HomeMy WebLinkAboutBack-Up DocumentsCITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To : Nzeribe Ihekwaba, P.E., PhD.
Assistant City Manager
FROM:
StefiC.amson
Director, Office of Capital Improvements
DATE: August 14, 2019 FILE :
SUBJECT: Capacity Increase to the
Miscellaneous
Civil Engineering Services
WSP USA, Inc.
REFERENCES:
ENCLOSURES: RFQ 16-17-063
By this memorandum, the Office of Capital Improvements ("OCI") is requesting authorization
to present to City Commission for the renewal and capacity increase to the Professional
Services Agreement (PSA) for WSP USA, Inc. (hereafter "engineering firm"), authorized
pursuant to Request for Qualifications RFQ 16-17-063 for the provision of Miscellaneous Civil
Engineering Services, to increase the contract capacities of said PSA by $250,000.00 for
engineering firm, for a total contract capacity of $1,250,000.00.
Backqround
On December 18, 2017, the Department of Procurement ("Procurement") issued RFQ No. 16-
17-063 — Civil Engineering Services for Miscellaneous Projects, under full and open
competition to obtain civil engineering services. On January 29, 2018, the RFQ closing date,
twenty-five (25) proposals were received in response to the RFQ. Subsequently, the proposals
were reviewed by Procurement staff, upon which all twenty-five (25) proposals were deemed
responsive and responsible in accordance with the minimum and submission requirements of
the RFQ. On April 12, 2018, the Evaluation Committee completed the evaluation of the twenty-
five (25) proposals and recommended the twenty (20) top-ranked responsive and responsible
Proposers, for award. Execution of the twenty (20) PSAs were completed.
Article 2.05 of the General Conditions of the PSA, Compensation, limits the compensation
payable to the engineering firms to an amount not to exceed $500,000, respectively, unless
approved by action of the City Commission and put into effect by a written amendment to the
PSA executed by all parties. The PSA further stipulated that no new work orders can be issued
to the engineering firms that would result in the existing approved compensation limits to be
exceeded.
On March 12, 2019, the Office of Capital Improvements ("OCI") recommended a capacity
increase for nineteen (19) Consultants by $500,000, thereby increasing a total Compensation
Limit from $500,000 to an amount not -to -exceed $1,000,000 each.
On May 23, 2019, The City Commission adopted Resolution R-19-0204 on, increasing the
contract capacity for Civil Engineering Services for Miscellaneous Projects RFQ No. 16-17-063
for an additional $500,000, not to exceed $1,000,000.
August 14, 2019
Capacity- Increase to the WSP, Miscellaneous Civil Engineering Services
Page 1 2
The firm is actively rendering professional consulting services on various City horizontal
projects for complete planning and design services, permitting, construction documents, and
post -construction design management services. Presently, there are over 100 active civil
engineering projects being managed by OCI which vary in size and complexity. Many of the
consulting firms that render professional consulting services to the City for Environmental
Engineering, Construction Engineering Inspection, and Surveying and Mapping require the
prime consultant to be one of the civil engineering consulting firms.
The engineering firm is currently providing services associated with the concept plan and
business planning for the 1-395 Open Space and Mobility Project 40-13193621 "The Project".
The Project is a multi-year partnership with the Florida Department of Transportation "FDOT"
for the conceptual planning, and construction of the 1-395 Open Space and Mobility
Connectivity Plan. On February 28, 2019 The City of Miami Commission approved R-19-0083
a Memorandum of Understanding ("MOU") with FDOT outlining the City's areas of
responsibility and scope of work. As per the MOU with FDOT, the City assumes the planning,
operation, maintenance, and governance of thirty-three (33) acres of open space that will run
underneath the project. The Project will have a direct economic impact to residents, business
owners, and tourists, by increasing open space spanning downtown Miami and various
Community Redevelopment Areas. The capacity increase is needed to maintain project
services, and consistency through completion of the project.
To fulfill the funding needs for the current and future projects, additional funding to increase
the capacities of the PSA with the engineering firm authorized pursuant to RFQ 16-17-063 is
required. Therefore, OCI seeks to increase the contract capacity of said PSA currently under
contract from the approved $1,000,000.00 capacity to a new contract capacity of
$1,250,000.00 for WSP USA, Inc.
Nz b6e Ihekwaba P.E., PhD.
Assistant City Manager
Approved ❑ Denied
EC:
Sandra Bridgeman, Assistant City Manager
Annie Perez, Director, Procurement
ernando Ponassi, Assistant Director, Procurement
Hector Badia, Assistant Director, OCI
Jorge Mora, Assistant Director, OCI
Lai -Wan McGinnis, Budget/Financial Reporting Administrator, OMB
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
7�'t fi
CITY OF MIAMI
OFFICE OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Civil Engineering Services for Miscellaneous Projects
Contract Type Miscellaneous Services
Consultant WSP USA, Inc.
TABLE OF CONTENTS
ARTICLE1 DEFINITIONS.....................................................................................................................
5
ARTICLE 2 GENERAL CONDITIONS...................................................................................................7
2.01
TERM..........................................................................................................................................................7
2.02
OPTIONS TO EXTEND..............................................................................................................................7
2.03
SCOPE OF SERVICES..............................................................................................................................7
2.04
SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS
(Formerly referred to
as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331, codified as
Section18-87(P), City Code.....................................................................................................................................7
2.05
COMPENSATION.......................................................................................................................................7
ARTICLE3 PERFORMANCE................................................................................................................8
3.01
PERFORMANCE AND DELEGATION.......................................................................................................8
3.02
REMOVAL OF UNSATISFACTORY PERSONNEL...................................................................................8
3.03
CONSULTANT KEY STAFF......................................................................................................................8
3.04
TIME FOR PERFORMANCE......................................................................................................................8
3.05
STANDARD OF CARE...............................................................................................................................8
ARTICLE 4 SUBCONSULTANTS.........................................................................................................9
4.01
GENERAL..................................................................................................................................................9
4.02
SUBCONSULTANT RELATIONSHIPS......................................................................................................9
4.03
CHANGES TO SUBCONSULTANTS.........................................................................................................9
ARTICLE5 DEFAULT...........................................................................................................................9
5.01
GENERAL.........................................................................................................
.................................... .....9
6.02
CONDITIONS OF DEFAULT......................................................................................................................9
6.03
TIME TO CURE DEFAULT; FORCE MAJEURE........................................................................................9
ARTICLE 6 TERMINATION OF AGREEMENT...................................................................................10
6.01
CITY'S RIGHT TO TERMINATE...............................................................................................................10
6.02
CONSULTANT'S RIGHT TO TERMINATE..............................................................................................10
6.03
TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT.........................................................10
ARTICLE 7 DOCUMENTS AND RECORDS.......................................................................................10
7.01
OWNERSHIP OF DOCUMENTS................................................................................
.............................10
7.02
DELIVERY UPON REQUEST OR CANCELLATION...............................................................................11
7.03
REUSE BY CITY.....................................................................................................................................11
7.04
NONDISCLOSURE...................................................................................................................................11
7.05
MAINTENANCE OF RECORDS; PUBLIC RECORDS............................................................................11
7.06
E-VERIFY.................................................................................................................................................12
ARTICLE8 INDEMNIFICATION..........................................................................................................12
ARTICLE9 INSURANCE.....................................................................................................................12
9.01
COMPANIES PROVIDING COVERAGE..................................................................................................13
9.02
VERIFICATION OF INSURANCE COVERAGE.......................................................................................13
9.03
FORMS OF COVERAGE..........................................................................................................................13
9.04
MODIFICATIONS TO COVERAGE..........................................................................................................13
ARTICLE10 MISCELLANEOUS..........................................................................................................14
10.01
AUDIT RIGHTS; INSPECTION.................................................................................................................14
10.02
ENTIRE AGREEMENT.............................................................................................................................14
10.03
SUCCESSORS AND ASSIGNS...............................................................................................................14
10.04
TRUTH -IN -NEGOTIATION CERTIFICATE..............................................................................................14
10.05
APPLICABLE LAW AND VENUE OF LITIGATION.................................................................................14
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
10.06
NOTICES..................................................................................................................................................14
10.07
INTERPRETATION...................................................................................................................................15
10.08
JOINT PREPARATION............................................................................................................................16
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..................................................................................................................................17
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
10.19
ADDITIONAL TERMS AND CONDITIONS..............................................................................................18
ATTACHMENT A - SCOPE OF WORK.....................................................................................................22
ARTICLEAl GENERAL.........................................................................................................................22
A1.01
SCOPE OF SERVICES..........:.................................................................................................................22
A1.02
WORK ORDERS......................................................................................................................................22
A1.03
PAYMENTS..............................................................................................................................................22
ARTICLE A2 OVERVIEW OF CIVIL ENGINEERING SERVICES.........................................................22
A2.01
DEVELOPMENT OF OBJECTIVES.........................................................................................................23
A2.02
ANALYTICAL REVIEW............................................................................................................................23
A2.03
SCHEMATIC DESIGN..............................................................................................................................23
A2.03
DESIGN DEVELOPMENT.......................................................................................................................24
A2.05
CONSTRUCTION DOCUMENTS............................................................................................................24
A2.06
BIDDING AND AWARD OF CONTRACT...............................................................................................25
A2.07
ADMINISTRATION OF THE CONSTRUCTION CONTRACT..................................................................26
A2.08
TIME FRAMES FOR COMPLETION OF PROJECT................................................................................28
ARTICLE A3 ADDITIONAL SERVICES.................................................................................................28
A3.01
GENERAL................................................................................................................................................28
A3.02
EXAMPLES..............................................................................................................................................29
A3.03
ADDITIONAL DESIGN.............................................................................................................................29
ARTICLE A4 REIMBURSABLE EXPENSES.........................................................................................29
A4.01
GENERAL................................................................................................................................................29
A4.02
SUBCONSULTANT REIMBURSEMENTS...............................................................................................30
ARTICLE A5 CITY'S RESPONSIBILITIES................................................................................................30
A5.01
PROJECT AND SITE INFORMATION.....................................................................................................30
A5.02
CONSTRUCTION MANAGEMENT..........................................................................................................30
SCHEDULEAl
- SUBCONSULTANTS.................................................................................................................31
SCHEDULEA2
- KEY STAFF................................................................................................................................31
ATTACHMENT B - COMPENSATION AND PAYMENTS.........................................................................33
ARTICLE
B1 METHOD OF COMPENSATION..........................................................................................
33
81.01
COMPENSATION LIMITS........................................................................................................................33
B1.02
CONSULTANT NOT TO EXCEED...........................................................................................................33
ARTICLEB2 WAGE RATES..................................................................................................................33
B2.01
FEE BASIS...............................................................................................................................................33
B2.02
EMPLOYEES AND JOB CLASSIFICATIONS.........................................................................................33
82.03
MULTIPLIER............................................................................................................................................33
B2.04
CALCULATION........................................................................................................................................33
B2.05
EMPLOYEE BENEFITS AND OVERHEAD.............................................................................................34
B2.06
ESCALATION...........................................................................................................................................34
ARTICLE
B3 COMPUTATION OF FEES AND COMPENSATION..............................................................
