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HomeMy WebLinkAboutBack-Up DocumentsCITY OF NIIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO: Annie Perez Director Purchasing Department FROM: Steven C. williamsot.,"-4 /d q�q,'} Director Office of Capital Improvements DATE: June 12, 2018 FILE : SUBJECT : Contract Capacity Increase to the Transportation Program Support Services RFFFRENCES : RFQ 15-16-028 ENCLOSURES: Exhibit "A" List of Services By this memorandum, the Office of Capital Improvements ("OCP is requesting for the Procurement Department to modify the Professional Services Agreements ("PSAs") with I-INTB Corporation ("HYIB") and Kirrdey-Horn and Associates, Inc. ("Kimley-Horn"), authorized pursuant to Request for Qualifications RFQ 15-16-028 for the provision of Transportation Program Support Services, to increase the contract capacities of said PSAs by $500,000.00 for each firm, for a total contract capacity of $1,000,000.00, respectively. Background In January 23, 2017, OCI entered into professional services agreements with the consulting firms referenced above for transportation program support services for the City of Nfiami. The HAS were approved through action of the City Manager in accordance with Section 287.055, Florida Statutes for an amount not to exceed $500,000.00, respectively. Article 2.05 of the General Conditions of the PSAs, Conipensadon, limits the compensation payable to HNTB and Kimley-Horn to an amount not to exceed $500,000.00, unless approved by action of the City Commission and put into effect by a written amendment to the PSAs executed by all parties. The PSAs furthcr stipulated that no new work orders can be issued to these transportation program firms that would result in the existing approved compensation limits to be exceeded. At present, the transportation program firms are actively rendering professional consulting transportation and transit services on several traffic studies, traffic study reviews, transportation program implementation plans, street closure analysis, traffic data collections, traffic diversion analysis, traffic engineering support, Miami Trolley route planning and implementations, etc. The attached Exhibit "A" represents the various services that are anticipated to begin in 2018. To tarty out the various transportation and transit services would require an increase in the funding capacity of the PSAs with the transportation program firms. Accordingly, OCI seeks to increase the contract capacities of said PSAs from the original $500,000.00 capacity to a new contract capacity of $500,000.00 for each firm, for a total contract capacity of 51,000,000.00, respectively. EC: Hector Badia, Assistant Director, OCI Giraldo Marquez, Chief Project Manager, OCI Collin Worth, Transportation Analyst, OCI Lai -Ian McGinnis, Budget/Financial Reporting Administrator, OMB Contract Capacity Increase Transportation Program Support Services Page 12 Exhibit "A" Transportation Program Support Services Anticipated Work Order Requests for Transportation and Transit Services 1. Silver Bluff Traffic Calming Study 2. Trolley Master Plan 3. Transportation Master flan 4. Traffic Impact Reviews 5. Transit Support Services 6. Person Trip Methodology Update 7. Neighborhood Traffic Calming Studies 8. In -House Transportation Support (Engineering) 9. In -House Transportation Support (Transit) PROFESSIONAL SERVICES AGREEMENT ** ` CITY OF K8|AJN| OFFICE OFTRANSPORTATION MANAGEMENT PROFESSIONAL SERVICES AGREEMENT Service Category Tnynuporlation Program Support Services Contract Type ConNnuing8onvices for the Transportation Program Consultant HNTBCo,poraUon TABLE ()FCONTENTS HNT8Corporation 'Transportation Program Support Services RFO 15-16-028 AJRTKLE1L DEFINITIONS ............................................................................................ —.................... 5 ARTICLE 2 GENERAL ................................. ........ ...................................... ............... . 2�01 TERM .... ..................... ...... .................................. —................ ............. ...... .......... .......... _—........... 2.02 OPTIONS TO EXTEND ..... --'...................... .... .... ... —... —.............. ............................................ T e.03 SCOPE OFSERVICES ..... ........ ....................... ........ --....... _--...... ................................ ........... r 2.04 COMMUNITY BUSINESS ENTERPRISE (^CBE')PARTvCIPATKON.................... ......................... ..... 7 2.05 COMPENSATION .......... .................. ........... ............ _........ ....... .............................. —.......................... / 2.06 LIMITATIONS npRESPONSIBILITY ........................... ............................ -...................................... ....... u zuT OPINIONS ufCOST AND SCHEDULE ......................... .......................... ___ ................ ............. '---�o ..................................... 101 PsnpOnmAwoE AND DELEGATION ........... --.................. ............... ---.... _—...... ...... ---a 3.02 REMOVAL mpUNSATISFACTORY PERSONNEL ............................... —..................... ....... ....... ....... V 3.03 CONSULTANT KEY STAFF ............ ................ ----... ...... .................. ................................. -......... ... o 3.0* TIME FOR PERFORMANCE ............................................................ ......................... ............................... 9 3.06 STANDARD OpCARE ........ ......................................................................................... ....... ......... --.9 ... .................................... ........................................................... S *u1 GENERAL -----....... ...... .................... ...... ....................................................... ......... ........ ........... 9 4,02 SUBCONSUL.TANTRELATIONSHIPS ............. ...... ....... ...................................................................... . 9 4.03 CHANGES T0SUBCONSULTANTS...... ................................. ........ .................................................. n ARTICLE 5 DEFAULT ............................................... ............................................................... ........... nzw GENERAL '---------------_--'_--_—_—_----'--_—'---_'9 5.02 CONDITIONSOPDEPAULT-----------__—__''--._—'_-------------1O 5.03 TIME ToCURE DEFAULT; FORCE MAJsues...................................................................... ARTICLE 6 TERMINATION OF AGREEMENT ---------------------------10 6.01 CITY'S RIGHT TOTERMINATE ........................... —....... ....................... ... ..................... --... ... —'1O 6.02 CONSULTANT'S RIGHT ToTERwxVATs—.................................... ..................................................... 10 aoa TERMINATION DUE T0UNDISCLOSED LOBBYIST ORAGENT_ ...... ...... ......... .............................. 1 1ARTICLE 7 DOCUMENTS AND RECORDS ........... ........ .............. ....... ..... ............. ...................... 11 7.01 OWNERSHIP OFDOCUMENTS_ ........ ....... .................................... .......................................... ........... 1� 7.02 DELIVERY UPON REQUEST ORCANCELLATION ................................................................. ............. 1t 7.03 RE -USE gYCITY ...... .... .... --... --..... .... —........................... ........ .................. ....................... 11 7J4NONDISCLOSURE............................... --........ ............ ............... ...................... n 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS ............. ................................................... .......... 12 N ----------------------------'--'12 ART IC LE 9 INSURANCE ------------------------.-------------13 9.01 COMPANIES PROVIDING COVERAGE -------............. ............ ....... --....................... .......... 1x 9.02 VERIFICATION opINSURANCE COVERAGE ........... ................................................. ......................... 13 9.03 FORMS 0FCOVERAGE. --.......... ____ ........................................ .............................. ...... ........ 3 9.04 MODIFICATIONS ToCOVERAGE ................................ ................... -'.............. ................... ___ ...... /a ARTICLE 10 MISCELLANEOUS. ... ........................... ......... ............................................................. 14 10.01 AUDIT RIGHTS, INSPECTION .......................................................... ................................................... 4 10�02 ENTIRE memssmswT--..... ............. ................................................................................. ............... 1* 10.03 SUCCESSORS AND ASSIGNS ... ..... ... --_—........................... ....... ............. .............................. 14 10.04 Tnurn-IN'mEGVTu\TOwCERTIFICATE ...... ........................................ ............................... ....... ...... 14 10.05 APPLICABLE LAW AND VENUE OF LITIGATION .................................................................... ............ o 10o6NOTICES ............. ........ ......... ...... ...... ...................... .............. ................................. ........................ 15 m/n INTERPRETATION .... ....... ..... ............... .......................... ................. ................ ....... ........ ... ___ ... 1s HNT8Corporation 'Transportation Program Support Services RFO 15-16-028 PROFESSIONAL SERVICES AGREENIENT 10.09 PRIORITY OF PROVISIONS....................................................................................................................16 10.10 MEDIATION - WAIVER OF JURY TRIAL .................... -....................................... ...................... ............ 16 10.11 TIME ........................._..... ,...... ............ ,............ ............. .-............... ,....,....................................... 16 10.12 COMPLIANCE WITH LAWS..................................................................................................................16 10.13 NO PARTNERSHIP _ _. .............. --......................... ...... .....,..................................... .......... ............. 16 10.14 DISCRETION OF DIRECTOR ...-- ............................................................................................,...........17 10.15 RESOLUTION OF CONTRACT DISPUTES. ......................................... ............................ ..................... 17 10.16 INDEPENDENT CONTRACTOR- ......................................................................................17 10.17 CONTINGENCY CLAUSE .. ..... ...... --- ........... ....,................................... ............-........,...................... 17 10.18 THIRD PARTY BENEFICIARY, .............. ........... ............. ........... - ............ ......... ......... ............ .......... 17 1019 ADDITIONAL TERMS AND CONDITIONS..............................................................................................17 ATTACHMENT A - SCOPE OF WORK.....................................................................................................22 ARTICLE Al GENERAL... .... - ......... - ....................... ....... ............... --- ............. - ......... ............... --.22 A1.01 SCOPE OF SERVICES.................................................................................... ............................22 ARTICLE A2 OVERVIEW OF TRANSPORTATION AND TRANSIT PROGRAM SUPPORT SERVICES 23 A2.01 PRIMARY SERVICES............................................................................... ...23 A2.02 SPECIALTY SERVICES... .. ................. ..... .. - ................................................................................. -.23 ARTICLE A3 PRIMARY SERVICES .... ................... ................................ ....................... ,...................... .23 A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT ................... ..._........ --........... ........................ ................. 23 A3.02 PRODUCTION MANAGEMENT SERVICES... --- ..........................................................................24 ARTICLE A4 SPECIALTY SERVICES (INCLUDING THE MIAMI TROLLEY PROGRAM).....................25 ARTICLEA5 STAFFING ....... .......... .........................................................................................................25 A5.01 PROGRAM STAFF.................................................................................................................................26 A5.02 STAFFING FOR SPECIALTY SERVICES..............................................................................................26 A5.03 STAFFING CHANGES . - ....... .................. ........ .......... -.-,........ .......... .......... ,............... ,,,..;, ......... 26 ARTICLE A6 ASSIGNMENT OF WORK ...................................... ,......................................................... 26 SCHEDULE Al - SUBCONSULTANTS...... ........ ........... .............. .............. _................... .......... ..........,......28 SCHEDULE A2 - KEY STAFF .............. .................... ............... ................................................................. 28 ATTACHMENT B - COMPENSATION AND PAYMENTS.........................................................................30 ARTICLE B.1 METHOD OF COMPENSATION..........................................................................................30 81.01 COMPENSATION LIMITS......................................................................................................................30 81.02 CONSULTANT NOT TO EXCEED.. ........................... ............... . ......................................................... -30 ARTICLEB2 WAGE RATES..................................................................................................................30 62.01 FEE BASIS.- ............................................................................................................. ., ..,...,30 B2.02 EMPLOYEES AND JOB CLASSIFICATIONS.........................................................................................30 132.03 MULTIPLIER ..................................................................... ............30 B2.04 CALCULATION .. ... ........... ........... ..--... ..-..,.,,................-..-................... ---............................ ............. 30 132.05 EMPLOYEE BENEFITS AND OVERHEAD.............................................................................................31 82,06 ESCALATION ...................... ................... .......... ..................... .................... .....,..,.......... ,........ .......... .,.31 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION..............................................................31 B3.01 LUMP SUM.............................................................................................................................................31 B3.02 HOURLY RATE FEES ... -.................. .......................................................................................................31 B3.03 REIMBURSABLE EXPENSES ...................... ......................................................................................32 B3.04 FEES for SPECIALTY SERVICES..........................................................................................................32 B3-05 PAYMENT EXCLUSIONS .......__. ... ......................-....---..,........,........................-.........,....,......32 6106 FEES RESULTING FROM PROJECT SUSPENSION .. .... ........... .................. _................ ............ ............ 32 ARTICLE B4 PAYMENTS TO THE CONSULTANT- ............................................................................ 32 B4.01 PAYMENTS GENERALLY ...................................................................................................................32 B4.02 MONTHLY PROGRESS REPORT ... ............. ..... ..... __......... _.......... ......... .......... ..-.-...... ---- ............... 33 84.03 BILLING - HOURLY RATE...................................................................................................................33 B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES.......................................33 ............................................ B4.05 DEDUCTIONS....................................................................33 ARTICLE 135 REIMBURSABLE EXPENSES..... ................................ ................... .................. ........ 33 B5.01 GENERAL.... .. . .... .._ - . ................................. ,.............. .................... ............................. - 33 65.02 TYPES OF REIMBURSABLE EXPENSES.. ............................................................... ....................... 34 85.03 AUTHORIZATION .......... .... -............. ............ -............ ........ ............... ........ ................ ...,.....,......... ........ 34 65.04 DEFINITIONS and CATEGORIES... ... ........................... ............................ ........................ ... 34 B5.05 REIMBURSEMENTS TO THE SUBCONSULTANTS............................................................................34 ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ...........................34 B6.01 GENERAL ................. ...... _... .... - ............... .... ..... ........ ....... .. 34 SCHEDULE 61 - WAGE RATES SUMMARY................................................................................. .........36 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT SCHEDULE B2 — ESTIMATE OF REIMBURSABLE EXPENSE.. ............................................................ 37 SCHEDULE B2— ESTIMATE OF REIMBURSABLE EXPENSE..............................................................38 SCHEDULE B3 — EXPENSE VOUCHER.......- .................. ................ ............ ............ ............................ 39 HNTB Corporation - Transportation Program Support Services RFQ 15-16-C28 01 Service Category Contract Type Consultant Consultant Office Location City Authorization PROFESSIONAL SERVICES AGREEMENT CITY OF MIAMI OFFICE OF TRANSPORTATION MANAGEMENT PROFESSIONAL_ SERVICES AGREEMENT Transportation Program Support Services (RFQ No. 15-16-028) Continuing Services for the Transportation Program HNTB Corporation 8700 W. Flagler Street, Suite 402, Miami, Florida 33174 Section 18-87 rL"7 THIS AGREEMENT made thiso_day of in the year�ieb by and between THE CITY OF MIAMI, FLORIDA, hereinafter called the City," and (Consultant's Name), hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No, 15-16028 on July 6, 2016 for the provision of Transportation Program Support Services ("Services") and the Consultant's proposal ("Proposal':), in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. B. WHEREAS. the City, through action of the City Manager andlor 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: 4 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 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 MiamL 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 aLlthority 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 Commission means the legislative body of the City of Miami. 1.10 Commrmity 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, 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 of the Office of Transportation Management 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 Key Personnel means Staff positions assigned on a full time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility, 1.16 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. 1.17 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 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 1.10 Project means the construction, alteration andlor 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. 1.19 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. 1.20 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ') and the Consultant's response thereto, the RFQ 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. 1.21 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. 1.22 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. 1.23 Subconsultant 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. 1.24 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement that justify and form the basis for professional fees regardless of actual manner of compensation. 1.25 Work means all services, materials and equipment provided by/or under this Agreement with the Consultant. 9.26 Work Order means a document internal to the City authorizing the performance of specific professional services for a defined Project or Projects. 1.27 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_ HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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. During the term of this Agreement the Consultant is precluded from entering into any other contracts or agreements with the City to _.provide Services related, incidental or allied to or contained in the Transportation Program Where the Consultant has existing contracts or agreements with other, agencies who operate or provide similar programs or services within the City, the Consultant shall be precluded from providinci Trans ortation Program Su ort Services for such contracts or agreements as long as this Agreement is in effect. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2.02 OPTIONS TO EXTEND The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional period(s) of one (1) year(s) 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 2.05 are not exceeded. 2,03 SCOPE OF SERVICES The Consultant agrees to provide the Services as specifically described and under the special terms and conditions set forth in Attachment °A" hereto (to be Determined), which by this reference is incorporated into and made a part of this Agreement. 