incidentals thereto., of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined In the Scope of Services and/or Work Orderissued pursuant to this Agreement. 1.18 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as appilcablej as defined by the laws of the State of Florida, or those performed by any architect, prof6sslonal engineer., or registered surveyor or mapper in connection with his or her professional employment or practice, These services may be abbreviated herein as "architectural/ engineering services" or 'professional services", as, applicable, which are within this definition. 1.19 Professional Services Agreement ("Agreement" or VSAII) means this Agreement and all. attachments and any authorized amendments thereto., In the event of a, conflict between the Response to the Request for Qualifications. ("RFQ") and the Consultant's response thereto the,AFQ will control. In the event of any conflict betweeri the Consultant's responses to the RFQ, this PSA will control, In the event of any conflict between this SSA and its attachments this PSA will control, 1.20 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named . by the City Manager to administer matters relating to insurance and risk of loss for the City, 1.21 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of . Project or an assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary for Its completion. 1,22 Sub-cansultant means a person or organization of properly registered professional architects, engineers, registered suNeyor or mapper, and/or other professional specialty that has entered into a written agreement with the Consultant to furnish specified professional services for a Projector task. 1;23 Wage Pates meant the effective direct expense to the Corisultant and/or the Sub -Consultant, 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 mannerof compensation. 1.24 Work means all services, materials and equipment provided bylqr Linder this Agreement With the Consultant. 1.26 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects, 1.26 Work Order Proposal means a document prepared by the Consultant, at the request of the City for Services to be provided by the Consultant on, a specific phase of a. Project, ABILC—LE-2 GENERAL CONDITIONS 2.0.1 T1 RM; The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and Is not to be considered or .Interpreted as a time limitation, This Agreement shall, be In plate until completion of the. Project or until terminated as provided in the appi , !cable sections of the Agreement.. Z-01. I Extension of Expiration Date. In the event the Consultant is engaged in. any Project(i) on the Agreement expiration date, then this Agreement shall remain In effect until completion or termination of said Prp)ect(s). No new Work Orders shall be issued after the expiration date, . ... . ...... Miscellaneous Architectural Services RFQ No. 12-13-024 Page 5 RX, Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT 2.0 OPTIONS TO EXTEND: The CITY, by action of the CITY MANAGER, shall have the option to extend the term for 2 additional perlod(s) of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds, City Commission authorization of this Agreement includes delegation of authority to the CITY MANAGER to administratively approve said extensions provided that the compensation limits set forth in 2.04 are not exceeded, 2:03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically -described and under the special terms and conditions set forth In Attachment "A' hereto (to be Determined), which by this reference, Is incorporated into and made a part of this Agreement, 2.03.1 COMMUNITY BUSINESS ENTERPRISE ("CBE") PARTICIPATION REQUIREMENTS ORDINANCE 13331, codified as § 18-87(p), City Code, Prospective Firms must adhere to the following requirements, 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community business Enterprise (' On"); 2) Place a specific emphasis on utilizing local small businesses from within the City$ municipal boundaries (e.g. Within the City limits)., 2.04 COMPENSATION 2.04-1 COMIDOn$41 The-amountof-compensation-payable-by-the-City-tom the-Consultaa t shall -boa lump sum or not to exceed fee, .based on the rates and, schedules established In Attachment B hereto, which by this reference it incorporated Into this Agreement; provided, however, that in no event shall the amount of compensation exceed Five Hundred Thousand Dollars ($600,0,00) in total over the term of the Agreement and any.extenslon(s), unless explicitly approved by prior action of the City Commission and put into effect - by written amendment: to this Agreement. The City may, at its sole discretion use other compensation methodologies. The City shall- not have any liability nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. 2,04-2 Pa Lilents Unless otherwise specIfically provided in Attachment 8, payment shall be made in accordance with 'Florida Statute Chapter 218, Part Vil, Local Govemment Prompt Payment Act, after receipt of the Consultants invoice, which, shall be accompanied by sufficient supporting documentation and contain sufficient detail, to constitute a "proper invoice as defined by § 218.72, Fla, Stat,, and to $flow 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 for travel expenses shall be -submitted in accordance with Section 112.061, Fla, Stat, The Consultant shall utilize Attachment "C' for the submission of invoices. Miscellaneous Architectural Services RFQ No. 1213-024 Page 6 RX, Chisholm Architects, Inc, PROFESSIONAL SERVICES AGREEMENT 7« gRFO t/CE 3,01 PERFORMANCE, AND DELEGATION The services to be performed :hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this. Agreement, or approved, in writing by the City. Any such approval shall not be construed as constituting an agreement between the City and any other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for. the prompt removal and :replacement of any personnel employed or retained by the Consultant, or any ub-Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the •Consultant to provide and perform: services Or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of .such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees work under this Agreement. . 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, ,an the basis of qualifications of particular staff Identified in the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff", The Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key 'Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such .information as necessary to determine the suitability of proposed new Key Staff, Director will act reasonably in evaluating Key Staff qualifications. Such acceptance shall. not constitute.any responsibility or liability for the lndividual's ability to perform. 3.04 TIME FOR PERFORMANCE The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time is of the essence with respect to performance of this Agreernent. A reasonable extension of the time for completion of various assignments, tasks or phases may be, granted by the City should there be a delay on the part of the City In fulfilling its obligations under this for extra compensation.. A&TICLE 4 SUR -CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was .identified as part of the consulting team in 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 Schedule A! attached hereto and incorporated by reference, 4.012 A Specialty Sub -Consultant 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. Speclaity Sub -Consultant shall be in addition to those identified in Schedule Al. 4.02 suB-coNSULTANT RELATIONSHIPS 4.024 All. services provided by the Sub -Consultants shall be performed pursuant to appropriate written: agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement, Miscellaneous Architectural Services RFQ No. 12-18-024 mage 7 AX. Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT 4.02.2 Nothing contained in this Agreement shall create any contractual or business 'relationship between the City and the Sub -Consultants. The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge, 4.03 CHANGES TO SUB -CONSULTANTS The Consultant shall.not add or modify change any Sub -Consultant listed in 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 substitution. ABILCLE 6 DEFAULT 6.01 GENERAL If the Consultant falls to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Consultant shall be In default. upon the occurrence of a default hereunder the City, in addition to all remedles avaliabie to it by law, may immedlately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of thls.Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses incurred by the City in. the re -procurement of the Services, including consequential and .Incidental damages. In the event of default, the City may also suspend or withhold reimbursements from the Consultant until such time as the actions giving rise to default have: been cured. 6.02 CONDITIONS OF DEFAULT A finding of Default :and subsequent termination for cause may include, without limitation, any of the following: 5.02.1 The Consultant fails to obtain or maintain the professional engineering certification licensure, insurance or bonding herein required. 6.02-2 The Consultant fails to comply, in a substantial or material sense, with arty of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such default. 6.02-3 The Consultant falls 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. 6.0 TIME TO CURE DEFAULT; FORCE MAA-8URE The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the Consultant shalt take all necessary action to cure said default within time stipulated in said notice, after which time the City may terminate the Agreement. The City at its sole 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.specifiedthe Agreement shall be automatically terminated on the last day of the time stipulated in said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term. is interpreted under .Florida law, then the City may allow an extension of.tilme reasonably commensurate with the cause of such failure to perform :or cure. tvliscellarteotis Architectural Services RFQ No. 12-1�-424 Page 8 RX, Chisholm architects, Inc. PROFESSIONAL 8ERVIGES AGREEMENT AnCLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including the Director, ordesignee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice,. Upon termination of this Agreement, all charts, sketches, studies*, drawings, and other documents, including all electronic copies related to Work authorized under this Agreement, whether finishedor not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director or designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee, 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses earned compensation for the $ervices that was performed in complete compliance with the Agreement, as full and final settlement of any claim., action, demand, cost,, charge or entitlement it may have, or will, have against the City, Its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this agreement, in writing, following breach by the City, if breath of contract has not been corrected within sixty (60). days from the date of the City's receipt of..a written statement from the Consultant specifying Its breach of its duties under this Agreement, 6.03, TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT NT The Consultant warrants that it has not employed or retained any company or, person, otherthan a bona fide employee working solely for the Consultaritto 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 forthe Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement, For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 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 datacollected, together with summaries and charts derived there from, including all electronic digital copies will be considered works made for hire and will, based on incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without. restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services andlor upon completion or termination of this Agreement, The Consultant shall not copyright any material and products or patent any invention developed Under this Agreement.. The City shall have the right to visit the site for inspection of the work and the, products of the Consultant at any time., The Consultant shall be permitted to retain copies, including reproducible copi es, solely for Information and reference in connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant tro.promptly deliver all such documents, both hard copy and digital, to the Director or designee within ten (10) days of cancellation, or within len (10) days of request by. the City, shall be just cause for the City to withhold payment, of any fees due the Consultant until, the Consultant delivers all such documents., The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It it understood. that all Consultant agreements and/or Work Orders for new work will include the 0ovislon for the re -use of.plans and specifications, including construction drawings, at the City's sole, option, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, * .fbes or documents being required. and Without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, :documents, Miscellaneous Architectural Services RFQ No. 12-13-02 Page 0 RX. Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 .NONDISCLOSURE To the extent allowed .by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or deslgnee's prior written consent; or unless incident to the proper' performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the services to be rendered by the Consultant hereunder, and the Consultant shall require all of Its employees, agents, Sub -Consultants, and subcontractors to comply with the provisions of this paragraph, 7.05 MAINTENANCE OF RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect Its services hereunder, lRecords subject to the provisions. of the public Records Law, Florida Statutes Chapter 119,. shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation will be retained by the Consultant for a minimum of three (3) .yearn from the date of termination of thin 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 conductedonly during normal `businesshours. Consultant shall additionally comply with the provisions of §119.0701, Florida Statutes, entitled "Contracts; public records". ARTICLE 8 JUDEMNIFICATION The Consultant. shall indemnify, defend, save and hold harmless the City and its officials, employees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees). or liabilities (collectively referred to as "ilabilitles") arising out of or resulting from or in connection. with (i) the performance or non-performance of the duties, responsibilities, standards, services, caused, in whole Orin part, by any act, omission, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants (collectively referred to as "Indemnifying Parties "), regardless of whether it Is, or is alleged to be, caused in whole or part (whether joint, concurrent or contributing) by any act, omission, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or indemnitees, or any of them, or (ii) the failures of the CONSULTANT to comply with any of the provisions herein:; or (III) the failure of the CONSULTANT , , to comply with. statutes, ordinances, rules,. codes, r other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, In connection with the granting , approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or professional standards of care or similar limitations Imposed on such agreements by law; CONSULTANT expressly agrees to indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted,by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former a npioyee would otherwise be limited to payments under state Workees Compensation or similar laws. This section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including; without limitation, Sections. 725.05 and 725.08, Fla Stat., if applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration of the Agreement. Miscellaneous ArckziteotUr, Services itFQ No, 12.13-024 Page 10 R.E, Chishalin Architects, Inc.. PROFESSIONAL SERVICES AGREEMENT The Consultant shall require all Sub consultant agreements to include a provision that they will indemnify the City. The Consultant agrees and recognizes that the City shall not be hold liableor 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% actions. In reviewing, approving or rejecting any submissions by the Consultant or other acts. of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and Independent consideration . . , for the granting of this Indemnification, the receipt and sufficiency :of which is voluntarily and knowingly acknowledgedby the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all Insurance required hereunder and the City's ftk.Manager 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 leastA(X), as perA,M.,: Best Company's Key Rating Gulde,latestodition, .9,02 VERIFICATION OF INSURANCE `COVERAGE. the Consultant shall furnish certificates of insurance to the Risk Administrator for review approval pr I [or to the execution of this Agreement. The Certificates. shall clearly indicate that the Consultant has obtained insurance of the type,, amount and classification required by these Provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating, as Identified - heroin for the t I erm of this contract, The Consultant shall provide written notice to the City's: Department of Risk Management of any material change, cancellation andfor notice of non -.renewal of the insurance within 30 days Of the change. Wthin ten (10) days of written request. 9.03 FORMS OF COVERAG15 U3-1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,00.0 per occurrence, $2,000,000 aggregate for bodily injury and property Aamage. The coverage shall include Contingent and Contractual Liability, and Products and Completed Premises and Operations, bt Operations, with additional endorsements as applicable. The coverage shall be Written on a.primary and non-contributory bests with the City listed! as an additional insured as reflected by endorsement GG 2010 11/85 or its equivalence. Notice of cancellation should read (30) days/ (10) days for nonpayment. b.03-2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned, hired and non -owned autos -with a minimal combined single limit of $1,000,000 naming the City as an. additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10) days for nonpayment, 9,03-3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance Including Errors and Omissions coverage in the minimum arnount of $1,00.0,000 per claim, $1,000,000 aggregate. providing for all sums which the Consultant shall be regally obligated.to pay es damages for claims arising out of the services performed by the Consultant or, any person employed by the Consultant in connection with Miscellaneous Architectural Services RFQN'o. 12-13-024 Page 11 R, . F. ChlsholniArchitects,.Inc, PROFESSIONAL SERVICES AGREEMENT this Agreement. This insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement. 9,03-4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance With Florida Statutes, Chapter 440, as, amended, and Employee's Liability with a minimum limit of $600,000 each occurrence, 9.03-5 SUB -CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same, insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator orhlslher 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) day Written notice to the Consultant in accordance with §10.06 herein. The Consultant shall comply with such requests unless the Insurance coverage Is not then readily available In the national market, and may request additional consideration from the City accompanied by justification. ARTICLE 10 MISCELLANEOUS 10.61 AUDIT RIGHTS; INSPECTION RIGHTS TheCityreserves the right to audit the Consultants 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 §18.101 and § 18- 102, City Code, are applicable to this Agreement and are deemed as being Incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as It may be amended from time to time, represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended,odif changed–mi- ied_or otherwise b1fe—redn_anect______ I y respect, at any t time aftertheexecution 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 any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or.assIgned, in whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission. it Is understood that *6 sale of the majority of the Stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each ;be .deemed transactions that would constitute an assignment, or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment , sale transference without City Commission approval shall be cause for the City to cancel this Agreement, The Consultant shall have no recourse ' from such cancellation. The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement. in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment, The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement; 10.04 TRUTH414-NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be. cornp6nsated :under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs Miscellaneous Architectural Services RFQ No, 12.13-024 Page 12 RX, Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, Incomplete or non-current wage rates and other factual unit costs. All such price adjustments will be made within one (1) year following the end of the Project. 10.06 APPLICABLE LAW AND VENUE 4F 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 byany party, concerning this agreement, or arising out of this agreement, shall be brought in Miaml-Dade County, Florida. each party shall bear its own attorneys fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8 where the_ Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, :such notice must be in writing; sent by registered United States mail, return recelpt 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 forgiving of notice: FOR City of Miami: Mr, Mark Span oli, P.E., Director Capital Improvements Program .City of Miami" Department of Capital Improvements.