34
B3.01
LUMP SUM...............................................................................................................................................34
B3.02
HOURLY RATE FEES..............................................................................................................................34
B3.03
REIMBURSABLE EXPENSES.................................................................................................................34
B3.04
FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES...........................................................................35
B3.05
FEES FOR ADDITIONAL SERVICES......................................................................................................35
83.06
PAYMENT EXCLUSIONS........................................................................................................................35
B3.07
FEES RESULTING FROM PROJECT SUSPENSION.............................................................................35
ARTICLE
B4 PAYMENTS TO THE CONSULTANT..............................................................................35
B4.01
PAYMENTS GENERALLY.......................................................................................................................35
84.02
FOR COMPREHENSIVE BASIC SERVICES...........................................................................................36
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
84.03 BILLING — HOURLY RATE......................................................................................................................36
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES...................................36
B4.05 DEDUCTIONS............................................:.............................................................................................36
ARTICLE B5 REIMBURSABLE EXPENSES.........................................................................................36
85.01 GENERAL................................................................................................................................................36
85.02 REIMBURSEMENTS TO THE SUBCONSULTANTS..............................................................................37
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS ...........................37
B6.01 GENERAL................................................................................................................................................37
SCHEDULE B1 — WAGE RATES SUMMARY........................................................................................................38
SCHEDULE B2 — CONSULTANT INVOICE............................................................................................................39
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 4
CITY OF MIAMI
I a .. OFFICE OF CAPITAL IMPROVEMENTS
'. PROFESSIONAL SERVICES AGREEMENT
Service Category Civil Engineering Services (RFQ No. 16-17-063)
Contract Type Miscellaneous Services
Consultant WSP USA, Inc.
Consultant Office Location 7650 Corporate Center Drive, Suite 300, Miami, FL, 33126
City Authorization Section 18-87, City of Miami City Code
Agreement Number 16-„:�,O'71-�
THIS AGREEMENT made this 10day of I"�5 • in the year 2018 by and between
THE CITY OF MIAMI, FLORIDA, hereinafter called the "City," and WSP USA, Inc., hereinafter
called the "Consultant.”
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No. 16-17-063 on December
18, 2017 for the provision of Civil Engineering Services for Miscellaneous Projects (`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. The Solicitation
Documents are deemed as being attached hereto and incorporated by reference herein as
supplemental terms, providing, however, that in the event of any conflicts(s) or inconsistencies
with the terms of this Agreement, this Agreement shall control and supersede any such
conflicts(s).
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act, hereinafter referred to as "CCNA"),
and the applicable provisions of the City Procurement Ordinance, 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
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work defined as such in a Work Order, secured in compliance with
Florida Statutes and City Code.
1.02 Attachments means the Attachments to this Agreement which are expressly incorporated by
reference and made a part of this Agreement as if set forth in full.
1.03 Base Fee means the amount of compensation mutually agreed upon for the completion of Basic
Services.
1.04 Basic Services means those services designated as such in a Work Order,
1.05 City Commission means the legislative body of the City of Miami.
1.06 City Manager means the duly appointed chief administrative officer of the City of Miami.
1.07 City or Owner means the City of Miami, Florida, a Florida municipal corporation, the public agency
which is a party hereto and for which services under this Agreement are to be performed. In all
respects hereunder, the City's performance is pursuant to the City's position as the Owner of the
Project. In the event the City exercises its regulatory authority as a governmental body, the exercise
of such regulatory authority and the enforcement of any rules, regulations, codes, laws and
ordinances shall be deemed to have occurred pursuant to the City's authority as a governmental
body and shall not be attributable in any manner to the City as a party to this Agreement. The City of
Miami shall be referred to herein as "City For the purposes of this Agreement, "City" without
modification shall mean the City Manager.
1.08 Commission means the legislative body of the City of Miami.
1.09 Consultant means the individual, partnership, corporation, association, joint venture, or any
combination thereof, of properly registered professional architects, or engineers, or surveyors and
mappers, as applicable, which has entered into this Agreement to provide professional services to
the City.
1.10 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.
1.11 Department means or refers to the City of Miami's Office of Capital Improvements ("OCI") formerly
known as Capital Improvements and Transportation Program ("CITP").
1.12 Director means the Director of the 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 Capital Improvements or their designee.
1.13 Errors means items in the plans, specification or other documents prepared by the Consultant that
are shown incorrectly, which results in a change to the Services and results in the need for the
Contractor to perform rework or additional work or which causes a delay to the completion of
construction.
1.14 Errors and Omissions means design deficiencies in the plans, specifications or other documents
prepared by the Consultant, which must be corrected in order for the project to function or be built as
intended.
1.15 Inspector means an employee of the City or of a consulting firm hired by the City and assigned by
the City to make observations of Work performed by a Contractor.
1.16 Notice to Proceed ("NTP) means the same as "Authorization to Proceed." A duly authorized written
letter or directive issued by the Director or Project Manager acknowledging that all conditions
precedent have been met and/or directing that the Consultant may begin work on the Project.
1.17 Omissions means items that are not shown or included in the plans, specifications, or other
documents prepared by the Consultant which are necessary for the proper and/or safe operation of
the Project or required to meet the Scope of Services.
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
1.18 Primary Services means those Services considered by City to be fundamental to the successful
management of the Project as stated in the RFQ, and in Attachment A of this Agreement.
1.19 Project Manager means an employee or representative of the City assigned by the Director to
manage and monitor Work to be performed under this Agreement or the construction of a project as
a direct representative of the City.
1.20 Program means the City's multi-year Capital Improvements and Transportation Programs, prepared
on an annual basis that details the planned financial resources and implementation schedule and
strategies for the City's capital projects over a five (5) year period.
1.21 Project means the design, construction, alteration and/or repair, and all services and incidentals
thereto, of a City facility as contemplated and budgeted by the City. The Project or Projects shall be
further defined in the Scope of Services and/or Work Order issued pursuant to this Agreement.
1.22 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.
1.23 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 shall control. In the event
of any conflict between the Consultant's response to the RFQ and this PSA, this PSA shall control.
In the event of any conflict between this PSA and its attachments this PSA shall control.
1.24 Resolution means the document constituting the official approval of the City Commission as required
for the City Manager to execute this Agreement, or increase the Project Budget, among other matters.
1.25 Risk Management Administrator means the City's Risk Management Director, or their designee, or
the individual named by the City Manager to administer matters relating to insurance and risk of loss
for the City.
1.26 Scope of Services or Services means a comprehensive description of the activities, tasks, design
features, objectives, deliverables and milestones required for the completion of a Project or an
assignment with sufficient detail to allow a reasonably accurate estimation of resources necessary
for its completion.
1.27 Small Business Enterprise ("SBE") formerly referred to as 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
Consultant as required pursuant to City Code Section 18-87.
1.28 Subconsultant means a person or organization of properly registered professional architects,
engineers, registered surveyor or mapper, and/or other professional specialties that has entered into
a written agreement with the Consultant to furnish specified professional services for a Project or
task.
1.29 Wage Rates means the effective direct expense to the Consultant and/or the Subconsultant, on an
hourly rate basis, for employees in the specified professions and job categories assigned to provide
services under this Agreement that justify and form the basis for professional fees regardless of actual
manner of compensation.
1.30 Work means all services, materials and equipment provided by/or under this Agreement with the
Consultant.
1.31 Work Order means a document internal to the City which authorizes the performance of specific
professional services for a defined Project or Projects.
1.32 Work Order Proposal means a document prepared by the Consultant, at the request of the City for
Services to be provided by the Consultant on a specific phase of a Project.
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT i
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM
The term of this Agreement shall be for two (2) years commencing on the effective date hereof. This
specified term is intended for administrative and budget control purposes and is not to be considered or
interpreted as a time limitation.
2.01-1 Extension of Expiration Date
In the event the Consultant is engaged in any Project(s) on the Agreement expiration date, then this
Agreement shall not expire and shall remain in effect until completion or termination of said
Project(s). No new Work Orders shall be issued after the expiration date. The City reserves the right
to automatically extend this Agreement for up to one hundred twenty (120) calendar days beyond the
stated contract term, in order to provide City departments with continual service while a new agreement
is being solicited, evaluated, and/or awarded. If the right is exercised, the City shall notify the
Consultant, in writing, of its intent to extend the Agreement at the same terms and conditions for a
specific number of days. Additional extensions over the first one hundred twenty (120) day extension
may occur, if, the City and the Consultant are in mutual agreement of such extensions. Extensions
shall comply with applicable approvals and regulations.
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
periods of one (1) year each, subject to continued satisfactory performance as determined by the Director,
and to the availability and appropriation of funds. City Commission's authorization of this Agreement
includes delegation of authority to the City Manager to administratively approve said extensions provided
that the compensation limits set forth in Article 2.05 are not exceeded.
2.03 SCOPE OF SERVICES
The Consultant agrees to provide the Services as specifically described and under the special terms and
conditions set forth in Attachment A, Scope of Work, attached hereto (to be determined), which is
incorporated into and made a part of this Agreement.
2.04 SMALL BUSINESS ENTERPRISE ("SBE") PARTICIPATION REQUIREMENTS (Formerly
referred to as COMMUNITY BUSINESS ENTERPRISE ("CBE"), REQUIREMENTS ORDINANCE 13331,
codified as Section 18-87(p), City Code.
Prospective Firms must (shall) adhere to the following requirements:
1) Assign a minimum of fifteen percent (15%) of the contract value to firms currently certified
by Miami -Dade County as a Small Business Enterprise ("SBE"), formerly referred to as
Community Business Enterprise ("CBE"), in good standing;
2) Place a specific emphasis on utilizing local small businesses from within the City's
municipal boundaries.
For information on the SBE requirements, visit the Miami -Dade County, Internal Services Department
website at: hftr)://www.miamidade.qov/smallbusiness/certification-programs.asp. Failure to adhere to these
requirements will cause the firm to be disqualified as nonresponsive or at a subsequent time cause the
Agreement to be canceled.
2.05 COMPENSATION
2.05-1 Compensation Limits
The amount of compensation payable by the City to the Consultant shall generally be a lump sum not
to exceed fee, based on the rates and schedules established in Attachment B, Compensation and
Payments, attached hereto, which is incorporated into this Agreement; provided, however, that in no
event shall the amount of compensation exceed Five Hundred Thousand Dollars ($500,000.00) in
total over the term of the Agreement and any extension(s), unless explicitly approved by action of the
City Commission or City Manager, as applicable, and put into effect by written amendment to this
Agreement. The City may, in its sole and absolute discretion, use other compensation methodologies.
The City shall not have any liability nor will the Consultant have any recourse against the City for any
compensation, payment, reimbursable expenditure, cost, or charge beyond the compensation limits of
this Agreement, as it may be amended from time to time. This Agreement, as amended and/or
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
renewed, is subject to the compensation limits set forth in 287.055, Florida Statutes, Consultant's
Competitive Negotiation Act, for Continuing Contracts.
2.05-2 Pavments
Unless otherwise specifically provided in Attachment B, Compensation and Payments, payment
shall be made in accordance with Florida Statute Chapter 218, Part VII, Local Government Prompt
Payment Act, after receipt of the Consultant's invoice, which shall be accompanied by sufficient
supporting documentation and contain sufficient detail, to constitute a "Proper Invoice" as defined by
Section 218.72 (8), Florida Statutes, and to allow a proper audit of expenditures, should the City require
one to be performed. If the Consultant is entitled to reimbursement of travel expenses, then all bills
authorized and approved for travel expenses shall be submitted in accordance with Section 112.061,
Florida Statutes. The Consultant shall utilize Attachment B, Scheduled 62 - Consultant Invoice, for
the submission of invoices.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Services to be performed hereunder shall be performed bythe 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.
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
Director or their designee may make written requests to the Consultant for the prompt removal and
replacement of any personnel employed or retained by the Consultant, or any Subconsultants, or any
personnel of any such Subconsultants engaged by the Consultant to provide and perform Services or Work
pursuant to the requirements of this Agreement. The Consultant shall respond to the City within fourteen
(14) calendar days of receipt of such request with either the removal and replacement of such personnel or
written justification as to why that may not occur. All decisions involving personnel will be made by the
Consultant. Such request shall solely relate to the work of said employees under this Agreement.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that the Consultant was selected by the City, in part, 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 approval
from the Director or their designee to change or add to Key Staff. The Consultant shall provide Director, or
their designee with information required to determine the suitability of proposed new Key Staff. Director will
act reasonably in evaluating Key Staff qualifications. Such approval shall not constitute any responsibility
or liability for the individual's ability to perform.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder upon receipt of a Notice to Proceed (NTP) issued by the
Director or their designee and to complete each assignment, task or phase within the time stipulated in the
NTP. Time is of the essence with respect to performance of Work under this Agreement.