2.04 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 ("CBE"), 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the City's CBE requirements, visit the Capital Improvements and Transportation Program (CITP) website at: http:/,,www.mjamigov.com/CITP/forms.html 2.05 COMPENSATION 2.05-1 Compensation 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 an annual maximum of Five Hundred Thousand Dollars ($500,000) over the term of the Agreement and any extension(s), unless explicitly approved by 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 This Agreement, as amended and/or renewed, is subject to the compensation limits for continuing contracts set forth in § 287.055, Florida Statutes for Continuing Contracts. HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 2.05-2 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, Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. For the submission of invoices, the Consultant shall utilize the Consultant Invoice Form available on the CITP website at htto�rhvww.miamigov.com!CITP/forms.html. 2.06 LIMITATIONS OF RESPONSIBILITY 2.06.1 Consultant shall not be responsible for construction means, methods, techniques, sequences, procedures, or safety precautions and programs directly assigned or performed by the contractor in connection with the Project. 2.06.2 In the event the City requests Consultant to execute any certificates or other documents, the proposed language of such certificates or documents shall be submitted to Consultant for review at least ten (10) days prior to the requested date of execution. Consultant shall not unreasonably withhold or May their execution of such certificates. Consultant shaft not be required to execute any certificates or documents that in any way would, materially (i) increase Consultant's legal or contractual obligations or risks; (ii) require knowledge, services or responsibilities beyond the scope of this Agreement. 2.07 OPINIONS OF COST AND SCHEDULE Because Consultant has no control over the cost of labor, materials, or equipment furnished by others, or over the resources provided by others to meet Project schedules, Consultant's opinion of probable costs and of Project schedules, if any, shall be made on the basis of professional experience and qualifications as a practitioner of its profession. Consultant does not guarantee that quantities, proposals, bids, or actual Project costs will not vary from Consultant's cost estimates or that actual schedules will not vary from Consultant's projected schedules. This Section 2.07 shall not be applicable if Consultant is being compensated for Construction Cost Estimation Services or in furnishing a statement of probable construction costs. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Consultant's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said other person or firm. The same degree of care, skill, and diligence shall be exercised in the performance of the Services as is ordinarily possessed and exercised by a member of the same profession, currently practicing, under similar circumstances. 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 Subconsultants or subcontractors, or any personnel of any such Subconsultants or subcontractors 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 will make prompt and complete arrangements for Key Staff to be available for Work upon request from the City, 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. HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFE=SSIONAL SERVICES AGREEMENT 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 Agreement as stated herein. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. Consultant shall not be responsible for delays entirely beyond Consultant's control. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section 471.033(1) of the Florida Statutes, as amended_ Consultant shall perform due diligence, in accordance with appropriate industry practices, in gathering information and inspecting a Project site prior to the commencement of desgn. 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 negligent 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 negligent errors, omissions, actions, and/or deficiencies in its designs, drawings, specification or other Services. ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01.1 A Subconsultant, as defined in Article 1.23 is a part of the consulting team in the competitive selection process by which the Consultant was chosen to perform the Services under this Agreement and has entered into a written agreement with the Consultant to perform such Services, and as such, is identified and listed in Schedule Al attached hereto and incorporated by reference - 4.01 -2 A Specialty Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services. Such Specialty Subconsultant shall be in addition to those identified in Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All Services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add or modify/change any Subconsultant listed in Schedule Al without prior written approval by the Director or designee, which shall not be unreasonably withheld, in response to a written request from the Consultant stating the reasons for any proposed substitution. ARTICLE 5 DEFAULT 5.01 GENERAL If the Consultant fails 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 and/or an applicable Work Order whereupon all 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. HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREENIEN r 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 reasonable costs and expenses incurred by the City in the re -procurement of the Scope of Services, under an applicable Work Order andror Agreement. 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 fails to obtain or maintain the professional engineering certification 1 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 andror a particular Scope of Services, with any terms or conditions set forth in this Agreement. or in any agreement it has with the City, beyond the specified period allowed to cure such default. 5.02.3 The Consultant fails to commence the Scope of Services within the time provided under an applicable Work Order and/or Agreement or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the Consultant shall taste all necessary action to cure said default or promptly submit a plan to cure the default acceptable to the City within time stipulated in said notice, which shall not be less than fourteen (14) days nor more than thirty (30) days after which time the City may terminate the Agreement and/or or applicable Work Order. 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 said notice, without the necessity of any further action by the City. Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term is interpreted under Florida law, then the City may allow an extension of time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including 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 identified in the Work Order statement of work and/or the Agreement, 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 shalt 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 were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand. cost, charge or entitlement it may have, or will, have against the City. its officials or employees. 6.02 CONSULTANT'S RIGHT TO TERMINATE The Consultant shall have the right to terminate this Agreement, and/or the Work Order that the breach occurred under, 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. 1 c) HNTB Corporation - Transportation Program Support Services RFC 15-16-028 PROFESSIONAL SERVICES 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 7,01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained under this Agreement, as well as all data collected, together with summaries and charts derived there from, including all electronic digital copies developed or obtained solely for the benefit of City as works made for hire 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 the Scope of Services and/or upon completion or termination of this Agreement. The Consultant shall not copyright any material and products or patent any invention developed as works made for hire 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. City hereby states that to the best of its knowledge.. information and belief that it owns the intellectual property rights in any plans, documents, or other materials provided by City to Consultant. If City does not own the intellectual property rights in such plans, documents, or other materials prior to providing same to Consultant, City shall obtain a license or right to use, including the right to sublicense to Consultant. City hereby grants Consultant the right to use the intellectual property associated with plans, documents, or other materials it owns or has the right to use for the limited purpose of performing the Services. Notwithstanding anything herein to the contrary, Consultant shall not be responsible for verifying or ensuring the accuracy of any information or content supplied by City or any other Project participant. City states that to the best of its knowledge, information and belief that Consultant's use of such documents will not infringe upon any third parties' rights and City will indemnify and protect Consultant from any infringement claims arising from Consultant's use of any plans, documents, or other materials provided to Consultant in the performance of its Services hereunder. 7.02 DELIVERY UPON REQUEST OR CANCELLATION Failure of the Consultant to promptly deliver all such documents, both hard copy and digital. to the 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 All Consultant agreements and/or Work Orders for Services will include this provision, It is understood that all Consultant Work products.. at the City's sole option, may be used by the City for their intended purpose on this Project and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use, The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent alloyed by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings 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 Il HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT of its employees, agents, Subconsultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect it's Scope of Services hereunder. Records 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) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours upon reasonable advance written notice. Consultant shall not be responsible for indemnifying City to the extent its employee is residing in City facilities as an extension of City Staff and under direct City supervision. Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, or as otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT BETTY DOYLE, (305) 416 - 1915, BDOYLE@MIAMIGOV.COM, PROCUREMENT DEPARTMENT, 444 S.W. 2ND AVENUE, 6TH FLOOR, MIAMI, FLORIDA 33130. t ARTICLE 8 INDEMNIFICATION ! Y The Consultant shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments. and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Contract. Consultant shall, further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or employees against, any civil actions, statutory or similar claims, injuries or damages arising or resulting from the permitted work. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Consultant, or persons employed or utilized by Consultant. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitation and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. l? HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT The Consultant shall require all Subconsultant 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 Subconsultant under this Agreement. Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager or his/her authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), 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. The Consultant shall maintain coverage with equal or better rating as identified herein for the term of this Agreement. The Consultant shall provide written notice to the City's Department of Risk Management of any material change, cancellation and/or notice of non -renewal of the insurance within thirty (30) days of the change. The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator within test (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 Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favorite of the certificate holder, The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation should read thirty (30) days. 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 thirty (30) days, 9.03-3 PROFESSIONAL LIABILITY INSURANCE The Consultant shall maintain Professional Liability Insurance for the negligent acts, Errors and Omissions in the minimum amount of $2,000,000 per claim, $2,000.000 aggregate providing for all sums which the Consultant shall be legally obligated to pay as damages for claims to the extent caused by the performance of professional services performed by the Consultant or any person employed by the Consultant in connection with this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 13 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 9.03-4 UMBRELLA LIABILITY INSURANCE The Consultant shall maintain Umbrella Liability Insurance including Bodily injury and property damage liability with limits of $1,000,000.00 each occurrence and an aggregate limit of 51,000,000.00. The coverage shall include excess coverage over all applicable liability policies with the City listed as an additional insured. 9.03-5 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 5500,000 each occurrence. 9.03-6 SUBCONSULTANT COMPLIANCE The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or his/her authorized designee reserves the right to require modifications, increases, or changes in the required insurance requirements, coverage, deductibles or other insurance obiigations 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 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the reasonable 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 Consuftant 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 safe 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 but which in such cases shall not be unreasonably withheld. 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 Assignmentl Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors. legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of Notice to Proceed. The original Project price and any addition thereto will be adjusted to exclude any significant sums by which the City determines 1-1 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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 LAIN 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. 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 forgiving 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: Annie Perez, CPPO Director Procurement Department City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 annieperez@miamigov.com With Copies to: Sandra Harris Director Office of Transportation Management City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami, Florida 33130 sandraharris@miamigov.com For Consultant: Greg Pego, PE Vice President, Office Leader HNTB Corporation 8700 W, Flagler Street, Suite 402 Miami, Florida 33174 gpego@hntb.com 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. 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. 15 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto. any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement, requirement. or provision contained in this Agreement shall prevail and be given effect. 10.10 MEDIATION -WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non-binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with all Subconsultants and/or independent contractors 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 attorney's fees. In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or to file permissive counterclaims in any action arising under this Agreement. 10.11 TIME Time is of the essence in this Agreement. Consultant agrees to perform the Scope of Services in accordance with a mutually agreed upon schedule in an applicable Work Order. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"), as amended. and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this agreement. 10.12-1 NON-DISCRIMINATION The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, 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 ir, be denied services. or be subject to discrimination under any provision of this Agreement. 10.12-2 OSHA COMPLIANCE The Consultant warrants that it will comply with all safety precautions as required by federal, state 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. 10.12-3 ADA COMPLIANCE The Consultant shall affirmatively comply with all appkcable provisions of the Americans with Disabilities Act ("ADA') in the course of providing any work, labor or services funded by the City, inc€uding 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 NO PARTNERSHIP 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 other than as expressly contracted and provided for hereunder. Ifi HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 10.14 DISCRETION OF DIRECTOR Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within the exercise of the reasonable professional discretion of the Director or the Director's authorized designee. 10.15 RESOLUTION OF CONTRACT DISPUTES The Consultant understands and agrees that all disputes between it and the City based upon an alleged violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner. The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit a copy to the City of Miami personnel identified in Article 10.06, Notices. Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their dispute in writing, with all supporting documentation, to the Director of the Office of Transportation Management, as identified in Article 10.06, Notices. Upon receipt of said notification the Director of the Office of Transportation Management shall review the issues relative to the dispute and issue a written finding. Should the Consultant and the Director of the Office of Transportation Management fail to resolve the dispute the Consultant shall submit their dispute in writing within fourteen (14) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within fourteen (14) 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: (i) it has first received City Manager's written decision. approved by City Commission if 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 (iii) the City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers' Compensation benefits available to employees of the City are not available to the Consultant, and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 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 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 17 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT solicitation and that the proposer's authorized signature affixed to the proposer's acknowledgment form attests to this. If a 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 PSA or other Agreement. is HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written, ATTEST: e' l) Consultaecre#ary (Affirm Consultant Seal, if available) ATTEST: (Corporate Seal) CITY OF MIAMI, a municipal corporation of the APPROVED AS T/,c�b CE REQUIREMENTS . - Ann Mai Risk Ma rpe, Director ent Department J�- APPROVED AS" O LEGAL FORM AND CORRECTNESS: City Attorney 19 HNTB Corporation -Transportation Program Support Services RFQ 15-16-0128 CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) I HERESY CERTIFY that at a meeting of the Board of Directors of 143 -re) C-cqq-444ts-n a corporation organized and existing under the laws of the State of, held on the (,jL of d, a resolution was duly passed and adopted authorizing (Name) Chrli p -n as (Title)5!ynAC!,r Vice- 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 regains in full force and effect. `A 20� IN WITNESS WHEREOF, I have hereunto set my hand this �, day of, Secretary: �' ,e 7 Print: L, r . G-, s c• �� 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, shalt be the official act and deed of the partnership. I further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner: Print:. Names ana aaaresses orpartners: Name Street Address City Stitc Zip 20 HNTB Corporation - Transportation Program Support Services RFQ 15-15-028 CERTIFICATE OF AUTHORITY AND POWER OF ATTORNEY The undersigned, Vice President of HNTB Corporation, a Delaware corporation, (the "Corporation") hereby certifies that CHARLIE HERNDON has been authorized by the Board of Directors of the Corporation, commencing as of the date hereof, to enter into agreements and contracts for usual and customary architectural, engineering, planning, and management professional services, and to incur ordinary and necessary obligations in connection therewith, in the name of and on behalf of the Corporation, and the Corporation shall be bound thereby. The Corporation hereby ratifies and confirms any action taken by such individual pursuant to this certificate. Such authority shall expire as of May 31, 2017. Date, April 18, 2016 By: / 0 6 �40, Thomas D. O'Grad State of: Missouri County of: Jackson On April 18, 2016, before me a Notary Public, in and for the county and state aforesaid, personally appeared Thomas D. O'Grady, to me known to be the person described in and who executed the foregoing instrument and acknowledged that he executed the same as the free act and deed of the Corporation, and being duly sworn, did state upon oath that he is the Vice President of HNTB Corporation, and as such is authorized to execute this instrument and make this acknowledgment on behalf of the Corporation. In testimony whereof, I have hereunto set my hand and affixed m} official seal on April 18, 2016. My commission expires: August 21, 2018 Notary Public 3 ora . • • .