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02-06-07 Item 4 PlanSouth Miami CITY OF SOUTH MIAMI �� o92jt9 OFFICE OF THE CITY MANAGER R INTER- OFFICE MEMORANDUM soon To: The Honorable Mayor and Members of the City Commission Via: Yvonne S. McKinley, City Manager From: W. Ajibola Balogun, REM, CFEA, Director Public Works & Engineering Department Date: February 6, 2007 Agenda Item No.: Subject: Authorizing the City Manager to execute Amendment No. 1 to Professional Service Agreements with engineering consultants. Resolution: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, ,AUTHORIZING THE CITY MANAGER TO EXECUTE AMENDMENT 1 TO PROFESSIONAL GENERAL ENGINEERING SERVICES AGREEMENTS WITH MILIAN SWAIN & ASSOCIATES, INC., H.J. ROSS ASSOCIATES (NOW KNOWN AS TY LIN /HJ ROSS & ASSOCIATES) AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A.; PROVIDING FOR AN EFFECTIVE DATE Request: Authorizing the City Manager to execute Amendment No. 1 to Professional Service Agreements with Milian Swain & Associates, Inc. (MSA), TY Lin /HJ Ross (HJ Ross) and Corzo Castella Carballo Thompson Salman, P.A. (C3TS) due to updated Florida Statues 287.055. Reason /Need: On November 16, 2004, the City Commission adopted resolution number 183 -04 -11962 approving Professional Service Agreements for MSA, HJ Ross and C3TS. The basic 'construction cost and fees for providing studies was based on Florida Statues 287.055 standard. Since the agreement was executed, the Florida Statues 287.055 was revised to increase the basic construction cost and fees for providing studies from $500,000 and $25,000, respectively to $1 million and $50,000. As a result, we recommend amending the agreement to reflect the revised Florida Statues 287.055(2)(g). Cost: N/A Funding Source: N/A Backup Documentation: LJ ❑ C' Proposed Resolution Resolution number 183-04-11962 Amendment Number 1 for MSA, C3TS & TY Lin /HJ Ross Copy of Florida Statues 287.055 Executed copy of the Professional Service Agreements with MSA, STS & TY Lin /HJ Ross RESOLUTION NO.: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AUTHORIZING THE CITY- MANAGER TO EXECUTE AMENDMENT 1 TO PROFESSIONAL GENERAL ENGINEERING SERVICES AGREEMENTS WITH MILIAN SWAIN & ASSOCIATES, INC., H.J. ROSS ASSOCIATES (NOW KNOWN AS TY LIN /IHJ ROSS & ASSOCIATES) AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A.; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Mayor and City Commission wishes to accept Amendment number 1 to Professional Service Agreements with Milian Swain & Associates, Inc. (MSA), TY Lin /HJ Ross (HJ Ross) and Corzo Castella Carballo Thompson Salman, P.A. (C3TS); and WHEREAS, this agreement is intended to update the professional service agreements in accordance with revised Florida Statues 287.055(2)(8); and 18 WHEREAS, page 1, second paragraph of the Professional Service Agreement shall read 19 "...on a continuing basis in connection with projects where the basic construction costs does not 20 exceed $1 million or for study activity when the fee for such professional service does not exceed 21 $50,000 or as per Florida Statutes update..." in lieu of ".. , od.4, continuing basis in connection 22 with projects where the basic construction costs does not exceed $500,000.00 or studies which do 23 not exceed $25,000..." NOW, THEREFORE, BE IT RESOLVED /ORDAINED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA THAT: Section 1. That the Mayor and City Commission authorize the City Manager to the Professional Service Agreements with Milian Swain & Associates, Inc. (MSA), TY Lin /HJ Ross (HJ Ross) and Corzo Castella Carballo Thompson Salman, P.A. (C3TS). Section 2. The attached exhibit is incorporate by reference- into this resolution. PASSED AND ADOPTED this day of . , 2007. ATTEST: CITY CLERK READ AND APPROVED AS TO FORM: CITY ATTORNEY APPROVED: MAYOR COMMISSION:VOTE: Mayor Feliu: Vice Mayor Wiscombe: Commissioner Palmer: Commissioner, Birts: Commissioner Beckman: RESOLUTION :No.: 183-04-11962 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI, ]FLORIDA, AUTHORIZING. THE CITY MANAGER TO EXECUTE PROFESSIONAL GENERAL ENGINEERING SERVICES AGREEMENTS WITH MILIAN SWAIN & ASSOCIATES, INC., H.J. ROSS ASSOCIATES AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A.; PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the Mayor and City Commission desire to retain consultants to provide Professional General Engineering Services; and WHEREAS, by way of resolution number 173 -04 -1 1952, the City Commission approved the negotiated hourly rate for such professional services; NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, that: Section 1: The City Commission authorizes the City Manager to execute separate professional services agreements with: • Milian Swain & Associates, Inc. • H.J. Ross Associates • Corzo Castella Carballo Thompson Salman, P.A. Section 2: The agreements allow for renewals of additional one -year periods at the City's option. Section 3: The executed Professional General Engineering Agreements shall be made a part of this resolution. Section 4: This resolution shall become effective upon its adoption. PASSED AND ADOPTED this day of '2004. APPROVED: aria Menendez, City Clerk READ AND APPROVED AS TO FORM: ATTEST: r ME / m' Commission Vote: 5 -0 Mayor Russell: Yea Vice Mayor Palmer: Yea Commissioner Wiscombe: Yea Commissioner Birts- Cooper: Yea Commissioner Sherar: Yea AMENDMENT NO. 1. To PROFESSIONAL, SERVICE AGREEMENT