A reasonable extension of the time for completion of various assignments, tasks or phases may be granted
by the City should there be a delay on the part of the City in fulfilling its obligations under this Agreement
as stated herein. Such extension of time shall not be cause for any claim by the Consultant for additional
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 Chapter 61 G1 and Chapter 481 of the
Florida Statutes, as amended. Consultant shall perform due diligence, in accordance with best industry
practices, in gathering information and inspecting a Project site. prior to the commencement of design.
Consultant shall be responsible for the professional quality, technical accuracy and coordination of all
designs, drawings, specifications, and other Services furnished by the Consultant under this Agreement.
Consultant shall correct or revise any negligent acts, errors, omissions, and/or deficiencies in its designs,
drawings, specifications or other Services without additional compensation. Consultant shall also be liable
for claims for delay costs, and any increased costs in construction, including but not limited to additional
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work, demolition of existing work, rework, etc., to the extent resulting from any negligent acts, errors,
omissions, and/or deficiencies in its surveys, maps, designs, drawings, specifications or other Services.
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant, as defined in Article 1.28, Subconsultant is a firm that was identified as part
of the consulting team during the competitive selection process by which the Consultant was chosen
to perform the Services under this Agreement, and as such, is identified and listed in Attachment A,
Schedule Al - Subconsultants attached hereto and incorporated herein by reference.
4.01-2 A Specialty Subconsuftant is a person or organization that has, with the consent of the Director,
entered into a written agreement with the Consultant to furnish unique and/or specialized professional
services necessary for a project or task described under Additional Services, Such Specialty
Subconsultant shall be in addition to those identified in Attachment A, Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 All services provided by the Subconsultants shall be performed pursuant to appropriate written
agreements between the Consultant and the Subconsultants, which shall contain provisions that
preserve and protect the rights of the City under this Agreement.
4.02-2 Nothing contained in this Agreement shall create any contractual or business relationship
between the City and the Subconsultants. The Consultant acknowledges that the Subconsultants are
entirely under his direction, control, supervision, retention and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not add to, modify, or change the Subconsultants listed in Attachment A, Schedule
Al without prior written approval by the Director or designee, in response to a written request from the
Consultant stating the reasons for any proposed change.
ARTICLE 5 DEFAULT
5.01 GENERAL
If the Consultant fails to comply with any term or condition of this Agreement or any other Agreement it has
with the City, or fails to perform any of its obligations hereunder, then the Consultant shall be in Default.
Upon the occurrence of a default hereunder the City, in addition to ail 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. In the event of Default, the City
may also suspend or withhold reimbursements to the Consultant until such time as the actions giving rise
to default have been cured.
5.02 CONDITIONS OF DEFAULT
A finding of Default and subsequent termination for cause may include, without limitation, any one or more
of the following:
5.02-1 The Consultant fails to obtain or maintain the professional engineering certification/ licensure,
insurance or bonding herein required.
5.02-2 The Consultant fails to comply, in a substantial or material sense, with any of its duties under
this Agreement, with any terms or conditions set forth in this Agreement or in any agreement it has with
the City, beyond the specified period allowed. to cure such Default.
5.02-3 The Consultant fails to commence the Services within the time provided or contemplated
herein, or fails to complete the Work in a timely manner as required by this Agreement.
5.03 TIME TO CURE DEFAULT; FORCE MAJEURE
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The City, through the Director or designee, shall provide written notice to the Consultant as to a finding of
Default, and the Consultant shall take all necessary action to cure said Default within the time stipulated in
said notice, after which time, the City may terminate the Agreement. The City, at its sole and absolute
discretion, may allow additional days to perform any required cure if the Consultant provides written
justification deemed reasonably sufficient. If the Default has not been corrected by the Consultant within
the time specified, the Agreement may be automatically terminated on the last day of the time stipulated in
said notice, without the necessity of any further action by the City.
Should any such failure on the part of the Consultant be due to a condition of Force Majeure as that term
is interpreted under Florida law, 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 City Manager or the Director, has the right to terminate this Agreement for any
reason or no reason, upon ten (10) business day's written notice. Upon termination of this Agreement, all
charts, sketches, studies, drawings, and other 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 within ten (10) business days of termination. Failure to timely
deliver the documentation shall be cause to withhold any payments due without recourse by the Consultant
until all documentation is delivered to the Director or designee.
6.01-1 The Consultant shall have no recourse or remedy from any termination made by the City except
to receive and retain the fees, and allowable costs or reimbursable expenses, earned as compensation
for the Services that were performed in complete compliance with the Agreement, as full and final
settlement of any claim, action, demand, cost, charge or entitlement it may have, or will, have against
the City, its officials or employees.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this Agreement, in writing, for cause following breach by
the City, if breach of contract has not been corrected within sixty (60) calendar days from the date of the
City's receipt of a written statement from the Consultant specifying the City's breach of its duties under this
Agreement. Consultant shall give the City prior written notice in the manner provided herein specifying the
City's breach and afford the City sixty (60) calendar days to cure.
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT
The Consultant warrants that it has not employed or retained any company or person, other than a bona
fide employee working solely for the Consultant to solicit or secure this Agreement and that he or she has
not paid or agreed to pay any person, company, corporation, individual, or firm, other than a bona fide
employee working solely for the Consultant any fee, commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of this provision, the City shall have the right to terminate the Agreement without
liability and, at its discretion, to recover from the Consultant the full amount of any and all fees, commissions,
percentages, gifts, or other consideration paid to undisclosed lobbyists or agents.
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps, computer files, and/or reports prepared or obtained
under this Agreement, as well as all data collected, together with summaries and charts derived therefrom,
including all electronic digital copies, will be considered works made for hire and will, based on incremental
transfer wherein the above shall become the property of the City upon payments made to the Consultant
or termination of this Agreement without restriction or limitation on their use, and will be made available, on
request, to the City at any time during the performance of such services and/or upon completion or
termination of this Agreement. The Consultant shall not copyright any material and products or patent any
invention developed under this Agreement. The City shall have the right to visit Project sites for inspection
of the work and the products of the Consultant at any time. The Consultant shall be permitted to retain
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copies, including reproducible copies, solely for information and reference in connection with the City's use
and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR CANCELLATION
Failure by the Consultant to promptly deliver all such documents, both hard copy and digital, to the Director
or designee within ten (10) business days of cancellation, or within ten (10) business days of request by
the City, shall be just cause for the City to withhold payment of any fees due the Consultant until the
Consultant delivers all such documents. The Consultant shall have no recourse from these requirements.
7.03 RE -USE BY CITY
It is understood that all Consultant Agreements and/or Work Orders for new work will include the provision
for the re -use of surveys, maps, plans, specifications, and other Consultant work products, at the City's sole
option, and, by virtue of signing this Agreement, the Consultant agrees to such re -use in accordance with
this provision without the necessity of further approvals, compensation, fees or documents being required
and without recourse for such re -use. The Consultant will not be liable for re -use by the City of plans,
documents, studies, or other data for any purpose other than that intended by the terms and conditions of
this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, the Consultant agrees not to divulge, furnish, or make available to any third
person, firm or organization, without Director's or their designee's prior written consent, or unless incident
to the proper performance of the Consultant's obligations hereunder, or in the course 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, and Subconsultants to comply with the provisions of this paragraph.
7.05 MAINTENANCE OF RECORDS; PUBLIC RECORDS
The Consultant shall keep adequate records and supporting documentation, which concern or reflect its
Services hereunder. Records subject to the provisions of the Public Records Law, Florida Statutes Chapter
119, shall be kept in accordance with the applicable statutes. Otherwise, the records and documentation
shall be retained by the Consultant for a minimum of three (3) years from the date of termination of this
Agreement or the date the Project is completed, whichever is later. The City, or any duly authorized agents
or representatives of the City, shall have the right to audit, inspect, and copy all such records and
documentation as often as they deem necessary during the period of this Agreement and during the three
(3) year period noted above, provided, however, such activity shall be conducted only during normal
business hours.
Consultant shall additionally comply with Section 119.0701, Florida Statutes, including without limitation:
(1) Keep and maintain public records required by the City to perform the service; (2) upon request from the
City's custodian of public records, provide the City with a copy of the requested records or allow the records
to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this
chapter or as otherwise provided by law, (3) ensure that public records that are exempt or confidential and
exempt from public records disclosure requirements are not disclosed except as authorized by law for the
duration of the contract term and following completion of the contract if the contractor does not transfer the
records to the City; (4) upon completion of the contract, transfer, at no cost, to the City all public records in
possession of the contractor or keep and maintain public records required by the City to perform the service.
If the contractor transfers all public records to the City upon completion of the contract, the contractor shall
destroy any duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the contractor keeps and maintains public records upon completion of the
contract, the contractor shall meet all applicable requirements for retaining public records. All records stored
electronically must be provided to the City, upon request from the City's custodian of public records, in a
format that is compatible with the information technology systems of the City.
IF THE CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO
THIS AGREEMENT, CONTACT THE DIVISION OF PUBLIC RECORDS AT
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(305) 416-1800, VIA EMAIL AT PUBLICRECORDS(iEPMIAMIGOV.COM,
OR REGULAR MAIL AT CITY OF MIAMI OFFICE OF THE CITY
ATTORNEY, 444 SW 2ND AVENUE, '9TH FL, MIAMI, FL 33130. THE
CONSULTANT MAY ALSO CONTACT THE RECORDS CUSTODIAN AT
THE CITY OF MIAMI DEPARTMENT WHO IS ADMINISTERING THIS
CONTRACT.
7.06 E -VERIFY
Consultant shall utilize the U.S. Department of Homeland Security's E -Verify system to verify the
employment eligibility of all new employees hired by the Consultant during the term of the Agreement and
shall expressly require any Subconsultant performing work or providing services pursuant to the Agreement
to likewise utilize the U.S. Department of Homeland Security's E -Verify system to verify the employment
eligibility of all new employees hired by the Subconsultant during the Agreement term.
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The Consultant shall indemnify, hold harmless, save and defend the City, its officers, agents, directors,
instrumentalities, agencies, and/or employees from all liabilities, damages, losses, judgments, and costs,
including, but not limited to reasonable attorney's fees, to the extent caused by the negligence,
recklessness, negligent act or omission, or intentional wrongful misconduct of Consultant and persons
employed or utilized by Consultant in the performance of services under this Contract. Consultant shall,
further, hold the City, its officials and/or employees, harmless for, and defend the City, its officials and/or
employees against, any civil actions, statutory, contractual, tort, strict liability, or other claims, actions,
injuries or damages arising or resulting from the permitted work. 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 reasonably satisfactory to the City Attorney. The Consultant expressly
understands and agrees that any insurance protection required by this Agreement or otherwise provided
by the Consultant shall in no way limit the responsibility to indemnify, keep and save harmless and defend
the City or its officers, employees, agents and instrumentalities as herein provided.
The indemnification provided above shall obligate the Consultant to defend, at its own expense, to and
through appellate, supplemental or bankruptcy proceedings, or to provide for such defense, at the City's
option, against any and all claims of liability and all suits and actions of every name and description which
may be brought against the City, in connection with services performed by the Consultant or persons
employed or utilized by Consultant.
This indemnity shall survive the cancellation or expiration of this Agreement. This indemnity shall be
interpreted under the laws of the State of Florida, including without limitation and interpretation, which
conforms to the limitations of Section 725.06 and/or Section 725.08, Florida Statutes, as applicable.
The Consultant shall require all Subconsultant agreements to include a provision that they shall indemnify
the City.
The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims
which may result from any actions or omissions of the Consultant in which the City participated either
through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any
submissions by the Consultant or other acts of the Consultant, the City in no way assumes or shares any
responsibility or liability of the Consultant or Sub -Consultant under this Agreement.