(CIP) 444 S.W. 2"d Aver � 81h FI Miami, Florida 33430 Mr. Jeovanny Rodriguez, P.E, Assistant Director City of Miami Department -of -Capita I -lin provem encs -(-GIP) 444 S.W. 2nd Ave., _ 81h F Miami, Florida 33130 For Consultant: Robert E. Chisholm, FAIR, NCARB President R.E. Chisholm Architects, Inc.. 4921 SW 74th Court Miami, FL 33155 305-542-9233 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 applled 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 particular 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 whale, including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. 10.018 JOINT PREPARATION 1 Miscellaneous Architectural Services RFQ Na. 12-13-024, Page 13 RZ Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more, severely against one of :the parties than any other, 10,09 PRIORITY OF PROVISIONS If there here is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to Herein, in, 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 Ina cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject.project(s), and/or fbilowling 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 With all Sub -Consultants and/or . Independent contractor * s and/or the Consultants retained for the project(s), thereby providing for non-binding. mediation as the primary mechanism for dispute resolution. Each party will bear their own at . tomey's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement, 1110.111 TIME Time is of the essence in this Agreement. 10.1.2 . 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 guldelines and standards in performing its dutle-5, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connectionwith the performance of this agreement. Non-discrimination ,that there shall be no discrimination In connection with the Con5ultanVa performance under this Agreement on account of rate, color, sex, religion, ago., handicap, marital status Or national Origin, The Consultant further covenants that no otherwise qualified. individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation In, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12A OSHA COMPLIANCE The Consultant warrants that It will comply with all safety precautions as required by federal, state or local laws, rules,. regulations and ordinances. The City reserves the right to refuse the Consultant access to City property,, including project'jobsites, if the .Consultant 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. 10.12-2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in. the course of providing any work, labor or services funded by the City, including Titles I & 11 of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10,13 Ad PARTNERSHIP Miscellaneous Architectural Services RFQNo. 1243,�024 Pogo 14 RX, Chisholm Architects, Inc. PROFESSIONAL. SERVICES AGREEMENT The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.1.4 DISCR5TION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be. within the exercise of `the reasonable professional discretion of the 'Director or the Director's authorized designee. 9.0.16 RFSO.L,UTIQN of CONTRACT t]ISPUTE:S The Consultant understands and agrees that all disputes between It and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the "following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel 'identified in Article 10.06, Notices; Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shalt submit their dispute in writing,. with all supporting documentation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification. the Assistant Director -Contracts shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant: shall submit their dispute in writing within five calendar days to the :Director. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal In writing within five 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 his/her. :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: it has first or (li) a period of sixty (60) 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) days has expired where the City Manager's decision is subject to City Commission approval; or (iii) The City has waived compliance with the procedure sef forth in this section by written Instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRAACTOR The Consultant has been procured and is being engaged to provide services to the City as an Independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor: be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Cornpensation 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 ander this Agreement. 10.17 CONTINGENCY CLAUSE, Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities end the Agreement is subject to amendment or termination due to lack of funds, .reduction -of funds and/or change in regulations, upon thirty (30) days' notice. 10.18 THIRD PARTY BENEFICIARY Miscellaneous Architectural Services RFQ No, 12-15-024 Page 15 RX. Chisholm Arcbftects, hic. PROFESSIONAL SERVICES AGREEMENT The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 113.19 ADDITIONAL TrERIVIS AND CONDITIONS No additional terms and conditions :included with the solicitation response shall be evaluated or considered, and. any and all such additional terms and conditions shall have no force or effect and are inapplicable to this solicitation, If submitted either purposely, through intent or design, or inadvertently, appearing teparately in transmittal letters, specifications, literature,, price lists or warranties, it Is understood and agreed that the General and Special Conditions tions In this solicitation are the only conditions applicable to this solicitation and that the bidders/proposer's authorized signature affixed to the bidder's1proposer's acknowfedgment form attests to this. If a Professional Services ervices Agreement ("PSA') or other Agreement is provided by the City and included In this solicitation no additional terms or conditions which materially or substantially vary, Modify or alter the terms or conditions of the Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any andall such additional terms and conditions shall have no force or effect and are Inapplicable to this Professional Services Agreement ("PSA") or other Agreement.. Mikellaneous Architectural Services R No. 12-13.024 Page 16 R.E. Chisholm Architects, Inc. I PROFESSIONAL SERMCS AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNJ/AT T: Sfgnaturs Matthew Polak. AIA, VP, Print Narn6, ritle ATTEST, Consultant Secretary (Affirm Consultant 6eai, if available) ATTEST: R.E. Ghishq1M.Archiltects, Inc. CITY OF MIAMI, a municipal corporation of the State of Florida 4ToddDaniel J. Alf#0 City Manager a non, City Clerk TO 0, Department APPROVED AS TO LEGAL FORM AND Miscellaneaus Architectural Services RFQ No, 12-13-024 Mage 17 R.E. Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (Iii CORPORATION) I HEREBY CERTIFY that at a meeting of the Board of Directors of R.E. Chisholm Architects Inc, , a corporation organized and existing under the laws of the State of Florida , held on the 10 day of March 2014, a resolution was duly passed and adopted authorizing (Narrrne) Robert E. Chisholm as (Title) President of the corporation to execute agreements on behalf of the corporation and providing that his/her 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 WHEREOR I have hereunto sot my hand this 1fl _, day of Ma ch 20 14. Secretary: Print: Lill am F. Chisholm CERTIFICATE OF AUTHORITY (IP .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 „dad of a resolution was duly passed and adopted authorizing (Name) as jitle) I of the partnership to execute agreements on behalf of the partnership and provides that his/her execution thereof, attested by a partner, shall be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of y Partner: Print: .ivames aria aaaresses or arTners: Name I Street Address City I Mate 2ip Miscellaneous Architectural Services Ri+QNo.. I2-0-024 Page 18 RZ Chisholm Architects, h1c. PROFESSIONAL SERVICES AGREEMENT CERTIFICATEOF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement Indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no.jaint venture agreement each member of the joint venture must sign the bid and submit the appropriate Certificate of Authority (corporate, partnership, or individual). CERTIFICATE OF AUTHORITY (IF INDIVIDUAL) I HEREBY CERTIFY that, I (Name) Individually and doing business as (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached, IN WITNESS WHEREOF, I have hereunto set my hand this. .:day of , 20_ Signed: Print: NOTARIZATION STATE OF FLORIDA } COUNTY OF MIAMI-DAI)E The foregoing instrument was acknowledged before me this 11 day of March , 20 14 , by Robert E, Chisholm , who Is ;personally known to me or who has produced Driver's License as identification and who .(did I did not) ke an -oath. SIGNATURE iKF NO Y PUBLIC #g''�v` W�cqueline C, R sc STATE F . ORIaA "coal IuloN#EE12.4570 EXPIRES+ AUG. 28, 2015 Jacqueline.C. RascCi '+rd ' i`"R WWWAARONNOTARY.M PIRINTI p, STAMPED OR TYPED NAME OF NOTARY PUBLIC MiscellaneousAmbitecturalServices RI~QNo. 12-13-024 Page 19 R.E. Chisholm. Architects, Inc. PROFESSIONAL SERVICES AGREEMENT ARTICLE Al GENERAL. Architectural Services shall include, but are not limited to, project management, complete planning and design services, services to assist the Laity in fulfilling its responsibilities under Miami 21 and all Cather relevant State, County and. City ordinances. May also include planning and design services, programming, schematics, scheduling, inspection, permitting, feasibilitystudies, ADA compliance, options permuting, evaluations, public/community meetings andfor charrettes, lighting, electrical, structural, landscaping, site plan, parking analysis, Design Criteria Package, detailed facility assessments, cast estimates, opinions of probable construction cost; .preparation of bid and construction documents, review of work prepared by Sub -consultants and other corisuitants, field investigations. and :observations, construction contract administration, as -built documentation and other related architectural services as needed to complete the Projects. Consultant shall provide Professional Architectural Services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as: amended, Consultants` Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional Services in accordance with all applicable law, 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 ail or some of the services presented in this Agreement, depending on the needs of the City for the Project. Consultantshall furnish, as Basic Services, comprehensive landscape architectural professional services for the Project. The City will phase the Work required to complete the Project so that the Project is designed and constructed In the most logical, efficient, and cost .effective mariner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Girders. Al .02-1 PROCEDURES When CiP has determined that a specific phase of the Project is to proceed, the Director or, authorized designee wil request in writing, a Work Order Proposal frorn the Consultant based on the proposed,SGope 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, Sub- Consultants, 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 CIP will prepare a Work Order that will be reviewed bytIP staff and the Director or designee. Upon approval CLP will :issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. AE TICLE A2 BASIC SERVICES Consultant agrees to provide complete Landscape Architectural services as. set forth in the tasks enumerated hereinafter, in accordance with Florida Statute 481.311, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel on the Work at ail times to ensure its performance as specified in the Agreement. MiscellaneousArchitectiral Services R.FQNo, 12-1:3.024 Page 20 RR Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven '(7) copies Of. documents required under Article A2, Without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been Issued by City. Consultant Is solely responsible for the technical accuracy and quality of their Work, Consultant shall perform all Work in compliance with Florida Admirvistrative Code Rule 61016-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, in accordance with best industry practices, in gathering Information and Inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and pther Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies In Its designs, drawings, specificatloo: or other Services. Consultant shall also be liable for claims for delay costs, and any increased costs in construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies in its designs,drawings, specification or other Services, A2.01 DEVELOPMENT OF OBJECTIVES A2.014 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies* to develop several options for how the various elements of the project will be designed and constructed, A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with representatives of City., the Project Manager, and other jurisdictional agencies, in order to comprehensively Identify aspects of the -completed facility program that may require further refinement to attain the requisite detail of design. development required to begin the creation of Construction Documents, For clarity of scope, the items that need further development will be called Conceptuals and the A2.01.3 Consultant shall prepare written descriptions of the various options and shall pafticipqte In presentations to multiple groups explaining alternative options, Sufficient detail shall be provided to support the presentation materials. A2.02 SCHEMATIC DESIGN A2s02-1 Design Concept and Schematics Report Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, :including an identification of any special requirement affecting the Project, a Statement of Probable Construction, Cost, Project Development Schedule and review of Constrvotability Review reports. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of the components and design concepts of the whole. The floor plans may be single - line diagrams. A simple perspective rendering or sketch, model or photograph thereof maybe provided to further show the design concept. 2. A Statement of Probable Construction ction Cost, prepared in Construction Standard Index (081) format, to include a summary of the estimated project cost and an evaluation of funding allocation. Such summary shall. be in sufficient detaIl to Identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs, Costs shall be adlusted to the Dro.lected bid date. Miscellaneous, Architectural Services RFQNo, 1243-U4 Page R.E. Cihisholm Architects, Inc. PROFESSiONAL SERVICES AGREEMENT Recommendations for reducing the scope of the Project In order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, consuitant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs" prepared by Consultant represents a reasonable estimate of cost in Consultant`s best judgment as a professional familiar with the local construction industry. 3. The Project Development Schedule shall show.the proposed completion date of each task of the Project through design, bidding, and post design services. 4. Constructability Review reports shall be conducted by the City andlor.its consultants at design stages deemed necessary by. the Project Manager. Consultant shall provide five additional deliverable plan sets for distribution, by City, to others for this purpose. 'There shall be. an established deadilne for review report submission .back to City. Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and responsereports, if necessary, City may coordinate Constructability Review, meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Reviewwould be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the -schedule. A2.03 DESIGN DEVELOPMENT From the approved Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project ,Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. I. The Design Developmerit Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents, 2. Design Development consists of continued development and expansion of architectural and/or civil Schematic l esign_Doeuments to: -establish -the final scope, -relationships; forms,—size, and appearance of each element through: 2.1 Plan sections and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan I The updated Development Schedules shall show the proposed completion dates of each :milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant Will also :detail all long lead procurement -items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents. 4. Provide updated Statements of Probable Construction. Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall. prepare recommendations for reducing the scope of that particular Project In order to bring the estimated costs withln allocated funds. Consultant shall update its documentation, at. no additional cost to the City, to reflect this reduced scope. 5. Constructability Review reports AZ04 CONSTRUCTION DOCUMENTS From the approved design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawlrlgs and specifications needed to comprise a fully biddable, permittable, constructible Project. Consultant shall produce 30%o, 60%, 90% and Final Construction Documents for review and approval by City, which. shall include the following;, Miscellaneous Architectural Services RFQ No, 12-13-024 Page 22. R.L.12bishohnArchitects, Inc. PROFESSIONAL SERVICES AGREEMENT 1. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not included in the 30%, 6011%, 90% and Final review shall be noted. Consultant shall attach an Index of all anticipated drawing shoots necessary to fully define the Project. 2. The updated Project Development Schedule to Include anoutline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive andlor deductive alternate bid items, to permit City to award a Construction Contract within the limit of the.bUdgeted amount. S. A Project Specifications Index and Project Manual with at least 30%, 60%, 901/0 and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "Q" and 6. Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be.paid.by.City in connection with alternates required by the failure of Consultant to design the Project within the Fixed Limit of Construction Cott, 7. Consultant shall not proceed with further construction document development. until approval of the 30%. documents, is received In writing from City. Approval by City shall be for progress only and does not relieve Consultant of Its responsibilities and liabilities relative to code compliance and to other covenants lcontained in this Agreement. Consultant shall resolve all questions indicated on the documents and make all changes to the documents necessary In. response to the review commentary, The 30% Documents review (check) set shall be returned to `City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit, four (4) full size copies of the drawings andspecificallons, and One digital copy in pdf format. A2.04-1 Mulmurn Cost Limit Prior to authorizing the Consultant to proceed with preparation of Construction Document the cost of co'nstructlon of the Project ("Maximum Cost Limif'). I If . the. City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by. Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise -and modify Construction Documents and assist in the re4dding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit. A2,04-2 Dry Run l'ermlttlng The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authdritibs having jurisdiction over the Project bylaw or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval *by,:G]P,o.f the final set and -printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth In the Statement of Probable Construction Cost that In the opinion of. the Consultant is caused by the requirement(s) of such., Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the dr.awl.ngs.and specifloaclons, Consultant shall also provide digital versions of the drawings in Awg-, •pit., and .pdf *formats. The specification additional terms and condition shall be provided in both pdf and doo formats, A2.06 BIDDING ANDAWARD OF CONTRACT A2.06-1 Bid Documents Approvals and Printing MlscellaneousArchitectural Services RFQ No, 1.2-13-024 Page 23 RX. Cbishobn Archftectsjnc. PROFESSIONAL. SERVICES AGREEMENT Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable COhStrLiCtion Cost, the Consultant onsultant shall assist the City In obtain! . ng bids and preparing and awarding the construction ion contract. The City, for bidding purposes, will have the bid documents printed, Or at its own discretion, may authorize such printing as ar.eltribursable service to the Consultant. A2.06-2 issuance of Bid Documents, Addenda.and Bid Opening 1. The City shalt issue the Bid Documents to prospective bidders.and keep a complete List of Bidders, 2, The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period, All addendum or clarifications, or 'responses shall be issued by the City'. 3. The Consultant shall prepare revised plans, If any are required, for the City to issue to all prospective bidders., 4. The City will schedule a "Pre -Bid Meeting"' on an as needed basis, for the Project, The Consultant shall attend all any pre-bid meeting(5) and require attendance of.Sub7Consultants at such meetings. 5. The Consultant will be present.at the bid opning,if requested by the City, A2.06.3 Bid Evatuation and Award The Consultant shall assist the City in evaluation of bids, determiningg the, responsiveness of bids and the preparation of documents for Award of a contract. If the lowest -responsive Base-Bld received exceeds the Total Allocated Funds for Construction,the City rn ay: 1. 