Between CITY OF SOUTH MIAMI Arid CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. (C3TS) This amends the general engineering service agreement between the City and C3TS relative to the updated Florida Statue 287.055(2)(g). Page 1, second paragraph of the Professional Service Agreement shall read "...on a continuing basis in connection with projects where the basic construction costs does not exceed $1 million or for study activity when the fee for such professional service does not exceed $50,000 or as per Florida Statute update..." in lieu of "...on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000..." All other provisions of the Agreement remain unchanged. APPROVED: Authority of Resolution No.: Duly passed and adopted by the City of South Miami City Commission on CITY OF SOUTH MIAMI Signature: Date: Title: CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. Signature: Date: By: Title: AMENDMENT NO. 1 To PROFESSIONAL SERVICE AGREEMENT Between CITY OF SOUTH MIAMI And MILIAN, SWAIN AND ASSOCIATES This amends the general engineering service agreement between the City and C3TS relative to the updated Florida Statue 287.055(2)(g). Page 1, second paragraph of the Professional Service Agreement shall read "...on a continuing basis in connection with projects where the basic construction costs does not exceed $1 million or for study activity when the fee for such professional service dries not exceed $50,000 or as per Florida Statute update..." in lieu of "...on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000..." All other provisions of the Agreement remains unchanged. APPROVED: Authority of Resolution No.: Duly passed and adopted by the City of South Miami City Commission on CITY OF SOUTH MIAMI Signature: L'In MILIAN, SWAIN AND ASSOCIATES Date: Title: Signature: Date: By: Title: AMENDMENT NO. I To PROFESSIONAL SERVICE AGREEMENT Between CITY OF SOUTH MIAMI Arid TY LIN/HJ ROSS & ASSOCIATES, INC. This amends the general engineering service agreement between the City and C3TS relative to the updated Florida Statue 287.055(2)(g). Page 1, second paragraph of the Professional Service Agreement shall read "...on a continuing basis in connection with projects where the basic construction costs does not exceed $1 million or for study activity when the fee for such professional service does not exceed $50,000 or as per Florida Statute update..." in lieu of "...on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000..." All other provisions of the Agreement remain unchanged. APPROVED: Authority of Resolution No.: Duly passed and adopted by the City of South Miami City Commission on CITY OF SOUTH MIAMI Signature: HIM Date: Title: TY LIN/HJ ROSS & ASSOCIATES, INC. Signature: Date: By: Title: Statutes & Constitution :View Statutes :- >2004- >Ch0287 -> Section 05.5 : flsenate.gov Page 1 of 6 Select Year: 2004 Go The 2004 Florida Statutes Title XIX Chapter 287 View Entire PUBLIC PROCUREMENT OF PERSONAL PROPERTY AND Chapter BUSINESS SERVICES 287.055 Acquisition of professional architectural, engineering, landscape architectural, or surveying and mapping services; definitions; procedures; contingent fees prohibited; penalties. -- (1) SHORT TITLE. - -This section shall be known as the "Consultants',Competitive Negotiation Act." (2) DEFINITIONS. - -For purposes of this section: (a) "Professional services" means those services within the scope of the practice of architecture, professional engineering, landscape architecture, or registered surveying and mapping, as defined by the laws of the state, or those performed by any architect,, professional engineer, landscape architect, or registered surveyor and mapper in connection with his'or her professional employment or practice. (b) "Agency" means the state, a state agency, a municipality, a political subdivision, a school district, or a school board. The term "agency" does not extend to a nongovernmental developer that contributes public facilities to a political subdivision under s. _ 380.06 or ss. 163.3220- 163.3243. (c) "Firm" means any individual, firm, partnership;, corporation, association, or other legal entity permitted by law to practice architecture, engineering, or surveying and mapping in the state. (d) "Compensation" means the total amount paid by.the agency for professional services. (e) "Agency official" means any elected or appointed officeholder, employee, consultant, person in the category of other personal service or any other person receiving compensation from the state, a state agency, municipality, or political subdivision, a school district or a school board. (f) "Project" means that fixed capital outlay study or planning activity described in the public notice of the state or a state agency under paragraph (3)(a). A project may include: 1. A grouping of minor construction, rehabilitation, or renovation activities. 