Ten dollars ($10) of the payments made by the City constitute separate, distinct, and independent
consideration for the granting of this Indemnification, the receipt and sufficiency of which is voluntarily and
knowingly acknowledged by the Consultant.
ARTICLE 9 INSURANCE
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The Consultant shall not start Services under this Agreement until the Consultant has obtained and
provided to the City all insurance required hereunder and the City's Risk Management Administrator or their
authorized designee, has approved such insurance.
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator. All companies shall have a Florida resident agent and
be rated at least A(X), in accordance with A.M. Best Company's Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE COVERAGE
The Consultant shall furnish certificates of insurance to the Risk Management Administrator for review and
approval prior to the execution of this Agreement. The Certificates shall clearly indicate that the Consultant
has obtained insurance of the type, amount and classification required by these provisions, 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) calendar days of the change.
The Consultant shall furnish copies of insurance policies pertaining to this Agreement to Risk Administrator
within ten (10) business days of written request.
9.03 FORMS OF COVERAGE
9.03-1 Commercial General Liabilitv and Automobile Liability,
The Consultant shall maintain commercial general liability coverage written on a primary and non-
contributory basis, with limits of at least $1,000,000.00 per occurrence, $2,000,000.00 aggregate for
bodily injury and property damage. The coverage shall include Premises and Operations, Contingent
and Contractual Liability, and Products and Completed Operations, with additional endorsements as
applicable. Waiver of Subrogation applies in favor of the certificate holder.
The coverage shall be written on a primary and non-contributory basis with the City listed as an
additional insured as reflected by endorsement CG 2010 11/85 or its equivalence. Notice of cancellation
should read thirty (30) calendar days and ten (10) business days for nonpayment.
9.03-2 Business Automobile
The Consultant shall provide business automobile liability coverage including coverage for all owned,
hired and non -owned autos with a minimal combined single limit of $1,000,000.00 naming the City as
an additional insured with respect to this coverage. Notice of cancellation should read thirty (30)
calendar days and ten (10) business days for nonpayment.
9.03-3 Professional Liability Insurance
The Consultant shall maintain Professional Liability Insurance including Errors and Omissions coverage
in the minimum amount of $1,000,000.00 per claim, $1,000,000.00 aggregate providing for all sums
which the Consultant shall be legally obligated to pay as damages for claims arising out of the services
performed by the Consultant or any person employed by the Consultant in connection with this
Agreement. This insurance shall be maintained for at least one (1) year after completion of the
construction and acceptance of any project covered by this Agreement. Coverage must reference the
retroactive date.
9.03-4 Worker's ComDensation Insurance
The Consultant shall maintain Worker's Compensation Insurance in compliance with Florida Statutes,
Chapter 440, as amended, and Employee's Liability with a minimum limit of $500,000.00 each
occurrence.
9.03-5 Subconsultant Compliance
The Consultant shall ensure that all Subconsultants comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or their authorized designee reserves the right to require modifications, increases,
or changes in the required insurance requirements, coverage, deductibles or other insurance obligations
by providing a thirty (30) calendar day written notice to the Consultant in accordance with Article 10.06,
Notices, herein. The Consultant shall comply with such requests unless the insurance coverage is not then
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readily available in the national market, and may request additional consideration from the City
accompanied by justification.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS; INSPECTION
The City reserves the right to audit the Consultant's accounts during the performance of this Agreement
and for three (3) years after final payment under this Agreement. The Consultant agrees to furnish copies
of any records necessary, in the opinion of the Director, to approve any requests for payment by the
Consultant. The inspection and audit provisions provided for City contracts set forth in Section 18-101 and
Section 18-102 of the City Code, are applicable to this Agreement and are deemed as being incorporated
by reference herein.
10.02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to time, represents the entire and integrated agreement
between the City and the Consultant and supersedes all prior negotiations, representations or agreements,
written or oral. This Agreement may not be amended, changed, modified, or otherwise altered in any
respect, at any time after the execution hereof, except by a written document executed with the same
formality and equal dignity herewith. Waiver by either party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of a breach of any other provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be transferred pledged, sold, delegated or assigned, in whole
or in part, by the Consultant without the written consent of the City, acting by and through its City
Commission. It is understood that a sale of the majority of the stock or partnership shares of the Consultant,
a merger or bulk sale, an assignment for the benefit of creditors shall each be deemed transactions that
would constitute an assignment or sale hereunder requiring prior City approval.
The Consultant's services are unique in nature and any assignment, sale transference without City
Commission approval shall be cause for the City to terminate this Agreement. The Consultant shall have
no recourse from such termination. The City may require bonding, other security, certified financial
statements and tax returns from any proposed assignee and the execution of an assignmentlassumption
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 NTP. The original Project price and
any addition thereto will be adjusted to exclude any significant sums by which the City determines the
project price was increased due to inaccurate, incomplete or non-current wage rates and other factual unit
costs. All such price adjustments will be made within one (1) year following the end of the Project.
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
This Agreement shall be interpreted and construed in accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any party, concerning this Agreement, or arising out of this
Agreement, shall be brought in Miami -Dade County, Florida. Each party shall bear its own attorney's fees
except in actions arising out of the Consultant's duties to indemnify the City under Article 8, Indemnification,
herein where the Consultant shall pay the City's reasonable attorney's fees in the event the City must
maintain an action to enforce the duty to indemnify the City.
10.06 NOTICES
Whenever either party desires to give notice unto the other, such notice must be in writing, sent by
electronic mail, and registered United States mail, return receipt requested, addressed to the party for
whom it is intended at the place last specified; and the place for giving of notice shall remain such until it
shall have been changed by written notice in compliance with the provisions of this paragraph. For the
present, the parties designate the following as the respective places for giving of notice:
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For Citv of Miami:
Emilio T. Gonzalez, Ph.D.
City Manager
Office of the City Manager
City of Miami
444 S.W. 211d Avenue, 101h Floor
Miami, Florida 33130-1910
Email: ETGonzalez @..miamiaov.com
Phone: 305-416-1025
Annie Perez, CPPO
Director
Department of Procurement
City of Miami
444 S.W. 2nd Avenue, 6th Floor
Miami, Florida 33130-1910
Email: annienerezCa.miamigov.com
Phone: 305-416-1910
Victoria Mendez
City Attorney
Office of the City Attorney
City of Miami
444 S.W. 2nd Avenue, 9th Floor
Miami, Florida 33130-1910
Email: victoriamendevDmiamiaov.com
Phone: 305-416-1832
With Copies to:
Steven C. Williamson
Director
Office of Capital Improvements
City of Miami
444 S.W. 2nd Avenue, 8th Floor
Miami, Florida 33130-1910
Email: SWilliamsonO.miamiaov.com
Phone: 305-416-1225
For Consultant:
Ronald Colas, PE, SI
Vice President, Senior Area Manager
WSP USA, Inc.
7650 Corporate Center Drive, Suite 300
Miami, FL
Email: ronald.colas(5-).wso.com
Phone: 305-514-3167
10.07 INTERPRETATION
The language of this Agreement has been agreed to by both parties to express their mutual intent and no
rule of strict construction shall be applied against either party hereto. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this Agreement shall include the other gender, and the
singular shall include the plural, and vice versa, unless the context otherwise requires. Terms such as
"herein," "hereof," "hereunder," and "hereinafter" refer to this Agreement as a whole and not to any
sentence, paragraph, or section where they appear, unless the context otherwise requires. Whenever
reference is made to a Section or Article of this Agreement, such reference is to the Section or Article as a
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whole, including all of the subsections of such Section, unless the reference is made to a subsection or
subparagraph of such Section or Article.
10.08 JOINT PREPARATION
Preparation of this Agreement has been a joint effort of the City and the Consultant and the resulting
document shall not, solely as a matter of judicial construction, be construed more severely against one of
the parties than any other.
10.09 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any term, statement, requirement, or provision of any exhibit
attached hereto, any document or events referred to herein, or any document incorporated into this
Agreement by reference and a term, statement, requirement, or provision of this Agreement, the term,
statement, requirement, or provision contained in this Agreement shall prevail and be given effect.
10.10 MEDIATION -WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to resolve conflict which may arise during the course of the
design and /or construction of the subject project(s), and/or following the completion of the projects(s), the
parties to this Agreement agree all disputes between them shall be submitted to non-binding mediation
prior to the initiation of litigation, unless otherwise agreed in writing by the parties. A certified Mediator, who
the parties find mutually acceptable, will conduct any Mediation Proceedings in Miami -Dade County, State
of Florida. The parties will split the costs of a certified mediator on a 50/50 basis. The Consultant agrees to
include such similar contract provisions in the agreements with all Subconsultants and/or independent
contractors retained for the project(s), thereby providing for non-binding mediation as the primary
mechanism for dispute resolution. Each party shall bear their own attorney's fees.
In an effort to expedite the conclusion of any litigation the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising under this Agreement.
10.11 TIME
Time is of the essence in this Agreement. Consultant shall promptly perform its duties under this Agreement
and Work Orders pursuant hereto, and will give the Work as much priority as is necessary to cause the
Work to be completed on a timely basis in accordance with this Agreement. All Work shall be performed
strictly (not substantially) within the time limitations necessary to maintain the critical path and all deadlines
established in this Agreement and/or Work Orders pursuant hereto.
10.12 COMPLIANCE WITH LAWS
The Consultant shall comply with all applicable laws, codes, ordinances, rules, regulations and resolutions
including, without limitation, the Americans with Disabilities Act ("ADA"), as amended, and all applicable
guidelines and standards in performing its duties, responsibilities, and obligations related to this Agreement.
The Consultant represents and warrants that there shall be no unlawful discrimination as provided by law
in connection with the performance of this Agreement.
10.12-1 Non -Discrimination
The City warrants and represents that it does not and will not engage in discriminatory practices and
that there shall be no discrimination in connection with the Consultant's performance under this
Agreement on account of race, color, gender, religion, age, handicap, marital status, national origin, or
sexual orientation. The Consultant further covenants that no otherwise qualified individual shall, solely
by reason of their race, color, gender, religion, age, handicap, marital status, national origin or sexual
orientation, be excluded from participation in, be denied services, or be subject to discrimination under
any provision of this Agreement.
10.12-2 OSHA Compliance
The Consultant warrants that it will comply with all safety precautions as required by federal, state and
local laws, rules, regulations and ordinances. The City reserves the right to refuse the Consultant's
access to City property, including project jobsites, if the Consultant's employees are not properly
equipped with safety gear in accordance with OSHA regulations or if a continuing pattern of non-
compliance with safety regulations is exhibited by the Consultant.
10.12-3 ADA Compliance
The Consultant shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any work; labor or services funded by the City,
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including Titles I and 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 or affiliation between the parties. The Consultant has no authority to bind the
City to any promise, debt, default, contract liability, or undertaking of the Consultant.
10.14 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion of the Director or the Director's authorized designee.
10.15 RESOLUTION OF CONTRACT DISPUTES
The Consultant understands and agrees that all disputes between it and the City based upon an alleged
violation of the terms of this Agreement by the City shall be submitted for resolution in the following manner.
The initial step shall be for the Consultant to notify the Project Manager in writing of the dispute and submit
a copy to the City of Miami personnel identified in Article 10.06, Notices.
Should the Consultant and the Project Manager fail to resolve the dispute the Consultant shall submit their
dispute in writing, with all supporting documentation, to the Director of OCI, as identified in Article 10.06,
Notices. Upon receipt of said notification the Director of OCI shall review the issues relative to the dispute
and issue a written finding.
Should the Consultant and the Director of OCI fail to resolve the dispute the Consultant shall submit their
dispute in writing within five (5) calendar days to the Director of Procurement. Failure to submit such appeal
of the written finding shall constitute acceptance of the finding by the Consultant. Upon receipt of said
notification, the Director of Procurement, shall review the issues relative to the dispute and issue a written
finding.