2. Approve an increase in the Project cost and award a Contract; Reject all bids and re-bld the Project within a. reasonable time with no change in the Project or additional compen8ation.to.the Consultant Direct the Consultant to. revise the scope and/or quality of construction, and rebid the Project The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget, The City may exercise such option Where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the City and the Consultant prior to—soliciting bids, or abandon the Project. NOTE: Under item 3 above the Consultant shall, Without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2,06ADMINISTRATI0N OF THE CONSTRUCTION CONTRACT A2.06-1 The Construction Phase Will begin WIth.the Issuance of the Notice to Proceed and will end when the Consultant has providedto, the City all post construction documents, including Contractor As - Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and, the City approves the final payment to the Consultant. During thIs,perlod, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law, AU13-2 The Consultant, as the representative of the City during the Construction Phase., shall advise and consult with ith the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement With the City. AZ06-3 The Consultant and, respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project; and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, In general, if the Work Is proceeding in accordance with the Contract Documents, The Consultant shall rovide any site visitsnecessary for certification if required by the authorities Miscellaneous Architectural Services RFQNo. 12-13-024 Page 24 R.E. Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT having Jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed In the Work. The Consultant and/or will "not. be.required to make extensive inspections or provide continuous daily on-site inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report. it is asked to attend. Consultant and will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with the Work.:The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's.acts or omissions'.. A2.06-4 The Consultant shall furnish the "City with a written report of all .observations of.. the Work made by Consultant and require all to do same, during each visit to the project. The Consultant shall also note the general status and progress of the Work ori forms furnished by the City. The Consultant shall submit the reports. in a timely manner, The Consultant and Sub�Consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete no on the "as -built" drawings. Copies of the field reports. snail be attached to the monthly Professional Services payment request for construction. administration services. The Consultant's failure to provide written. reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a proportional: reduction 1n Construction Administration fees paid to the Consultant.. A2.06.5 t. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall: recommend approval_ of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for 2. The results of any subsequent tdsis required by the contract; 3. Mi or deviations from the contract correctable prior to completion; 4. Any specific .qualifications stated in the payment certificate and further that the Contractor. is entitled to payment In the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the 'Construction :Schedule; which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition belt meeting and shall not be cause for delay in timely payment to the Contractor, By recommending approval of a Paymenf Certificate, the Consultant shall not be deemed to represent that the Consultant has. made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.06-6 The Consultant shall be the interpreter of the requirements of the Contract 'Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ton (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor, relating to.the execution or progress of the Work. interpretations and decisions of the Consult ht shall be consistent with the Intent of and reasonably inferable from, the Contract }documents end shall be In written or graphic form. A2.06 -i Miscellaneous Architectural Services AIFQ No. 12-18-024 page 25 RX. Chisholm Architects, Inc. PROFEssio.NAL SERVICES AGREEMENT The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, In his1her reasonable opinion, the Consultant considers it necessary or advisable to Insure. -compliance with the Contract Documents, the Consultant will have the authority to recommend special, Inspection or testing of any Work deemed to be not in accordance With the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed, A2,06-81 The Consultant shatf promptly review and approve, reject or take action on shop drawings, samples,. RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shalt not be authofted without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop.drawings, samples, RFI's or other submittals by the Cprptraotor, to return the shop drawings or submittals to the Contractor With comments indicating, either approval or disapproval. Consultant shall provide the .Contractor.with a detailed written explanation as to the basis for rejection. Consultant shall have rive (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute, §218,X A2.06-9 The Consultant shall Initiate and prepare -required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, :the Consultant shall, within ten (10) calendar days, review and submit tq:Ihe City, his/her recommendation or proposed action along with an analysis and/or -study supporting such recommendation. A2.06-1 0 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior execution of a "Certificate of Acceptance for Substantia the P(oJect, Is. substantially complete in accordance Consultant shall in conjunction With representatives a. punch -list of any defects and discrebancies in the Contractor in accordance with final payment to the Contractor. The Consultant completion of all Items on the punch -list, al to occupancy by the City, recommend I Completion" after first ascertaining that With the contract requirements, The the City and the Contractor prepare a Work required to be corrected by the, cation of a "Certificate of Final Acceptance" and shall obtain from the Contractor upon satisfactory I necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment; releases of liens/claims and such other documents and certificates as maybe required by applicable codes, 1aw, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.064 I The consultant shall :monitor and provide assistance in obtaining the Contractor's compliance with Its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) Initial start-up and d testing, adjusting and balancing of equipment and systems and �) final, clean-up of the Project to assure a smoothtransitionfrom construction to occupancy by the City. A2,0642 The Consultant shall review the Contractor's "asbuitt" drawings and submit them to the City upon ,approval by the Consultant, The Contractor is responsible for preparing the '.as built" drawings. A2.66-13 The Consultant shall furnish to the City the original doovm0rits, including drawings, revised to "as - built" conditions based on information furnished by the Con tractoq survey, and specific condition. In preparing the "Record Set" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of 'as -built" documents is condltloned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change.Order", "Request for MiscellaneousArchitectural Sel-Vices RFQNo. 12.13-024 Page 26 RX, ChisbotmAnhitects, Inc. PROFESSIONAL SERVICES AGREEMENT information", substitution approvals, or other clarifications will be the, Consultants responsibility to incorporate into the "Record Set" and record, documents. Changes made in the field to suit field conditions, or otherwise made by the Contractor far its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant The original documents, as well as the "Record, Set" shall become the property of the City. A, reproducible set of all other final documents will be furnished to the City free of charge by the Consultant, The Consultant shall furnish to the City one complete set of "Record Set Drawings", in Auto CADIZ Version 2000 or such other format acceptableW the City. A1.0-14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built' conditions with graphic scale and north arrow. Plans must show rootri names, room. numbers, overall dimensions, square footage of each floor and all fonts Used in the drawings. Two sets of drawings shall be furnished on, 2411 x 36" sheets and, one electronic copy. A2.06AS The Consultant shall assist the City in the completion of the.contractor,s performance evaluation, during construction work and upon final completion of the Project, A.2,67 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07-1 The Construction *Phase will begin with the Issuance of a Notice to ;Proceed (NTP) and, Will.end when the Consultant has provided to the City all postconstruction documentsi Including Contractor As -Built drawings, Consultants record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by thisAgreement, and as provided by law, AZ07-2 The Consultant, as the representative of the City during the Construction Phase, shall.adVise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the Genera[ Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2,07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field Inspections to ascertain the progress of the Project and determine, In general, if the Work is proceeding In accordance with the Contract Documents. The Consultant shall provide any site, visits necessary for certificatlon if required by theauthoritles :having jurisdiction, Threshold inspection shall be provided by the Consultant at no additional post to, the City. The Consultant shall report on the progress the Work, *Including any defects and, deficiencies that may be observed in the Work, The Consultant will not be required to make extensive Inspections or provide continuous daily on-site Inspections to. check. the quality or ,quantity of the Work unless otherwise set forth in this Agreement. The Consultant will _be responsible for writing and distributing minutes of all meetings and field Inspections report it is asked to attend. Consultant and will not be held responsible for construction means, methods, .techniques, sequences, or procedures, or safety precautions and programs in connection with the Worka The Consultant will not be held responsible for the Contractoes or tub -contractors', or any of their agents' or employees' failure. to perform the work in.. accordance with the contract .unless such failure of performance results from: the Consultant's acts or -omissions. A2.074 Tile, Consultant shall furnish the City with a written report of all by Consultant and require 611, to do same during, each visit to t also note the generalstatus and progresses of the Work on submit themin a timely manner, The Consultant and the Sub - the Work is acceptable to the City, Consultant shall assisl Miscellaneous Architectural Services RFQNo, 12-13-024 R.E. Chisholm Architects, Inc, observations of the Work made to Project. The Consultant shall orms furnished by the City and ,onsultant shall ascertain that the City In ensuring that the Page 27 PROFESSIONAL SERVICES AGREEMENT Contractor is snaking timely, accurate, and complete notations on the "as-builtf'drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services, The Consultant's failure to ,provide written reports of all site visits or minutes of muting shall result in the rejection of payment requests and may result. in a proportional reduction to Construction Administration fee's pald to the Consultant. A2.07.5 S. Lased on observations at the. site and consultation with the City,. the Consultant shall determine the amount due the Contractor based on.the pay for performance milestones and shall recommend approval of such amount as appropriate, This recommendation 'Shall. constitute a representation by the Consultant to the City that, to thebest of the Consultant's knowledge, information end belief, the Work has progressed to the point indicated and that, the quality of the Work is In accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance with the contract .upon substantial completion, 8. The results of any subsequent tests required by the contract; 7. Minor deviations from the contract correctable prior to completion; 8, Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition, Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay In timely payment to the Contractor.. By recommending approval 'of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.07a6 The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder, The Consultant shall render Interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the claims, disputes and other matters in question 'between the City and the Contractor relating to the execution or progress of the Work; interpretations and decisions of the Consultant shalt be consistent with the intent of and reasonably inferable from, the Contract Documents and shalt be in written or graphic form. A2.b7a7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the. Contract Documents. Whenever, in his/her reasonable opinion, the Consultant .considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in :accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.07-8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, I Ms and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten ('10) calendar days from receipt of shop drawings, samples, RF'I's or othor submittals by the Contractor, to return the shop drawings or submittals .to the Contractor with comments indicating either approval or disapproval Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Miscellaneous Architectural Services RFQ No, 12-1.3.024 Page 28 R.F. Chisholm Architects, fnc, PROFESSIONAL SERVICESAGREEv1ENT A2.07.9 The Consultant. shall initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City,. and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall., within ton (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.0740 The Consultant shall examine the Work upon receipt of the Contractor's request for substantia[ completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract: requirements; The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punc Mist of any defects and discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute 218.735.. [Upon satisfactory completion of the punch -list the Consultant shall recommend execution. of a "Certificate of Final Acceptance" and ficial payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all Items on the punch -list; all necessary close-out documentation from the Contractor including but not limited to all guarantees, `operating and maintenance manuals for equipment, releases cif liens/claims and such other documents and certificates as may be- required e required by applicable codes, ,law, and the contract., and deliver .diem to the `City before final acceptance shall be issued to the Contractor; ,A107.11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) Initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2} initial start-up and testing, adjusting and balancing cif equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. .A2.07-'12 built" conditions based on information furnished by the 'Contractor; survey, and specific condition. In preparing the "as -built' documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioner} upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request :for `information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the ''as,bulit" and record documents:. Changes .made in the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set`.' and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field Record Set" shall become the property of the City,, A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2:u7-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CAOb Version 2.000 or such other format acceptable to the City, A2.07-14 The Consultant shall furnish to the City a simplified site pian and floor pian(s) reflecting "as -built" conditions with graphic scale and north arrow. Plans must show room names, roam numbers, overall dimensions, square footage of each floor and all. fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07-16 .MiscellarzeousArchitecttirai Services RPQ No. 12-1.3-024 rage 29 R.E. Chisholm Architect , Inc. PROFESSIONAL SERVICES AGREEMENT The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. ARTICLE A3 ADD ITJQNAL 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, Section B3.06. A3.02 EXAMPLES Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to the following. A3,.02.11 A, ppraisals Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories In connection with construction performed by City. A3.02-2 Specialty Design: Any additional special professional services not included in the Scope of Work. A3.02-3 Pre -Design Surveys & les LIng: Environmental investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02-4 Extended Testing & Training. Extended assistance beyond that provided under Basic Services for the initial start-up, testing, -adjusting and balancing of any equipment or system,, extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training-, and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub-oontractor, or eqUipment manufacturer, A3.02-6 Major evisions: Making major revisions to drawings and specifications resulting in or from a change in Scope of Work, when such revisions are Inconsistent with written approvals or instructions previously given by City and are due to causes beyond the control of Consultant, (Major revisions are defined as those changing the Scope of Work and arrangement of spaces andlor scheme andlor any significant portion thereof). A$,02-6 Expert Witness; Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding, providing, however, that Consultant.cannot testify against 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 general ly accepted, architectural/engineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, elect to proceed with additional services relating to the Project. MiscelLineous Architectural Services RFQ No. 12-13-024 Page 30 R.F. Chisholm Architects, Inc. PROFES81ONAL SERVICES AGREEMENT ARTICLE A4 CITY'S RESPQNSI I Il�;i"l�S A4.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily avallabie, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense, A401-1 Surveys: Complete and :accurate surveys of buliding 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. A4.01-2 $611 Borinas. Geotechnieai 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. A4.01-3 General Project information, Information regarding. Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as per Section A2.02 A4.0`1-4 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 stili perform field investigations as necessary in accordance with Section A2.01 to obtain sufficient information to perform Its services. Investigative services in excess of "Normal Requirements," as defined., must be authorized in advance. A4.01L5 Reliability:, The services, information, surveys and reports described in A5.01W1 through M.01-4 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. A4.02 CONSTRUCTION MANAGEMENT" A4.02-1 buring construction, Consultant and. the City staff shall assume the responsibilities described in the general conditions and supplementary conditions of the construction contract relating to review and approval of the construction work by the Contractor, A4.0 2 If City observes or otherwise becomes aware of any fault or defective Work in the Project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. .Miscellaneous Architectural Sez-vices RFQI No, 12.1:3-024 Page 31. R.E. Chisholm Architects, Inc. PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. - SUB -CONSULTANTS FIRM NAME CONSULTING FIELD Brill, Rodriguez, Salas &Ass, Inc. Structural Engineering Curtis + Rogers, Inc. Landscape Architecture 'Schwebko Shfskin & Associates, Inc. Surveying &G.18 Ardaman Environmental Engineering Milian, Swain & Associates, Inc. 'Civil Engineering TLC Engineering for Architecture Mechanical/Electrical/Plumbing SCHEDULE A2. - KEY STAFF NAMES CLASSIFICATIONS Robert E. Chisholm, FAIR Principal Matthew Polak, AIA Senior Project Manager Cassandra Straus Project Architect -Pmol—ect Manager David Basadre, Irina Herrera, Julian CaranzaCACI© Operators Arsenio Milian, P.LJohn Tello Civil Engineers Gabriel Milian:, P.E. Project Engineer Luis Rodriguez, P.E., Armando Salas, P.E, Structural Engineer Ralph 8aesa, Jorge Reyes, LEER AP, Vincent McNish Electrical Engineer, Sr.. Mechanical Engineer, Mechanical Eqq:negr Kenneth Wesberg sJgper Miscellaneous Architectural Services 'RFQNo. 12-13-024 .Page 32 RR Chisholm Architects, Inc. ATTAeH11119 -+ OMP NS -010N' The fees far Ptofpsslonal' Services for each Work Order shall. be detdrrnlned by cine of the following me.tliods or a combination tiieraof, at the option of the. birector or do i ne,% with the tons eht of the consultant. a) A Lump sum (8e: Section B104) b} An. Hourly fate, as defined i33, in S®otlon and et the rates set forth in ;section NOTE., The Lump m njonner of compensation is the pre is and primary form ref ownpensaiion; 131.101 COMPENSATION LIMITS The aggr gae "sure of all payments far fees and "casts, including reimbursable expenses, to the Consultaht payable by the City under this ftr . ment•sl all be l rented to the arir unt specified in Section ,04.4o s the trisArni.m compen' sa on ilrrtt Eric curm�rlative expenditures eider:this Agreement, tinder00 cirpurnstances mill the City have any liability for �rcirk performed, or `as other nrlse may ba -alleged or claimed by the Consultant,'beyond the cumulative amount "provided herein, except where speciflcaiy approved in accordance vuith the City Code by the City anarger car City. Commi slon as applicable as an. ira�rease to the Agreeraierit end.put Into effect via. ah Ameridr�erat #o thi;� Agreetiiet"tt. tal t� GQ` SULTAI", fiCJ SX El -T,1 Abient art amendment to the greerrierat or fp any pocif d work lyder any axirnurn dollar or percentage amounts stated for compensetion shall not foe exceeded, In the event they are so exceeded, the pity shelf have no liability or respsihslbiis`ty far paying any ari�uni of`uch excess, wticf� will be at the Consultarit',s owns Dost and exporise. ARI CL E B2B2� WAGE t SATES All fees an, cor pansation payable under this Agreement :shall be forsitulated and based upon the averages ofthe pertified V11age Elates that f�ave recelvec anc proYed by fhe Ctlrectpr. The avarages of Rates are the offeotive dlfet enfployeos in rile spocified urtdar'this t greernent, regal the professions, lob categories acid/or employees expected to foe used during tha ;. These, includercpite ts, engirtears, andscepe architects, professional interns, 11dans, project managers; GtS,qnd environmental specialiats, specification writers, support, aria others hr arged in the v'Uork, In determining orrrpensatia"n fora given llty. reserves trim ri4ht to :rocrzrrarraerid the use Of "tie C 66s'ultant employees at sourly 'rates, as approved by the: City, of tl ofesslolis and job categories that art to I wss.of manner raf compensation:; the services i 132,03 itl UL"T"IPLIF.I.. 1por Vtlorlr assigned .under this Agreement, a marnium i� for Norrie office ands for field'. offloe shall apply to consultanft hourly Wage Rates in caicualating 06m.pensati6h payable Ojy the City: Said multiplier is intended to eover .the ConsUltarit Employee -benefits and the Consultaait's proflt and' ov rhaad, including, with ut iirial 66oh, of fico rent, local teleph.,. ie and utllity charges, office and draftin supplies, d'epreciatlon of eaiaipment, pro`fessionaf clues, subsoriptioris, stendgraphlo., adminlsrative and. i pie scai support, cthor �:irtpipyee tiara or irsveI acid subsisterice not directly. related tri .project, 1 I.4 CALCULATION Said Wage (Rates are to be utilized by the Consultant in ealculsatrng �com sensation payable, fpr specific osaignroorts grid Work t�rders as roquested by the City. The Corasultar k.shaIt identify job etas lficatlons . avr stable staff and projected man hours required "for rho proper cr�mpletion of tasks g &6r "groups of tasks, rnllestones and del vurablos idehtified under the Scope of Work as exemplifiedin `�chedctCaA-2 ATTACHMENT B -COMPENSATION 132,05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shalt, via the Multiplier, Cover all the Consultant costs Including, without limitation, employee fringe benefits (e.g, sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this. Agreement. 