�tCvF� • p''-<� tatriJklSl4 R1��0 PROFESSIONAL SEPMES AGREEMENT CERTIFICATE OF AUTHORITY (1F JOINT VENTURE) Joint ventures must submit a joint venture agreement indicating that the person signing this bid is authorized to sign bid docurnents 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 (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 + h.t 5�1,� � ) ) SS COUNTY OF �,< Y The foregoing instrument was acknowledged before me this f: day of 1 �.,� , 20_LU,_, by (rt -t.6, u . , who is personally— known ersonally_known to me or who has produced as identification and who (did / d' no) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF EL-eRiOA Mi PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC 21 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Under the direction of the Director or designee, and to the extent specifically assigned in each respective Scope of Services. Consultant is to assist in the programmatic management and administration of the Transportation Program of the City, consisting of, but not limited to, planned and unplanned transportation improvements, analysis, studies, design, monitoring of capital goods and equipment, and construction Projects, It is the intent and purpose of the City that Consultant shall provide the Work hereunder as an extension of Office of Transportation Management's resources by providing qualified administrative, technical and professional personnel to perform the Services assigned under the terms of this Agreement. The Consultant shall minimize reliance on the Office of Transportation Management's resources for assignments and activities provided under this Agreement, as may be authorized by the Director or designee. Consultant shall use its best effort at all times to cause the Services of a Work Order to be performed in the most expeditious and cost effective manner consistent with the interests of the City in accordance with the terms of this Agreement. A1.01 SCOPE OF SERVICES A1.01-1 Consultant may be required to perform all or some of the Services presented in this Agreement, depending on the needs of the City. The Consultant shall furnish the Services specifically authorized by this Agreement or Work Order, which Services may encompass one or more professional disciplines in addition to those held by the Consultant. A1.01-2 Services may include, but are not limited to, research and analysis, preparation of reports, studies, coordination with community organizations, project management, production management, owner's representative, construction administration, inter -agency coordination cost estimating, value engineering, scheduling, utility coordination, document control and records management, and administrative, and financial Program management for the City's Transportation Program. The Services may further include but are not limited to planning, programming, field investigations, observations, feasibility studies, alternative analysis and environmental studies, transportation cost modeling, financial analysis and other activities that may be required to complete approved Work Orders. A1.01-3 Consultant will not be responsible to assist with the purchase of capital goods and/or equipment, but shall assist with the fiscal monitoring of those capital Projects and including them in the annual Transportation Program. A1.01-4 The City, at its option, may elect to expand, reduce or delete the extent of Work elements described in the Scope of Services, provided such action does not alter the intent of the Agreement. The Director or designee will request Consultant Services on an as -needed basis. There is no guarantee that any or all of the Services described in this Agreement will be assigned during the term of this Agreement. A1.01-5 COOPERATIVE WORK The Consultant will be responsible to Work in cooperation with the Office of Transportation Management, City administration, officials of the City, client departments and agencies, community and other stakeholders, with consultants, and contractors to administer the Transportation Program's Projects. A1.01.6 NON-EXCLUSIVE RIGHT It is understood that any Work Order and Notice to Proceed will be issued under this Agreement at the sole discretion of the Director or designee, and that the Consultant has no expectation, entitlement, right to or privilege to receive a Work Order or Notice to Proceed for any Project or Work. The City reserves at afl times the right to perform any and all Services in-house, or with other private professional consultants, architects or engineers consistent with applicable law, including Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act) if required, or to discontinue or withdraw any or all Projects or Work or to exercise every other choice allowed by law. 77 HNTB Corporation - Transportation Program Support Services __ RFQ 15-16-028 PROFESSIONAL SERVICES AGPEEMEN"r This Agreement does not confer on the Consultant any particular, exclusive or special rights to any Work required by the City. A1.01-7 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B. No payment will be made for the Consultant's time or Services in connection with the preparation of any Work Order proposal or for any Work done in the absence of an executed Work Order, Notice to Proceed and /or Purchase Order. ARTICLE A2 OVERVIEW OF TRANSPORTATION AND TRANSIT PROGRAM SUPPORT SERVICES A2.01 PRIMARY SERVICES Where Director or designee, in his/her sole discretion, identities the need for Services, Consultant shall provide a Work Order Proposal for the performance of said Services. The Services may include, but are not necessarily limited to those identified in Article A1.01, Scope of Services. The award and execution of a Work Order or Notice to Proceed for said Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work. Compensation for any Services shall be separately negotiated and may be lump sura, hourly rate -based or other method as deemed appropriate by the parties.. A2.02 SPECIALTY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique. and possibly large scale element, activity, sub -program or Project within the Program and such Services are unavailable from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by the Director or designee, the nature of the proposed Services, the extent of manpower and other resources required for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the Director, and will be accomplished by a Work Order issued pursuant to this Agreement. The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the City's discretion. The submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work for Specialty Services Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate - based, or other method as deemed appropriate by the parties. ARTICLE A3 PRIMARY SERVICES Those Services considered by the City to be fundamental to the successful management of the overall Transportation Program shall be considered Primary Services and shall consist, generally of the following areas: A3"01 ADMINISTRATIVE PROGRAM MANAGEMENT The Consultant, in its capacity as Program Manager, and to the extent assigned in each respective Scope of Services, shall assist, wherelwhen Director or designee, in his/her sole discretion, identifies the need, in the comprehensive coordination, development, and management, including, but not limited to, the following Services and/or activities: A3.01-1 Program implementation Strategies: research and recommend the most effective methods to implement all aspects of the overall Program. A3.01-2 Program Coordination: Coordination and schedule management for Project design, procurement, contract negotiation and contract administration activities. A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules and budgets. Manage Transportation Program's "letting" plan for Projects, including the updating, revision, conflicts, deviation, and analyses to determine the impact of potential changes to the "letting" plan. 2-1 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIQNAL SCRVICCS AGREEMENT A3.01-4 Fiscal Management Assistance: Develop financial projections, monitor and track Program funds, financing and cash flows. Assist with the development of program and financial data for potential financing options, including investment bonds, which may be utilized to implement the Program. A3.01-5 Reporting, Furnish regular progress and status reports on the Program at intervals determined by the Director or as significant issues become known to the Consultant, A3.01-6 Staffing: Maintain staffing efficiencies within the Consultant's Team.. A3.01-7 Procedure and Process Improvements: Development of procedures and procedure manuals for various Program activities and processes. Develop or assist with the development of standard documents and/or forms. A3.01-8 Document Control and Records Management: Development of a document management system for the Program; maintain documentation and correspondence relating to the Program that is accessible and will be owned by the City. A3.01-9 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and Water and Sewer Departments, utility companies, regulatory agencies and with private developers, A3.01-10 Staff and Business Development: Development and implementation of staff development programs, and mentor Office of Transportation Management staff on an on-going, informal basis. A3.01-11 Prepare official minutes of meetings for the Director or designee's approval and dissemination. A3.02 PRODUCTION MANAGEMENT SERVICES The Consultant, in its capacity as Program Manager, shall assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02-1 General Project Administration and Fiscal Activities A3.02 -1(a) Cost Control Provide value engineering throughout Project life cycles as requested, and verify constructability of plans and specifications. A3.02 -1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review, monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions. Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding, and prepare financial projections as required. A3.02 -1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City designees at frequencies identified by Director or designee. A3.02 -1(d) Communication and Outreach: At the direction of the Director or designee attend and address meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to questions and concerns about the Project at City Commission meetings, assist the City with public information, notifications and public meetings required in relation to assigned design construction projects. A3,02 -1(e) Information Management, Document Control: Maintain files of all documentation and correspondence relating to the Program and specific Projects in an orderly system which will be submitted to the City upon completion of the Project and/or Program. A3.02 -1(f) Legal and Other Services: Should legal issues arise relating to a Project, provide records, depositions and testimony about affected Projects. Provide consulting Services on other matters relating to the Projects and/or Program. A3.02-2 Design & Production Activities The Consultant, in its capacity as Program Manager, and to the extent assigned in each respective Scope of Services, shall assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02.2(a) Project Scoping: Devise and/or confirm detailed Project scopes with staff and client departments commensurate with funding. Verify the accuracy of Architect's/engineer's budget and ?4 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT design estimates against cash flow commitments. Consultant shall consider prioritization and design alternates as contingency measures to verify that cash flow commitments are achieved - A3.02 -2(b) Schedules and Budgets: Develop Work plans, schedules and budgets for the overall Program and for assigned Projects. A3.02 -2(c) Permits and Approvals: Facilitate and/or assist the City in obtaining all Federal, State and local permits or approvals from agencies such as Miami -Dade Water and Sewer, DERM, Environmental, and Department of Health. Review such permits for consistency with City approved plans and for special requirements or conditions, if any, It is the responsibillty of the designer of record to file for and obtain all permits. A3.02 -2(d) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution and coordination among City, designers of record, and various utility capital plans and owners. A3.02 -2(e) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies determined by the Director or designee, to promote best practices by City and industry. ARTICLE A4 SPECIALTY SERVICES (INCLUDING THE MIAMI TROLLEY PROGRAM The specific Scope of Services required as Specialty Services shall vary depending on nature of the specific endeavor, and may encompass any or all of the tasks described under Primary Services. The required Work shall be described in a Work Order Proposal that shall form the basis for a Work Order to be approved by the Director or designee. Any Specialty Services shall have a Work Order issued for all or portions of the following goals. Needs assessments Financial analysis, including the availability of grant programs 3. Alternative and Environmental analysis 4. Operational assessments 5. Programming 6. Implementation management 7. Promotion and Public Participation 8. Bicycle and Pedestrian Enhancements and Safety Improvements ARTICLE A5 STAFFING The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific Consultant's employees. The Consultant will perform all Services described in this Scope of Services where/when Director or designee, in his/her sole discretion, identifies the need, by use of the Program Staff, as described below_ The Director's input regarding staff and Work assigned to Key Personnel and/or Staff for Specialty Services shall be duly considered by Consultant in preparing any individual Work Order proposal and failure to adequately address such concerns regarding staff assignments may be cause for Director's rejection of same. All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them. The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office maintained by the Consultant. This Program Coordinator shall be responsible for all administrative functions associated with the Agreement. This individual and any other employees of the Consultant performing administrative functions, which are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges under this Agreement. The Program Coordinator shall be eligible for billable charge when performing specific, technical functions when so requested by the Director or designee. ?5 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT A5.01 PROGRAM STAFF A portion of the Primary Services shall be performed by the Consultant's Key Personnel assigned on a full- time basis and housed at the MRC building. Such personnel shall be billed to the City on a monthly lump sum basis. Any modification in the Scope of Work assigned to the Key Personnel should trigger a corresponding modification in the Lump Sum Compensation, as provided in Article B3, Computation of Fees and Compensation. Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Key Personnel which shall reflect the monthly levels of compensation and Services and a separate Work Order covering those individuals assigned to perform what would be considered Specialty Services, which shall reflect the methods and levels of compensation. A5.02 STAFFING FOR SPECIALTY SERVICES The Work assignments performed by these staff will be requested in writing by the Director or designee for individual or short term tasks, or for long-term and continuing service tasks, associated with any element of the Scope of Services. The level of effort anticipated for these staff members and their assignments will be analyzed by the Director or his/her designee on an as needed basis in accordance with the terms of this Agreement and the progress will be measured through the Monthly Progress Report to accompany the monthly invoicing. Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff and/or Services as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis_ A5.03 STAFFING CHANGES If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be made by Consultant to the Director or designee whose written approval is required as described below. A5.03-1 Changes Due to Absence or Termination: If there are changes in -the staff depicted in an authorized Work Order, particularly with Key Personnel as identified in the Proposers' RFQ submittal, whether absent due to voluntary or involuntary termination, that position will be replaced within five (5) business days of the date of separation, or as requested by the Director or designee. Should an individual staff, particularly Key Personnel as identified in the Proposers' RFQ submittal be absent for more than fifteen (15) consecutive business days due to vacation, illness or other matter, Consultant shall provide a qualified replacement that is acceptable to the Director or designee. Director or designee in Director or designee's sole discretion may additionally request qualified replacement staff due to absences of less than fifteen (15) business days if warranted by the nature of the Work handled by that staff. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person (s), in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. Such changes shall be noted and approved in writing. A5.03-2 Changes Due to Work Re_ e_ments: Director or designee's approval shall be in writing for all additional or replacement Program Staff not included in the Proposal/Work Order and estimated to work in excess of twenty (20) hours per month in total. Consultant shall provide a written proposal to Director detailing anticipated man-hour and related requirements for the task or Service to be assigned to additional Key Personnel or Staff assigned for Specialty Services. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person, in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. ARTICLE A6 ASSIGNMENT OF WORK It is the intent and purpose of the City that Consultant shall provide the Primary Services hereunder as an extension of Office of Transportation Management's resources as may be authorized by the Director in a Work Order, It is envisioned that areas of responsibilities and specified tasks will be assigned by the Director or designee. 26 HNTB Corporation - Transportation Program Support Services RFQ 15-16026 PROFESSIONAL SERVICES AGREEMENT A6.01-1 WORK ORDERS When a specific task is above and beyond the scope of the initial Work Order assigned to Key Personnel Program Support Staff or Program Support Staff assigned to Specialty Services Work Order, the Director or designee will request a Work Order Proposal from the Consultant for Services based on a proposed Scope of Services provided by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Work and to resolve any questions regarding the proposed Project. The Consultant shall then prepare a written "Work Order Proposal" for the required Services generally following the guidelines provided by the Office of Transportation Management, indicating the proposed Scope of Services, time of performance, proposed fees, Subconsultants if warranted, deliverable items and/or documents, and timeframe to complete the Services in therein. The Work Order Proposal shall depict detailed staffing commitments for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting Amount. The Consultant shall not be compensated for the preparation of any Work Order Proposals. When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be attached and incorporated to the Work Order authorized by the Director or designee. Upon acceptance of the Work Order Proposal a "Notice to Proceed" will be issued by the Director or designee. No guarantee is made as to how many and the extent of Work Orders issued to the Consultant. 27 HNTB Corporation - Transportation Program Support Services RFQ 15-18-028 PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Caltran Engineering Group, Inc. EV Services, Inc. Engineering Community Outreach and Public Involvement E Sciences, Incorporated Environmental Services SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Lynda Mifsud, AICP Program Coordinator Chris Kopp Project Manager, Impact Review Ian Bryant Transportation Operations Specialist Joel Elder Transit Safety & Security Specialist Juan S. Calderdon, PE, PTP, PTOE Project Manager Nadia Locke; Patricia Gertenbach Project Manager, Supplemental Services Carlos Alba, PE, PTOE; Jeannelia Lui, PE Sr. Engineer Justin Freedman Sr. Engineer, Supplemental Services Carlos Perez, PE Project Engineer Maria Paituvi Project Engineer, Supplemental Services Reja Rabbi, EI; Patrick Shearer Engineer Chris Handzel, ASLA, PLA, LEED AP, ENV SP Sr. Designer Michael Hernandez Designer Jael Zambrano, E1 Engineering Intern Juan P. Romero, EI; Brian Voelker Engineering Intern, Supplemental Services Dianne Gormely-Barnes, AICD, LEED AP Senior Planner Loretta Gebow Senior Planner, Supplemental Services Marc O'Keefe; Summer Maison; Sara Hage, AICP, ASLA Planner Lilian Fernandez, El; Joe Pitti; Andrew Calhoun; Jana Ash Planner, Supplemental Services 28 HNTB Corporation - Transportation Program Support Services RFQ 15-10-028 ATTACHMENT B - CQMPENSATiON SCHEDULE A2 - KEY STAFF (CONTINUED) NAME JOB CLASSIFICATION Barbara Rodriguex; Bernardo Favole Public Information Officer James Bassett; Peter K. Partflow Chief Environmental Engineer Flormari Blackburn: Esteban Lopez Senior Environmental Engineer Stepahnie Nevadusky; Jennifer Savaro Environmental Engineer Franklin Hernandez Engineering Technician Maria Flores; Katherine Cardenas; Kate McGann; Giovalli Sara; Laura Nunez Clerical ?9 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION ATTACHMENT B - 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 Lump Sum (See Section B3.01). b) An Hourly Rate as defined in Section B3.02 and at the rates set forth pursuant to the same. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. 81.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2, Section 2.05- 1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. tinder 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 Commiss+on 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 132.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation. B2.02 EMPLOYEES AND JOB CLASSIFICATIONS Schedule 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 interns, designers, Computer Aided Design and Drafting (CADD) technicians, project managers, Geographic Information Systems (GIS) and environmental specialists, specification writers, clericalladministrative support, and others engaged in the Work. In determining compensation for a given Scope of Services, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. B2.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2, Key Staff. 30 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 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. B2,06 ESCALATION There shall be no escalation clause as part of this Agreement. ARTICLE 63 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 Services can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant, and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of ServicesWork are clearly defined, quantified and calculated. B3.