The Consultant must submit any further appeal in writing within five (5) calendar days to the City Manager.
Failure to submit such appeal of the written finding shall constitute acceptance of the finding by the
Consultant. Appeal to the City Manager for their resolution, is required prior to the Consultant being entitled
to seek judicial relief in connection therewith. Should the amount of compensation hereunder exceed
$500,000.00, the City Manager's decision shall be approved or disapproved by City Commission. The
Consultant shall not be entitled to seek judicial relief unless:
(i) it has first received City Manager's written decision, approved by City Commission if applicable, or
(ii) a period of sixty (60) calendar days has expired after submitting to the City Manager a detailed
statement of the dispute, accompanied by all supporting documentation, or a period of (90)
calendar days has expired where the City Manager's decision is subject to City Commission
approval; or
(iii) The City has waived compliance with the procedure set forth in this section by written instrument(s)
signed by the City Manager.
10.16 INDEPENDENT CONTRACTOR
The Consultant has been procured and is being engaged to provide services to the City as an independent
contractor, and not as an agent or employee of the City. Accordingly, the Consultant shall not attain, nor be
entitled to, any rights or benefits under the Civil Service or Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified employees. The Consultant further understands that Florida
Workers' Compensation benefits available to employees of the City are not available to the Consultant, and
agrees to provide workers' compensation insurance for any employee or agent of the Consultant rendering
services to the City under this Agreement. The City is not a guarantor of any debt or obligation of the
Consultant and the Consultant has no ability to bind the City in this regard.
10.17 CONTINGENCY CLAUSE
Funding for this Agreement is contingent on the availability of funds and continued authorization for program
activities and this Agreement is subject to amendment or termination due to lack of funds, reduction of
funds and/or change in regulations, upon thirty (30) calendar days' notice.
10.18 THIRD PARTY BENEFICIARY
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
The Consultant and the City agree that it is not intended that any provision of this Agreement establishes a
third -party beneficiary giving or allowing any claim or right of action whatsoever by any third party under
this Agreement.
10.19 ADDITIONAL TERMS AND CONDITIONS
If a PSA or other Agreement was provided by the City and included in this solicitation for the project(s), no
additional terms or conditions which materially or substantially vary, modify or alter the terms or conditions
of this Agreement, in the sole opinion and reasonable discretion of the City, will be considered. Any and all
such additional terms and conditions shall have no force or effect and are inapplicable to this PSA or other
Agreement.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST:
Signa r
Pr/nt Name, Title
ATTEST:
Cons ultanVgecre ary
(Affirm Consultant Seal, if available)
ATTEST:
Todd B. Hannzn;"I:�ity Clerk,,-`/ .
APPROVED AS
REQUIREMENT
Ann Marie
Risk Many
harpe, Director
?ment D partment
WSP USA
Signature
�v t�Ao
Print Name,
(Corporate Seal)
e
CITY OF MIAMI, a municipal corporation of the
State of Florida
4
lEmil' Gonzalez Ph.D. Cit Manager
> Y
APPROVED AS TO LEGAL FORM AND
CO RECTNESS: 1
V''oris a Mendez, Cit Attorne
Y Y
m
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
UNITED STATES OF AMERICA
STATE OF NEW YORK ) ss
COUNTY OF NEW YORK )
I, Meghan Soto, Notary Public in and for the above-mentioned State and County, certify
that on the 13`h day of July 2018, personally appeared before me Cary M. Siegel, a
resident of Brooklyn, New York, USA and that as an Assistant Secretary of RVSP USA
Inc. he is duly authorized to sign the attached Assistant Secretary Certificate.
Sworn (or Affirmed) to before
me this 13`h day of July 2018.
N tary Publi
MEGHAN G. SOTO
NOTARY PUBLIC -STATE OF NEW YORK
No.01506369996
Qualified in Suffolk County
Certificate Filed in New York County
MY Commission Expires 01-22-2022
WSP USA INC.
ASSISTANT SECRETARY CERTIFICATE
I, Cary M, Siegel, Assistant Secretary of WSP USA Inc. (the
"Corporation"), do hereby certify on behalf of the Corporation and not in my
individual capacity that on June 1, 2015 the Board of Directors of the Corporation
adopted the following resolution:
"RESOLVED, that parties authorized by the Delegation of Authority may
sign RFPs, RFQs and any resulting project contracts or amendments in
accordance with the Delegation of Authority."
I further certify that the resolution has not been revoked and that, as a
Vice President and Area Manager of the Corporation, Ronald M. Colas is
authorized by the Delegation of Authority to sign the Professional Services
Agreement for Civil Engineering Services (RFQ No. 16-17-063), by and between
the City of Miami, Florida and the Corporation.
Csry M. Siegel
Assistant Secretary
July 13. 2018
Date
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
CERTIFICATE OF AUTHORITY
(IF CORPORATION OR LLC)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under
the laws of the State of held on the _day of a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the
corporation and providing that their execution thereof, attested by the secretary of the corporation,
shall be the official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of . Directors of
, a partnership organized and existing under
the laws of the State of held on the _day of a resolution
was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements on behalf of the
partnership and provides that their execution thereof, attested by a partner, shall be the official
act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Partner:
Print:
Names and addresses of partners:
Name Sheet Address City State Zip
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CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing this
Agreement is authorized to sign documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign this Agreement and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) individually and doing
business as (d/b/a) (if Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of
20
Signed:
Print:
NOTARIZATION
STATE OF
) SS:
COUNTY OF
The foregoing instrument was acknowledged before me this day of
, 20 , by , who is personally known
to me or who has produced as identification and who (did /
did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
Civil Engineering Services for Miscellaneous Projects
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive civil engineering services for the City of Miami (City), including
but not limited to; project management, complete planning and design services, programming, pavement
analysis surveying, roadway analysis, geotechnical, options evaluations, public meetings, detailed
assessments and recommendations, cost estimates, opinions of probable construction cost, review of work
prepared by Subconsultants and other consultants; field investigations and observations, construction
contract administration, post design services, preparation of bid and construction documents, provide
recommendations and construction documents and other related civil engineering services as needed for
completed and permitted project(s) as assigned by the City. Consultant shall provide professional Civil
Engineering Services for project(s) for which Consultant was selected in accordance with Section 287.055
Florida Statutes, as amended, otherwise known as the Consultants' Competitive Negotiations Act (CCNA).
A1.01 SCOPE OF SERVICES
The Consultant agrees to provide comprehensive professional civil engineering services in accordance with
all applicable laws, building and environmental regulations, including the Florida Building Code and the City
of Miami, Florida, Code of Ordinances, and as set forth in this Agreement and further enumerated in a Work
Order. Consultant may be required to perform all or some of the services described in this Agreement,
depending on the needs of the City for the project(s). Consultant shall furnish, as Basic Services,
comprehensive professional civil engineering services for the project(s).
The Work shall include planning and complete engineering design services, construction documents,
construction administration, and various reports for roadway reconstruction or resurfacing; drainage
improvements; storm water management; sea level rise and resilience; swale restoration; curbs, gutters,
sidewalks, and lighting improvements; landscaping; traffic calming devices; seawalls and baywalks;
signage and striping; verification of City's Pavement Analysis Report within the project(s) area; digital
recording of existing conditions in the project(s) area; research 311 calls for various complaints; and any
surrey, geotechnical, and utility coordination required to produce complete sets of signed and sealed
construction documents, specifications and estimate of probable construction costs for the Work.
A1.02 WORK ORDERS
When OCI has determined that a specific phase of a Project is to proceed, the Director or authorized
designee will request in writing, a Work Order Proposal from the Consultant based on the proposed Scope
of Services provided to the Consultant in writing by the Director or designee. The Consultant and Director
or designee, and others if appropriate, may have preliminary meetings, if warranted, to further define the
Scope of Services and to resolve any questions. The Consultant shall then prepare a Work Order Proposal
following the format provided by the City, indicating the proposed Scope of Services, time of performance,
staffing, proposed fees, Subconsultants, and deliverable items and/or documents.
The Director or designee may accept the Work Order Proposal as submitted, reject the Work Order
Proposal, or negotiate revisions to the Work Order Proposal. Upon acceptance of a Work Order Proposal
OCI will prepare a Work Order that will be reviewed by OCI staff and the Director or designee. OCI will
issue a written Notice to Proceed (NTP) after approval of the Work Order by the Director or designee.
A1.03 PAYMENTS
The City will pay the Consultant in accordance with provisions and limitations of Attachment B,
Compensation and Payments. No payment will be made for the Consultant's time or services in
connection with the preparation of any Work Order Proposal or for any Work done in the absence of an
executed Work Order, NTP and/or Purchase Order.
ARTICLE A2 OVERVIEW OF CIVIL ENGINEERING SERVICES
Consultant agrees to provide complete civil engineering services as set forth in the tasks enumerated
hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county and City,
Florida, Laws, Codes and Ordinances. Consultant shall maintain an adequate staff of qualified personnel
on the project(s) at all times to ensure its performance as specified in this Agreement.
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Consultant shall submit one (1) electronic set of all documents and seven (7) copies of documents required
under Article A2, without additional charge, for review and approval by the City. Consultant shall not
proceed with the next task of the Work until the documents have been approved, in writing, by City, and a
Notice to Proceed with the next task has been issued by City.
Consultant is solely responsible for the technical accuracy and quality of their Work as defined by best
industry practices. Consultant shall perform all Work in compliance with Florida Administrative Code
Chapter 61G15 and Chapter 471 of the Florida Statutes. Consultant shall perform due diligence, in
accordance with best industry practices, in gathering information and inspecting a Project site prior to the
commencement of the Work. Consultant shall be responsible for the professional quality, technical accuracy
and coordination of all measurements, dimensions, designs, drawings and specifications, included in the
Services furnished by the Consultant under this Agreement. Consultant shall, without additional
compensation, correct or revise any negligent acts, errors, omissions, and/or deficiencies in its all
measurements, dimensions, designs, drawings and specifications, included in the 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 acts errors,
omissions, and/or deficiencies in its measurements, dimensions, designs, drawings and specifications
included in the Services.
A2.01 DEVELOPMENT OF OBJECTIVES
A2,01-1 Consultant shall confer with representatives of City, the Project Manager, and other
jurisdictional agencies to develop several options for how the various elements of the project(s) will
be designed and constructed.
A2.01-2 Consultant shall, utilizing a compilation of available documentation, confer with
representatives of City, the Project Manager, and other jurisdictional agencies in order to
comprehensively identify aspects of the completed facility program that may require further
refinement to attain the requisite detail of design development required to begin the creation of
Construction Documents. For clarity of scope, the items that need further development will be
called Conceptuals and the remaining items will be called Designs.
A2.01-3 Consultant shall prepare written descriptions of the various options and shall participate
in presentations to multiple groups explaining alternative options. Sufficient detail shall be provided
to support the presentation materials.
A2.01-4 Consultant shall hire the appropriate subcontractor to provide civil engineering services
which are not in-house. Surveys shall include the location of all site structures including all utility
structures and facilities. Consultant shall also engage a soil testing firm to perform soil borings and
other tests required for new construction work. The extent to which this Work will be needed shall
be based on the surveying and soil borings performed previously by the City. Cost of the surveyor
and soil engineering firm shall be billed as reimbursable expenses.
A2.02 ANALYTICAL REVIEW
Consultant shall verify the City's Pavement Analysis Report within the Project area; digitally record existing
conditions in the Project area; research 311 calls for various complaints, especially drainage complaints;
and digitally record the Project area during significant rain events.
A2.03 SCHEMATIC DESIGN
A2.03-1 Recommended Course of Action Consultant shall prepare and present, in writing, for
approval by the Project Manager, a Recommended Course of Action (RCA) for the areas
comprising the Project. The RCA shall include, but is not limited to:
1.Street name limits.