132,06 ESCALATION There shall be no escalation clause as part of this Agreement, ARTICLE S3 COMPUTATION OF FEES AND COMPENSA11ON The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation Is the preferred method of compensation. B3,01A Lump Sum compensation shall be calculated. by the Consultant utilizing the Wage :Rates established herein. Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum ,compensation. Such verification shall present sufficlent Information as depicted in Schedule A2. 13102 HOURLY RATE FEES B3.02w1 Hourly Rate Fees shall be those rates for the Consultant and Sub Consultant employees identified in Schedule 81 Wage bates. All hourly rate fees will include a maximum riot to exceed figure, inclusive of all .costs expressed in the contract documents. The City shat[ have no liability for any fee, cost or.expense above this figure. 83,02-2 Conditions for Use: Hourly Rate Fees shall be used only In those instances where the parties agree that it is not possible to determine, define, quantify ancUor calculate the complete nature, and/or aspects, tasks, roan -hours, ar milestones for a define., Projec or portion thereof at the time of Work Order Issuance. Hourly Rate Fees may be utilized for Additional Work that. is similarly indeterminate, In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. S3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shalt hot include charges for the Consultant handling, office runt or overhead expenses of any kind, Including local telephone and utilitycharges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, 'etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. Cl ty authorized reproductions In excess of sets required at each phase of the Work will be a Reimbursable Expense, The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation 'deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. 83.04 FEES FAR ADDITIVE or b.5DUCTIVE. ALTERNATES: The design of additive and deductive alternates contemplated as part of the original Scope for 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. Clty 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. Miscellaneous Architectural Services PPQ'No. 1243-0244 Page 34 R,E, Chisholm Ar'chit'ects, Inc. ATTACHMENT S -COMPENSATION 03.05 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 Sections 133.05 and B3.03 respectively, may be applicable. The, Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Wepage at. www.miaml ov.comlo italim rovements/ a es/Procuremerit0 ortunitles; The webpage aiso provides the procedures for completing these forms. Failure to use the forms or follow the procedures will. result in the rejection of the Work Order Proposal. B3.05.1 Ceterrnination Of Fee The compensation for such 'services will be one of the methods described herein: mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. 18105-2 Procedure and Compliance An independent and: detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fes for.such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the purchasing Ordinance, the Consultants' Competitive Negotiation Act, and other applicable laws. 83.05-3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or 'reimbursable expenses, shall riot include additional charges for office rent or overhead expenses of 'any kind,. including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc,, reproduction of drawings and specifications, trailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub -consultant costs„ the Consultant will .apply the multiplier of one- (1:0) times the amount expended by the Consultant. 8306 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of 83.07 FEES RESULTING FROM PROJECT SUSPENSION If a project Is suspended for the convenience of the Cityfor 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 prim' to such suspension or termination, together with the Costofauthorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination, if the.Project is resumed after having been.suspended for more than three months; the Consultant's further compensation shall be subject to renegotiations.. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly to proportion to services: performed during each. Phase of the Work. The Sub -Consultant fees and Reimbursable Expenses shall be billed to.. the City in the:actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found ora the City's Webpage at www miam oov.corn/Canitailmorovements/paoees/ProcurementOpt)ortunities. Failure to use the City Form Will result In rejection of the invoice. 84.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated, said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. Miscellaneous Architectural Services RFQ No. 12-13-074 Page 35 RE Ghisholin Architects, Inc. ATTACHMENT B - COMPENSATION 84.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. Whenssrvlces are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Dlrectora duly certified Invoice, giving names, classification, salary rate per hour, hours worked and total charge for ail 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 Sub-Consultards 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, 84.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services May be requested monthlyin 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 engagedd 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 date for payments made to or costs incurred by the Sub -Consultants. engaged on the project or task. In addition to the, invoice, the Consultant, shelf, for Hourly Rate authorizations, submit progress report giving the, porcentage of completion of the. Project development and the total estimated fee to completion,. 84.06 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 BS REIMBURSABLE EXPENSES: 85.01 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 Sub Consultants, and the Special Sub -Consultants in the interest of the ,Work forthe purposes identified below: 135.01-1 Transportation Transportation shall hot be considered as reimbursable expenses under this Agreement, E5.01-2 Travel and Per Diem Travel and per diem expenses shall not be considered as reimbursable expenses Under this Agreement, 85.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, - courier and express mail between Consultant and Sub -consultants. sultants. 85,01-4 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.. s5'01-5 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. Miscellaneous Architectural Services RFQ No. 12.13-024 Page 36 R,E, Chisholm Architects, Inc, ATTACHINISHT B - COMPENSATION S5,01-6 Surveys Site surveys and special purpose surveys when pre -authorized by the Project Manager. 135.02 REIMBURSEMENTS TO THE SUB -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to, the items described above when the Sub. Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and siubjeot to all budgetary limitations, of the 'City and requirements of -Urrorl Reference source not found. herein, AktICLE B6 COMP ENSATIONFOR ftELISE OF PLANS AND SPgCIFICATIQNS B6.01 -1 GENERAL it Is understood that all Consultant agreements and/or work Orders for new work will Include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. Miscellaneous At Services RFQNo, 12-13-024 page 37 11,13, Chisbolm Architects, Inc, ATTACHMENT 8 —COMPENSATION ATTACHmewr B - COMPSNSATION SCHEDULE B1 - WAGE RATES SUMMARY Miscellaneous.Architectural SaMces RFQ NO, 12-13024 Page 38 RX. Chisholm Architects, Im BURDENED BURDENED HOURLY Z9 HOURLY 2.4 INDIVIDUAL'S NAME JOB CLASSIFICATION HOURLY RATE I (H) Multiplier .(F) Multiplier Applied Applied Robert E. Chisholm, FAIA Principal $69.20 $200,68 $166,08. 'Matthew Polak, NA Senior Project Manager $58M $168.20 $139.20 Cassandra Straus . . ............ ...... Project Architect $58.68 .$112.03 $92.71 Jorge, Iglesias Project Manager $418 $125,22 $103.63 David Basadre, Irina Herrera, CARD Op I erators $26.10 $75.69 $62.69 Julian Caranza Arsenio Milian, P.E., John Tello Senior Civil Engineers $52.00: $150.80 $1241,80. Gabriel Milian, P.E. Project Engineer $36:06 $104,67 $86,54 Luis Rodriguez, P.E., Armando Structural Engineer $40M 4116,00 $90,00 Salas, P.E. :Ralph Baesa, Jorge Reyes, Electrical Engineer, Sr. LEED AP, Vincent McNish, Mechanical Engineer, $41-11 $119,21 08.66 m2ghanical Engineer Kenneth Wesberg Electrical Designer $39,00 $87.00 $72.00 Miscellaneous.Architectural SaMces RFQ NO, 12-13024 Page 38 RX. Chisholm Architects, Im CPRPORATE RESOLUTION WHEREAS, — R.E. Chisholm Archijects,_lnc. , Inc, desires to enter into an agreement/amendment with the City of Miami for the purpose of performing the work described in the agreement/amendment to which this resolutionis attached; and WHEREAS, the Board of Directors at *a duly held corporate meeting has Considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the Chal Robert E. Chishc (type name, of offii and instructed to enter into this rd of officer) is hereby authorized ent, in the name and on behalf of this corporation, with. the City of Miami upon the terms con . talned in the proposed corresponding agreement/amendment. DATED this 10 day of Mardi .2014 C7Corp` rate Secretary (Corporate Seal). CITY OF MIAMI 05PARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Miscellaneous Architectural Services Contract Type Miscellaneous Services Consultant Rizo Carrerio & Partners, Inc, TABLE OF CONTENTS ARTICLE1 DEFINITIONS .... .................. ...I.....,.,.,..........,,.......,.,,,.......,,,.....,._...............,......4 TNCLE,2 GENERAL CONDITIONS ............... . .. .... . .........,,,,,.....,....................... , ..,....,.,,.,....,,5 2.01 TERM: ..................................... ........ .................................................. 5 2.02 OPTIONS TO EXTEND;,.,...,„....................................................................................................... .........6 2.03 SCOPE OF SERVICES...........................................................................................................................6 2,04 COMPENSATION......................................................................................................................................6 ARTICLE3 PEREORMANCE...............................................................................................................7 3.01 PERFORMANCE AND DELEGATION.......................................................................................................7 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL ................ ...................... ...................................7 3,03 CONSULTANT KEY STAFF....................................................................................................................7 3,04 TIME FOR PERFORMANCE ,. ..... .... 7 RTA IDLE 4 SU&CONSULTANTS..... ............... ............. ........ .............................................7 4,01 GENERAL ,,,,,,,,,,,,,,,,,,7 ` 4.02 SUS -CONSULTANT RELATIONSHIPS...... 4.03 CHANGES TO SUB-CONSULTANTS.......................................................................................................8 ARTICLESDEFAULT.......................................... ........ ........ ..................... . ........ ........ .........8 5.01 GENERAL ..........................................................................................................................................8 5.02 CONDITIONS OF DEFAULT .. ..............................................................................................................8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE........................................................................................8 ARTICLE 6TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE.................. ............ I ...... .......... ,..,...........,.......,...........•.................. _ 6.02 CONSULTANT'S RIGHT -TCF TERMINATE........ ............................................... ......................................... 9 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT...........................................................9 ARTICLE, 7 DOCUMENTS AND RECORDS ............................ .......... .................. ....,.......... I ....... ,....,.,,,, 9 7.01 OWNERSHIP OF DOCUMENTS' ......... ...I......, ,1.1.111.1.., ............. ....... 7.02 DELIVERY UPON REQUEST OR CANCELLATION ..................................................... .......I. ...,,..,.9 7.03 RE -USE BY CITY...................................................................................................................................9 7.04 NONDISCLOSURE 7.05 MAINTENANCE OF RECORDS ........................................ .................................... ................................. ,.10 ARTICLE9 INSURANCE. .. ...,,.......................................................................................11 9.01 COMPANIES PROVIDING COVERAGE. ......................................................................................11 k 9.02 VERIFICATION OF INSURANCE COVERAGE ....... ............ .,,,..,,,,..,,,,.......... .,,.....,..,....,...,.,...,........,..,,..11 9.03 FORMS OF COVERAGE........................................I...., ., ............,.,.....,....,,..,,,,.,....,.,....,.,,,.,.,..,..11 9.04 MODIFICATIONS TO COVERAGE ....... ..........................................................................................12 ARTICLE 10 MISCELLANEOUS.......................................................................................................12 ' 10.01 AUDIT RIGHTS............................................................................................................................12 10.02 ENTIRE AGREEMENT,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,>,,,<.,,...,,...,...,,.,.,....,....,,,.,.,,.12 10.03 SUCCESSORS AND ASSIGNS...............................................................................................................12 ' 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 10.05 APPLICABLE LAW AND VENUE OF LITIGATION.................................................................................13 10.06 NOTICES.......................,.,..,,,.,.,..•,,...,,,,.,......,...,,,,.,..,...,,,..,...13 10.07 INTERPRETATION..............................................................................................................................13 10.08 JOINT PREPARATION...... ...................................................................................................................14 10.09 PRIORITY OF PROVISIONS............................................................................................... .14 10.10 MEDIATION - WAIVER OF JURY TRIAL,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,14 10.11 TIME.........................................................................................................................................................14 10.12 COMPLIANCE WITH LAWS......................................................................................... .......................14 Page 1 W32. , 83_.01 LUMP SUM:,..,.,.. ....... ........................... I...... ......... .,................, .....,.,,..............34 B3.02 HOURLY RATE FEES...................................................................................................................34 83.03 REIMBURSABLE EXPENSES............................................................................................................34 B3.04 TABLE OF CONTENTS (CONTINUED) 83.05 10,13 NO PARTNERSHIP,,.-.....................................................•....,,,..........,..,.,......,,..,.......,....,....,..14 PAYMENT EXCLUSIONS.., , ..,..................................................................................35 10.14 DISCRETION OF DIRECTOR. ...............................................................................................15 ARTICLE.PAYMENTS TO THE CONSULTANT..............................................................................35 10.15 RESOLUTION OF CONTRACT DISPUTES: .......................................................................... ......x,..,,.,.,.15 B4.02 10.16 INDEPENDENT CONTRACTOR:.......................................................................................................... .15 ATTACHMENT A- SCOPE OF WORK-.. ......................................................................... ...................... 20 ARTICLEAl GENERAL.............................................................................................,.....,.,.,..,..,20 ARTICLE B5 REIMBURSABLE EXPENSES:... ........ .............. ............. ................... ..... -- ........... ... 36 A1.01 SCOPE OF SERVICES............................................................................................................................20 B5.02 A1.02 WORK ORDERS .. ............................................................................•.........•..........,......,.....,.......,,,.,20 ARTICLE A2 BASIC SEI;.VICES .,,...>.....................-.....,,.,,,,.,,..,.,,,,..,.,..,...,...,.,,..,...,...,,...,..,,....,......20 A2.01 DEVELOPMENT OF OBJECTIVES.........................................................................................................21 A2.02 SCHEMATIC DESIGN.............................................................................................................................21 A2.03 DESIGN DEVELOPMENT ................................... ..........,...,.....,....,.....,...,.,,..,.........,,.,......,........,.,...,...,...22 A104 CONSTRUCTION DOCUMENTS.,...•..............................................................................................22 A2,05 BIDDING AND AWARD OF CONTRACT ...•..,...,...•...,..•...........................................23 A2,06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT................................................................. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT.........................................:........................27 ARTICLE A3 ADDITIONAL SERVICES.............................................„...,..,,.,.,...,....,,.,,................,...,,,.,30 A3.01 A3,02 GENERAL................................ ................................... .........................................I...I.....,..,, , ........,....30 EXAMPLES..............................................................................................................................................30 A3.03 ADDITIONAL DESIGN .....................................................................................................................30 ARTICLE A4 CITY'S RESPONSIBILITIES ...... .............. -...... ,,,,... ,............... ,........................................... 31 A4.01 PROJECT & SITE INFORMATION A4.02 CONSTRUCTION MANAGEMENT..............................•....•.....•..•........•....,...,..•.......,......,,.,.,,....,..........,...31 SCHEDULE A2, - KEY STAFF..................................................................................................................32 ATTACHMENT B - COMPENSATION AND PAYMENTS., .......................................................................33 I ARTICLE B.1 METHOD OF COMPENSATION......, 81.,01 COMPENSATION LIMITS. ...................... .. ..................... ............................. .......................... 3 81,02 CONSULTANT NOT TO EXCEED........................................................................................................ ..33 ARTICLEB2 WAGE RATES,....-.........................................................................................................33 82.01 FEE BASIS............................... .................................................................................................33 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS.....•..................................................................................33 82.03 MULTIPLIER..................................................................•,...,,....•......,.....,.,...,....,.•......,......,......,..,.,.....33 B2.04 CALCULATION ............................. ... .......................................................