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services or level of staffing, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. If all such additional approvals are not obtained, Consultant will not be required to perform the Additional Services. B3.01.3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses as attached in Schedule B-2. Prior to issuing a Work Order, the City may require Consultant, to verify orjustify 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 Consultant and Subconsultant employees identified in Schedule 131, 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. Consultant shall maintain timesheets for all individuals compensated on an hourly basis. Said timesheets are to reflect the name and title of the individual, work week, all Work performed during the work week, and the hours associated with each task performed. Timesheets must account for the total number of authorized work hours in the work week. B3.02-2 CONDITIONS FOR USE Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for a 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 Services to be performed on an Hourly Rate Basis. B3.02-3 OVERTIME For Staff whose Services are paid based on hours Services are performed Consultant shall provide written justification for use of overtime in advance of occurring such overtime and, must obtain advance written approval of the Director or designee before the use of overtime. Failure to obtain prior written approval shall result in the City denying any request for compensation for the incurred overtime. The Director may authorize the use of overtime, subject to the following limitations that the overtime may only be used for Staff who is performing Specialty Services and such Staff shall not be exempt employees as defined under the Federal Fair Labor Standards Act. Further, overtime compensation 31 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION shall not exceed one and one half (1-1/2) times the employee's regular hourly rate, as provided in Schedule 131. The regular repeated use of overtime is discouraged and may be denied by Director or designee. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a Project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Services will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES for SPECIALTY SERVICES The Consultant may be authorized to perform Specialty Services for which additional compensation and/or Reimbursable Expenses, as provided in this Agreement B3.04-1 Determination of Fee The compensation for such Specialty services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. 133.04-2 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 Specialty Service requested by the City. The Notice to Proceed will specify the fee for such Specialty 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 Consultant's Competitive Negotiation Act, and other applicable laws. B3.04-3 Fee Limitations For all Specialty Services to be provided by Subconsultants, the Consultant shall not apply any mark- up or multiplier. For all reimbursable services the Consultant will be reimbursed based on actual costs. 83.05 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City_ B3.06 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended upon written notice to Consultant, for the convenience of the City for more than three (3) months or terminated upon written notice to Consultant 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 and Project schedule will be subject to renegotiations and written agreement between the parties. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to Services performed during the prior month. For the Lump Sum portion of this Agreement, payments shall be made monthly in an amount equal to one twelfth (1/1211) the annual Lump Sum total compensation. Hourly Rate payments shall be made on the basis of actual hours worked based on the Hourly Rate Fee, accompanied by a duly certified invoice, giving names, classification, salary rate per hour (not to exceed the values depicted in Schedule B-1), hours and associated tasks worked and total charge for all personnel directly engaged Services. 32 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPE=NSATION Recurring Reimbursement Expenses established at an annual lump sum as shown in Schedule B3 may be invoiced monthly, and paid as noted above for the Lump Sum portion of the Agreement. Other, pre - approved Variable Reimbursement Expenses are to be invoiced within one hundred twenty (920) days of the Consultant's expenditure thereof. Subconsultant's fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. Consultant shall utilize the City standard Consultant Invoice Form available on the CITP website http://www.miamigov.co�i71CITP/forms.html, Failure to submit invoices) within sixty (60) days following the provision of Services contained in such invoice may be cause for a finding of default. B4.02 MONTHLY PROGRESS REPORT In addition to the invoice, the Consultant shall submit a Monthly Progress Report (Report) detailing the Services provided and activities undertaken by Consultant's staff, inclusive of all Staff assigned to Specialty Services. The Report shall also provide details as to the status of all assignments, tasks, activities and deliverables and associated hours as may be applicable. The Report shall also provide an anticipated date of completion for each item included in the Report. City shall reject any invoice not accompanied by a Monthly Progress report. The format and content of the Monthly Progress Report shall be subject to the approval of the Director or designee. 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. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duty certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task, To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. 134.45 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES 135.01 GENERAL Any fees for authorized reimbursable expenses shall not include charges for Consultant's handling, office rent or overhead expenses of any kind, including depreciation of equipment, professional dues, subscriptions, etc., or employee's time or travel and subsistence not directly related to the Program or a Project(s). Reimbursable expenses shall be billed to the City at direct cost expended by the Consultant. 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, Documentation shall be submitted with invoices for Variable Reimbursement Expenses. For Recurring 33 HNTB Corporation - Transportation Program Support Services RFQ 15-15-028 ATTACHMENT B - COMPENSATION Reimbursement expenses, the supporting documentation for the annual lump sum amount shall be included in the ProposallWork Order and no further supporting documentation will be required. Reimbursable Expenses shall be identified and quantified, to the extent possible, in each Work Order, 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 Consultant's employees, Subconsultants, and Special Subconsultants in the interest of the Work for the purposes identified below: B5.02 TYPES OF REIMBURSABLE EXPENSES As depicted in Schedule B2, Reimbursable Expenses are to be set as a Monthly Lump Sum amount or as Variable Reimbursement given as a limiting amount primarily attributable to Key Personnel or allowance, subject to the advance approval of the Director or designee for direct expenses. Reimbursable Expenses are shown in Schedule B2. Actual direct costs paid by Consultant for Variable Reimbursement Expenses shall be the basis of invoice to City, subject to the advance approval of the Director or designee as provided below. 85.03 AUTHORIZATION Both Recurring Reimbursements and estimates of Variable Reimbursements, as shown in Schedule B2, are to be identified Variable Reimbursement Expenses for all travel and per diem, miscellaneous items and any other item or category shall be subject to specific written advance approval of the Director or designee using forms provided to the Consultant subsequent to award of the Agreement. B5.04 DEFINITIONS and CATEGORIES Reimbursable Expenses are those items authorized by the City outside of or in addition to professional fees as identified in the Work Order and consist of actual expenditures made by the Consultant and the Consultant's employees, or Subconsultant, in the interest of the Work for the purposes identified below: 65.04-1 Travel And Per Diem Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses for Consultant's personnel are subject to the limitations of Section 112.061 Florida Statutes as amended. Meals for class C travel inside Miami -Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Consultant's employees from one of Consultant's offices to another office if the employee is relocated for more than ten (10) consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. Governmental lodging or meals will not be reimbursed that result from travel within Miami -Dade, Broward or Palm Beach Counties. B5.04-2 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.04-3 Miscellaneous Reimbursable Expenses All other expenses as included in Schedule B2 or those otherwise requested in advance and approved in writing by the Director or designee are eligible for reimbursement as Variable Reimbursements. 85.05 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5 herein. ARTICLE B6 COMPENSATION FOR REFUSE OF PLANS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of pians and specifications, including construction drawings, at the City's sole option. By virtue 34 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT @ - COMPENSATION 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. 35 HNTB Corporation - Transportation Program Support Services RFQ 15-16028 ATTACHMENT 6 - COMPENSATION SCHEDULE B1 -WAGE RATES SUMMARY 36 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 Negotiated Burdened Burdened Personnel Name Job Classification Unloaded Hourly Rate 2.85 (Home) Hourly Rate 2.4 (Field) Hourly Rate Multiplier Multiplier Lynda Mifsud, AICD Program Coordinator $73.75 $210.19 $177.00 Chris Kopp Project Manager, Impact $65.00 $185.25 $156.00 Review Ian Bryant Transportation Operations $70 00 $199.50 $168.00 Specialist Joel Elder Transit Safety & Security $80.00 $228.00 $192,00 S eciaEist Juan S. Calderdon, PE, PTP, Project Manager $55.00 $156.75 $132.00 PTOE Nadia Locke; Patricia Project Manager, $50.49 $143.90 $121.18 Gertenbach Supplemental. Services Carlos Alba, PE, PTOE; Sr. Engineer $55.36 $157.78 $132.86 Jeannelia Lui, PE Justin Freedman Sr. Engineer, $45.67 $130.16 $109.61 Supplemental Services Carlos Perez, PE Project Engineer $47.00 $133.95 $112.80 Maria Paituvi Project Engineer, $41.11 $117.16 $98.66 Supplemental Services Reja Rabbi, EI; Patrick Shearer Engineer $32.25 $91.91 $77.40 Chris Handzel, ASLA, PLA, Sr. Designer $49.79 $141.90 $119.50 LEED AP, ENV SP Michael Hernandez Designer $32.00 $91.20 $76.80 Jael Zambrano, El Engineering Intern $26.62 $75.87 $63.89 Juan P. Romero, El; Brian Engineering Intern, $28'0© $79`80 $67'20 Voelker Su lemental Services Dianne Gormely-Barnes, AICP, Senior Planner $59.50 $169.58 $142.80 LEED AP Loretta Gebow Senior Planner, $27.00 $76.95 $64.80 Supplemental Services Marc O'Keefe; Summer Maison; Planner $36.35 $103.60 $87.24 Sara Hage, AICP, ASLA Lilian Fernandez, E1; Joe Pitti; Planner, Supplemental $26.00 $74,10 $62.40 Andrew Calhoun; Jana Ash Services Barbara Rodriguex; Bernardo public Information Officer $24.00 $68.40 $57.60 Favole James Bassett; Peter K. Chief Environmental $60.00 $171.00 $144.00 Partflow Engineer Flormad Blackburn; Esteban Senior Environmental $39-67 $113.06 $95.21 Lopez Engineer Stepahnie Nevadusky; Jennifer Environmental Engineer $23.38 $66.63 $56.11 Savaro Franklin Hernandez Engineering Technician $20.50 $58.43 $49.20 Maria Flores; Katherine Cardenas; Kate McGann; Clerical 51621 $46.20 $38.90 Giovalli Sara; Laura Nunez 36 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENTS - COMPENSATION SCHEDULE B2 - ESTIMATE OF REIMBURSABLE EXPENSE F PRIMARY SERVICES VARIABLE REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 ' YEAR 3 YEAR 4 Notes Travel and Per Giem Permit Fees Miscellaneous SUBTOTAL RECURRING REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 YEAR 3 YEAR 4 Notes Travel and Per Diem Permit Fees Miscellaneous SUBTOTAL SUB CONSULTANTS (VARIABLE REIMBURSABLE) (Name) SUBTOTAL TOTAL PRIMARY 37 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION SCHEDULE B2 - ESTIMATE OF REIMBURSABLE EXPENSE SPECIALTY SERVICES - WORK ORDER I VARIABLE REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 YEAR 3 YEAR 4 Notes Travel and Per Diem Permit fees Miscellaneous SUB -TOTAL RECURRING REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 YEAR 3 YEAR 4 Notes Travel and Per Diem Permit Fees Miscellaneous SUB -TOTAL SUB CONSULTANTS (VARIABLE REIMBURSABLE) (Dame) SUB -TOTAL TOTAL SPECIALTY E TOTAL REIMBURSEMENT 38 HNTB Corporation - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT 8 - COMPENSATION SCHEDULE 83 - EXPENSE VOUCHER TRANSPORTATION PROGRAM MANAGEMENT VARIABLE REIMBURSEMENT ADVANCE APPROVAL ('For expense items other than travel) Consultant: Location Estimated Item Description Purpose Home Office Field Office (MRC) Unit Qty Amt c Other office Submitted by: Date: Approved by: Date: 39 HNTB Corporation - Transportation Program Support Services RFQ 15-18-028 PROFESSIONAL SERVICES AGREEMENT * CITY OFMIAMI � OFFICE C)FTRANSPORTATION MANAGEMENT PROFESSIONAL SERVICES AGREEMENT Service Category Transportation Program Support Services Contract Type Continuing Services for the Transportation Program Consultant K]m|wy-Homnand Associates, Inc. TABLE OFCONTENTS AR[D{UJE 1 DEFINITIONS ............................... .................... -....... ............. ...................................... 4 ARTICLE 2 GENERAL CONDITIONS -^'--'^^-~----~^-~-^^~-^^~^'' .......................... - 2.v1 TERM ... .... ................. ... .... ... ................... .......... ........... .................... ...... ............... -................... 6 2.02 OPTIONS TDEXTEND ' - --...... ___ ......... ... ........................ ................................................... O 2.03 SCOPE OFSERVICES. .... ... --... .... .... .......... .... ... ..... .... ........ -.......................................... O 2.04 COMMUNITY BUSINESS ENTERPRISE (xCBE")PARTICIPATION, ........ ---.................. ___ ............ 6 2.05 COMPENSATION ............. ........... ........................... ................... .......... ............. -....................... ...... 0 ARTICLE3 PERFORMANCE .................................................. ............................................................. 7 101 PERFORMANCE AND DELEGATION ................ ..... .... ..................... ........................ ................... ........ aoz REMOVAL OFUNSATISFACTORY PERSONNEL -..... .... ................ ......... ... ......... ........................ 7 3.03 CONSULTANT KEY STAFF .......... .......... .......... ..... ............. ................... ......... ................ ... ............. 3.04 TIME FOR PERFORMANCE ----..... ............ --............................................................................... nzmSTANDARD DFCARE ���-�--... ... .......... ........... ........ ......... ......... .................. ............................ 7 ������............. ........................ ........ ............. ___ ......... 3 *.cn GENERAL '--------...... ....... ___ ...... '_------... ....... --_....... ---_---8 4.02 SUBCOMGULTANTRELATIONSHIPS. ........................ ........ ....... ....... -..................................... -8 4.03 CHANGES TO SUBCONSULTANTS................ .... ........ ---..... ____ ............. ............ .............. o ARTICLE5 DEFAULT .............................................. ........... ................ ............................................... 8 5.01 GENERAL--------- .......... .......................................... -... ........................................................ O 5.02 CONDITIONS OF DEFAULT. -_ - ................. ...................................................... ......... ........... --8 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE..... ............. .................................................................... 8 ARTICLE 6 ---------------------------g o01 CITY'S RIGHT ToTERMINATE ��� --' --------- -'....... ..................... .... ........................... 9 6.02 CONSULTANT'S RIGHT TOTERN|NATE-..... .... ............. ............. ................. ...... ........................... o 6.03 TERMINATION DUE TnUNDISCLOSED LOBBYIST onAGENT .................. ....................................... �e ARTICLE 7 DOCUMENTS AND RECORDS .... ......................... ............................................. .......... 8 7.01 OWNERSHIP OFDOCUMENTS ... .... ......... .... .... ___ ..... .................................................................. 8 zne DELIVERY UPON REQUEST onCANCELLATION ..... ... ......... ......... ................... .............................. 7.03 RE -USE BYCITY. -----...... ........ ... ----------- .......... _......... __................ /9 7.04 NONDISCLOSURE ... .......... .......... -�-.......... ................................................ ............................. ..... O 7u5 MAINTENANCE OFRECORDS; PUBLIC RECORDS ............ £dROlLJEJB INDEMNIFICATION ..... .......................................................... .......... .............................. 1D ARTICLE9......... .............................................................................. ... ......... ............ 1i 9,01 COMPANIES PROVIDING COVERAGE ---...................................................................................... 11 9.02 VERIFICATION OFINSURANCE CCmERAGE-........... -....................................................... .......... 11 9,03 FORMS OFCOVERAGE --.... ............................ -.......................... ___ ........... .......... ... ............ 11 n.o^ MODIFICATIONS TOCOVERAGE ... .......... ........ .................................................................................. 12 ARTICLE 10 MISCELLANEOUS,......................... ......... .............. ............... .......................... ........... 12 10,01 AUDIT RIGHTS; |NSpECTxON-.... ...... ................ ............ ........... .... ............... ........ .............. �12 10.02 ENTIRE xGRsEMENT-... .......... .... .... .............. ..................... ............................... .......... ................ 2 10.03 SUCCESSORS AND ASSIGNS. --.-......... .................... -................. —........... .... -................ 12 10.04 TRUTH'|N-NEGOTIATION CERTIFICATE ...... ..................................................................................... 1n 10.06 APPLICABLE LAW AND VENUE OFLITIGATION ......... ............................. .............. .................. ....... 13 10.08 NOTICES, .............. ---...... -............................. .... .......................... ......... ............... ......... ...... 13 10.07 INTERPRETATION..... -' .................. -............................................... .............. -........... .... ..... 13 10.08 JOINT PREPARATION ..... ...... ... ..................................... ....... .......................................................... 14 10.09 PRIORITY 0FPROVISIONS ..... ........ ........ ....................................... -.................................. ............ 14 1010 MEDIATION ' WAIVER OFJURY TRIAL --.... ... ...... ....................... ............................................... 14 10,11 TIME ............... ..... .............................................................................. .................................... -..... 14 PJm|ey+Homand Associates, Inc Transportation Program Support Sen/ices RFQ15-18-O28 PROFESSIONAL SERVICES AGREEMENT 10.13 COMPLIANCE WITH LAWS -......... .......... ...... --_-''... ..................... ....... .............. ............ 1u 1013 NOPARTNER8H|P....... -........ ..... -. --... -.............................................. ....... -...... ....... s 1014 DISCRETION OFDIRECTOR ..... ............... ........................................ -........................ ............ ........ 1n 1015 RESOLUTION opCONTRACT DISPUTES. .................... -'................. ....... ......... ............................ 15 10.16 INDEPENDENT CONTRACTON........ -........... ----............ _-........ .................................... 15 10.17 CONTINGENCY CLAUSE --...... .... ................. .............................................. ......... ......................... 10 1010 THIRD PARTY BENEFICIARY. .................... ...... -.............. ... .... ... ................. .......... ...... ............. m 10.19 ADDITIONAL TERMS AND CONDITIONS ......................... ....... --... ..................................... .......... 10 ATTACHMENT A - SCOPE OF WORK ........ -'`-.......... ....... ...................... ............... ........................ -- GENERAL....... ... ........ ........................ ..................... ....... -...................... ............. .... 2O *1.01 ncOnEOFnERvoss... -... .............. .......... ......... .............. ___ -'..... '----�--------m ARTICLE A2 OVERVIEW OF TRANSPORTATION AND TRANSIT PROGRAM SUPPORT SERVICES 21 A2.01 PRIMARY SERVICES ....... ..... ----...... ..... ......... .............................. ............. '............ .... 21 A2.02 SPECIALTY SERmCES-.--.......... _--------_-........ .... .................................... z1 ARTICLE A3 PRIMARY SERVICES ......... ............. ............... ............................................................ 21 AzO, ADMINISTRATIVE PROGRAM MANAGEMENT ................. ...... ---.......... ----....... ........... ...... �21 A3.02 PRODUCTION MANAGEMENT 8ERVICss-................. -... -----------...... ................... az ARTICLE A4 SPECIALTY SERVICES (INCLUDING THE MIAMI TROLLEY PROGRAM) ------'23 ARTICLEA5 STAFFING -............................................ ............. ..................... _.............. ............... -Z3 AS -Vo STAFFING FOnSPECIALTY SERVICES ... ..................... .... ... ............................................................ 14 A5.03 STAFFING CHANGES .... .... ..................................... .... ... ....... .'---..... ....... ........ ............ .... 24 /UR]]{]=EA6 ASSIGNMENT OF WORK --------------------------------24 SCHEDULE A1-SUBCON8ULTANTS.......... ....... ----....... ................ ....... ---_........ ......... 2O SCHEDULE A2 - KEY STAFF ......... ......... .................... ............................. ............................................ 20 ATTACHMENT B - COMPENSATION AND PAYMENTS ----------------''--.28 ARTICLE BA METHOD OF COMPENSATION -................................ ...... --........................... ---.... 28 131.01 COMPENSATION LIMITS '.... .............. ................................... ............... ..... ___ ............................. 