2. Recommended remediation efforts to bring the subject street up to a minimum "good" rating as
outlined in the Citywide Pavement Analysis Survey.
3.A detailed cost estimate for design and construction that maximize the number of streets that
would be upgraded from poor to at least good.
4.A design and construction schedule for the recommended Course of Action.
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A2.03 DESIGN DEVELOPMENT
From the approved RCA, Consultant shall prepare and present the following in writing;
1.The design parameters to be used for each street being improved (i.e., reconstruction, milling and
resurfacing, etc.).
2.The submittal requirements for each street.
3. The final cost estimate for design and construction.
A2.05 CONSTRUCTION DOCUMENTS
From the approved Design Development Documents, Consultant shall prepare for written approval by City,
Final Construction Documents setting forth all design drawings and specifications needed to comprise a
fully biddable, permittable, constructible Project.
Consultant shall produce 30%, 60%, 90% and Final Construction Documents for review and approval by
City, which shall include the following:
1.A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings
not included in the 30%, 60%, 90% and Final review shall be noted. Consultant shall attach an
index of all anticipated drawing sheets necessary to fully define the Project.
2.The updated Project Development Schedule to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
3.An updated Statement of Probable Construction Cost in CSI format.
4. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit City to award a Construction Contract within the
limit of the budgeted amount.
5.A Project Specifications index and Project Manual with at least 30%, 60%, 90% and Final of the
Specifications completed. Documents submittal shall also include all sections of Divisions "0" and
6. Consultant shall include, and will be paid for, City -requested alternates outside of the established
Project scope or that are not constructed due to a lack of funds. No fee will be paid by City in
connection with alternates required by the failure of Consultant to design the Project within the
Fixed Limit of Construction Cost.
7. Consultant shall provide an index of all submittals required by the Contractor that clearly identifies
submittals for which the Contractor shall be responsible for design.
8.Consultant shall submit the special or supplemental terms and conditions separate from the
technical specifications.
9.Consultant shall not proceed with further construction document development until approval of
the 30% documents is received in writing from City. Approval by City shall be for progress only
and does not relieve Consultant of its responsibilities and liabilities relative to code compliance
and to other covenants contained in this Agreement. Consultant shall resolve all questions
indicated on the documents and make all changes to the documents necessary in response to
the review commentary. The 30% Documents review (check) set shall be returned to City upon
submission of 60% complete Construction Documents and Consultant shall provide an
appropriate response to all review comments noted on these previously submitted documents.
Of the seven (7) copies to be provided, the Consultant shall submit four (4) full size copies of the drawings
and specifications, and one digital copy in .pdf format.
A2.05-1 Maximum Cost Limit Prior to authorizing the Consultant to proceed with preparation of
Construction Document Development, the City shall establish and communicate to the Consultant,
a maximum sum for the cost of construction of the Project ("Maximum Cost Limit'). If the City has
not advertised for bids within ninety (90) days after the Consultant submits the Final Design to the
City, the estimate of the cost of construction shall be adjusted by Consultant. Notwithstanding
anything above to the contrary, the City may require the Consultant to revise and modify
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Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the
City if all responsive and responsible bids received exceed ten (10%) percent of the Maximum Cost
Limit.
A2.05-2 Dry Run Permitting The Consultant shall file and follow-up for approval of building permits
at the earliest practicable time during the performance of the Work, for approval by City. County,
State and/or Federal authorities having jurisdiction over the Project by law or contract with the City,
and shall assist in obtaining any such applicable certifications of permit approval by such authorities
prior to approval by OCI of the final set and printing of the Construction Documents. The Consultant
shall promptly, at any time during the performance of the Work hereunder, advise the City of any
substantial increases in costs set forth in the Statement of Probable Construction Cost.
Upon completion of dry run permitting, Consultant shall provide as part of the seven (7) copies to
be submitted, five (5) full size sealed copies of the drawings and specifications. Consultant shall
also provide digital versions of the drawings in .dwg, .pit, and .pdf formats. The specification
additional terms and conditions shall be provided in both .pdf and .doc formats.
A2.06 BIDDING AND AWARD OF CONTRACT
A2.06-1 Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the
Construction Documents from authorities having jurisdiction, and acceptance by the City of the
100% Construction Documents and latest Statement of Probable Construction Cost, the Consultant
shall assist the City in obtaining bids and preparing and awarding the construction contract. The
City, for bidding purposes, will have the bid documents printed, or at its own discretion, may
authorize such printing as a reimbursable service to the Consultant.
A2.06-2 Issuance of Bid Documents, Addenda and Bid Openinq�
1.The City shall issue the Bid Documents to prospective bidders and keep a complete List of
Bidders.
2.The Consultant shall assist the City in the preparation of responses to questions if any are
required during the bidding period. All addenda clarifications or responses shall be issued by the
City.
3.The Consultant shall prepare revised plans, if required, for the City to issue to all prospective
bidders.
4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant
shall attend all pre-bid meetings and when warranted, require attendance of Subconsultants at
such meetings.
5.The Consultant will be present at the bid opening, if requested by the City.
A2,06-3 Bid Evaluation and Award
The Consultant shall assist the City in evaluation of bids, determining the responsiveness of bids
and the preparation of documents for Award of a contract. If the lowest responsive Base Bid
received exceeds the Total Allocated Funds for Construction, the City may:
1.Approve an increase in the Project cost and award a Contract;
2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project or
additional compensation to the Consultant;
3.Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project.
The Consultant shall, without additional compensation, modify the Construction Documents as
necessary to bring the Probable Construction Cost based on such revisions within the Total
Authorized Construction Budget. The City may exercise such option where the bid price exceeds
10% of the Fixed Construction Budget provided to the Consultant and as may be modified by the
City and the Consultant prior to soliciting bids.
4.Suspend, cancel or abandon the Project.
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Note: Under item three (3), above, the Consultant shall, without additional compensation, modify
the Construction Documents as necessary to bring the Probable Construction Cost within the
budgeted amount.
A2.07 ADMINISTRATION OF THE CONSTRUCTION CONTRACT
A2.07-1 The Construction Phase shall begin with the issuance of the NTP and shall end when the
Consultant has provided to the City all post construction documents, including Contractor As -Built
drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and
Certificate(s) of Occupancy have been delivered to the City and the City approves the final payment
to the Consultant. During this period, the Consultant shall provide administration of the construction
contract as provided by this Agreement, and as provided by law.
A2.07-2 The Consultant, as the representative of the City during the Construction Phase, shall
advise and consult with the City and shall have the authority to act on behalf of the City to the extent
provided in the General Conditions and the Supplementary Conditions of the construction contract
and their Agreement with the City.
A2.07-3 The Consultant, as the representative of the City during the Construction Phase shall visit
the Project site to conduct field observations, at a minimum on a weekly basis, and at all key
construction events to ascertain the progress of the Project, and shall visit the site as appropriate
to conduct field inspections to ascertain the progress of the Project and determine, in general, if
the Work is proceeding in accordance with the Contract Documents. The Consultant shall provide
any site visits necessary for certification if required by the authorities having jurisdiction. Threshold
inspection shall be provided by the Consultant at no additional cost to the City. The Consultant
shall report on the progress of the Work, including any defects and deficiencies that may be
observed in the Work. The Consultant will not be required to make extensive inspections or provide
continuous daily on-site inspections to check the quality or quantity of the Work unless otherwise
set forth in this Agreement. The Consultant shall be responsible for writing and distributing minutes
of all meetings and field inspections report it is asked to attend. Consultant will not be held
responsible for construction means, methods, techniques, sequences, or procedures, or for safety
precautions and programs in connection with the Work. The Consultant will not be held responsible
for the Contractor's or sub -contractors', or any of their agents' or employees' failure to perform the
work in accordance with the contract unless such failure of performance results from the
Consultant's acts or omissions.
A2.07.4 The Consultant shall furnish the City with a written report of all observations of the Work
made by Consultant and require all Subconsultants to do the same during each visit to the Project.
The Consultant shall also note the general status and progress of the Work on forms furnished by
the City. The Consultant shall submit the reports in a timely manner. The Consultant and
Subconsultants shall ascertain that the Work is acceptable to the City. Consultant shall assist the
City in ensuring that the Contractor is making timely, accurate, and complete notations on the "as -
built" drawings. Copies of the field reports shall be attached to the monthly Professional Services
payment request for construction administration services. The Consultant's failure to provide written
reports of all site visits or minutes of meetings shall result in the rejection of payment requests and
may result in a proportional reduction in Construction Administration fees paid to the Consultant.
A2.07-5 Based on observations at the Project site and consultation with the City, the Consultant
shall determine the amount due to the Contractor based on the pay for performance milestones
and shall recommend approval of such amount as appropriate. This recommendation shall
constitute a representation by the Consultant to the City that, to the best of the Consultant's
knowledge, information and belief, the Work has progressed to the point indicated, and that the
quality of the Work is in accordance with the contract and the Contractor is entitled to amount stated
on the requisition subject to:
1.A detailed evaluation of the Work for conformance with the contract upon substantial completion;
2. The results of any subsequent tests required by the contract;
3. Minor deviations from the contract correctable prior to completion;
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
4.Any specific qualifications stated in the payment certificate and further that the Contractor is
entitled to payment in the amount agreed upon at a requisition site meeting or as stated on the
requisition.
Prior to recommending payment to the Contractor, the Consultant shall prepare a written statement
to the City on the status of the Work relative to the Construction Schedule, which shall be attached
to the Contractor's Requisition. Such statement shall be prepared immediately following the
requisition field meeting and shall not be cause for delay in timely payment to the Contractor. By
recommending approval of a Payment Certificate, the Consultant shall not be deemed to represent
that the Consultant has made any examination to ascertain how and for what purpose the
Contractor has used money paid on account of the Construction Contract Sum.
A2.07-6 The Consultant shall be the interpreter of the requirements of the Contract Documents and
the judge of the performance thereunder. The Consultant shall render interpretations necessary for
the proper execution or progress of the Work upon written request of either the City or the
Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on all
claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the Work. Interpretations and decisions of the Consultant shall be
consistent with the intent of and reasonably inferable from, the Contract Documents and shall be
in written or graphic form.
A2.07-7 The Consultant shall have the authority to recommend rejection of Work which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant
considers it necessary or advisable to insure compliance with the Contract Documents, the
Consultant will have the authority to recommend special inspection or testing of any Work deemed
to be not in accordance with the Contract, whether or not such Work has been fabricated and/or
delivered to the Project, or installed and completed.
A2.07-8 The Consultant shall promptly review and approve, reject or take action on shop drawings,
samples, RFIs and other submissions of the Contractor. Changes or substitutions to the
construction documents shall not be authorized without concurrence of the City's Project Manager
and/or Director of Capital Improvements. The Consultant shall have a maximum of ten (10)
calendar days from receipt of shop drawings, samples, BFI's or other submittals by the Contractor,
to return the shop drawings or submittals to the Contractor with comments indicating either approval
or disapproval. Consultant shall provide the Contractor with a detailed written explanation as to the
basis for rejection. Consultant shall have five (5) calendar days to review contractor payment
applications to ensure the City complies with Florida Statute Section 218.70, Florida Prompt
Payment Act.
A2.07.9 The Consultant shall initiate and prepare required documentation for changes as required
by the Consultant's own observations or as requested by the City, and shall review and recommend
action on proposed changes. Where the Contractor submits a request for Change Order or Change
Proposal request, the Consultant shall, within ten (10) calendar days, review and submit to the
City, his/her recommendation or proposed action along with an analysis and/or study supporting
such recommendation.
A2.07.10 The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City,
recommend execution of a "Certificate of Acceptance for Substantial Completion" after first
ascertaining that the Project is substantially complete in accordance with the contract requirements.