•....,..,•......... .....I...........33 B2.05 EMPLOYEE BENEFITS AND OVERHEAD..................................................................... . ,,.,..,..34 B2.06 ESCALATION. ....................................................................................................................................34 There shall be no escalation clause as part of this Aareement................................................................................34 W32. , 83_.01 LUMP SUM:,..,.,.. ....... ........................... I...... ......... .,................, .....,.,,..............34 B3.02 HOURLY RATE FEES...................................................................................................................34 83.03 REIMBURSABLE EXPENSES............................................................................................................34 B3.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES . ............... ........................................................... 34 83.05 FEES FOR ADDITIONAL SERVICES ............ .................................................... ............ ............ ....... ..,... 35 i 133.06 PAYMENT EXCLUSIONS.., , ..,..................................................................................35 i B3.07 FEES RESULTING FROM PROJECT SUSPENSION ........................................................................35 ARTICLE.PAYMENTS TO THE CONSULTANT..............................................................................35 134:01 PAYMENTS GENERALLY..........................................................................................35 B4.02 FOR COMPREHENSIVE= BASIC SERVICES .., 35 ! B4.03 BILLING- HOURLY RATE... .............. ... , , ... ..........................................36 B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES... ............. ...................36 84.05 DEDUCTIONS............. .......................... ........... .................... .................. -............ ,................. 136 ARTICLE B5 REIMBURSABLE EXPENSES:... ........ .............. ............. ................... ..... -- ........... ... 36 B5.01 GENERAL .................,,...,,,,..,...................,.....,...,......,..................,........36 B5.02 REIMBURSEMENTS TO THE SUBMCONSULTANTS .......................... ......... ...................37 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ...... ..................37 86.01 GENERAL ............................................................................................................37 SCHEDULE B1 - WAGE RATES SUMMARY .............. ........ ,..., ...............I....... , ... ........., .,....,.38 Miscellaneous Architectural Services RYQ hlo, 12-1:3.024 page 2 061 Rizo Carreno &Partners, Inc, ,:�SiY i11•, , •'': CITY OF MIAMI N uwar ,E t�f 3 DEPARTMENT OF CAPITAL IMPROVEMENTS PROGRAM PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Architectural Services for Miscellaneous Projects (RFQ No. 12.13.024) Miscellaneous Services Rizo Carre6o & Partners, Inc. _7315 Southwest 87th Avenue,, Suite 100, Miami, Florida 33173 Section 1887 rr 4t THIS PROFESSIONAL �SFRVICES AGREEMENT ("AGREEMENT") made thislta day of Rn W in the year? --204@-'1'-3 by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and Rizo Carre6o & Partners, Inc., hereinafter called the "Consultant. RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 1213-024 on March 18, 2013, for the provision of Miscellaneous Architectural Services ("Services") and the Consultant's proposal ("Proposal"), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, , as the soitcitation L)ocuments,, ana are, 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 the event of any conflicts(s) with the terms of this Agreement this Agreement shall control and supersede any such conflicts(s). B. WHEREAS, the City, through action of the City Manager and/or the City Commission, as applicable, has selected the Consultant in accordance with Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"), and the applicable provisions of the City Procurement Ordinance, to provide the professional services as described herein. WITNESSETH, that the City and the Consultant, for the considerations herein set forth, agree as follows: Miscellaneous Architectural Services T R1iQ No, 1.2-1.3-024 m � Page 3 Rizo Carreiio & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments mean the Attachments to this Agreement are expressly incorporated by reference and made a part of this Agreement as if set forth in full. 1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic Services, 1.04 Basic Services means those services designated as such in a Work Order. 1.05 City Commission means the legislative body of the City of Miami. 1.06 City Manager means the duly appointed chief administrative officer of the City of Miami. 1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency which is a party hereto and for which this Agreement is to be performed. In all respects hereunder, the City's performance is pursuant to the City's position as the Owner of the Project. In the event the City exercises its regulatory authority as a governmental body, the exercise of such regulatory authority and the enforcement of any rules, regulations, codes, laws and ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental body and shall not be attributable in any mariner to the City as a party to this Agreement. The City of Miami shall be referred to herein as "City'. For the purposes of this Agreement, "City" without modification shall mean the City Manager. 1.08 City Risk Manager shall mean the Risk Manager of the City of Miami who heads the Department of Risk Management. 1.09 City. Commission means the legislative body of the City -of Miami. 1.10• Community Business Enterprise ("CRE") means a firm which has been certified by Miami -Dade County who will provide architectural, landscape architectural, engineering, or surveying and mapping 1.11 Consultant means the individual, partnership, corporation, association, joint venture, limited liability Company, or any combination thereof, of properly registered professional architects, or engineers, which has entered into the Agreement to provide professional services to the City. 1.12 Contractor means an individual, partnership, corporation, association, joint venture, or any combination thereof, which has entered into a contract with the City for construction of City facilities and incidentals thereto. 1.13 Director means the Director of the City Department designated herein who has the authority and responsibility for managing the specific project or projects covered under this Agreement. Unless otherwise specified herein or In a Work Order, for the purpose of this Agreement, the Director is the top administrator (e.g. the Director) of the Department of Capital Improvements Program or designee. 1.14 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, 1.15 Notice to Proceed means 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. 1.16 Project Manager means an employee or representative of the City assigned by the Director to manage and monitor Work to be performed under this Agreement and the construction of a project as a direct representative of the City. Miscellaneous A.rdiftectural Services RFQ No. 12-13-024 mm Page 4 Rizo Carreaio & Partners, Inc. '°° PROFESSIONAL SERVICES AGREEMENT 1.17 Project means the construction, alteration and/or repair, and all services and incidentals thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement. 1,18 Professional Services means those services within the scope of the practice of architecture, professional engineering, or registered surveying and mapping, as applicable, as defined by the laws of the State of Florida, or those performed by any architect, professional engineer, or registered surveyor or mapper in connection with his or her professional employment or practice. These services may be abbreviated herein as "architectural/ engineering services" or "professional services", as applicable, which are within this definition. 1.19 Professiohal Services Agreement ("Agreomont" or `fPSA") means this Agreement and all attachments and any authorized amendments thereto, In the event of a conflict between the Response to the Request for Qualifications ("RFQ") and the Conultant's response thereto the RFQ will control. In the event of any conflict between the Consultant's responses to the RFQ, this PSA will control, In the event of any conflict between this PSA and its, attachments this PSA will control, 1.20 Risk Administrator means the City's Risk Management Administrator, or designee, or the individual named by the City Manager to administer matters relating to insurance and risk of loss for the City. 1.21 Scope of Services or Services means a comprehensive description of the activities, tasks, design features, objectives, deliverables and milestones required for the completion of Project or an assignment with sufficient detall to allow a reasonably accurate estimation of resources necessary for its completion. 1.22 Sub -consultant means a person or organization of properly registered professional architects, engineers, registered surveyor or mapper, and/or other professional specialty that has entered Into a written agreement with the Consultant to furnish specified professional services for a Project or task. 1,23 Wage Rates means the effective direct expense to the Consultant and/or the Sub -Consultant, 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. 1.24 Work means all services, materials and equipment provided by/or under this Agreement with the 1.25 Woric Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1,26 Work Order Proposal means a document prepared Eby the Consultant, at the request of the City for Services to be provided by the Consultant on a specific phase of a Project. ARTICLE 2 GENERAL CONDITIONS 2.01 TERM: The term of this Agreement shall be for two (2) year(s) commencing on the effective date hereof. This specified term is intended for administrative and budget control purposes and is not to be considered or interpreted as a time limitation. This Agreement shall be in place until completion of the Project or until terminated as provided in the applicable sections of the Agreement. , 2.01.1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration data, then this Agreement shall remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. Miscellaneous Architectural Services RFQ No. 12-1.3-024 � Page 5 Rizo Carreiio & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT 2,02 OPTIONS TO EXTEND: The CITY, by action of the CITY MANAGER, shall have the option to extend the term for 2 additional perlod(s) of one (1) year each, subject to continued satisfactory performance as determined by the Director, and to the availability and appropriation of funds. City Commission authorization of this Agreement includes delegation of authority to the CITY MANAGER to administratively approve said extensions provided that the compensation limits set forth in 2.04 are riot exceeded. 2,03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in.Attachment "A" hereto (to be Determined), which by this reference is incorporated Into and made a part of this Agreement. 2.03.1 COMMUNITY BUSINESS ENTERPRISE ("CBEs') PARTICIPATION REQUIREMENTS ORDINANCE 13331, codified as § 18.87(p), City Code. Prospective Firms must adhere to the following requirements: 1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified by Miami -Dade County as a Community Business Enterprise ("CBE"); 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries (e.g, within the City limits). . For information on the City's CBE requirements, visit the CEP website at, hits;/ldey.miantgov,corlaanitatimJravementsl acLoslPracuramqIC3gD � forms,as 104 COMPENSATiON 2,04x1 Compensati_on_Limits The amount of compensation payable by the City to the Consultant shall be a lump sum or not to exceed fee, based on the rates and schedules established in Attachment B hereto, which by this reference is incorporated into this Agreement; provided, however, that in no event shall the amount of compensation exceed Five Hundred Thousand Dollars ($500,000) in total over the term of the Agreement and any extension(s), unless explicitly approved by prior action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use r other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment,. rei"mbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. 2..04-2 Payments. Unless otherwise specifically provided in Attachment B, 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 § 218.72, Fla, Stet„ 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 for travel expenses shall be submitted In accordance with Section 112„061, Fla. Stat, The Consultant shall utilize Attachment "C" for the submission of invoices. -. Miscellaneous Architectural Services RFQ No, 12-13-024 Page 6 ,, Rtzo Carreilo & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT ARTICLE 3 PERFORMANCE 3,01 PERFORMANCE AND DELEGATION The services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Any such approval shall not be construed as constituting an agreement between the City and any other person or firm. 3.02 REMOVAL OF UNSATISFACTORY PERSONNEL Director or designee may make written request to the Consultant for the prompt removal and replacement of any personnel employed or retained by the Consultant, or any Sub -Consultants or subcontractors, or any personnel of any such Sub -Consultants or sub -contractors engaged by the Consultant to provide and perform services or Work pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen (14) calendar days of receipt of such request with either the removal and replacement of such personnel or written justification as to why that may not occur. All decisions involving personnel will be made by the Consultant. Such request shall solely relate to said employees work under this Agreement. 3.03 CONSULTANT KEY STAFF The parties acknowledge that the Consultant was selected by the City, in part, on the basis of qualifications of particular staff identified In the Consultant's response to the City's solicitation, hereinafter referred to as "Key Staff". The Consultant shall ensure that Key Staff are available for Work hereunder as long as said Key Staff is in the Consultant's employ. The Consultant will obtain prior written acceptance of Director or designee to change Key Staff. The Consultant shall provide Director, or designee with such information as necessary to determine the suitability of proposed new Key Staff. Director will act reasonably in evaluating Key Staff qualifications. Such acceptance 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 issued by the Director and to complete each assignment, task or phase within the time stipulated in the Notice to Proceed. Time Is of the essence with respect to performance of this Agreement. A reasonable extension of the time for completion of various assignments, tasks, or phases may be granted by the City should there be a delay on the part of the City In fulfilling Its obligations under this for extra compensation. ARTICLE 4 SUBS CONSULTANTS 4.01 GENERAL 4.01-1 A Sub -Consultant, as defined in Article 1.18 is a firm that was Identified as part of the consulting team in 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 Schedule Al attached hereto and incorporated by reference. 4.01.2 A Specialty Sub -Consultant '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 Sub -Consultant shall be in addition to those identified In Schedule Al. 4.02 SUS -CONSULTANT RELATIONSHIPS 4.02-1 All services provided by the Sub -Consultants shall be performed pursuant to appropriate written agreements between the Consultant and the Sub -Consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Niisceliweous Arct�atectural Services R Q.No. 12-1.3-024µ__e Page 7 Rizo Carreno & Partners, Inc. PROrESSIONAL SERVICES AGREEMENT 4.02.2 Nothing contained In this Agreement shall create any contractual or business relationship between the City and the Sub -Consultants. The Consultant acknowledges that the Sub -Consultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANCES TO SUS -CONSULTANTS The Consultant shall not add or modify change any Sub -Consultant listed in 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 substitution. ARTICLE 55 PEFAULT 5,01 GENERAL If the Consultant falls to comply with any term or condition of this Agreement, or fails to perform any of its obligations hereunder, then the Consultant shall be in default. Upon the occurrence of a default hereunder the City, in addition to all remedies available to it by law, may Immediately, upon written notice to the Consultant, terminate this Agreement whereupon all payments, advances, or other compensation paid by the City to the Consultant while the Consultant was in default shall be immediately returned to the City. The Consultant understands and agrees that termination of this Agreement under this section shall not release the Consultant from any obligation accruing prior to the effective date of termination. In the event of termination due to default, in addition to the foregoing, the Consultant shall be liable to the City for all expenses incurred by the City in preparing and negotiating this Agreement, as well as all costs and expenses Incurred by the City in the re -procurement of the Services, including. consequential and incidental damages. In the event of Default, the City may also suspend or withhold reimbursements from 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 of the following: 5.02.1 The Consultant falls to obtain or maintain the professional engineering certification l 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 5,023 The Consultant falls 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 MAJEURi The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the Consultant shall take all necessary action to cure said default within time stipulated In said notice, after which time the City may terminate the Agreement. The City at its sole 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 shall be automatically terminated on the last day of the time stipulated in sald notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. Miscellaneous Architectural Services RFQ No. 1'2-13-024 �� � M page'8 Rl%o Carrefio & Partners, Inc. RIO PROFESSIONAL SERVICES AGREEMENT ARTICLE 6 TERMINATION OF AGREEMENT 6,01 CITY'S RIGHT TO TERMINATE The City, including the Director or designee has the right to terminate this Agreement for any reason or no reason, upon ten (10) days' written notice. Upon termination of this Agreement, all charts, sketches, studies, drawings, and other documents, Including all electronic copies related to Work authorized under this Agreement, whether finished or not, must be turned over to the Director or designee. The Consultant shall be paid in accordance with provisions of Attachment B, provided that said documentation is turned over to Director or designee within ten (10) business days of termination. Failure to timely deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant until all documentation is delivered to the Director or designee. 6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except to retain the fees, and allowable costs or reimbursable expenses ;earned compensation for the Services that was performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against the City, Its officials or employees. 6,02 CONSULTANT'S RIGHT TO TERMINATE The. Consultant shall have the right to terminate this agreement, in writing, following breach by the City, If breach of contract has not been corrected within sixty (60) days from the date of the City's receipt of a written statement from the Consultant specifying its breach of its duties under this Agreement.. 6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT The Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, the City shall have the right to terminate the Agreement without liability and, at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. ARTICLE 7 DOCUMENTS AND RECORDS 41—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 there from, including all electronic digital copies will be considered works made for hire and will, based on Incremental transfer wherein the above shall become the property of the City upon payments made to the Consultant or termination of the Agreement without restriction or limitation on their use, and will be made available, on request, to the City at any time during the performance of such services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed under this Agreement. The City shall have the right to visit the site for inspection of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain copies, including reproducible copies, solely for information and reference In connection with the City's use and occupancy of the Project 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital, to the j Director or designee within ten (10) days of cancellation, or within ten (10) days of request by the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the Consultant delivers .all such documents. The Consultant shall have no recourse from these requirements. 7.03 RE -USE BY CITY It is understood that all Consultant agreements andlor Work Orders for new work will include the provision for the re -use of plans and specifications, Including construction drawings, at the City's sole option, and by virtue of signing this agreement the Consultant agrees to such reuse in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without j recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, Miscellaneous Architectural Services RFQ No, 12-1.3-024 Page 9 Rizo Carreno &• Partners, Inc. PROFESSIONAL SERVICES AGREEMENT studies, or other data for any purpose other than that Intended by the terms and conditions of this Agreement, 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to- divulge, furnlsh or make available to any third person, firm ororganization, without Director ordesignee's prior written consent, orunless incident tothe proper performance of the Consultant's obligations hanaundo[, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning the yan/|ceo to be rendered by the Consultant hereunder, and the Consultant shall require all of Its employees, ogants. Sub-Conou|tanis, and subcontractors to comply with the provisions of this paragraph. 