28 61.02 CONSULTANT NOT TOEXCEED .................................. .................................................................. z8 ARTICLEB2 WAGE RATES ........................... ........................... ....................................................... 28 B2.01 FEE BASIS ----------------------------_------------._.28 B2.02 EMPLOYEES Aw���B CL4��|R�ATkJNG--'-'__'_--------.......... -'......... 28 a2.03 MULTIPLIER .... .... ..... ... -........................ ................................................ ....... -................. ........ 28 o2.04 CALCULATION ....... ....... --..... ... .... .... ........ ................................. ............ 2B Bzus EMPLOYEE BENEFITS AND OVERHEAD ..... ---.... ... .......... ....................................................... 28 82.08 ESCALATuJN--............ ...... -.......... ... -.... -...... ... .............................. ........ ....... _........... 'z0 ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION ................ .... ......................... ............. 2g 133.01 LumP�U�---... .......................................... .... -......................... -........ ................ ........ ___ ....... 2g B3.02 HOURLY RATE FEES ... --...... .................. ---'_---....... -.... ......... ............ --...... 28 B3.03 REIMBURSABLE EXPENSES ........................... ...... ...................................................... -........ ...... 30 83.04 FEES for SPECIALTY SERVICES ......................... .................................. ...................... ................ ��0 e105 PAYMENT EXCLUSIONS .... ---'-------------_---'---.......... ...... ........ --.30 B100 FEES RESULTING FROM PROJECT SUSPENSION ................................... ......... ........................ '3n ARTICLEB4 PAYMENTS TO THE CONSULTANT ..................................... ... ........ ....... ......... .... 3U B4.01 PAYMENTS GENERALLY -.... ............. .................. .............. .................................................... --3o 134O2 MONTHLY PROGRESS REPORT .............. ..... -............. ----........ ........... .......... .................... m B4.03 BILLING - HOURLY RATE .... ..... -........... ------------------'............... ..... ... ... .31 84�04 PAYMENT FOR ADDITIONAL SERVICES uREIMBURSABLE EXPENSES ......... -'_-....... ........... 31 o4.05 DEDUCTIONS .............. ... .... -------........ ..... .................................... .............. ............... 31 ARTICLE B5 REIMBURSABLE EXPENSES -----------------------------'31 B5.01 GENERAL ..... ............. ................ ... ......... ............. ............................... -........ ----------.... J1 o5.02 TYPES OFREIMBURSABLE EXPENSES .................. ............................. ........................... ........... 32 onuoAUTHORIZATION. ... -----... ................. ....... ....................... ........................................ ........... 3o B5.04 DEFINITIONS and CATEGORIES ................... .... ..... --................... ............ ...................... ............... J2 B5.05 REIMBURSEMENTS TVTHE auocOmauLrxmTo.... --... ... -...... ....... ......... ....... ......... .......... ou ARTICLE 66 COMPENSATION FOR REUSE OF PLANS AND -------'- 32 B0.U1 GENERAL ...... .................. .... .... .... -'...... ........ ...... .... --.... ... ............. ....... .................. ........ 32 SCHEDULE Ell -WAGE RATES SUMMARY. -.... .... ................. ........................................................ J3 SCHEDULE B% - ESTIMATE OFREIMBURSABLE EXPENSE ................... ................ ............ .......... 35 SCHEDULE B2 - ESTIMATE OF REIMBURSABLE EXPENSE ....... .............................. ......... ............. 30 SCHEDULE 83 - EXPENSE VOUCHER. .............. ................ -........................ ..................................... 37 xJmley`Homand Associates, Inc. Transportation Program Support Services RR]15'16'O20 PROFESS[ONAL SERVICES AGRFFNIENT t"gad °4 %. CITY OF MIAMI OFFICE OF TRANSPORTATION MANAGEMENT ... PROFESSIONAL SERVICES AGREEMENT Service Category Contract Type Consultant Consultant Office Location City Authorization Transportation Program Support Services (RFQ No. 15-16-028) Continuing Services for the Transportation Program Kimley-Horn and Associates, Inc. 1221 Brickell Avenue. Suite 400, Miami. Florida 33131 Section 15-87 _r f THIS AGREEMENT made this��ay of jC1 in the year A -I y and between THE CITY OF MIAMI, FLORIDA, hereinafter called th'Jcity," and (Consultant's Name), hereinafter called the "Consultant." RECITAL A. The City issued a Request for Qualifications ("RFQ") No. 15-16-025 on July 6, 2016 for the provision of Transportation Program Support Services ("Services") and the Consultants proposal ('Proposal"). in response thereto, was selected as one of the most qualified for the provision of said Services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the Solicitation Documents, and are, by this reference, expressly incorporated into and made a part of this Agreement as if set forth in full. 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: x Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SFRVICES AGREEMENT ARTICLE 1 DEFINITIONS 1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with Florida Statutes and City Code. 1.02 Attachments means the Attachments to this Agreement 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 shalt 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 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, 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 of the Office of Transportation Management 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 Key Personnel means Staff positions assigned on a full time basis to the Program by the Program Coordinator with the Director's approval, to serve as an extension of the City's staff typically working inside the City's Miami Riverside Center (MRC) or other requested City facility. 1.16 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 andlor directing that the Consultant may begin work on the Project. 1.17 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. Kimsey -Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 1.18 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. 1.19 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. 1.20 Professional Services Agreement ("Agreement" or "PSA") means this Agreement and all attachments and any authorized amendments thereto. In the event of a conflict between the Request for Qualifications ("RFQ") and the Consultant's response thereto, the RFQ will control. In the event of any conflict between the Consultant's response to the RFQ: this PSR will control. In the event of any conflict between this PSA and its attachments this PSA will control. 1.21 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 foss for the City. 1.22 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. 1.23 Subconsultant 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. 1.24 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an hourly rate basis, for employees in the specified professions and job categories assigned to provide services under this Agreement thatjustify and form the basis for professional fees regardless of actual manner of compensation. 1.25 Work means all services. materials and equipment provided by!or under 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. 127 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. Kimley-Horn and Associates, Inc. _ Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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.. During the term of this Agreement the Consultant is precluded from entering into any other contracts or agreements with the City to 2rovide Services related incidental or allied to or contained in the Transportation Program. Where the Consultant has existing contracts or agreements with other agencies who operate or provide simiiar programs or services within the City, the Consultant shall be precluded from providing Transportation Program Support Services for such contracts or agreements as long as this Agreement is in effect. 2.01-1 Extension of Expiration Date In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this Agreement shall not expire and remain in effect until completion or termination of said Project(s). No new Work Orders shall be issued after the expiration date. 2.02 OPTIONS TO EXTEND The CITY, by action of the CITY MANAGER, shall have the option to extend the term for two (2) additional period(s) of one (1) year(s) each, subject to continued satisfactory performance as determined by the Director, and to the avaifability 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 2.05 are not exceeded. 203 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. 2.04 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 (`CBE'), 2) Place a specific emphasis on utilizing local small businesses from within the City's municipal boundaries. For information on the City's CBE requirements, visit the Capital Improvements and Transportation Program (CITP) website at: htto:,rl''V�,.W,miamn gov.com/CITP/forms.htmi 2.05 COMPENSATION 2.05-1 Compensation 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 an annual maximum of Five Hundred Thousand Dollars ('$500,000) over the term of the Agreement and any extension(s), unless explicitly approved by action of the City Commission and put into effect by written amendment to this Agreement. The City may, at its sole discretion use other compensation methodologies. The City shall not have any liability nor will the Consultant have any recourse against the City for any compensation, payment, reimbursable expenditure, cost or charge beyond the compensation limits of this Agreement, as it may be amended from time to time. This Agreement, as amended and/or renewed, is subject to the compensation limits for continuing contracts set forth in § 287,055, Florida Statutes for Continuing Contracts. 2,05-2 Payments Unless otherwise specifically provided in Attachment B, payment shall be made in accordance with Florida Statute Chapter 21$, Part VII, Local Government Prompt Payment Act, after receipt of the Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFC 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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, Florida Statutes, and to allow a proper audit of expenditures, should the City require one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bilis for travel expenses shall be submitted in accordance with Section 112.061, Florida Statutes. For the submission of invoices, the Consultant shall utilize the Consultant Invoice Form available on the CITP website at http://www.miamigov.com/CITP/forms.html. ARTICLE 3 PERFORMANCE 3.01 PERFORMANCE AND DELEGATION The Services to be performed hereunder shall be performed by the Cons0taut's own staff, unless otherwise provided in this Agreement, or approved, in writing by the City. Said approval shall not be construed as constituting an agreement between the City and said 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 Subconsultants or subcontractors, or any personnel of any such Subconsultants or subcontractors 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 upon request from the City, 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 defay on the part of the City in fulfilling Its obligations under this Agreement as stated herein or other delays substantially or entirely outside the control of the Consultant. Such extension of time shall not be cause for any claim by the Consultant for extra compensation. 3.05 STANDARD OF CARE Consultant is solely responsible for the technical accuracy and quality of their Services. Consultant shall perform all Services in compliance with Florida Administrative Code Rule 61G15-19.001(4) and Section 471.033(1) of the Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with no less than customary, standard 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 delay costs, and any increased costs in construction, including but not limited to additional work. demolition of existing work, rework, etc., resulting from its negligent errors, omissions, actions, decisions, and/or deficiencies in its designs, drawings, specifications, or other Services. Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFD 15-16-028 PROFESSIONAL SERVICES AGREEMENT ARTICLE 4 SUBCONSULTANTS 4.01 GENERAL 4.01-1 A Subconsultant, 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 Subconsultant is a person or organization that has, with the consent of the Director, entered into a written agreement with the Consultant to furnish unique and/or specialized professional services necessary for a project or task described under Additional Services, Such Specialty Subconsultant shall be in addition to those identified in Schedule Al. 4.02 SUBCONSULTANT RELATIONSHIPS 4.02-1 All Services provided by the Subconsultants shall be performed pursuant to appropriate written agreements between the Consultant and the Subconsultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. 4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are entirely under his direction, control, supervision, retention and/or discharge. 4.03 CHANGES TO SUBCONSULTANTS The Consultant shall not add or modify/change any Subconsuftant 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 5 DEFAULT 5.01 GENERAL If the Consultant fails 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 fails to obtain or maintain the professional engineering certification/ licensure, insurance or bonding hereon required. 5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with the City, beyond the specified period allowed to cure such default. 5.02-3 The Consultant fails to commence the Services within the time provided or contemplated herein, or fails to complete the Work in a timely manner as required by this Agreement. 5.03 TIME TO CURE DEFAULT; FORCE MAJEURE The City through the Director or designee shall provide written notice to the Consultant as to a finding of default, and the Consultant shall take all necessary action to cure said default within 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 Kimley-Horn and Associates. Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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 time reasonably commensurate with the cause of such failure to perform or cure. ARTICLE 6 TERMINATION OF AGREEMENT 6.01 CITY'S RIGHT TO TERMINATE The City, including 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 were performed in complete compliance with the Agreement, as full and final settlement of any claim, action, demand, cost. charge or entitlement it may have, or will, have against the City, its officials or employees. 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 7.01 OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, maps, computer files, andlor 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 w4l, 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 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 Kimsey -Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 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, and by virtue of signing this agreement the Consultant agrees to such re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans, documents, studies, or other data for any purpose other than that intended by the terms and conditions of this Agreement. 7.04 NONDISCLOSURE To the extent allowed by law, the Consultant agrees not to divulge, furnish ,or make available to any third person, firm or organization, without Director or designee's prior written consent, or unless incident to the proper performance of the Consultant's obligations hereunder, or in the course of judicial or legislative proceedings 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, Subconsultants, and subcontractors to comply with the provisions of this paragraph. 7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS The Consultant will keep adequate records and supporting documentation, which concern or reflect its Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter 119, 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) years from the date of termination of this Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents or representatives of the City, shall have the right to audit, inspect, and copy all such records and documentation as often as they deem necessary during the period of this Agreement and during the three (3) year period noted above; provided, however such activity shall be conducted only during normal business hours. Consultant shall additionally comply with Section 119.,0701, Florida Statutes, including without limitation: (1) keep and maintain public records that ordinarily and necessarily would be required by the City to perform this service; (2) provide the public with access to public records on the same terms and conditions as the City would at the cost provided by Chapter 119, Florida Statutes, oras otherwise provided by law; 3) ensure that public records that are exempt or confidential and exempt from disclosure are not disclosed except as authorized by law; (4) meet all requirements for retaining public records and transfer, at no cost, to the City all public records in its possession upon termination of this Agreement and destroy any duplicate public records that are exempt or confidential and exempt from disclosure requirements; and, (5) provide all electronically stored public records to the City in a format compatible with the City's information technology systems. IF THE CONSULTANT HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER119, FLORIDA STATUTES, TO THE CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT BETTY DOYLE, (305) 416 — 1915, BDOYLE a@MIAMIGOV.COM, PROCUREMENT DEPARTMENT, 444 S.W. 2ND AVENUE, 6TH FLOOR, MIAMI, FLORIDA 33130. ARTICLE 8 INDEMNIFICATION The Consultant shall indemnify, hold harmless, and defend the City, its officers, agents, directors, and/or employees, from liabilities, damages, losses, judgments, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons employed or utilized by Consultant in the performance of this Agreement. These indemnifications shall survive the term of this Contract. In the event that any action or proceeding is brought against the City by reason of any such claim or demand, the Consultant shall, upon written notice from the City, resist and defend such action or proceeding by counsel satisfactory to the City. The Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend the City or its officers, employees, agents and instrumentalities as herein provided. Kimley-Horn and Associates, Inc. - Transportation Program Support Services 1D RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at the City's option, any and all claims of liability and all suits and actions of every name and description which may be brought against the City whether performed by the Consultant, or persons employed or utilized by Consultant. This indemnity will survive the cancellation or expiration of the Agreement. This indemnity will be interpreted under the laws of the State of Florida, including without limitalion and interpretation, which conforms to the limitations of §725.06 and/or §725.08, Florida Statutes, as applicable. The Consultant shall require all Subconsultant 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 Subconsultant under this Agreement. Ten dollars (S10) of the payments made by the City constitute separate, distinct, and independent consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and knowingly acknowledged by the Consultant. ARTICLE 9 INSURANCE The Consultant shall not start Services under this Agreement until the Consultant has obtained all insurance required hereunder and the City's Risk Manager or his/her authorized designee, has approved such insurance. 9.01 COMPANIES PROVIDING COVERAGE All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and be rated at least A(X), as per A.M, Best Company's Key Dating 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 Agreement_ The Consultant shall provide written notice to the City's Department of Risk Management of any material change. cancellation and/or notice of non -renewal of the insurance within thirty (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 Operations, Contingent and Contractual Liability, and Products and Completed Operations, with additional endorsements as applicable. Waiver of Subrogation applies in favorite of the certificate holder. The coverage shall be written on a primary and non-contributory basis with the City listed as an additional insured as reflected by endorsement CG 2010 11185 or its equivalence. Notice of cancellation should read thirty (30) days/ten (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 Kimley-/Morn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT additional insured with respect to this coverage, Notice of cancellation should read thirty (30) days/ten (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 $2,000,000 per claim, $2,000,000 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 this Agreement. This insurance shall be maintained for at least one (1) year after completion of the construction and acceptance of any project covered by this Agreement. Coverage must reference the retroactive date. 9,03-4 UMBRELLA LIABILITY INSURANCE: The Consultant shall maintain Umbrella Liability Insurance including Bodily injury and property damage liability with limits of $1.000,000.00 each occurrence and an aggregate limit of S1,000,000.00. The coverage shall include excess coverage over all applicable liability policies with the City listed as an additional insured. 9.03-5 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. 9.03-6 SUBCONSULTANT COMPLIANCE; The Consultant shall ensure that all Subconsultants comply with these same insurance requirements. 