The Consultant shall in conjunction with representatives of the City and the Contractor prepare a
punch -list of any defects and discrepancies in the Work required to be corrected by the Contractor
in accordance with Florida Statute 218.735. Upon satisfactory completion of the punch -list the
Consultant shall recommend execution of a "Certificate of Final Acceptance" and final payment to
the Contractor. The Consultant shall obtain from the Contractor upon satisfactory completion of all
items on the punch -list, all necessary close-out documentation from the Contractor including but
not limited to all guarantees; operating and maintenance manuals for equipment, releases of
liens/claims and such other documents and certificates as may be required by applicable codes,
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
law, and the contract, and deliver them to the City before final acceptance shall be issued to the
Contractor.
A2.07-11 The Consultant shall monitor and provide assistance in obtaining the Contractor's
compliance with its contract relative to 1) initial instruction of City's personnel in the operation and
maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of
equipment and systems and 3) final clean-up of the Project to assure a smooth transition from
construction to occupancy by the City.
A2.07-12 The Consultant shall furnish to the City the original documents, including drawings,
revised to "as -built" conditions based on information furnished by the Contractor; survey, and
specific condition. In preparing the "Record Set" of drawings and other documents, the Consultant
shall rely on the accuracy of the information provided by the Contractor, including the Contractor's
record drawings. Any certification required under this Agreement including the contents of 'as -built"
documents is conditioned upon the accuracy of the information and documents provided by the
Contractor. Transfer of changes made by "Change Authorization", "Change Order", "Request for
Information", substitution approvals, or other clarifications shall be the Consultant's responsibility
to incorporate into the "Record Set" of drawings and other record documents. Changes made in
the field to suit field conditions, or otherwise made by the Contractor for its convenience, shall be
marked by the Contractor on the "Field Record Set" and transferred to the original contract
documents by the Consultant. The original documents, as well as the "Record Set" shall become
the property of the City. A reproducible set of all other final documents shall be furnished to the City
free of charge by the Consultant.
A2.07-13 The Consultant shall furnish to the City one complete set of "Record Set Drawings", in
Auto CADD (computer-aided design and drafting) Version 2000 or such other format acceptable to
the City.
A2.07-14 The Consultant shall furnish to the City a simplified site plan. and floor plan(s) reflecting
"as -built" conditions with graphic scale and north arrow. Plans must show room names, room
numbers, overall dimensions, square footage of each floor and all fonts used in the drawings. Two
sets of drawings shall be furnished on 24" x 36" sheets and one electronic copy.
A2.07-15 The Consultant shall assist the City in the completion of the Contractor's performance
evaluation during construction work and upon final completion of the Project.
A2.08 TIME FRAMES FOR COMPLETION OF PROJECT
The following time frames are sequential from the date of the NTP. A concurrent project timeline is attached
as Schedule A5.
Development of Objectives
TBD during Negotiations
Analytical Review
TBD during Negotiations
Schematic Design
TBD during Negotiations
Design Development
TBD during Negotiations
30% Construction Documents
TBD during Negotiations
60% Construction Documents
TBD during Negotiations
90% Construction Documents
TBD during Negotiations
Dry — Run Permitting
TBD during Negotiations
Final Construction Documents
TBD during Negotiations
Bidding and award of Construction Contract
TBD during Negotiations
Construction Contract Administration
TBD during Negotiations
ARTICLE A3 ADDITIONAL SERVICES
A3.01 GENERAL
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
Services categorized below as "Additional Services" may be specified and authorized by City and are
normally considered to be beyond the scope of the Basic Services. Additional Services shall either be
identified in a Work Order or shall be authorized by prior written approval of the Director or City Manager
and will be compensated for as provided in Attachment "B", Section B3.05.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein, Additional Services may include, but are not limited to
the following.-
A3.02-1
ollowing:A3.02-1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing
facilities, and surveys or inventories in connection with construction performed by City.
A3.02-2 Specialty Design: Any additional special professional services not included in the Scope
of Work.
A3.02-3 Extended Testing & Traininq: Extended assistance beyond that provided under Basic
Services for the initial start-up, testing, adjusting and balancing of any equipment or system; extended
training of City's personnel in operation and maintenance of equipment and systems, and
consultation during such training; and preparation of operating and maintenance manuals, other than
those provided by the Contractor, sub -contractor, or equipment manufacturer.
A3.02-4 Maior Revisions: Making major revisions to drawings and specifications resulting in or from
a change in Scope of Work, when such revisions are inconsistent with written approvals or
instructions previously given by City and are due to causes beyond the control of Consultant. (Major
revisions are defined as those changing the Scope of Work and arrangement of spaces and/or
scheme and/or any significant portion thereof).
A3.02-5 Expert Witness: Preparing to serve or serving as an expert witness in connection with any
arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify against
the City in any proceeding during the course of this Agreement.
A3.02-6 Miscellaneous: Any other services not otherwise included in this Agreement or not
customarily furnished in accordance with generally accepted architectural/engineering practice
related to construction.
A3.03 ADDITIONAL DESIGN
The City may, at its option, elect to proceed with additional services relating to the Project.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the City in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by the Consultant and the
Subconsultant for the purposes listed below. Transportation, travel and per diem expenses shall not be
considered as reimbursable expenses under this Agreement.
A4.01-1 Communications Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between the Consultant's various
permanent offices and Subconsultant. The Consultant's field office at the Project site is not
considered a permanent office. Cell phones will not be considered as reimbursable expenses under
this Agreement.
A4.01-2 Reproduction. Photoaraphv: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant's part of the work, set forth in this Agreement.
A4.01-3 Geotechnical Investivation: Identifiable Soil Borings and Reports and testing costs
approved by the City.
A4.01-4 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the Consultant.
A4.01-5 Survevs: Site surveys and special purpose surveys when pre -authorized by the City.
A4.01-6 Other: Items not indicated in Section 4.01 when authorized by the City.
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PROF=ESSIONAL SERVICES AGREEMENT - EXHIBIT 1
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 their designee
including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks.
A4.02 SUBCONSULTANT REIMBURSEMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant's
agreement provides for reimbursable expenses and when such agreement has been previously approved,
in writing, by the Director and subject to all budgetary limitations of the City and requirements of this
Agreement.
ARTICLE A5 CITY'S RESPONSIBILITIES
A5.01 PROJECT AND SITE INFORMATION
City, at its expense and insofar as performance under this Agreement may require, may furnish Consultant
with the information described below, or, if not readily available, may authorize Consultant to provide such
information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-1 Surveys: Complete and accurate surveys of building sites, giving boundary dimensions,
locations of existing structures, the grades and lines of street, pavement, and adjoining properties;
the rights, restrictions, easements, boundaries, and topographic data of a building site, and existing
utilities information regarding sewer, water, gas, telephone and/or electrical services.
A5.01-2 Soil Borinqs, Geotechnical Testing: Soil borings or test pits; chemical, mechanical,
structural, or other tests when deemed necessary; and, if required, an appropriate professional
interpretation thereof and recommendations. Consultant shall recommend necessary tests to City.
A5.01-3 General Project Information: Information regarding Project Budget, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program as per
Section A2.02, Schematic Design.
A5.014 Existinq Drawings: Drawings representing as -built conditions at the time of original
construction, subject to as -built availability. However, such drawings, if provided, are not warranted
to represent conditions as of the date of receipt. Consultant must still perform field investigations as
necessary in accordance with Section A2.01 to obtain sufficient information to perform its services.
Investigative services in excess of "Development of Objectives/Normal Requirements," as defined,
must be authorized in advance.
A5.01-5 Reliabilitv: The services, information, surveys and reports described in A5.01-1 through
A5.01-4 above, shall be furnished at City's expense, and Consultant shall be entitled to rely upon the
accuracy and completeness thereof, provided Consultant has reviewed all such information to
determine if additional information and/or testing is required to properly design the Project.
A5.02 CONSTRUCTION MANAGEMENT
A5.02-1 During construction, Consultant and the City staff shall assume the responsibilities described
in the general conditions and supplementary conditions of the construction contract relating to review
and approval of the construction work by the Contractor.
A5.02-2 If City observes or otherwise becomes aware of any fault or defective Work in the Project,
or other nonconformance with the contract during construction, City shall give prompt notice thereof
to Consultant.
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PROFESSIONAL SERVICES AGREEMENT - EXHIBIT t
ATTACHMENT A
SCHEDULE Al - SUBCONSULTANTS
FIRM NAME
Biscayne Engineering Company, Inc.
Bermelio Ajamil & Partners, Inc.
E Sciences, Inc.
Fernandez -Beraud, Inc.
Quality Counts, LLC
Radise International, LC
NAME
Marie -Elsie Dowell, PE
Mauricio Paredes, PE
Elia Nunez, PE
Yamila Hernandez, PE
Jose Otero, PE
Shriram Ramaratnam
Andres Cardona, PE
Thomas Rodrigues, AICP
Charles Hart, PE, PTOE
Carlos Benavides, PE
Michelle L. Kendall, AICP
Eduardo Rodriguez, PE
Amanda Kreiling, PE, PTOE
Leticia Fernandez -Beraud, LA
John Lafferty
Akash Bissoon, PE
CONSULTING FIELD
Survey Services
Public Involvement
Environmental Engineering
Landscape Design
Traffic Data Collection
Geotechnical Engineering
SCHEDULE A2 - KEY STAFF
JOB C
Principal
Sr. Project Manager
Sr. Project Manager
Sr. Project Manager
Project Manager
Project Manager
Project Manager
Project Manager
Project Engineer
Project Engineer
Sr. Project Manager
Sr. Engineer
Sr. Engineer
Landscape Architect
Sr. Engineer
Sr. Project Manager
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RFQ 16-17-063 - WSP USA, Inc.
LASSIFICATION
fin
Behzad Karimi, PhD
Nadia Locke, PE, LEED AP
Michael Bartholomew, PSM
Glen Davis (QC)
Tere Garcia (B&A)
PROFESSIONAL SERVICES AGREEMENT - EXHIBIT 1
Project Engineer
Project Engineer
Professional Surveyor/Mapper
Sr. Project Manager
Project Engineer
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ATTACHMENT B - COMPENSATION
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B1 METHOD OF COMPENSATION
The fees for Professional Services for each Work Order shall be determined by one of the following methods
or a combination thereof, at the option of the Director or designee, with the consent of the Consultant.
a) A Lump Sum as defined in Article B3.01, Lump Sum.
b) An Hourly Rate as defined in Article 83.02, Hourly Rate Fees, and at the rates set forth pursuant
to the same.
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 2.05-1
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
62.01 FEE BASIS
All fees and compensation payable under this Agreement shall be formulated and based upon the averages
of the certified Wage Rates that have been received and approved by the Director. The averages of said
certified Wage Rates are summarized in Schedule B1 - Wage Rates Summary incorporated herein by
reference. With the exception of Principals' compensation, which is formulated as a "flat rate," said Wage
Rates are the effective direct hourly rates, as approved by the City, of the Consultant and Subconsultant
employees in the specified professions and job categories that are to be utilized to provide the services
under this Agreement, regardless of manner of compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Schedule B1 - Wages Rates Summary identifies the professions, job categories and/or employees
expected to be used during the term of this Agreement. These include architects, engineers, landscape
architects, professional interns, designers, CADD technicians, project managers, GIS and environmental
specialists, specification writers, clerical/administrative support, and others engaged in the Work. In
determining compensation for a given Scope of Work, the City reserves the right to recommend the use of
the Consultant employees at particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement, with the exception of Principals' compensation, 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,
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ATTACHMENT B - COMPENSATION
milestones and deliverables identified under the Scope of Work as exemplified in Schedule B2 - Wage
Rates Summary.
B2.05 EMPLOYEE BENEFITS AND OVERHEAD
Regardless of the method of compensation elected herein, compensation paid by the City shall, via the
Multiplier, cover all the Consultant costs including, without limitation, employee fringe benefits (e,g. sick
leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and unemployment benefits)
and an overhead factor. Failure to comply with this section shall be cause for termination of this Agreement.