7'05 MAINTENANCE CJFRECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its services hereunder, Records subject bn the provisions of the Public Records Lmw, Florida Statutes Chapter 119, shall be kept in accordance with the applicable ahabubao. Otherwise, the records and documentation will be mby|nad by the Consultant for e minimum of three (8) years from the date of termination of this Agreement or the date the Project is completed, whichever is |mtax The City, or any dUb/au\hagentszad a�o� or representatives of the City, shall h theright to audit, |nopo:L, and copy all muoh mmopdo 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 oho|| additionally comply with the proVo<ono of §119.0701. Florida Statutes, entitled "Contracts; public records". The Consultant shall|nde defend, save and hold harmless the City and its officials, emplqyees and agents (collectively referred to as "Indemnitees") and each of them from and against all loss, costs, penalties, fines, damages, claims, expenses (including attorney's fees) or liabilities (collectively referred to as "liabilities") arising out of or resulting from or in connection --with-(!) the -performance -or non-performance-of-the-duties.-responsibilities,standards,-services supplies, materials and equipment contemplated by this Agreement which Is directly or indlrect[� caused, in whole or in part, by any act, omisslon, default, professional errors or omissions, or negligence (whether active or passive) of CONSULTANT or its employees, agents or sub consultants �collectively. referred to as "Indemnifying Parties regardless of whether it is, or is alleged to be, caused In whole or part (Whether joint, concurrent or contributIng) by any act, omisslon, default, breach, or negligence (whether active or passive) of the Indemnifying Parties or Indernnitees, or any of them, or (ii) the failures of the CONSULTANT to comply with any of the provisions herein; or (iii) the failure of the CONSULTANT , , to comply with statutes, ordinances, rules,, codes, r other regulations or requirements of any federal, state, county, or city governmental authority or agency , special district or state school, in connection with the granting approving or performance of this Agreement, or any Amendment to this Agreement, or any actions or challenges that may arise out of this Agreement, as amended, by, as due to alleged failure to comply with any applicable procurement requirements or professlonal standards of care or similar limitations imposed on such agreements- by law, CONSULTANT expressly agrees to Indemnify and hold harmless the Indemnitees, or any of them, from and against all liabilities which may be asserted by an employee or former employee of CONSULTANT or any of its subcontractors, as provided above, for which the CONSULTANT 's liability to such employee or former employee would otherwise be limited to payments under state Worker's Compensation or similar laws, This section shall be interpreted and construed in a manner to comply with any applicable Florida Statutes, including, without limitation, Sections. 726.06 and 725.08, Fla Stat if applicable. Severability shall apply to each sentence of this section. This Indemnification shall survive the cancellation or expiration ofthe Agreement. MiscellaneOLIs Architectural Services BF00* 13-13'024 Page 10 DboCarxv6o&Partners, Inc. A/0111 PROFESSIONAL SERVICES AGREEMENT The Consultant shall require all Sub Consultant agreements to include a provision that they will indemnify the City, The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any actions or omissions of the CONSULTANT In which the City participated either through review or concurrence of the Consultant's actions, In reviewing, approving or rejecting any submissions by the Consultant or other acts of the Consultant, the. City In no way assumes or shares any responsibility or liability of the Consultant or Sub Consultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 99 INSURANCE The Consultant shall not Start Services under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M. Best Company's Key Rating Guide, latest edition. 9.02 VERIFICATION OF INSURANCE COVERAGE The Consultant shall furnish certificates of insurance to the Risk Administrator for review and approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant has obtained Insurance of the type, amount and classification required by these provisions, in excess of any pending claims at the time of contract award to the Consultant. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this contract. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice _ofnon-renes+ taI_Qf th_e_i surance within 30 days of the change, The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within ten (10) days of written request. 9.03 FORMS OF COVERAGE 9,03°1 COMMERCIAL GENERAL LIABILITY AND AUTOMOBILE LIABILITY The Consultant shall maintain commercial general liability coverage with limits of at least $1,000,000 per occurrence, $2,000,000 aggregate for bodily injury and property damage. The coverage shall include Premises and Operrtlons, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable, The coverage shall be written pn a primary and non contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should .read (30) days/ (10) days for. nonpayment. 9.03-2 BUSINESS AUTOMOBILE The Consultant shall provide business automobile liability coverage including coverage for all owned; hired and non owned autos with a minimal combined single limit of $1,000,000 naming the City as an additional insured with respect to this coverage. Notice of cancellation should read (30) days/ (10) days for nonpayment. 9.03-3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage in the minimum .amount of $1,000,000 per claim, $1,000,000 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 Miscellaneous; ArchitecturalSerTlces RI'QNo_.12.13.024 Page 11 Rizo Carreno & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT this Agreement, This Insurance shall be maintained for at least one year after completion of the construction and acceptance of any project covered by this Agreement, 9.03.4 WORKER'S COMPENSATION INSURANCE The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes, Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000 each occurrence. 9,03.5 SUE -CONSULTANT COMPLIANCE The Consultant shall ensure that all Sub -consultants comply with these same insurance requirements, 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her 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) day written notice to the Consultant in accordance with §10.06 herein. The Consultant shall comply with such requests unless the insurance coverage is not then readily available in the national market, and may request additional consideration from the City accompanied by justification. ARTICLE, 10 MISCE LANEQUS 10.01 AUDIT RIGHTS; INSPECTION RIGHTS The. City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three {3} years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in §18-101 and § 18- 102, City Code, are applicable to this Agreement and are deemed as being incorporated by reference herein. 10.02 ENTIRE AGREEMENT This Agreement, as It rnoy be amended ro.m tim` e to time, representsthe entire and -int ge—rated a gra eament between the City and the Consultant and supersedes all prior negotiations, representations or agreements, written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any respect, at any time after the execution hereof, except by a written document executed with the same formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement shall not be deemed to be a waiver of any other breach of any provision of this Agreement. 10.03 SUCCESSORS AND ASSIGNS The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, In whole or in part, by the Consultant without the written consent of the City, acting by and through its City Commission, It is understood that a sale of the majority of the stock or partnership shares of the Consultant, a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that would constitute an assignment or sale hereunder requiring prior City approval. The Consultant's services are unique in nature and any assignment , sale .transference without City Commissicn approval shall be cause for the City to cancel this Agreement. The Consultant shall have no recourse from such cancellation, The City may require bonding, other security, certified financial statements and tax returns from any proposed Assignee and the execution of an Assignment/ Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE Miscellaneous Architectural Services RFQ No. 12-13 024 Page 12 Rizo CarreAc & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT 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 Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines the project price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit costs. All such price adjustments will be made within one `(1) year following the end of the Project. 10.05 APPLICABLE LAW AND VENUE OF LITIGATION This agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this agreement, or arising out of this agreement; shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under 0 where the Consultant shall pay the City's reasonable attorney's fees. 10.06 NOTICES Whenever either party desires to give notice unto the other, such notice must be in writing, sent by registered United States mail, return receipt requested, addressed to the party for whom it is intended at the. place last specified; and the place for giving of notice shall remain such until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the parties designate the following as the respective places for giving of notice: FOR City of Miami: Mr. Mark Spanioli, P.E., Director Capital Improvements Program City of Miami Department of Capital Improvements (CIP) 444 S.W. 2" d Ave., - 8th FI Miami, Florida 331.30 Assistant Director City of Miami Department of Capital Improvements (CIP) 444 S.W. 2" d Ave., _ 8tn FI Miami, Florfda 33130 For Consultant: Alberto J. Carretio, P.E, Rizo Carre6o & Partners, Inc. 7315 SW 87th Avenue, Suite 100 Miami, FL 33173 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 particular sentence, paragraph, or section where -they appear, unless the context otherwise requires. Whenever reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a whole, Including all of the subsections of such Section, unless the reference is made to a particular subsection or subparagraph of such Section or Article. Miscellaneous Architectural Services RNo..1.3-024 F :12Page 13 Rizo Carre& & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement, or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION -WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non-binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings In Miami -bade County, State of Florida. The parties will split the costs of a certified medlator on a 50/50 basis. The Consultant agrees to Include such similar contract provisions with all Sub -Consultants and/or independent contractors and/or the Consultants retained for the project(s), thereby providing for nonbinding mediation as the primary mechanism for dispute resolution. Each party will bear their own attorney's fees, in an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. 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 ("AOA"), 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. Non -Discrimination The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, sex, religion, age, handicap, marital status or national origin. The Consultant further covenants that no otherwise qualified individual shall, solely by reason of his/her race, color, sex, religion, age, handicap, marital status or national origin, be excluded from participation in, be denied services, or be subject to discrimination under any provision of this Agreement. 10.12.1 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state or local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant access to City property, including project jobsites, if the Consultant 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. 10.12.2 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act ("ADA") in the course of providing any work, labor or services funded by the City, Including Titles I & II of the ADA (regarding nondiscrimination on the basis of disability) and all applicable regulations, guidelines and standards. Additionally -the Consultant shall take affirmative steps to -insure nondiscrimination in employment of disabled persons. 10.13 NO PARTNERSHIP" Miscellaneous Architectural Services RFQ.No. 12.13-024 Page 14 Rizo Carrer'io & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT The Consultant is an independent contractor. This Agreement does not create a joint venture, partnership or other business enterprise between the parties. The Consultant has no authority to bind the City to any promise, debt, default, or undertaking of the Consultant. 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES; The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10,06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute In writing, with all supporting documentation, to the Assistant Director -Contracts, as identified in Article 10.06, Notices. Upon receipt of said notification the Assistant Director -Contracts shall review the Issues relative to the dispute and issue a written finding. Should the Consultant and the Assistant Director -Contracts fail to resolve the dispute the Consultant shall submit their dispute in writing within five calendar days to the Director. Failure to submit such. appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and Issue a written finding. The Consultant must submit any further appeal in writing within five 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 his/her 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 seekjudicial relief unless; (i)—it-has first received -City Manager's written decision, approved -by -City -Com m Issloif applicable, or (ii) a period of sixty (60) 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) days has expired where the City Manager's decision is subject to City Commission approval; or (ill) The City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager, I 10016 INDEPENDENT CONTRACTOR; i The Consultant has been procured and is being engaged to provide services to the City as an i independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classifled 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. 10,17 CONTiNGENCY CLAUSE; Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and the Agreement is subject to amendment or termination due to lack of funds, reduction of funds and/or change in regulations, upon thirty (30) days notice. 10.18 THIRD (PARTY BENEFICIARY iZSCellaneorus architectural Services RFQ No. 1Z-13-024 Page 15 Rizo Camrio &Partners, Inc, PROFESSIONAL SrERVICFS AGREEMENT The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a third party beneficiary giving or allowing any claim or right of action whatsoever by any third party under this Agreement. 10.19 ADDITIONAL TERMS AND CONDITIONS No additional terms and conditions included with the solicitation response shall be evaluated or considered, and any and all such additional terms and conditions shall have no force or effect and are Inapplicable to this solicitation. if submitted either purposely, through Intent or design, or inadvertently, appearing separately in transmittal letters, specifications, literature, price lists or warranties, it is understood and agreed that the General and Special Conditions in this solicitation are the only conditions applicable to this solicitation and that the bidder's/proposer's authorized signature affixed to the bidder's/proposer's acknowledgment form attests to this.- If a Professional Services Agreement ("PSA") or other Agreement Is provided by the City and included in this solicitation no additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions of the Agreement, in the sole opinion and reasonable discretion of the City will be considered. Any and all such additional terms and conditions shall have no force or effect and .are inapplicable to this Professional Services Agreement ("PSA") or other Agreement. Miscellaneous Architectural Services RVQ No. °1.2-13-024 w Page 16 Rizo Carrefio & Partners, Inc. 441 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, WITNESS/ATTEST: Rizo Carreft & Partners, Inc. IT Signature re F. Y"nMe/zo A-L&-41YZj0 d. eA (W�WJ0, cem Print Name, Title Print Name, Title of Authofized Officer orfflclal - ATTEST: Consultant Secretary (Affirm Consultant Seal, if available) APP,RbVEDA UbUIREMEI` Calv Risk 170 nag4ment Department (Corporate Seal) CITY OF MIAMI, a municipal corporation of the State of Florida J "hyMarti Az 15.E, -City Manager CE PPROVED ATTO LEGAL F-Q.W, AND /CO1FZRECTN,58S. 01 Victoria M6ndez, C!,WAttorneY,,..,---"" Miscellaneous Architectural Services RPC Na. 12-13-024 Page 17 Rizo Garre6o & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION) 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 �i.omi9p, held on the qday of , AkWOV- 2©►' , a resolution was duly passed and adopted authorizing (Name) 61.3m -(p � ejo ai.g't%LZ )Y3 � as (Title)_ e, e -o of the corporation to execute agreements on behalf of the corporation and providing that his/her 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 WHER OF, I hereunto set my hand this, day of�,. 20 J�5 �. Secreta Print: P 4 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 his/her 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. I.N WITN_ES>WHEREO_F, I have hereunto set my hand this __,__._,,, day of 20 Partner: Print: Names and aciaresses of partners.: Name R —I Street Address � City State Zip Miscellaneous Architectural Services RFQ No. 12.13-024 _ Page 18 Rizo CarreAo fir, Partners, Inc. PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint venture agreement each member of the joint venture must sign the bid 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 (dlbla) (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 O F _ _ _ 9"O le } COUNTY OF rti r !�a6 The foregoing instrument as acknowledaed before me this �1 day of (� 2Q /I�tby L66-74-&&� who is personally known to me er-who-ha�rprroduted as identification and who (did/ did not) to an o the M SIGNATURE 6FNOtARY PIJSL10 STATE OF FL RIDA �&, 4L PRINTED, AMPED OR TYPED NAME OF NOTARY PUBLIC • 6HIflLEY'l LPH ;�'�'' _'fie'. �•, r+r-_, MYCt3MMIS61{�N;•(�118�2!J3f! 014 CXThro N ; m 11UU1 I'' M buridod Thm No�Y Wubib U��aniwrs Miseellamecus Architectural Services RFQ No, 12-1.3.,024 Page 19 Rizo Carrdo & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT ARTICLE Al GENERAL Architectural Services shall include, but are not limited to, project management, complete planning and design services, services to assist the City In fulfilling its responsi bl I [ties under Miami 21 and all other relevant State, County and City ordinances. May also include planning and design services, programming, schematics, scheduling, inspection, permitting, feasibility studies, ADA compliance, options permitting, evaluations, public/community meetings and/or charrettes, lighting, electrical, structural, landscaping, site plan, parking analysis, Design Criteria Package, detailed facility assessments, cost estimates, opinions of probable construction cost, preparation of bid and construction documents; review of work prepared by Sub-oonsultants and other consultants, field investigations and observations, construction contract administration, as -built documentation and other related architectural services as needed to complete the Projects, Consultant shall provide Professional Architectural Services for the Project for which Consultant was selected in accordance with Section 287.055 Florida Statutes, as amended, Consultants' Competitive Negotiations Act (CCNA). A1.01 SCOPE OF SERVICES The Consultant agrees to provide comprehensive Professional 'Services in accordance with all applicable law, 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 presented in this Agreement, depending on the needs of the City for the Project. Consultant shall furnish, as Basic Services, comprehensive landscape architectural professional services for the Project. The City will phase the Work required to complete the Project so that the Project is designed and constructed in the most logical, efficient,, and cost effective manner. The Consultant shall be directed to proceed with each phase of the Project through the use of Work Orders Proposals and Work Orders. A1.02 WORK ORDERS A1.02.1 PROCEDURES When CIP has determined that a specific phase of the Project is to proceed, the Director or authorized designee will request in writing, a Work Order Proposal from the Consultant based on j 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 l 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, Sub - Consultants, 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 CIP will prepare a Work Order that will be reviewed by CIP staff and the Director or designee, Upon approval CIP will issue a written Notice to Proceed subsequent to approval of the Work Order by the Director or designee. ARTICLE A2 BASIC SERVICES Consultant agrees to provide complete Landscape Architectural services as set forth in the tasks enumerated hereinafter, in accordance with Florida Statute 481,311, latest edition, all federal, state, county and City of Miami, Florida, Laws, Codes and Ordinances, Consultant shall maintain an adequate staff of qualified personnel on the Work at all times to ensure its performance as specified In the Agreement. Miscellaneous Arcliitectural Servi ee—s `RFQ No. 12-1.3-024 Page 20 RIzo Carreno & Partners, Inc, 01910 PROFESSIONAL SERVICES AGREEMENT Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required under Article A2, without additional charge, for review and approval by City. Consultant shall not proceed with the next task of the Work until the documents have been approved, in writing, by City, and an Authorization to Proceed with the next task has been issued by City. Consultant is solely responsible for the technical accuracy and quality of their Work. Consultant shall perform all Work in compliance with Florida Administrative Code Mule 61G15-19.001(4) and Section 471.033(1) (g) of the Florida Statutes. Consultant shall perform due diligence, In accordance with best industry practices, in gathering information and inspecting a Project site prior to the commencement of design. Consultant shall be responsible for the professional quality, technical accuracy and coordination of all design, drawings, specification, and other Services furnished by the Consultant under this Agreement. Consultant shall, without additional compensation, correct or revise any errors, omissions, and/or deficiencies In its designs, drawings, specification or other Services. Consultant shall also be liable for claims for delay costs, and any Increased costs In construction, including but not limited to additional work, demolition of existing work, rework, etc., resulting from any errors, omissions, and/or deficiencies In its designs, drawings, specification or other Services. A2.01 DEVELOPMENT OF OBJECTIVES A2.01.1 Consultant shall confer with representatives of City, the Project Manager, and other jurisdictional agencies to. develop several options for how the various elements of then project will be designed and constructed. A2,01.2 Consultant shall, utiliting a compilation of available documentation, confer with representatives of City, the Project Manager, and other jurisdictional agencies in order to comprehensively identify aspects of the completed facility program that may require further refinement to attain the requisite detail of design development required to begin the creation of'Construction Documents. For -clarity-of-scope,-the-items-that-need-further-developmen# will_bo called Conoeptuals and the remaining .items will be called Designs. A2.0:1-3 Consultant shall prepare writtdn descriptions of the various options and shall participate in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided' to support the presentation materials. A2.02 SCHEMATIC DESIGN A2.02-1 Design Concept and Schematics Report Consultant shall prepare and present, in writing and at an oral presentation if requested, for approval by City, a Design Concept and Schematics Report, comprising Schematic Design Studies, including an identification of any special requirement affecting the Project, a Statement of Probable Construction Cost, Project Development Schedule and review of Constructabllity Review reports. 