9.04 MODIFICATIONS TO COVERAGE The Risk Administrator or 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 MISCELLANEOUS 10.01 AUDIT RIGHTS; INSPECTION The City reserves the right to audit the Consultant's accounts during the performance of this Agreement and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies of any records necessary, in the opinion of the Director, to approve any requests for payment by the Consultant. The inspection and audit provisions provided for City contracts set forth in §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, 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 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 Kimley-Horn and Associates, Inc. - Transportation Program Support Services I' RFQ 15-16-028 PROFESSIONAL SERVICES AGREEiMILNT and tax returns from any proposed Assignee and the execution of an Assignment) Assumption Agreement in a form satisfactory to the City Attorney as a condition precedent to considering approval of an assignment. The Consultant and the City each binds one another, their partners, successors, legal representatives and authorized assigns to the other party of this Agreement and to the partners, successors, legal representatives and assigns of such party in respect to all covenants of this Agreement. 10.04 TRUTH -IN -NEGOTIATION CERTIFICATE In compliance with the Consultant's Competitive Negotiation Act, for any Project to be compensated under the Lump Sum method, the Consultant shall certify that wage rates and other factual unit costs supporting the compensation are accurate. complete, and current at the time of 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= O1= LITIGATION This Agreement shall be interpreted and construed in accordance with and governed by the laws of the State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees except in actions arising out of the Consultant's duties to indemnify the City under Article 8 herein 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 piaces for giving of notice: For City of Miami: Annie Perez, CPPO Director Procurement Department City of Miami 444 S.W. 2nd Avenue, 6th Floor Miami, Florida 33130 a n n i eperez@m i a m ig ov. co m With Copies to: Sandra Harris Director Office of Transportation Management City of Miami 444 S.W. 2nd Avenue, 8th Floor Miami. Florida 33130 sa nd ra h a rri s@ m i am ig ov. corn For Consultant: Greg Kyle, AICP Senior Vice President/Senior Associate Kimley-Horn and Associates. Inc. 1221 Brickell Avenue, Suite 404 Miami, Florida 33131 greg.kyle@kimley-horn.com 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 Kimley-Horn and Associates, Inc. - Transportation Program Support Services 13 Rf"Q 15-16-028 PROFESSIONAL SERVICES AGREEMENT singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as 'herein," "hereof," "hereunder." and "hereinafter" referto 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. 10.08 JOINT PREPARATION Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than any other. 10.09 PRIORITY OF PROVISIONS If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit attached hereto, any document or events referred to herein, or any document incorporated into this Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term, statement. requirement, or provision contained in this Agreement shall prevail and be given effect. 10,10 MEDIATION -WAIVER OF JURY TRIAL In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the design and /or construction of the subject project(s), and/or following the completion of the projects(s), the parties to this Agreement agree all disputes between them shall be submitted to non-binding mediation prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to include such similar contract provisions with all Subconsultants and/or independent contractors 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 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 the performance of this Agreement. Consultant shall promptly perform its duties under this Agreement and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines established in this Agreement and/or Work Orders pursuant hereto. 10.12 COMPLIANCE WITH LAWS The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions including, without limitation, the Americans with Disabilities Act ("ADA"). as amended, and all applicable guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement. The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law in connection with the performance of this agreement. 10.12-1 NON-DISCRIMINATION The City warrants and represents that it does not and will not engage in discriminatory practices and that there shall be no discrimination in connection with the Consultant's performance under this Agreement on account of race, color, 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. 10.12-2 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. 14 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT 10.123 ADA COMPLIANCE The Consultant shall affirmatively comply with all applicabie 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 NO PARTNERSHIP 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 Director of the Office of Transportation Management, as identified in Article 10.06, Notices. Upon receipt of said notification the Director of Office of Transportation Management shall review the issues relative to the dispute and issue a written finding, Should the Consultant and the Director of Office of Transportation Management fail to resolve the dispute the Consultant shall submit their dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said notification the Director shall review the issues relative to the dispute and issue a written finding. The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager. Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the Consultant. Appeal to the City Manager for 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: (i) it has first received City Manager's written decision, approved by City Commissson If 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 (iii) the City has waived compliance with the procedure set forth in this section by written instrument(s) signed by the City Manager. 10.16 INDEPENDENT CONTRACTOR The Consultant has been procured and is being engaged to provide services to the City as an independent contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights generally afforded classified or unclassified employees. The Consultant further understands that Florida Workers Compensation benefits available to employees of the City are not available to the Consultant, and agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering services to the City under this Agreement. 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 li Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 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. 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 proposer's authorized signature affixed to the proposer's acknowledgment form attests to this. If a 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 PSA or other Agreement. 16 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. WITNESS/ATTEST! Kimley-Horn and Associates, Inc. Signature' Signature Q 0 Print Name, Title 9�fi-InI107 eflritSfe YfA'u4FhkoefiA16d Officer or Official ATTEST.- (Corporate Sea]) Consultant Secretary (Affirm Consultant Seal, if available) ATTEST: Todd B. Hannon, City Clerk APPROVED RE6UIREMI -- ---------- - - A$ T6 [NO'bRANCE NTS;;` L Ann Mare Sharpo, Director Risk ManagernenDepartment CITY OF MIAMI, a municipal corporation of the State of Florida APPROVED AS TO -LEGAL) FORM AND C 0 R RE C T N F,8,s,:, a M6 U A42- 4/-,3 16 ::-;/ fes 17 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT CERTIFICATE OF AUTHORITY (IF CORPORATION OR LLC) 1 R,FBY RJT6Wa t a meeting of the Board of birectors of a corporate' rga I an I tin dqr.- the laws�of the State of eld on the of �/?' / a resolu�asy passed and adopted authorizing (Name} as (Title of the corporation to execute a r1ome is on be al 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 WHEREOF, I have hereunto set my hand this o, day of 20 ' U Secretary: _ Print: 6-,AZL7-' c,� CERTIFICATE OF AUTHORITY (IF PARTNERSHIP) 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. 1 further certify that said partnership agreement remains in full force and effect. IN WITNESS WHEREOF, I have hereunto set my hand this , day of 20 Partner. Print: Names ana aaaresses or ar€ners: _ Name Street Andress City State zips Kimley-Horn and Associates, Inc. - Transportation Program Support Services IS RFQ 15-16-028 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 (d/b/a) (If Applicable) have executed and am bound by the terms of the Agreement to which this attestation is attached. IN WITNESS WHEREOF, I have hereunto set my hand this day of 20_ Signed: Print: NOTARIZATION STATE OF ) SS: COUNTY OF The foregoing instrument was acknowledged before me this ,20_, by known to me or who has produced (did / did not) take an oath. SIGNATURE OF NOTARY PUBLIC STATE OF FLORIDA PRINTED, STAMPED OR TYPED NAME OF NOTARY PUBLIC _ day of , who is personally as identification and who I �) Kimley-Horn and Associates, Inc. - Transportation Program SLrpport Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT ATTACHMENT A - SCOPE OF WORK ARTICLE Al GENERAL Under the direction of the Director or designee, Consultant is to assist in the programmatic management and administration of the Transportation Program of the City, consisting of, but not limited to, planned and unplanned transportation improvements, analysis, studies, design, purchases of capital goods and equipment and construction Projects. It is the intent and purpose of the City that Consultant shall provide the Services hereunder as an extension of Office of Transportation Management's resources by providing qualified administrative, technical and professional personnel to perform the duties and responsibilities assigned under the terms of this Agreement. The Consultant shall minimize reliance on the Office of Transportation Management's resources for assignments and activities provided under the Agreement, as may be authorized by the Director or designee. Consultant shall use its best effort at all times to cause the Services to be performed in the most expeditious and cost effective manner consistent with the interests of the City. A1.01 SCOPE OF SERVICES A1.01-1 Consultant may be required to perform all or some of the Services presented in this Agreement, depending on the needs of the City. The Consultant shall furnish the Services specifically authorized by this Agreement, which Services may encompass one or more professional disciplines in addition to those held by the Consultant. A1.01.2 Services may include, but are not limited to, research and analysis, preparation of reports, studies, coordination with community organizations, project management, production management, owner's representative, construction administration, inter -agency coordination cost estimating, value engineering, scheduling, utility coordination, document control and records management, and administrative, and financial Program management for the City's Transportation Program. The Services may further include but are not limited to planning, programming, field investigations, observations, feasibility studies, alternative analysis and environmental studies, transportation cost modeling, financial analysis and other activities that may be required to complete approved Work Orders. A1.01-3 Consultant will not be responsible to assist with the purchase of capital goods and/or equipment, but shall assist with the fiscal monitoring of those capital Projects and including them in the annual Transportation Program. A1.01-4 The City, at its option, may elect to expand, reduce or delete the extent of Work elements described in the Scope of Services, provided such action does not alter the intent of the Agreement. The Director or designee will request Consultant Services on an as -needed basis_ There is no guarantee that any or all of the Services described in this Agreement will be assigned during the term of this Agreement. A1.01-5 COOPERATIVE WORK The Consultant will be responsible to Work in cooperation with the Office of Transportation Management, City administration, officials of the City, client departments and agencies, community and other stakeholders, with consultants, and contractors to administer the Transportation Program's Projects. A1.01-6 NON-EXCLUSIVE RIGHT It is understood that any Work Order and Notice to Proceed will be issued under this Agreement at the sole discretion of the Director or designee, and that the Consultant has no expectation, entitlement, right to or privilege to receive a Work Order or Notice to Proceed for any Project or Work. The City reserves at all times the right to perform any and all Services in-house, or with other private professional consultants, architects or engineers consistent with applicable law, including Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act) if required, or to discontinue or withdraw any or all Projects or Work or to exercise every other choice allowed by law. This Agreement does not confer on the Consultant any particular, exclusive or special rights to any Work required by the City. Kimley-Horn and Associates, Inc. - Transportation Program Support Services 20 RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT A1.01-7 PAYMENTS The City will pay the Consultant in accordance with provisions and limitations of Attachment B. No payment will be made for the Consultant's time or services in connection with the preparation of any Work Order proposal or for any Work done in the absence of an executed Work Order, Notice to Proceed and /or Purchase Order. ARTICLE A2 OVERVIEW OF TRANSPORTATION AND TRANSIT PROGRAM SUPPORT SERVICES A2.01 PRIMARY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services, Consultant shall provide a Work Order Proposal for the performance of said Services. The Services may include, but are not necessarily limited to those identified in Article A1.01, Scope of Services. The award and execution of a Work Order or Notice to Proceed for said Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work. Compensation for any Services shall be separately negotiated and may be lump sum, hourly rate -based or other method as deemed appropriate by the parties. A2.02 SPECIALTY SERVICES Where Director or designee, in his/her sole discretion, identifies the need for Services related to a unique, and possibly large scale element, activity, sub -program or Project within the Program and such Services are unavailable from within the City's personnel resources, hereinafter Specialty Services, Consultant shall provide a Work Order Proposal for the performance of said Services. Said proposal shall identify, in such detail as deemed appropriate by the Director or designee, the nature of the proposed Services, the extent of manpower and other resources required for such Specialty Services, and the individual(s), firm(s) and/or team that has qualifications and expertise in the field of the subject endeavor. The assignment of Work as Specialty Services shall be made solely at the discretion of the Director, and will be accomplished by a Work Order issued pursuant to this Agreement. The award and execution of a Work Order or Notice to Proceed for said Specialty Services shall be solely at the City's discretion and submittal of a proposal is no guarantee or assurance that the Consultant will be authorized to perform the Work as Specialty Services Compensation for any Specialty Services shall be separately negotiated and may be lump sum, hourly rate - based or other method as deemed appropriate by the parties. ARTICLE A3 PRIMARY SERVICES Those Services considered by the City to be fundamental to the successful management of the overall Transportation Program shall be considered Primary Services and shall consist, generally of the following areas: A3.01 ADMINISTRATIVE PROGRAM MANAGEMENT The Consultant, in its capacity as Program Manager, shall assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the comprehensive coordination, development, and management, including, but not limited to, the following Services and/or activities: A3.01.1 Program Implementation Strategies: research and recommend the most effective methods to implement all aspects of the overall Program. A3.01-2 Program Coordination: Coordination and schedule management for Project design, procurement, contract negotiation and contract administration activities. A3.01-3 Program Logistics: Develop comprehensive Program Work plans, schedules and budgets. Manage Transportation Program's "letting" plan for Projects, including the updating, revision, conflicts, deviation, and analyses to determine the impact of potential changes to the "letting" plan. A3.01-4 Fiscal Management Assistance: Develop financial projections, monitor and track Program funds, financing and cash flows. Assist with the development of program and financial data Kimley-Horn and Associates, Inc. - Transportation Program Support Services ?I RFQ 15-16--028 PROFESSIONAL SERVICES AGREEMENT for potential financing options, including investment bonds, which may be utilized to implement the Program. A3.01-5 Reporting: Furnish regular progress and status reports on the Program at intervals determined by the Director or as significant issues become known to the Consultant. A3.01-6 Staffing: Maintain staffing efficiencies within the Consultant's Team. A3.01-7 Procedure and Process Improvements: Development of procedures and procedure manuals for various Program activities and processes. Develop or assist with the development of standard documents and/or forms. A3.01-8 Document Control and Records Management: Development of a document management system for the Program; maintain documentation and correspondence relating to the Program that is accessible and will be owned by the City. A3.01-9 Inter -Agency Coordination: Overall coordination of the City's Program with other governmental agencies, such as the Florida Department of Transportation (FDOT), Miami -Dade County Public Works and Water and Sewer Departments, utility companies, regulatory agencies and with private developers. A3.01-10 Staff and Business Development: Development and implementation of staff development programs, and mentor Office of Transportation Management staff on an on-going, informal basis. A3.01-11 Prepare official minutes of meetings for the Director or designee's approval and dissemination. A3.02 PRODUCTION MANAGEMENT SERVICES The Consultant, in its capacity as Program Manager, shall assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02.1 General Project Administration and Fiscal Activities A3.02 -1(a) Cost Control, Provide value engineering throughout Project life cycles as requested, and verify constructability of plans and specifications. A3.02 -1(b) Financial: Prepare monthly cash draw projections, monitor monthly Project expenditures. Review, monitor and advise the City regarding the disposition of contractors and/or consultants payment requisitions. Assist with timely submission of payment requisitions to meet cash flow commitments. Monitor Project funding, and prepare financial projections as required. A3.02 -1(c) Reporting: Provide progress reports and status information on assigned Project(s) to City designees at frequencies identified by Director or designee. A3.02.1(d) Communication and Outreach: At the direction of the Director or designee attend and address meetings with City officials, neighborhood groups, and private citizens concerning Projects, respond to questions and concerns about the Project at City Commission meetings, assist the City with public information, notifications and public meetings required in relation to assigned design construction projects. A3.02 -1(e) Information Management, Document Control: Maintain files of all documentation and correspondence relating to the Program and specific Projects in an orderly system which will be submitted to the City upon completion of the Project and/or Program. A3.02 -1(f) Legal and Other Services: Should legal issues arise relating to a Project, provide records, depositions and testimony about affected Projects. Provide consulting Services on other matters relating to the Projects and/or Program. A3.02-2 Design and Production_ Activities The Consultant, in its capacity as Program Manager, shall assist, where/when Director or designee, in his/her sole discretion, identifies the need, in the following Services and/or activities: A3.02 -2(a) Project Scoping: Devise and/or confirm detailed Project scopes with staff and client departments commensurate with funding. Verify the accuracy of Architect's/engineer's budget and design estimates against cash flow commitments. Consultant shall consider prioritization and design alternates as contingency measures to verify that cash flow commitments are achieved. A3.02 -2(b) Schedules and Budgets: Develop Work plans, schedules and budgets for the overall Program and for assigned Projects -z Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT A3.02 -2(c) Permits and Approvals: Facilitate and/or assist the City in obtaining all Federal, State and local permits or approvals from agencies such as Miami -Dade Water and Sewer, DERM, Environmental, and Department of Health. Review such permits for consistency with City approved plans and for special requirements or conditions, if any. It is the responsibility of the designer of record to file for and obtain all permits. A3.02 -2(d) Utility Coordination: Facilitate comprehensive utility coordination to assist with conflict resolution and coordination among City, designers of record, and various utility capital plans and owners. A3.02 -2(e) Public Outreach: Assist in coordinating and hosting of periodic meetings at frequencies determined by the Director or designee, to promote best practices by City and industry. ARTICLE A4 SPECIALTY SERVICES INCLUDING THE MIAMI TROLLEY PROGRAM The specific Scope of Services required as Specialty Services shall vary depending on nature of the specific endeavor, and may encompass any or all of the tasks described under Primary Services, The required Work shall be described in a Work Order Proposal that shall form the basis for a Work Order to be approved by the Director or designee. Any Specialty Services shall have a Work Order issued for all or portions of the following goals 1. Needs assessments 2. Financial analysis, including the availability of grant programs 3. Alternative and Environmental analysis 4. Operational assessments 5. Programming 6. Implementation management 7. Promotion and Public Participation 8. Bicycle and Pedestrian Enhancements and Safety Improvements ARTICLE A5 STAFFING The Director or designee has the right to approve and regulate the Consultant's workforce and approve specific Consultant's employees. The Consultant will perform all Services described in this Scope of Services where/when Director or designee, in his/her sole discretion, identifies the need, by use of the Program Staff, as described below. The Director's input regarding staff and