B2.06 ESCALATION
There shall be no escalation clause as part of this Agreement.
ARTICLE 83 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:
83.01 LUMP SUM
Compensation for a Scope of Work can be a Lump Sum and must be mutually agreed upon in writing by
the City and the Consultant and stated in a Work Order. Lump Sum compensation is the preferred method
of compensation.
B3.01-1 Lump Sum
Shall be the total amount of compensation where all aspects of Work are clearly defined, quantified
and calculated.
B3.01-2 Modifications to Lump Sum
If the City authorizes a substantial or material change in the Scope of Services, the Lump Sum
compensation for that portion of the Services may be equitably and proportionately adjusted by
mutual consent of the Director or designee and Consultant, subject to such additional approvals as
may be required by legislation or ordinance.
B3.01-3 Lump Sum Compensation
It shall be calculated by Consultant, utilizing the Wage Rates established herein including multiplier,
and reimbursable expenses. Prior to issuing a Work Order, the City may require Consultant, to verify
or justify its requested Lump Sum compensation. Such verification shall present sufficient information
as depicted in Attachment A, Schedule A2 - Key Staff.
83.02 HOURLY RATE FEES
83.02-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees
identified in Schedule B1. All hourly rate fees will include a maximum not to exceed figure, inclusive
of all costs expressed in the contract documents. The City shall have no liability for any fee, cost or
expense above this figure
B3.02-2 Conditions for Use
Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible
to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-
hours, or milestones for a particular Project or portion thereof at the time of Work Order issuance.
Hourly Rate Fees may be utilized for Additional Work that is similarly indeterminate. In such cases,
the City will establish an Allowance in the Work Order that shall serve as a Not to Exceed Fee for the
Work to be performed on an Hourly Rate Basis.
B3.03 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall not include charges for the Consultant handling, office
rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, 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
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ATTACHMENT B - COMPENSATION
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.
133.04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES
The design of additive and deductive alternates contemplated as part of the original Scope for a Project as
authorized by the Director will be considered as part of Basic Services. The design of additive and deductive
alternates that are beyond the original Scope of Work and construction budget may be billed to the City as
Additional Services. The fees for alternates will be calculated by one of the three methods outlined above,
as mutually agreed by the Director and the Consultant.
B3.05 FEES FOR ADDITIONAL SERVICES
The Consultant may be authorized to perform Additional Services for which additional compensation and/or
Reimbursable Expenses, as defined in this Agreement under Article A4 and 63.03 respectively, may be
applicable. The Consultant shall utilize the Work Order Proposal Form and worksheets which can be found
on the City's Webpage at httr)://www.miamiqov.com/MiamiCar)ital/forms.html.
The webpage also provides the procedures for completing these forms. Failure to use the forms or follow
the procedures will result in the rejection of the Work Order Proposal.
83.05-1 Determination of Fee
The compensation for such services will be one of the methods described herein: mutually agreed
upon Lump Sum; Hourly Rate with a Not to Exceed Limit.
B3.05-2 Procedure and Compliance
An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order,
shall be required to be issued and signed by the Director for each additional service requested by the
City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be
exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance,
the Consultants' Competitive Negotiation Act, and other applicable laws.
B3.05-3 Fee Limitations
Any authorized compensation for Additional Services, either professional fees or reimbursable
expenses, shall not include additional charges for office rent or overhead expenses of any kind,
including local telephone and utility charges, office and drafting supplies, depreciation of equipment,
professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing,
stenographic, clerical, or other employees time or travel and subsistence not directly related to a
project. For all reimbursable services and Subconsultant costs, the Consultant will apply the
multiplier of one (1.0) times the amount expended by the Consultant.
B3.06 PAYMENT EXCLUSIONS
The Consultant shall not be compensated by the City for revisions and/or modifications to drawings and
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.
133.07 FEES RESULTING FROM PROJECT SUSPENSION
If a project is suspended for the convenience of the City for more than three months or terminated without
any cause in whole or in part, during any Phase, the Consultant shall be paid for services duly authorized,
performed prior to such suspension or termination, together with the cost of authorized reimbursable
services and expenses then due, and all appropriate, applicable, and documented expenses resulting from
such suspension or termination. If the Project is resumed after having been suspended for more than three
months, the Consultant's further compensation shall be subject to renegotiations.
ARTICLE B4 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Basic Services may be requested monthly in proportion to services performed during each
Phase of the Work. The Subconsultant fees and Reimbursable Expenses shall be billed to the City in the
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ATTACHMENT B —COMPENSATION
actual amount paid by the Consultant. The Consultant shall utilize the City's Invoice Form which can be
found on the OCI website at htto://www.miamiciov.com/MiamiCai)ital/forrns.html. Failure to submit
invoice(s) within 60 days following the provision of Services contained in such invoice may be cause for a
finding of default. Failure to use the City Form will result in rejection of the invoice.
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For those Projects and Work Orders where comprehensive design services are stipulated, said payments
shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated
below for each Phase.
B4.03 BILLING — HOURLY RATE
Invoices submitted by the Consultant shall be sufficiently detailed and accompanied by supporting
documentation to allow for proper audit of expenditures. When services are authorized on an Hourly Rate
basis, the Consultant shall submit for approval by the Director, a duly certified invoice, giving names,
classification, salary rate per hour, hours worked and total charge for all personnel directly engaged on a
project or task. To the sum thus obtained, any authorized Reimbursable Services Cost may be added. The
Consultant shall attach to the invoice all supporting data for payments made to and incurred by the
Subconsultants engaged on the Project. In addition to the invoice, the Consultant shall, for Hourly Rate
authorizations, submit a progress report giving the percentage of completion of the Project development
and the total estimated fee to completion.
B4.04 PAYMENT FOR ADDITIONAL SERVICES AND REIMBURSABLE EXPENSES
Payment for Additional Services may be requested monthly in proportion to the services performed. When
such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the
Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked and total
charge for all personnel directly engaged on a project or task. To the sum thus obtained, any authorized
Reimbursable Services Cost may be added. The Consultant shall attach to the invoice all supporting data
for payments made to or costs incurred by the Subconsultants engaged on the project or task.
In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project development and the total estimated fee to completion.
B4.05 DEDUCTIONS
No deductions shall be made from the Consultant's compensation on account of liquidated damages
assessed against contractors or other sums withheld from payments to contractors.
ARTICLE B5 REIMBURSABLE EXPENSES
65.01 GENERAL
Reimbursable Expenses are those items authorized by the City outside of or in addition to the Scope of
Work as identified in the Work Order (as Basic Services and/or Additional Services) and consist of actual
expenditures made by the Consultant and the Consultants' employees, the Subconsultants, and the
Specialty Subconsultants in the interest of the Work for the purposes identified below:
B5.01-1 Transportation: Transportation shall not be considered as reimbursable expenses under
this Agreement.
B5.01-2 Travel and Per Diem: Travel and per diem expenses shall not be considered as
reimbursable expenses under this Agreement.
B5.01-3 Communication Expenses: Identifiable communication expenses approved by the
Project Manager, long distance telephone, courier and express mail between Consultant and
Subconsultants.
B5.01-4 Reproduction, Photoqraphv: Cost of printing, reproduction or photography, beyond that
which is required by or of the Consultant to deliver services, set forth in this Agreement. All
reimbursable expenses must be accompanied by satisfactory documentation.
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ATTACHMENT B - COMPENSATION
85.01-5 Permit Fees: All Permit fees paid to regulatory agencies for approvals directly attributable
to the Project. These permit fees do not include those permits required to be paid by the construction
Contractor.
85.01-6 Surveys: Site surveys and special purpose surveys when pre -authorized by the Project
Manager.
65.02 REIMBURSEMENTS TO THE SUBCONSULTANTS
Reimbursable Subconsultant's expenses are limited to the items described above when the Subconsultant
agreement provides for reimbursable expenses and when such agreement has been previously approved
in writing by the Director and subject to all budgetary limitations of the City and requirements of Article B5,
Reimbursable Expenses, herein.
ARTICLE B6 COMPENSATION FOR REUSE OF PLANS AND SPECIFICATIONS
B6.01 GENERAL
It is understood that all Consultant agreements and/or work Orders for new work will include the provision
for the re -use of plans and specifications, including construction drawings, at the City's sole option, by virtue
of signing this agreement they agree to a re -use in accordance with this provision without the necessity of
further approvals, compensation, fees or documents being required and without recourse for such re -use.
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, or as otherwise by law or
industry practice.
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ATTACHMENT B -COMPENSATION
ATTACHMENT B - COMPENSATION
SCHEDULE B1 - WAGE RATES SUMMARY
ADJUSTED
ADJUSTED
NEGOTIATED
AVERAGE
AVERAGE
JOB CLASSIFICATION
HOURLY RATE
HOURLY RATE
HOURLY RATE
(2.9 Multiplier
(2.4 Multiplier
Applied)
Applied)
Principal
$180.00*
to
Sr. Project Manager
$61.80
$179.22
$148.32
Project Manager
$53.56
$155.32
$128.54
Sr. Engineer
$53.56
$155.32
$128.54
Project Engineer
$46.35
$134.42
$111.24 i
Landscape Architect
$35.02
$101.56
$84.05
Professional Surveyor/Mapper
$43.26
$125.45
$103.82
CADD Technician
$25.75
$74.68
$61.80
Inspector
$23.69
$68.70
$56.86
3 Man Crew Party
5972.32*
v
T
4 Man Crew Party
$1,212.61*
(*) Flat rate, no multipliers applied.
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ATTACHMENT S —COMPENSATION
ATTACHMENT B
SCHEDULE B2 - CONSULTANT INVOICE
t } v L 3 }
C ry OF hSlfr(lH * it + 't 111 a
I`
DF E OF CAPRA RO
IC IMPV�`MENSOG�IjT a_�wsr4 £ b"' r�I
�z�.1..a`.9•-'-•.t_
1011ULTAhT STAND4('RDIOIG-'..:
!�-
.I CONTRACT.AMOUNT
To: City of Miami
IE -
Ofte of Capital Improvements (OCI)
444 SW 2nd Avenue - 8th Floor
-
MIam4 FL 33130
Invoice Number.
ATTN:
Invoice Date: North CA, 0000
IDrry Run P9 yrqq
Page:
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Invoice Period: ---- _ 70
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Contract No.:
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Project Name:
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CERTIFIED TRUE AND CORRECT BY
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CITY OF MIAMI APPROVAL: OATS
NOJECT MANAGER I
HIEF PROJECT MANAGER
(Hector Badia 1
IA8.TPNT DIRECTOR
(Steven C. Wi®amson
IDIRECTCR
Project No.:
Project Name:
(Rental' ada Expenses
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2 (Title)
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TOTAL:I I
Prlorto this Invoice Remaining Contact
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Balenca:— I
CERTIFIED TRUE AND CORRECT BY
(9Snalsm d Prindoa0
(Type tb— and Tde d P—Pao
CITY OF MIAMI APPROVAL: OATS
NOJECT MANAGER I
HIEF PROJECT MANAGER
(Hector Badia 1
IA8.TPNT DIRECTOR
(Steven C. Wi®amson
IDIRECTCR
Project No.:
Project Name:
Purchase Order No.:
Work Order No:
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COMPLETE . TOTAL EARNED
T,DA, I PRIEVIOUSLY INVOICED CURRENT IDIVOICE AMOUNT
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TO BE COMPLETED BY CONSULTANT FIRM
SUPPCRDNG DOCUMETfTS CHECKLIST:
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Final Payment Cac
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AREA TO DE COMPLETED BY CtTY OF MIAMI
S;OAATURE .Date Reached CP
Civil Engineering Services for Miscellaneous Projects
RFQ 16-17-063 - WSP USA, Inc.
-]at-- Recelved for PayO nt Pracessing iEtdgel Depari—ni:
39