1. Schematic Design Studies consist of site plan(s), floor plans (where applicable), elevations, sections, and all other elements required by City or Project Manager to show the scale and relationship of 'the com ponents and design concepts of the whole. The floor plans may be single - line diagrams. A simple perspective rendering or sketch, model or photograph thereof may be i provided to further show the design concept. 2. A Statement of .Probable Construction Cost, prepared in Construction Standard Index (CSI) format, to include a summary of the estimated project cost and an evaluation of funding allocation, Such summary shall be in sufficient detall to identify the costs of each element and include a breakdown of the fees, general conditions and construction contingency. Such evaluation shall comprise a brief description of the basis for estimated costs per each element and similar project unit costs. Costs shall be ad usted to the projected bid date. Miscellaneous Architectural Services RFQ No. 12.1.3-024 M Page 21 Rizo Carre> o & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT Recommendations for reducing the scope of the Project in order to bring the estimated costs within allocated funds, in the event that the statement of Probable Construction Costs exceeds allocated funds, Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. Any "Statement of Probable Construction Costs prepared by Consultant represents a reasonable estimate of cost in Consultant's best judgment as a professional faro illar with the local construction industry. 3, The Project Development Schedule shall show the proposed completion date of each task of the Project through design, bidding, and post design services. A. Constructability Review reports shall be conducted by the City and/or its consultants at design stages deemed necessary by the Project Manager. Consultant shall provide five additional deliverable pian sets for distribution, by City, to others for this purpose. There shall be an established deadline for review report submission back to City. Consultant shall provide written responses to all comments within two weeks and shall maintain files of all related review reports and response reports. If necessary, City may coordinate Constructability Review meetings with some or all of the reviewers with Consultant present to discuss specific issues. In addition -to the Constructability Review process mentioned above, City reserves the right to conduct a Peer Review of the project documents at any design stage. Cost of such a Peer Review would be borne by City. Any findings as a result of said Peer Review would be addressed by Consultant, and if requested by City, would be incorporated into the design documents, at no additional cost to City and no extension of time to the schedule. A2.03 DESIGN DEVELOPMENT From the approved. Schematic Design documents, Consultant shall prepare and present in writing, and at oral presentations, if requested, for approval by City, separate Design Development Documents, updated Project Development Schedules, updated Statements of Probable Construction Costs and a review of Constructability Review reports. 1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations, sections), outline specifications, and other documents. 2. Design Development consists of continued development and expansion of architectural and/or civiE Soh me a is signDocuments to establish the final scope, relationships, farms, size, and appearance of each element through: 2.1 Plan sections, and elevations 2.2 Typical construction details 2.3 Final materials selection 2.4 Construction phasing plan 3. The updated Development Schedules shall show the proposed completion dates of each milestone of each Project through design, bidding, construction and proposed date of occupancy. Consultant will also detail all long lead procurement items and architecturally significant equipment that will need to be purchased prior to the completion of Construction Documents, 4. Provide updated Statements of Probable Construction Cost. If either statement of Probable Construction Cost exceeds allocated funds, Consultant shall prepare recommendations for reducing the scope of that particular Project in order to bring the estimated costs within allocated funds. Consultant shall update its documentation, at no additional cost to the City, to reflect this reduced scope. 6. Constructability Review reports A2.04 CONSTRUCTION DOCUMENTS From the approved Design Development Documents, Consultant shall prepare for written approval by City, Final Construction Documents setting forth all design drawings and specifications needed to comprise a fully biddable, permittable,.constructible Project. Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by City, which shall Include the following:. Miscellaneous Architectural Services RFQ No. 12-13-029 � � Page 22 Rizo Carreio & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT 1, A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not Included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an index of all anticipated drawing sheets necessary to fully define the Project. 2, The updated Project Development Schedule to include an outline of major construction milestone activities and the recommended construction duration period in calendar days. 3. An updated Statement of Probable Construction Cost in CSI format. 4. Consultant may also be authorized to include in the Construction Documents approved additive and/or deductive alternate bid items, to permit City to award a Construction Contract within the limit of the budgeted amount. S. A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the Specifications completed. Documents submittal shall also include all sections of Divisions "0" and L11 B 6, Consultant shall include, and will be paid for, City -requested alternates outside of the established Project scope or that are not constructed due to a lack of funds. No fee will be paid by City In connection with alternates required by the failure of Consultant to .design the Project within the Fixed Limit of Construction Cost. 7, Consultant shall not proceed with further construction document development until approval of the 30% documents is received in writing from City. Approval by City shall be for progress only and does not relieve Consultant of its responsibilities and liabilities relative to code compliance and to other covenants contained In this Agreement. Consultant shall resolve all questions Indicated on the documents and make all changes to the documents necessary in response to the review commentary; The 30% Documents review (check) set shall be returned to City upon submission of 60% complete Construction Documents and Consultant shall provide an appropriate response to all review comments noted on these previously submitted documents. Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings and specifications, and one digital copy in ,pdf format: A2.04-1 Maximum Cost Limit Prior -to authorizing -the -Consultant to-proceed-with-prepar-ation-of-Construction-Document Development, the City shall establish and communicate to the Consultant, a maximum sum for the cost of construction of the Project ("Maximum Cost Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding anything above to the contrary, the City may require the Consultant to revise and modify Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost Limit, A2.04-2 Dry Run permitting The Consultant shall file and follow-up for approval of building permits at the earliest practicable time during the performance of the Work, for approval by City, County, State and/or Federal authorities having jurisdiction over the Project by law or contract with the City, and shall assist in obtaining any such applicable certifications of permit approval by such authorities prior to approval by CIP of the final set and printing of the Construction Documents. The Consultant shall promptly, at any time during the performance of the Work hereunder, advise the City of any substantial increases in costs set forth In the Statement of Probable Construction Cost that In the opinion of the Consultant is caused by the requirement(s) of such. Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall also provide digital versions of the drawings in .dwg, .pit, and .pdf formats. The specification additional terms and conditions shall be provided in both .pdf and ,doe formats. A2.05 BIDDING AND AWARD OF CONTRACT .,42.05-1 Bid Documents Approvals and printing Miscellaneous Architectural Services RFQ No. 12-13-024 � Page 23 Rizo Carreno & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT Upon obtaining all necessary approvals of the Construction Documents from authorities having jurisdiction, and acceptance by the City of the 100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant shall assist the City in obtaining bids and preparing and awarding the construction contract. The City, for bidding purposes, will have the bid docurnents printed, or at its own discretion, may authorize such printing as a reimbursable service to the Consultant. A2.06-2 issuance of Bid Documents, Addenda and Bid Opening 1. The City shall issue the Bid Documents to prospective bidders and keep a complete Ust of Bidders. 2, The Consultant shall assist the City in the preparation of responses to questions if any are required during the bidding period. All addendum or clarifications, or responses shall be issued by the City. 3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all prospective bidders. 4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant shall attend all any pre-bid meeting(s) and require attendance of Sub -Consultants at such meetings. 5. The Consultant will be present at the bid opening, if requested by the City. A2.05-3 Bid Evaluation and Award The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids and the preparation of documents for Award of a contract. if the lowest responsive Base Bid received exceeds the Total Allocated Funds for Construction, the City may: f 1. Approve an increase in the Project cost and award a Contract; 2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or additional compensation to the Consultant; f 3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost based on such revisions within the Total Authorized Construction Budget. The City may exercise such option where the bid price _k exceeds 10% of the Fixed Construction Budget provided to the Consdltant and as may be modified by e Ci y andThe Consultant prior to soliciting bids. 4. Suspend, cancel or abandon the Project. NOTE: Under item 3 above the Consultant shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the budgeted amount. A2.06 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.06.1 i The Construction Phase will begin with the issuance of the Notice to Proceed and will end when the Consultant has provided to the City all post construction documents, including Contractor As - Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.06-2 The Consultant, as the representative of the City during the'Construction Phase, shall advise and consult with the City and shall have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and their Agreement with the City. A2.06-3 The Consultant and respective. shall visit the site to conduct field observations, at a. minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, it the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide any site visits necessary for certification if required by the authorities Miscellaneous Architectural Services RF'Q No. 12.13-024 �I" ill Ill ell 611111111111 ill lill 1, ilg 11 : Ill III Page 24 Aizo Carreno & Partners, Inc. 411-1 PROFESSIONAL. SERVICES AGREEMENT having jurisdiction, Threshold inspection shall be provided by the Consultant at no additional cost to the City, The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant and/or will not- be required to make extensive inspections or provide continuous daily on-site Inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field inspections report it is asked to attend. Consultant and will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautionsand programs in connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. A2.06.4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall also note the general status and progress of the Work on forms furnished by the City. The Consultant shall submit the reports in a timely manner. The Consultant and Sub -Consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -built" drawings, Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services, The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests and may result in a .proportional reduction in Construction Administration fees paid to the Consultant. A2.06.5 1, Based on observations at the site and consultation with the City, the Consultant shall determine the amount due to the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount--stated—on—the—requisition—subject to"—detailed—evaluation—of—the—Work-for conformance with the contract upon substantial completion; 2. The results of any subsequent tests required by the contract; 3. Minor deviations from the contract correctable prior to completion; 4. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be ,prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid -on account of the Construction Contract Sum, A2.06-6 The Consultant shall be the Interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render interpretations necessary for the proper execution or progress of the Work upon written request of either the City or the Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all claims, disputes and other matters in question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be In written or graphic form, A2.06.7 f MiscellaneousArchltecturalservices RFQ No. 12-15-024 Page 25 Rizo Carreno & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to Insure compliance with the Contract Documents, the Consultant will have the authority to recommend special Inspection or testing of any Work deemed to be not in accordance with the Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed, A2.06.8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFis and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection. Consultant shall have five (5) calendar days to review contractor payment applications to ensure the City complies with Florida Statute §218.70, A2.06-9 The Consultant shall initlate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.06.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a ".Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project. is substantially complete in accordance with the .contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in the Work required to be corrected by the Contr�or In accordance with Florida Eta ut—t e 218.733 . Upon satisfactory comole�fon of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents and certificates as. may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. i A2.06-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with its contract relative to 1) initial instruction of City's personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. A2.06-12 The Consultant shall review the Contractor's "as built" drawings and submit them to the City upon approval by the Consultant. The Contractor is responsible for preparing the "as built" drawings. A2,06-'13 The Consultant shall furnish to the City the original documents, including drawings, revised to "as - built" conditions based on information furnished by the Contractor; survey, and speolfle condition. In preparing the "Record Set" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Miscellaneous Architectural Services RFQ No. 12-13-024 Page 26 Rizo Carreno & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT information% substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate into the "Record Set" and record documents. Changes made in the field to sult field conditions, or otherwise made by the Contractor for its convenience, shall be marked by the Contractor on the "Field Record Set' and transferred to the original contract documents by the Consultant. The original documents, as well as the "Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. The Consultant shall furnish to the City one complete set of "Record Set Drawings", In Auto CADD Version 2000 or such other format acceptable to the City. A2.06.14 The Consultant shall furnish -to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north arrow, Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.06-15 The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT A2.07-1 The Construction Phase will begin with the issuance of a Notice to Proceed (NTP) and will end when the Consultant has provided to the City all post construction documents, including Contractor As -Built drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment to the Consultant. During this period, the Consultant shall provide administration of the construction contract as provided by this Agreement, and as provided by law. A2.0'7�2 The Consultant, as the representative of the City during the Construction Phase, shall advise and consult with the City and shalt have the authority to act on behalf of the City to the extent provided in the General Conditions and the Supplementary Conditions of the construction contract and A2.07-3 The Consultant and respective shall visit the site to conduct field observations, at a minimum on a weekly basis, and at all key construction events to ascertain the progress of the Project, and shall visit the site as appropriate to conduct field inspections to ascertain the progress of the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents. i The Consultant shall provide any site visits necessary for certlfication if required by the authorities having jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the City. The Consultant shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. The Consultant will not be required to make extensive Inspections or provide continuous daily onsite inspections to check the quality or quantity of the Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing and distributing minutes of all meetings and field Inspections report it Is asked to attend. Consultant and will not be held responsible for construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs In connection with the Work. The Consultant will not be held responsible for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the work in accordance with the contract unless such failure of performance results from the Consultant's acts or omissions. Az.07-4 The Consultant shall furnish the City with a written report of all observations of the Work made by Consultant and require all to do same during each visit to the Project. The Consultant shall also note the general status and progresses of the Work on forms furnished by the City and submit them In a timely manner. The Consultant and the Sub- consultant shall ascertain that the Work is acceptable to the City. Consultant shall assist the City in ensuring that the Miscellaneous Am bitectural Services RFQ No. 12-13-024 � Page 27' Rizo-CarraAo-&_Partner_s,liic. 0010 A2.07=5 PROCESSIONAL SERVICES AGREEMENT Contractor is making timely, accurate, and complete notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly Professional Services payment request for construction administration services. The Consultant's failure to provide written reports of all site visits or minutes of meeting shall result In the rejection of payment requests and may result in a proportional reduction In Construction Administration fees paid to the Consultant. 