Work assigned to Key Personnel and/or Staff for Specialty Services shall be duly considered by Consultant in preparing any individual Work Order proposal and failure to adequately address such concerns regarding staff assignments may be cause for Director's rejection of same. All staff shall be duly qualified, trained and/or licensed to perform the Work assigned to them. The Consultant shall designate a Program Coordinator to manage this Agreement who shall be located at an office maintained by the Consultant. This Program Coordinator shall be responsible for all administrative functions associated with the Agreement. This individual and any other employees of the Consultant performing administrative functions, which are not located at the MRC, shall be part of the Consultant's overhead and not direct billable charges under this Agreement. The Program Coordinator shall be eligible for billable charge when performing specific, technical functions when so requested by the Director or designee. A5.01 PROGRAM STAFF A portion of the Primary Services shall be performed by the Consultant's Key Personnel assigned on a full- time basis and housed at the MRC building. Such personnel shall be billed to the City on a monthly Itimp sum basis. Any modification in the Scope of Work assigned to the Key Personnel should trigger a corresponding modification in the Lump Sum Compensation, as provided in Article B3, Computation of Fees and Compensation. Kimley-Horn and Associates, Inc. - Transportation Program Support Services 23 RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT Upon award of an Agreement the Director or designee shall issue a Work Order covering the initial Key Personnel which shall reflect the monthly levels of compensation and Services and a separate Work Order covering those individuals assigned to perform what would be considered Specialty Services, which shall reflect the methods and levels of compensation. A5.02 STAFFING FOR SPECIALTY SERVICES The Work assignments performed by these staff will be requested in writing by the Director or designee for individual or snort term tasks, or for long-term and continuing service tasks, associated with any element of the Scope of Services. The level of effort anticipated for these staff members and their assignments will be analyzed by the Director or his/her designee on an as needed basis and the progress will be measured through the Monthly Progress Report to accompany the monthly invoicing. Staff shall be assigned via Work Order to a given scope of Services. Individual Work Orders shall depict staff and/or activities as being offered on a lump sum, performance basis or hourly -rate, limiting amount basis. A5.03 STAFFING CHANGES If additional staff is warranted in the opinion of the Consultant due to workload issues, a written request will be made by Consultant to the Director or designee whose written approval is required as described below. A5.03-1 Changes Due to Absence or Termination: If there are changes in the staff depicted in an authorized Work Order, particularly with Key Personnel as identified in the Proposers' RFQ submittal, be absent due to voluntary or involuntary termination, that position will be replaced within five (5) business days of the date of separation, or as requested by the Director or designee. Should an individual staff, particularly Key Personnel as identified in the Proposers' RFQ submittal be absent for more than fifteen (15) consecutive business days due to vacation, illness or other matter, Consultant shall provide a qualified replacement that is acceptable to the Director or designee. Director or designee in Director or designee's sole discretion may additionally request qualified replacement staff due to absences of tress than fifteen (15) business days if warranted by the nature of the Work handled by that staff. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person (s), in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. Such changes shall be noted and approved in writing - A5,03 -2 Changes Due to Work Requirements_ _:_ Director or designee's approval shall be in writing for all additional or replacement Program Staff not included in the Proposal/Work Order and estimated to work in excess of twenty (20) hours per month in total_ Consultant shall provide a written proposal to Director detailing anticipated man-hour and related requirements for the task or activity to be assigned to additional Key Personnel or Staff assigned for Specialty Services. The Director or designee may request one or more resumes for any personnel to be assigned and may also request to interview the proposed personnel and select the most qualified person, in the City's sole opinion. Selection of such a person to work on the Program does not change the Consultant's sole responsibility and liability for the performance and actions of said person. ARTICLE AIS ASSIGNMENT OF WORK It is the intent and purpose of the City that Consultant shall provide the Primary Services hereunder as an extension of Office of Transportation Management's resources as may be authorized by the Director. It is envisioned that areas of responsibilities and specified tasks will be assigned by the Director or designee. A6,01-1 WORK ORDERS When a specific task is above and beyond the scope of the initial Work Order assigned to Key Personnel Program Support Staff or Program Support Staff assigned to Specialty Services Work Order, the Director or designee will request a Work Order Proposal from the Consultant for Services based on a proposed Scope of Services provided by the Director or designee. The Consultant and Director or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the Scope of Work and to resolve any questions regarding the proposed Project. The Consultant shall then prepare a written "Work Order Proposal" for the required Services generally following the guidelines provided by the Office of Transportation Management, indicating the proposed Scope of Services, time of performance, proposed fees, Subconsultants if warranted, deliverable items and/or documents, and timeframe to complete the Work. The Work Order Proposal shall depict detailed staffing commitments 24 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 for the proposed Services and the method of compensation, either Lump Sum or Hourly Rate/Limiting Amount. The Consultant shall not be compensated for the preparation or Work Order Proposals, When consensus is reached, the Consultant shall prepare a revised and final Work Order Proposal which will be attached and incorporated to the Work Order authorized by the Director or designee, Upon acceptance of the Work Order Proposal a "Notice to Proceed" will be issued by the Director or designee. No guarantee is made as to how many and the extent of Work Orders issued to the Consultant, Kimley-Horn and Associates, Inc. - Transportation Program Support Services 25 RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT SCHEDULE Al - SUBCONSULTANTS FIRM NAME CONSULTING FIELD Caltran Engineering Group, Inc. Traffic Data Collection Connetics Transportation Group, Inc. Transit Planning/Operation Geosol, Inc. Geotechnical National Data and Surveying Services, Inc. Traffic Data Collection Robayna and Associates, Inc. Survey Trident Engineering, LLC Large Scale and Small Scale Development Traffic Impact Reviews; Traffic Data Collection SCHEDULE A2 - KEY STAFF NAME JOB CLASSIFICATION Greg Kyle Program Coordinator Adrian Dabkowski; Stewart Robertson; Raj Project Manager Shanmu am, PE Juan S. Calderon, PE, PTP, PTOE Project Manager, Supplemental Services Burt Baldo; Tom Farnan; Jamea Long; John McWilliams; Mark Santos; Oracio Riccobono, Sr. Engineer PE; Jeannelia Liu, PE; Luis Monsalve, PE Sr. Engineer, Supplemental Services Leo Almonte; Luis Cubas; Juan Jimenez; Seth Schmid; Edgar Torres; Brett Wood; Carlos Project Engineer Perez, PE; Adriana Rodriguez, PE, PTOE Adnan Ismail, PE Project Engineer, Supplemental Services Matt Gibson; Ali Hanes; Omar Kaman; Gabriela Engineer Ramierz; Ravi Wi'esundera _ Reja Rabbi, El; Juan C. Gonzalez, E.I.; Stanley Engineer, Supplemental Services Williams Riney Amerson Designer Michael Hernandez Designer, Supplemental Services Jose Castaneda; Joshua Cockriel; Cory Dorman; Dorian Johnson; Lisa Juan; Artern Engineering Intern Strunnikov; Shuo Zhan , PhD, El Juan P. Romero, EI Engineering Intern, Supplemental Services Clarence Eng; Jon Sewell Senior Planner Vasu T, Persaud, PE, PTOE, AICP Senior Planner, Supplemental Services Erin Gentle; Kim Misek; Jared Schneider; Pam Planner Turner Kimley-Horn and Associates, Inc. - Transportation Program Support Services 26 RFQ 15-16-028 PROFESSIONAL SERVICES AGREEMENT SCHEDULE A2 - KEY STAFF (CONTINUED) NAME JOB CLASSIFICATION Lilian Fernandez, El Planner, Supplemental Services Marcia Feldman Public Relations Specialist David Goldman; Lynn Kiefer Chief Environmental Engineer Brady Walker Senior Environmental Engineer Oliver Basse Environmental Engineer Franklin Hernandez; Jose A. Gonzalez; Nkrumah A. Nelson Engineering Technician Estrella Real Computer Surveyor Jose Rives Principal Surveyor Vivian Trujillo Utility Coordinator Jennifer Eppert; Shanda Layne; Katherine Cardenas; Aurora Riccobono; Maria Montilla Clerical Ashutosh Kumar Senior Planner, Modeling Sujith Rapolu Senior Modeler Tim Crobons Senior Planner, Transit Planning Adam Barnum Transit Planner Kevin Deal Counts Project Manager Diana Leon Scheduling Sean Moran Machine Technician Jeffery Provencher Manual Turning Movement Technician Christian Arnis Quality Control 27 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION ATTACHMENT B - 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 Lump Sum (See Section 133.01). b) An Hourly Rate as defined in Section B3.02 and at the rates set forth pursuant to the same. NOTE: The Lump Sum manner of compensation is the preferred and primary form of compensation. 81.01 COMPENSATION LIMITS The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant payable by the City under this Agreement shall be limited to the amount specified in Article 2, Section 2.05- 1 Compensation Limits, as the maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances will the City have any liability for work performed, or as otherwise may be alleged or claimed by the Consultant, beyond the cumulative amount provided herein, except where specifically approved in accordance with the City Code by the City Manager or City Commission as applicable as an increase to the Agreement and put into effect via an Amendment to this Agreement. B1.02 CONSULTANT NOT TO EXCEED Absent an amendment to the Agreement or to any specific Work Order, any maximum dollar or percentage amounts stated for compensation shall not be exceeded. In the event they are so exceeded, the City shall have no liability or responsibility for paying any amount of such excess, which will be at the Consultant's own cost and expense. ARTICLE B2 WAGE RATES B2.01 FEE BASIS All fees and compensation payable under this Agreement shall be formulated and based upon the averages of the certified Wage Rates that have been received and approved by the Director. The averages of said certified Wage Rates are summarized in Schedule B1 incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant employees in the specified professions and job categories that are to be utilized to provide the services under this Agreement, regardless of manner of compensation, 82.02 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 interns. designers, Computer Aided Design and Drafting (CADD) technicians, project managers, Geographic Information Systems (GIS) and environmental specialists, specification writers, clericalladministrative support, and others engaged in the Work. In determining compensation for a given Scope of Work, the City reserves the right to recommend the use of the Consultant employees at particular Wage Rate levels. 82.03 MULTIPLIER For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4 for field office shall apply to Consultant's hourly Wage Rates in calculating compensation payable by the City. Said multiplier is intended to cover the Consultant employee benefits and the Consultant's profit and overhead, including, without limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, stenographic, administrative and clerical support, other employee time or travel and subsistence not directly related to a project. B2.04 CALCULATION Said Wage Rates are to be utilized by the Consultant in calculating compensation payable for specific assignments and Work Orders as requested by the City. The Consultant shall identify job classifications, available staff and projected man-hours required for the proper completion of tasks and/or groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule A2, Key Staff. Kimsey -Horn and Associates, Inc. - Transportation Program Support Services 28 RFQ 15-16-028 ATTACHMENT B - COMPENSATION 82.05 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. B2.06 ESCALATION There shall be no escalation clause as part or this Agreement. ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION The City agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant to this Agreement, fees computed by one or a combination of the methods outlined above, as applicable, in the following manner: B3.01 LUMP SUM Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by the City and the Consultant, and stated in a Work Order. Lump Sum compensation is the preferred method of compensation. B3.01-1 Lump Sum: Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified and calculated. 63.01-2 Modifications to Lump Sum: If the City authorizes a substantial or material change in the Scope of Services or level of staffing, the Lump Sum compensation for that portion of the Services may be equitably and proportionately adjusted by mutual consent of the Director or designee and Consultant, subject to such additional approvals as may be required by legislation or ordinance. B3.01-3 Lump Sum compensation shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier, and reimbursable expenses as attached in Schedule B-2. Prior to issuing a Work Order, the City may require Consultant, to verify or justify its requested Lump Sum compensation. Such verification shall present sufficient information as depicted in Schedule A2. B3.02 HOURLY RATE FEES B3.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified in Schedule 61, 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. Consultant shall maintain timesheets for all individuals compensated on an hourly basis. Said timesheets are to reflect the name and title of the individual, work week, all Work performed during the work week, and the hours associated with each task performed. Timesheets must account for the total number of authorized work hours in the work week. 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 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. 83.02.3 OVERTIME For Staff whose Services are paid based on hours Services are performed Consultant shall provide written justification for use of overtime in advance of occurring such overtime and, must obtain advance written approval of the Director or designee before the use of overtime. Failure to obtain prior written approval shall result in the City denying any request for compensation for the incurred overtime. The Director may authorize the use of overtime, subject to the following limitations that the overtime may only be used for Staff who is performing Specialty Services and such Staff shall not be exempt employees as defined under the Federal Fair Labor Standards Act. Further, overtime compensation shall not exceed one and one haif (1-1/2) times the employee's regular hourly rate, as provided in Kimley-Horn and Associates, Inc. - Transportation Program Support Services 2L) RFQ 15-10-028 ATTACHMENT B - COMPENSATION Schedule B1. The regular repeated use of overtime is discouraged and may be denied by Director or designee. B3.03 REIMBURSABLE EXPENSES Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications (above the quantities set forth in this Agreement), mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. All reimbursable services shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess of sets required at each phase of the Work will be a Reimbursable Expense. The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of this Agreement as verified by supporting documentation deemed appropriate by Director or designee including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks. B3.04 FEES for SPECIALTY SERVICES The Consultant may be authorized to perform Specialty Services for which additional compensation and/or Reimbursable Expenses, as provided in this Agreement. 83.04-1 Determination of Fee The compensation for such services will be one of the methods described herein: mutually agreed upon Lump Sum or Hourly Rate with a Not to Exceed Limit. B3.04-2 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 fee, which shafl not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultant's Competitive Negotiation Act, and other applicable laws. 83.04-3 Fee Limitations For all Specialty Services to be provided by Subconsultants, the Consultant shall not apply any mark- up or multiplier. For all reimbursable services the Consultant will be reimbursed based on actual costs. B3.05 PAYMENT EXCLUSIONS The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and specifications, for extended construction administration, or for other work when such work is due to errors or omissions of the Consultant as determined by the City. B3.06 FEES RESULTING FROM PROJECT SUSPENSION If a project is suspended for the convenience of the City for more than three (3) months or terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized, performed prior to such suspension or termination, together with the cost of authorized reimbursable services and expenses then due, and all appropriate, applicable, and documented expenses resulting from such suspension or termination. If the Project is resumed after having been suspended for more than three months, the Consultant's further compensation shall be subject to renegotiations. ARTICLE B4 PAYMENTS TO THE CONSULTANT B4.01 PAYMENTS GENERALLY Payments for Basic Services may be requested monthly in proportion to Services performed during the prior month. For the Lump Sum portion of this Agreement, payments shall be made monthly in an amount equal to one twelfth (1112'") the annual Lump Sum total compensation. Hourly Rate payments shall be made on the basis of actual hours worked based on the Hourly Rate Fee, accompanied by a duly certified invoice, giving names, classification, salary rate per hour (not to exceed the values depicted in Schedule B-1), hours and associated tasks worked and total charge for all personnel directly engaged Services. Recurring Reimbursement Expenses established at an annual lump sum as shown in Schedule B3 may be invoiced monthly, and paid as noted above for the Lump Sum portion of the Agreement. Other, pre - 30 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION approved Variable Reimbursement Expenses are to be invoiced within one hundred twenty (120) days of the Consultant's expenditure thereof. Subconsultant's fees and Reimbursable Expenses shall be billed to the City in the actual amount paid by Consultant. Consultant shall utilize the City standard Consultant Invoice Form available on the CITP website at http-//www.miami-qov.com/CITP/forms.htiiil. Failure to submit invoice(s) within sixty (60) days following the provision of Services contained in such invoice may be cause for a finding of default. 84.02 MONTHLY PROGRESS REPORT In addition to the invoice, the Consultant shall submit a Monthly Progress Report (Report) detailing the Services provided and activities undertaken by Consultant's staff, inclusive of all Staff assigned to Specialty Services. The Report shall also provide details as to the status of all assignments, tasks, activities and deliverables and associated hours as may be applicable. The Report shall also provide an anticipated date of completion for each item included in the Report. City shall reject any invoice not accompanied by a Monthly Progress report. The format and content of the Monthly Progress Report shall be subject to the approval of the Director or designee. B4.03 BILLING — HOURLY RATE Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to and incurred by the Subconsultarts engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. B4.04 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES Payment for Additional Services may be requested monthly in proportion to the services performed. When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data for payments made to or costs incurred by the Subconsultants engaged on the project or task_ In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project development and the total estimated fee to completion. 84.05 DEDUCTIONS No deductions shall be made from the Consultant's compensation on account of liquidated damages assessed against contractors or other sums withheld from payments to contractors. ARTICLE B5 REIMBURSABLE EXPENSES 85.01 GENERAL Any fees for authorized reimbursable expenses shall not include charges for Consultant's handling, office rent or overhead expenses of any kind, including depreciation of equipment, professional dues, subscriptions, etc., or employee's time or travel and subsistence not directly related to the Program or a Project(s). Reimbursable expenses shall be billed to the City at direct cost expended by the Consultant. 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. Documentation shall be submitted with invoices for Variable Reimbursement Expenses. For Recurring Reimbursement expenses, the supporting documentation for the annual lump sum amount shall be included in the Proposal/Work Order and no further supporting documentation will be required. 31 Kimley-Horn and Associates, Inc, - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION Reimbursable Expenses shall be identified and quantified, to the extent possible, in each Work Order. 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 Consultant's employees, Subconsultants, and Special Subconsultants in the interest of the Work for the purposes identified below: B5.02 TYPES OF REIMBURSABLE EXPENSES As depicted in Schedule B2, Reimbursable Expenses are to be set as a Monthly Lump Sum amount or as Variable Reimbursement given as a limiting amount primarily attributable to Key Personnel or allowance, subject to the advance approval of the Director or designee for direct expenses. Reimbursable Expenses are shown in Schedule B2. Actual direct costs paid by Consultant for Variable Reimbursement Expenses shall be the basis of invoice to City, subject to the advance approval of the Director or designee as provided below. B5.03 AUTHORIZATION Both Recurring Reimbursements and estimates of Variable Reimbursements, as shown in Schedule B2, are to be identified Variable Reimbursement Expenses for all travel and per diem, miscellaneous items and any other item or category shall be subject to specific written advance approval of the Director or designee using forms provided to the Consultant subsequent to award of the Agreement. B5.04 DEFINITIONS and CATEGORIES Reimbursable Expenses are those items authorized by the City outside of or in addition to professional fees as identified in the Work Order and consist of actual expenditures made by the Consultant and the Consultant's employees, or Subconsultant, in the interest of the Work for the purposes identified below: B5.04-1 Travel And Per Diem Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses for Consultant's personnel are subject to the limitations of Section 112.061 Florida Statutes as amended. Meals for class C travel inside Miami -Dade or Broward County will not be reimbursed. Meals and lodging expenses will not be reimbursed for temporarily relocating Consultant's employees from one of Consultant's offices to another office if the employee is relocated for more than ten (10) consecutive Working days. Lodging will be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn. Governmental lodging or meals will not be reimbursed that result from travel within Miami -Dade, Broward or Palm Beach Counties. 85.04-2 Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These permit fees do not include those permits required to be paid by the construction Contractor. B5.04-3 Miscellaneous Reimbursable Expenses All other expenses as included in Schedule B2 or those otherwise requested in advance and approved in writing by the Director or designee are eligible for reimbursement as Variable Reimbursements. B5.05 REIMBURSEMENTS TO THE SUBCONSULTANTS Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant agreement provides for reimbursable expenses and when such agreement has been previously approved in writing by the Director and subject to all budgetary limitations of the City and requirements of ARTICLE B5 herein. ARTICLE Bfi COMPENSATION FOR REUSE OF PLATS AND SPECIFICATIONS B6.01 GENERAL It is understood that all Consultant agreements and/or Work Orders for new work will include the provision for the re -use of plans and specifications, including construction drawings, at the City's sole option, By virtue of signing this agreement they agree to a re -use in accordance with this provision without the necessity of further approvals, compensation, fees or documents being required and without recourse for such re -use, 32 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B m COMPENSATION SCHEDULE B1 -WAGE RATES SUMMARY Kimley-Horn and Associates, Inc. - Transportation Program Support Services 33 RFQ 15-16-028 ... __ Negotiated Burdened Burdened Personnel Name Job Classification Unloaded Hourly Rate 2.9 (Home) Hourly Rate 2.4 (Field) Hourly Rate Multiplier Multiplier Greg Kyle Program Coordinator $73.75 $213.88 I $177.00 Adrian Dabkowski; Stewart Project Manager $57.69 $167.30 $13$.46 Robertson; Rg Shanmu am, PE Juan S. Calderon, PE, PTP, PTOE Project Manager, Supelemental S_ ervices $55.00 $159.50 $132.00 Burt Baldo; Tom Farnan; Jamea Long; John McWilliams; Mark Sr. Engineer $57.00 $165.30 $136.80 Santos; Oracio Riccobono, PE; Jeannelia Liu, PE; Luis Monsalve, Sr. Engineer, $55.00 $159.50 $132.00 PE Supplemental Services Leo Almonte; Luis Cubas; Juan Jimenez; Seth Schmid; Edgar Project Engineer $47.00 $136.30 $112.80 Torres; Brett Wood; Carlos Perez, PE; Adriana Rodriguez, PE, PTOE Adnan ]small, PE _ Project Engineer, Supplemental Services $46.37 $134.47 $111.29 Matt Gibson; Ali Hanes; Omar Kanaan; Gabriela Ramierz; Ravi Engineer $38.28 $111.01 $91.87 Wi'esundera Reja Rabbi, EI; Juan C. Gonzalez, Engineer, Supplemental $32.25 $93.53 $77.40 E.I.; Stanley Williams Services Riney Amerson Designer $40.00 $116.00 $96.00 Michael Hernandez 'Designer, Supplemental $32.00 $92.80 $76.80 Services Jose Castaneda; Joshua Cockriel; Cory Dorman; Florian Johnson; Engineering Intern $29.00 $84.10 $69.60 Lisa Juan; Artem Strunnikov; Shuo Zhan , PhD, El Juan P. Romero, E9 Engineering Intern, 1 $28.00 $81.20 $67.20 Supplemental Services Clarence Eng; Jon Sewell Senior Planner $59.50 $172.55 $142.80 Vasu T. Persaud, PE, PTOE, Senior Planner, $40.87 $118,52 $98.09 AICP Supplemental Services Erin Gentle; Kim Misek; Jared Planner $37.00 $107.30 $88.80 Schneider; Pam Turner Lilian Fernandez, El Planner, Supplemental $26.00 $75.40 $62.40 Services Marcia Feldman _ Public Relations Specialist $47.38 $137.40 $113.71 David Goldmar; Lynn Kiefer Chief Environmental 1 $60.00 $174.00 $144.00 Engineer Brady Walker Senior Environmental i $43.28 $125.51 $103.87 Engineer Oliver Basse Environmental Engineer $30.06 $87.17 $72.14 Franklin Hernandez; Jose A. Gonzalez; Nkrumah A. Nelson Engineering Technician $20.50 $59.45 $49.20 Estrella Real Computer Surveyor $28.33 $82.16 $67.99 Jose Rives Principal Surveyor $41.93 $121.60 $100.63 Kimley-Horn and Associates, Inc. - Transportation Program Support Services 33 RFQ 15-16-028 ATTACHMENT B -- CCMPENSATICN SCHEDULE 131 - WAGE RATES SUMMARY (CONTINUED) Kimsey -Horn and Associates, Inc. - Transportation Program Support Services 34 RFQ 15-16-028 Negotiated Burdened i Burdened Personnel Name Job Classification Unloaded Hourly Rate 2.9 (Home) Hourly Rate 2.4 (Field) Hourly Rate Multiplier Multiplier Vivian Trujillo Utility Coordinator $24.60 $71.34 $59.04 Ashutosh Kumar Senior Planner, Modeling $59.50 $172.55 $142.80 Sujith Rapolu Senior Modeler $44.10 $127.89 $105.84 Tim Crobons Senior Planner, Transit $59.50 T $172.55 $142.80 Planning Adam Barnum Transit Planner $37.00 $_107.30 $88.80 Kevin Deal Counts Project Manager $30.28 $87.81 $72.67 Diana Leon Scheduling $16.44 $47.68 $39.46 Sean Moran Machine Technician $15.14 $43.91 $36.34 Jeffery Provencher Manual Turning Movement $20.76 $60.20 $49.82 Technician Christian Amis Quality Control $26.82 $77.78 $64.37 Jennifer Eppert; Shanda Layne; Katherine Cardenas; Aurora Clerical $16.21 $47.01 $38.90 Riccobono; Maria Montilla 3 Man Crew (Daily Burdened) $871.60 4 Man Crew (Daily Burdened} $1,072,80 Kimsey -Horn and Associates, Inc. - Transportation Program Support Services 34 RFQ 15-16-028 ATTACHMENT B - COMPENSATION SCHEDULE B2 - ESTIMATE OF REIMBURSABLE EXPENSE PRIMARY SERVICES VARIABLE REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 YEAR 3 YEAR 4 Notes Travel and Per Diem Perm it Fees Miscellaneous SUBTOTAL RECURRING REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 YEAR 3 YEAR. 4 Notes Travel and Per Diem Permit Fees Miscellaneous SUBTOTAL SUB CONSULTANTS (VARIABLE REIMBURSABLE) (Name) SUBTOTAL TOTAL PRIMARY Kimley-Horn and Associates, Inc. - Transportation urogram Support Services RFC} 15-16-028 ATTACHMENT 8 - COMPENSATION SCHEDULE B2 - ESTIMATE OF REIMBURSABLE EXPENSE SPECIALTY SERVICES - WORK ORDER 'I VARIABLE REIMBURSEMENT EXPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 YEAR 2 1 YEAR 3 YEAR 4 Notes Travel and Per Diem Permit fees Miscellaneous SUB -TOTAL RECURRING REIMBURSEMENT ExPENSES - MAXIMUM ANNUAL TOTALS Description YEAR 1 I YEAR 2 , YEAR 3 YEAR 4 Notes Travel and Per Diem Permit Fees Miscellaneous SUB -TOTAL SUB CONSULTANTS (VARIABLE REIMBURSABLE) (Name) I 1 i SUB -TOTAL TOTAL SPECIALTY TOTAL REIMBURSEMENT 36 Kimley-Morn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 ATTACHMENT B - COMPENSATION SCHEDULE B3 - EXPENSE VOUCHER TRANSPORTATION PROGRAM MANAGEMENT VARIABLE REIMBURSEMENT ADVANCE APPROVAL (For expense items other than travel) Consultant: Location Estimated Item Description Purpose Home Office Field Office (WIRC) Unit Qty Amt v Other office Submitted by: _ _ Date: Approved by: Date: 37 Kimley-Horn and Associates, Inc. - Transportation Program Support Services RFQ 15-16-028 n I ey,.))Horn Certificate of Secretary To Whom It May Concern: ! am the duly qualified and acting Secretary cf Kirnley-Horn and 'Assoc iatr s, Inc , a North Caroiina Corporation. The following is a true copy of a resolution duly adopted by the Board of Directors of the corporation at the Board meeting held on December 17, 2015 and entered in the minutes of such meeting its the minute book of the corporation. "The Board unanimously approved the contract signing authority of employees as presented.' (A copy of the employee lists as presented is enclosed.) The resolutlan is in conformity with the articles of incorporation and bylaws of the corporation, has never been modified or repealed, and is now in full force and effect. Dated: February 16, 2016 Richard N. Cook, Secretary (corporate seal),- ............... ... p�'f tt S 01 � ~.•5f E1: �p l rr[ hrarr'corir PO Sox 33059, Raleigh, NC 27636-3068 919 677 WOO CALIFORNIA LOS ANGELES DT Blume, Robert D. Phaneuf, Alyssa S. LOS ANGELES SFV Fares, Jean B. Kimley-Horn and Associates, Inc. FULL CONTRACT SIGNING AUTHORITY December 17, 2015 JACKSONVILLE Mecca, Joseph P. Roland, George E LAKELAND Bulloch, Keily B. Wilson, Mark E. OAKLAND MIAMI Dankberg, Adam J. Baldo, Burt L. Durrenberger, Randal R. Buchler, Aaron E ORANGE Adrian, Darren J. Ciandella, Serine A. Fares, George B. Hourigan, E. Vincent Kerry, Nicole M. Matson, Jason B. Phillips, Chad E. PLEASANTON Mowery, Michael C. Sowers, Brian E. SACRAMENTO Coppin, Thomas G. Melvin, Enda Squires, Christopher A. SAN DIEGO Barlow, Matthew T. Harry, Jennifer L. Kaltsas, Joseph D. Knapton, Michael J. Landaal, Dennis J. Podegracz, Anthony J. Ross, Michael S, SAN JOSE Hedayat, Leyla Venter Frederik J FLORIDA BOCA-DELRAY Schwartz, Michael F CORAL GABLES Fernandez, Jorge L FORT LAUDERDALE Alam, Mudassar M. Barnes, Roy R, Capelh, Jill A. Kyle, Gregory S. Ralay, Gary R. Saxena, K.K. OCALA Bryant, M. Lewis Busche, Richard V ORLANDO Chau, Hao T. Jackson, Jay R. Martin, Jonathan A. Mingonet, Milton S. Thigpen, Jonathan D SARASOTA Nadeau, Gary J. Schmid, Seth E. Stovall, Thomas M. TALLAHASSEE Barr, Richard R. Sewell, Jon S. TAMPA Campbell, David C. Gilner, Scott W. White, Wayne E. VERO BEACH Cave, Derrick B. Good, Brian A. Peed, Brooks H. Roberson, Kevin M WEST PALM BEACH Atz, John C. Bardt, David R. Cherry, Paul L. Ingram, Jerry W. Jackson, Kenneth W. Mufleh, Marwan H. Rapp, Bryan T. Schanen, Kevin M. Sumislaski, James M. Walthall, David W. MID -AMERICA CHICAGO DOWNTOWN Dvorak, Jr., William E Morton, Jr., Arthur J. CHICAGO SUBURBAN Antony, Dean M NEW YORK Nejad, Anush A. NORTHERN VIRGINIA Barber, Christopher G. Chavers, James T. Lefton, Steven E. Martin, Robert J. Murphy, Terence T. Sauro, Thomas J. Whyte, Richard D. Yarnal, Brian D. RICHMOND Brewer, Brian J. White, Timothy E TWIN CITIES Bishop, Mark C. Danielson, Paul B. Horn, Jon B. Leverett, Christopher C. Smalkoski, Brian R. VIRGINIA BEACH Carter, Erica V. Mackey, William F. Marscheider, Edward A. Nash, William A. Tewksbury, Carl F. MOUNTAIN DENVER Colvin, Scott W. Phelps, Randall J Rowe, Curtis D. Salvagio, Robin LAS VEGAS Ackeret, Kenneth W Colety, Michael D. MESA Margetts, Sterling T Marin, Laura S. PHOENIX Conrad, John R. Hermann, Michael J Kissinger, John C. Leistiko, David J. Mutfi, Brent H. Noon, Lisa K. Omais, Ahmad A. Pretorius, Petrus S. Purtle, Vicki L. Schiller, Michael G. Walnum, Nathan C. TUCSON Crowther, Brent C SOUTHEAST ALPHARETTA Fanney, Lawson H ATLANTA Rushing, Michael L Walker, John D. Wilson, Deborah L. ATLANTA MIDTOWN Fink, Kenneth L. Meador, Emily H. Montanye, Emmeline F Ross, Robert A. Stricklin, David L. Webb, Floyd C. CARY Adams, Richard C. Barber, Barry L. Byrd, Michael N. Cook, Richard N. Deans, Neil T. Dunzo, Mark W. Flanagan, Tammy L. McEntee, David L. Nuckols, Charles A. Rohrbaugh, Richard R. Venters, Samantha Voisin, William J. Wilson, Jon E. Wilson, Mark S. CHARLOTTE Blakley, Jr., Stephen W. Edwards, Matthew A. Hume, Robert M. Wilhelm, William R. MEMPHIS Collins, James F. Danley, Drake E. NASHVILLE Benditz, John F. Rhodes, Christopher D. RALEIGH -DOWNTOWN Burchett, Thomas F. Penny, H.D. TEXAS AUSTIN Boecker, Brian C. Van Leeuwen, Andrew DALLAS Burns, Gregory B. Hall, James R. Henigsman, Dean A. Hoppers, Kevin P. Nathan, Aaron W. Smith, Eric Z. Swindler, Roderick P. Wilshire, Roy L. FORT WORTH Arnold, Scott R. Gary, Glenn A. James, Jeffery FRISCO Brignon, Brit A. McCracken, Paul D. HOUSTON Frysinger, Chris V. Guillory, Michael B. LAS COLINAS Tribble, Guy B. Warren, Loy F. Kimley-Horn and Associates, Inc. STANDARD CONTRACT SIGNING AUTHORITY December 17, 2015 These persons have authority to sign contracts usirrg unmodified Kimley-Horn forms (not client -drafted contracts). CALIFORNIA LOS ANGELES DT Chakravarthy, Srikanth Choi, Michael LOS ANGELES SFV Wakenhut, Jonathan R OAKLAND Akwabi, Kwasi Dean, Felicia C. ORANGE Hoist, Tyler J. Melvin, M. Pearse PLEASANTON Pulliam, John E. Tsoi, Kevin K. SACRAMENTO Klein, Paul A. Weir, Matthew D. SAN DIEGO Espelet, Leonardo E. Hart, Patrick B Meyerhofer, Peter N. Sorenson, David K. Washkowiak, Michael S SAN JOSE Pittaiwala, Fareed S. Worthington -Forbes, Laura FLORIDA BOCA-DELRAY Spruce, Michael D FORT LAUDERDALE Falce, Christopher T. McWilliams, John J. Robertson, Stewart E. FORT MYERS Van Buskirk, Peter T JACKSONVILLE Schilling, William J. LAKELAND Lewis, Jason A MIAMI Collier, Julio A. ORLANDO Burkett, Leon F. Tate, Jr., S. Clif SARASOTA Waddill, William D. TALLAHASSEE Wetherell, Ryan S_ TAMPA Hatton, Christopher C VERO BEACH Kiefer, Michael E. Van Rens, Peter J. WEST PALM BEACH Fairchild, Angelina Heggen, Christopher W Potts, Jahn E. MID -AMERICA CHICAGO DOWNTOWN Lemmon, Peter CHICAGO SUBURBAN Heinen, Andrew N. Sjogren, Timothy INDIANAPOLIS Butz, Jr., William A. NORTHERN VIRGINIA Elman, Paul D. Kauppila, John L. Papazian, Edward Y. Stevens, Ross S. RICHMOND Ellington, David B. Lickliter, Ashley C. Musarra, Salvatore J TWIN CITIES Coyle, Daniel J. Henderson, Benjamin J Lincoln, Thomas J. Matzek, William D. Pertzsch, Jerry D. Witzig, Jeanne M. VIRGINIA BEACH Chambers, Jon S. Collins, Carroll E. France, William D. Jucksch, Rebecca R Miller, Edward W. Royal, Jack R. MOUNTAIN DENVER Krell, Gabriel M. Steder, Matthew C. Turner, Meaghan M Valentine, Brian W. LAS VEGAS Moles, Richard A. MESA Grandy, Michael L. PHOENIX Burgess, Lisa M. Burns, Leslie D. Delmarter, Michael L Haney, Stephen E. Nerby, Michael A. Perillo, Adam C. RENO O'Brien, Molly M TUCSON Solis, Richard P SOUTHEAST ALPHARETTA Hamilton, James R West, Brian B. ATLANTA Newton, Gary T. Nix, Christopher J. ATLANTA MIDTOWN House, Jeffrey T. Strychalski, Raymond P CARY Horn, Ross M. Moore, Jeffrey W. Reed, Elizabeth A. Robinson, Larry D. Rivenbark, Jeremy A CHARLOTTE Hampton, Eric C. Shelton, Michael A. Watts, Austin L. COLUMBIA Guy, Jonathan R. DURHAM DOWNTOWN Lewellyn, Earl R. MEMPHIS Monroe, Kenneth W. NASHVILLE Coode, David A. Dufour, Zachary J. McMaster, Ryan RALEIGH -DOWNTOWN Bishop, Peter A. Bostic, Christopher O. Cochran, Adam P. Hachem, Stephanie L. Sutter, Karl V. TEXAS BRYAN/COLLEGE STATION Harris, Joseph C. DALLAS Galloway, Steven D. Gaskey, Kevin S. Kacir, Kent C. Lucas, Matthew A. Underwood, Sarah M. Williamson, Sarah T. FORT WORTH Morales, Hugo FRISCO Dickey, Kyle A. Harris, Mark E. Millner, Daniel C. HOUSTON Freeman, Jr., Steven C. Frysinger, Ashley M. Gillis, Brian R. Kirkland, Mark R. LAS COLINAS Delmotte, Ryan M. MCKINNEY Riccardi, Joseph C. SAN ANTONIO Cox, B. Matthew Holscher, Nicholas F. Client#: 25320 KIMLHORN ACOR& CERTIFICATE OF LIABILITY INSURANCE DATE (MMtD0fYY'YY) 1211312016 THIS CERTIFICATE IS ISSUED AS A MATTER Of INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in Hou of such endorsoment(s). PRODUCER Greyling Ins. Brokerage/EPIC 3780 Mansell Road, Suite 370 Alpharetta, GA 30022 877 908-5619 NAOIyEpCT ,.ferry Noyola PHONE 770-552-4225 FAX $88.550„4082 AnARE Ext:Arc, Na: AODRIyss: jerry.noyola@greyling.Dom INSURERIS) AFFORDING COVERAGE NAIL p ___ _ INSURER A: National Union Fire Ins. Co. 19445 INSURED _ ' INSURER B: Commerce & Industry Ins. Co. 19410 Kirnley-Morn and Associates, Inc. INSURER c -;-New Hampshire Ins. Co. 23841 P.O. Box 33068 INSURER D: Lloyds of London 085202 Raleigh, NC 27636 - INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:. 16-17 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POt [CIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. TN LTR LTR TYPE OF INSURANCE INSR I I'D SUB NND POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MM/DDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY 5268169 D41011120113 041011201 T EACH OCCURRENCE S1,000,000 CLAIMS -MADE O OCCUR _ ,� PREIIIS SQ aExcur encs]$500 1 000 XI Contractual Liab. MED EXP (Any one person) 525,000 PERSONAL & ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s2,000,000 POLICY nX JECT L"J LOC PRODUCTS - COMPlOPAGG $2,000,000 _ S OTHER: A AUTOMOBILE LIABILITY 4489663 410112016 041011201° _ ode°SING E LIMIT $1,000,000 BODILY INJURY (Per person) 5 ANY AUTO ALL OWNED f SCHEDULED AUTOS AUTOS BODILY INJURY (Pet accident) $ DAMAGE $AUTOS Peraccident IX HPREDAUTOS X NON-OWNEDPROPERTY S B X; UMBRELLA LIAa X OCCUR BE013778306 410112016 0410112017 EACH OCCURRENCE $5000,000 AGGREGATE � � ^-- $5000000 EXCESS LIAB CLAIMS MADE DEO I X RETENTION $10 OOO $ C WORKERS COMPENSATION AND EMPLOYERS' LIABTITY AND ANY PROPRIETORIPARTNERIEXECUTIVE YIN OFFICER/MEMBER EXCLUDED? O N t A 15893685 (AOS) 4101/2016 04/01/2017 PER )OTH- X _I -F_ E,L EACH ACCIDENT 51 000,000 . E.L, D17 SEASE - EA EMPLOYE=E $1,000,000_ A (Mandatory In NH) 15893686 (CA) 0410112016 0410112017. Res, descnbe under DESCRIPTION OF OPERATIONS balm E.L. DISEASE - POLICY LIMIT 1 $1,000,000 D Professional Liab P070831600 410112016 0410112017 Per Claim $2,000,000 j Aggregte $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Re: RFQ 15-16-D28; Transportation Program Support Services; Project #0422581xx; Adrian Dabkowski. The City of Miami is named as an Additional insured with respects to General & Automobile Liability where required by written contract, Waiver of Subrogation is applicable where required by written contract & allowed by law. The above referenced liability policies with the exception of professional liability are primary & non contributory where required by written contract. Should any of the above described policies be cancelled by (See Attached Descriptions) IEa City of Miami Office of Transportation Management Risk Mgmt. 444 SW 2nd Avenue 8th Floor Miami, FL 33130 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988.2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) 1 of 2 The ACORD name and logo are registered marks of ACORD #S6160991M461305 JNOY1 DESCRIPTIONS (Continued from Page 1) the issuing insurer before the expiration date thereof, 30 days' written notice (except 10 days for nonpayment of premium) will be provided to the Certificate Holder, SAGITTA 25.3 (2614101) 2 of 2 #S6160991M461305 POLICY NUMBER: 5268169 COMMERCIAL GENERAL LIABILITY CG 20 33 04 13 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - AUTOMATIC STATUS WHEN REQUIRED IN CONSTRUCTION AGREEMENT WITH YOU This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART A. Section fi - Who Is An Insured is amended to include as an additional insured any person or organization for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an addi- tional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by: 1. Your acts or omissions;. or 2. The acts or omissicns of those acting on your behalf; in the performance of your ongoing operations for the additional insured. However, the insurance afforded to such additional insured; 1. Only applies to the extent permitted by law; and 2. Will not be broader than that which you are required by the contract or agreement 10 provide for such additional insured. A person's or organization's status as an addi- tional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional ex- clusions apply: This insurance does not apply to: 1. "Bodily injury", "property damage" or "personal and advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: a. The preparinfj, approving, or failing to prepare or approve, maps, si7cp drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or b. Supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrong- doing in the supervision, hiring, employment, training or monitoring of others by that insured, if the "occurrence" which caused the "bodily in- jury" or "property damage", or the offense which caused the "personal and advertising injury", involved the rendering of or the failure to render any professional architectural, engineering or surveying services. 2_ "Bodily injury" or "property damage" occurring after: a. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or b. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. C. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: The most we will pay on behalf of the additional insured is the amount of insurance: CG 20 33 04 13 k;: Insurance Services Office, Inc., 2012 Page 1 of 2 0 1. Required by the contract or agreement you Insurance shown in the Declarations; have entered into with the additional whichever is less. insured; or This endorsement shall not increase the 2. Available under the applicable Limits of applicable limits of Insurance shown in the Declarations. Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 33 04 13 0 POLICY NUMBER: 5268169 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE (Name Of Additional Insured Person(s) Or Organization[sj Location And Description Of Completed Operations R ORGANIZATION PER THE CONTRACT OR AGREEMENT, ME OBLIGATED I GATED AN ADDITIONAL INSURED FAGREEMENT F ANY CONTRACT OR HAVE ENTERED INTO. Information required to complete this Schedule, if not shown above, will be shown in the DeciaraVons. A. Section If - Who Is An Insured is amended to include as an additional insured the person(s) or organizationfs) shown in the Schedule, but only with respect to liability for "bodily injury" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products -completed operations hazard" - However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law: and 2. If coverage provided to the additional insured is required by a contract or agree- ment, the insurance afforded to such addi- tional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III - Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown in the Decla- rations. CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 7 of 1 E)