5. Based on observations at the site and consultation with the City, the Consultant shall determine the amount due the Contractor based on the pay for performance milestones and shall recommend approval of such amount as appropriate. This recommendation shall constitute a representation by the Consultant to the City that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated on the requisition subject to: a detailed evaluation of the Work for conformance with the contract upon substantial completion; 6. The results of any subsequent tests required by the contract; 7. Minor deviations from the contract correctable prior to completion; 8. Any specific qualifications stated in the payment certificate and further that the Contractor is entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition. Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the City on the status of the Work relative to the Construction Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared immediately following the requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used money paid on account of the Construction Contract Sum. A2.07.6 ! The Consultant shall be the interpreter of the requirements of the Contract Documents and the judge of the performance thereunder. The Consultant shall render Interpretations necessary for the-proper-executiorl_or_p.r-ogr-ess-of the Work -upon -written -request -of Contractor, and shall render written decisions, within maximum often (10) calendar days, on all claims, disputes and other matters In question between the City and the Contractor relating to the execution or progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of and reasonably inferable from, the Contract Documents and shall be in written or graphic form. A2.07-7 The Consultant shall have the authority to recommend rejection of Work which does not conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the authority to recommend special inspection or testing of any Work deemed to be not in accordance with the Contract, Whether or not such Work has been fabricated and/or delivered to the Project, or installed and completed. A2.07.8 The Consultant shall promptly review and approve, reject or take action on shop drawings, samples, RFIs and other submissions of the Contractor. Changes or substitutions to the construction documents shall not be authorized without concurrence of the City's Project Manager and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10) calendar days from receipt of shop drawings, samples, RFPs or other submittals by the Contractor, to return the shop drawings or submittals to the Contractor with comments indicating either approval or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the basis for rejection, Miscellaneous A,r�cliitectural Services R1iQ No. 12-13-024 Page 28 ,Rizo.Carreno & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT A2.07.9 The Consultant shall Initiate and prepare required documentation for changes as required by the Consultant's own observations or as requested by the City, and shall review and recommend action on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the City, his/her recommendation or proposed action along with an analysis and/or study supporting such recommendation. A2.07.10 The Consultant shall examine the Work upon receipt of the Contractor's request for substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction with representatives of the City and the Contractor prepare a punch -list of any defects and discrepancies in. the Work required to be corrected by the Contractor in accordance with Florida Statute 218.736. Upon satisfactory completion of the punch -list the Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all items on the punch -list, all necessary close-out documentation from the Contractor Including but not limited to all guarantees, operating and maintenance manuals for equipment, releases of liens/claims and such other documents .and certificates as may be required by applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued to the Contractor. A2.07-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's compliance with Its contract relative to 1) initial instruction of City's ,personnel in the operation and maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction to occupancy by the City. The Consultant shall furnish to the City the original documents, including drawings,, revised to "as - built" conditions based on information furnished by the -Contractor; survey, and specific condition. In preparing the "as -built" documents the Consultant shall rely on the accuracy of the information provided by the Contractor, including the Contractor's record drawings. Any certification required under this Agreement including the contents of "as -built" documents is conditioned upon the accuracy of the information and documents provided by the construction contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will be the Consultant's responsibility to incorporate, into the "as -built" and record documents. Changes .made in the field to suit field conditions, or otherwise made by the Contractor for Its convenience, shall be marked by the Contractor on the "Field Record Set" and transferred to the original contract documents by the Consultant. The original documents, as well as the "Field Record Set" shall become the property of the City. A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant. A2.07-13 The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto CADD Version 2000 or such other format acceptable to the City. A2.07w14 The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting "as -built" conditions with graphic scale and north. =arrow. Plans must show room names, room numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy. A2.07-16 Miscellaneous Architectural Services RFQ No. 12-13-024 Page 29 Pizo Carre6o & Partners, Inc. PROF'E;SSIONAi. SERVICES AGREEME=NT The Consultant shall assist the City in the completion of the Contractor's performance evaluation during construction work and upon final completion of the Project. ARTICLE A3 ADDITIONAL SERVICES A3,011 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 I3, Section B3A6. 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 Appralsols: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. A3.02-2 S ecialt Design: Any additional special professional services not included in the Scope of Work. A3.02.3 Pre-Deslcgn Surveys & Testing: Environmental Investigations, site evaluations, or comparative studies of prospective sites. Surveys of the existing structure required to complete as -built documentation are not additional services. A3.02.4 Extended Testing & Training: Extended assistance beyond that provided under Basic Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of City's personnel in operation and maintenance of equipment and systems, and consultation during such training; and preparation of operating and maintenance manuals, other than those provided by the Contractor, sub -contractor, or equipment manufacturer. Major Revisions: Making major revisions to drawings and specifications resulting In or from a change in Scope of Work, when such revisions are inconsistent with written approvals or Instructions previously given by City and are due to causes beyond the control of Consultant. (Major revisions are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any significant portion thereof). A3.02-6 Exnert Witness: Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal. proceeding, providing, however, that Consultant cannot testify against City in any proceeding during the course of this Agreement. A3.02-7 Miscellaneous: Any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural/en.gineering practice related to construction. A3.03 ADDITIONAL DESIGN The City may, at its option, electt to proceed with additional services relating to the Project. Miscetianeous Architectural Services RFQ No. 12.13-024 _ Page 30 Rizo Carrenc & Partners, Inc. PROFESSIONAL. SERVICES AGREEMENT ARTICLE A4 CITY'S RESPONSIBILITIES A4.01 PROJECT & SITE INFORMATION City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant with the information described below, or, if not readily available, may authorize Consultant to provide such information as an Additional Service, eligible as a Reimbursable Expense. A4.01.1 8urve s: 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. A4.01-2 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. A4.01-3 General Project Information: Information regarding Project Budget, City and State procedures, guidelines, forms, formats, and assistance required establishing a program as per Section A2.02 A4.01-4 Existing Drawings: Drawings representing as -built conditions at the time of original construction, subject to as -built availability. However, such drawings, If provided, are not warranted to represent conditions as of the date of receipt. Consultant must still perform field investigations as necessary in accordance. with Section A2.01 to obtain sufficient information to perform its services, Investigative services in excess of "Normal Requirements," as defined, must be authorized in advance. A4.01-5 Rellability T-he-services,-information,-sur-veys-and-reports-described-in-A5.01-1-through_A5.014 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. A4,02 CONSTRUCTION MANAGEMENT A4.02-1 .During construction, Consultant and the City staff shall assume the responsibilities described In the general conditions and supplementary conditions of the construction contract relating to review and i approval of the construction work by the Contractor. A4.02.2 If City observes or otherwise becomes aware of any fault or defective Work in the project, or other nonconformance with the contract during construction, City shall give prompt notice thereof to Consultant. Miscellaneous Architectural Services RPQ No. 12-13.024 Page 31 A, Rizo Carrerio & Partners, Inc. PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al. m SUE -CONSULTANTS FIRM NAME CONSULTING FIELD C&A Engineers Inc. Structural Engineering BCC Engineering, Inc. Civil Engineering Louis J. Aguirre & Associates MEP Building Technology Bell Landscape Architecture, Inc, Landscape Architecture SCHEDULE A2. - KEY STAFF NAME JOB CLASSIFICATION Alberto J. Carreno, Pablo J. Carreho., Jose Munoz, Louis J. A uirre Principals., Deena B. Llewellyn Principal Armando M. Rizo Senior Project Manager Pedro J. Escobar; Maria E. NavarroProject Managers Raidel n Montero Project Architect Alberto f. Carreho, Jr.; Maria E. Perez, CARD Operators Charles Llewellyn Senior Project Manager Jose D. Fonseca Project Manager Luis.A. Rodriguez, James A. Geor e Senior Civil Engineers William White on Project Engineer Marlene Pollo Project Engineer Ricardo Ayala, Sergio R. Serrano Project Managers _ Pablo I. Carreho, Jr. Structural Engineer Mario Pazos, Jose Docam o Electrical Engineer, HVAC Engineer, Plumb, Fire Prot. Engineer Mario Meas, Jesus Boo Designers Miscellaneous Architectural Services RFQ No. 12-.13-024 page 32 Rizo Carrefio & Partners, Inc. f ATTACHMENT 0— COMPENSATION ATTACHMENT B r COMPENSATION AND PAYMENTS ARTICLE B.1 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 bump Sum (See Section 83.01). b) An Hourly Gate, as defined B3.021n Section and at the rates set forth in Section NOTE- The Lump Sum manner of compensation is the preferred and primary form of compensation. B1.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Section 2.04-1 as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific 'Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have received and approved by the Director. The averages of Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Sub -Consultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule 131 identifies the professions, job categories and/or employees expected to be used during the term of this Agreement. These include architects, engineers, landscape architects, professional intems, designers, CADD technicians, project managers, CIS and environmental specialists, specification writers, clerical/administrativesupport, and others engaged In the Work. In determining compensation fora given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. 02.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier Is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without [Imitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City, The Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2. Miscellaneous Architectural Services RFQ No. 12-13-021, Page 33 Apto Rizo Carreno & Partners, Inc. ATTACHMENT B - COMPENSATION B2.05 EMPLOYEE BENEFITS AND OVERHEAD Regardless of the method of compensation elected herein, compensation paid by the City shall, via the Multiplier, cover all the Consultant costs Including, without limitation, employee fringe benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits) and an overhead factor. Failure to comply with this section shall be cause for cancellation of this Agreement. 82.06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM: Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. 83.04.1 Lump Sum compensation shall be calculated by the Consultant utilizing the Wage Rates established herein, Prior to issuing a Work Order, the City may require the Consultant to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted In Schedule A2, B3.02 HOURLY RATE FEES 83.02.1 Hourly Rate Fees shall be those rates for the Consultant and Sub -Consultant employees Identified in Schedule B1 Wage Rates. All hourly rate fees will include a maximum not to exceed figure, inclusive of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or expense above this figure. 83.02.2 Conditions for Use: Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine,-deflne-quantify-and/or-calculate=the-complete nature,-and/or=aspects,—tasks,-man-hours,,-or milestones for a particular Project or portion thereof at the time of Work Order issuance. Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases, the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, eto., reproduction of drawings and specifications (above the quantities set forth in this .Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable. services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductlons In excess of sets required at each phase of the Work will 'be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bilis, Itemized invoices and/or copies of cancelled checks. 83.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES: The design of additive and deductive alternates contemplated as part of the- original Scope for a Project as authorized by the Director will be considered as part of Basic Services. The design of additive and deductive alternates that are beyond the original Scope of Work and construction budget may be billed to the City as Additional Services. The fees for alternates will be calculated by one of the three methods outlined above, as mutually agreed by the DIRECTOR and the Consultant. Miscellaneous Archttectsu al Services � RFQ No. 12-13-024 � Page 34 ,. Rizo Carreno & Partners, Inc. 0°"" ATTACHMENT 0 v COMPENSATION 03.05 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 -Sections B$.05 and 83.03 respectively, may be applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found on the City's Webpage at www,mlaminov.rom/capltalirnprovements/ a es/Procuremen O ort nt les. The webpage'also provides the procedures for completing these forms. Failure to use the forms or follow the procedures will result in the rejection of the Work Order Proposal, B3,05-1 Determination Of Fee The compensation for such services will be one of the methods described herein; mutually agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit. 133.05.2 Procedure and Compliance An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the flee, which shall not be exceeded, and shall comply with the City of Miami regulations, Including the Purchasing Ordinance,the Consultants' Competitive Negotiation Act, and other applicable laws. 83.05.3 Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel. and subsistence not directly related to a project, For all reimbursable services and sub -consultant costs, the Consultant will apply the multiplier of one- (1,0) times the amount expended by the Consultant. 'B3.06 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and i specifications, for extended construction administration, or for other work when such work is due to errors l or omiss(ons of the. Consultant as determined -by the City. 133.07 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost -of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE I34 .PAYMENTS TO THE CONSULTANT 04.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to services performed during each Phase of the Work. The Sub -Consultant fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be found on the City's Webpage at I www.m!aM!gov.00m/CapitallMorovements/pages/ProcurementOoDortunities. Failure to use the City Form will result In rejection of the invoice. fB4.02 FOR COMPREHENSIVE BASIC SERVICES For those Projects and Work Orders where comprehensive design services are stipulated,. said payments shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase. Miscellaneous Architectural Services RFQ, No. 1.2.13.021 a Page 35 Rizo Carreiio & Partners, Inc. A7TACHM5NT 13 — COMMNSATION 134.03 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 Sub -Consultants 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. 134.04 PAYMENT FOR ADDITIONAL SERVICES & 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 Sub -Consultants 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 BS 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 Sub -Consultants, and the Special- Sub -Consultants -in -the interest of -the Work -for the .purposes identified -below: 135.01-1 Transportation Transportation shall not be considered as reimbursable expenses under this Agreement. 156.01-2 Travel and Per Diem Travel and per diem expenses shall not be considered as reimbursable expenses under this Agreement. 155.01-3 Communication Expenses Identifiable communication expenses approved by the Project Manager, long distance telephone, courier and express mail between Consultant and Sub -consultants, 155.014 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. 85.01-5 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. In Miscellaneous. Architectural Services RFQ No. 12-1.3-024 Page 36 Rizo Carreno & Partners, Inc. ATTACHMENT B M COMPENSATION 85.016 Surveys Site surveys and special purpose surveys when pre -authorized by the Project Manager. B5.02 REIMBURSEMENTS TO THE SUS -CONSULTANTS Reimbursable Sub -Consultant's expenses are limited to the items described above when the Sub - Consultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Error! Reference source not found. herein. ARTICLE E6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS 136.01-1 GENERAL It is understood that all Consultant agreements and/or work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue of signing this agreement they agree to a reuse in accordance with this provision without the necessity of further approvals, compensatlon, fees or documents being required and without recourse for such re -use. .Miscellaneous Arcliftectural Services W RFQ No. 12-13024 Page 37 r , Rizo Carreno & Partners, Inc. 0 ATTACHMENT B — COMPENSATION ATTACHMENT 8 - COMPENSATION SCHEDULE B1 - WAGE RATES SUMMARY JOB CLASSIFICATION NEGOTIATED HOURLY RATE Alberto J. Carreiio, Pablo J. Carrefiio, Jose Munoz, Louis J. Aguirre Principals Deena S. Llewellyn Principal Armando M. Rizo Senior Project Manager Pedro J. Escobar; Maria E. Navarro Project Managers Raidel n Montero Project Architect _ Alberto F. Carreto, Jr.; Maria E. Perez, CADD 0 erators Charles Llewellyn Senior Project Manager Jose D. Fonseca Project Manager Luis A, Rodriguez, James A. Ceor e Senior Civil Engineers William White on Project Engineer Marlene Pollo Project Engineer Ricardo Ayala, Sergio R. Serrano Project Managers Pablo 1, Carreho, Jr. Structural Engineer Mario Pews, Jose Docam o Electrical Engineer, HVAC Engineer, Plumb, Fire Prat. En ineer Mario Me ias, Jesus Boo Desi ners Miscellaneous Architectural Services R)iQ No. 12-13-024 Page 38 Rizo Carrelio & Partners, Inc. i V ATTACHMENT B - COMPENSATION INDIVIDUAL'$ NAME J01=3 CLASSIFICATION NEGOTIATED HOURLY RATE BURDENED HOURLY 2.9 (H) Multiplier Applied BURDENED HOURLY 2.4 (F) Multiplier Applied Alberto J. Carrerio, Pablo J. Carreno, Jose Mufioz, Louis J, Aguirre Principals $77.00 $223,30 $184.30 Deena B. Llewellyn Principal $36.06 $104.57 $86,54 Armando M. Rizo Senior Project Manager $48.08 $139.43 $115.39 Pedro J. Esoobar; Maria E. Navarro Projeot Managers $31.73 $92,02 $76,15 Raidelyn Montero Project Architect $26.92 $78,08 $64.61 Alberto P. Carreto, Jr.; Maria E. Perez, CARD Operators $18.50 $53.65 $44.40 Charles Llewellyn Senior Project Manager $24.04 $69.71 $57.70 Jose D. Fonseca Project Manager $19.23 $55.77 $46.16 Luis A. Rodriguez, James A. George Senior Civil Engineers $52.00 $160.80 $124.80 William Whitegon Project Engl near $36.06 $104.57 $86.54 Marlene Polio Project Engineer $30.00 $87.00 $72.00 Rcardc Ayala, Sergio R. Serrano Project Managers $43.27 $125.48 $103.85 Pablo I. Carreno, Jr. Structural Engineer $40.00 $116.00 $96.90 Mario Pazos, Jose Docampo Electrical Engineer, HVAC Engineer, Plumb, Piro Prot. Engineer $41.11 $119.21 $98.66 Marla Mejlas, Jesus Boo Designers $30.00 $87.00 $72.00 _._ Miscellaneous Architectural Services RFQ No. 1 Z-13-924. Page 39 r j Rizo Carre-to & partners, Inc. CORPORATE RESOLUTION WHEREAS, RIZO CARREWO & PARTNERS Inc, desires to enter into an amendment with the City of Miami for the purpose of performing the work described in the amendment to which this resolution is attached; and WHEREAS, the Board of Directors at a duly hold corporate meeting has considered the matter in accordance with the By -Laws of the corporation; Now, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the PRINCIPAL/CORPORATE SECRETARY (type title of officer) ARMANDO M. AIZO is hereby authorized (type name of officer) and instructed to enter into an amendment, in the name and on behalf of this corporation, with the City of Miami upon the terms contained in the proposed amendment to which this resolution is attached and to execute the corresponding amendment. DATED this — 28TH day of OCTOBER 120 09 'em'orat-6 Se rc y (Corporate Seal)