2. A grouping of substantially similar construction;, rehabilitation,, or renovation activities. (g) A "continuing contract" is a contract for professional services entered into in accordance with all the procedures of this act between an agency and a firm whereby the firm provides professional services to the agency for projects in which construction costs do not exceed $1 million, for study activity when the fee for such professional service does not exceed $50,000, or for work of a specified nature as outlined in the contract required by the agency, with no time limitation except that the contract must provide a termination clause.. (h) A "design -build firm" means a partnership, corporation, or, other legal entity that: 1. Is certified under s. 489.119 to engage in contracting through a certified or registered general contractor or a certified or registered building contractor as the qualifying agent; or http: / /www.flsenate.gov /Statutes / index. cfm? p =2 &App_ node = Display Statute &Search St... 1/29/2007 Statutes & Constitution :View Statutes :- >2004- >Ch0287 -> Secti6n 055`: flsenate.gov Page 2 of 6 2. Is certified under s. 471.023 to practice or to offer to practice engineering; certified under s. 481.219, to practice or to offer to practice architecture; or certified= under s. 481.319 to practice or to offer10 practice landscape architecture. (i) A "design -build contract" means a single contract with a design -build firm for the design and construction of a public construction project:. (j) A "design criteria package" means concise, performance - oriented- drawings or specifications of the public construction project. The purpose of the design criteria package is to furnish sufficient information to permit design -build firms to prepare a bid or a response to an agency's request for proposal, or to permit an agency to enter into a negotiated design -build contract. The design criteria package must specify performance -based criteria for the public construction project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules ..site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. (k) A "design criteria professional" means a firm who holds a current certificate of registration under chapter 481 to practice architecture or landscape architecture or a firm who holds a current certificate as. a registered engineer under chapter 471 to practice engineering and who is employed by or under contract to the agency for the providing of professional architect services, landscape architect services, or engineering services in connection with the preparation of the design criteria package. (3) PUBLIC ANNOUNCEMENT AND QUALIFICATION PROCEDURES.— (a) Each agency shall publicly announce, in a uniform and consistent manner, each occasion when professional services must be purchased for .a project the basic construction cost of which is estimated by the agency to exceed the threshold amount provided in s. 287.017 for CATEGORY FIVE or for a planning or study activity when the fee for professional services exceeds the threshold amount provided in s. 287.017 for CATEGORY TWO, except in cases of valid public emergencies certified by the agency head. The public notice must include a general description of the project and must indicate how interested consultants may apply for consideration. (b) Each agency shall encourage firms engaged in the lawful practice of their professions that desire to provide professional services to the agency to submit annually statements of qualifications and performance data. (c) Any firm or individual desiring to provide professional services to the agency must first be certified by the agency as qualified pursuant to law and the regulations of the agency. The agency must find that the firm or individual to be employed is fully qualified to render the required service. Among the factors to be considered in making this finding are the capabilities, adequacy of personnel, past record, and experience of the firm or individual. (d) Each agency shall evaluate professional services, including capabilities, adequacy of personnel, past record, experience, whether the firm is a certified minority business enterprise as defined by the Florida Small and Minority Business Assistance Act of 1985, and other factors determined by the agency to be applicable to its particular requirements. When securing professional services, an agency must endeavor to meet the minority business enterprise procurement goals under s. 287.09451. (e) The public must not be excluded from the proceedings under this section. (4) COMPETITIVE SELECTION. -- http: / /www.flsenate.gov/ Statutes / index. cfm ?p= .2 &App_mode= Display_Statute &Search St... 1/29/2007 Statutes & Constitution :View Statutes :- >2004- >Ch0287- >Section 055 : flsenate.gov Page 3 of 6 (a) For each proposed project, the agency shall evaluate current statements of qualifications and performance data on file with the agency, together with those that'may be submitted by other firms regarding the proposed project, and shall conduct discussions with, and may require public presentations by, no fewer than three firms regarding their qualifications, approach to the project, and ability to furnish the required services. (b) The agency shall select in order of preference no fewer than three firms deemed to be the most highly qualified to perform the required services. In determming,:whether a firm is qualified, the agency shall consider such factors as the ability of professional personnel; whether a firm is a certified minority business enterprise; past performance; willingness to meet time and budget requirements; location; recent, current, and projected, workloads of the firms; and the volume of work previously awarded to each firm by the agency; with the object of effecting an equitable distribution of contracts among qualified firms, provided such distribution does not violate the principle of selection of the most highly qualified firms. The agency may request, accept, and consider proposals for the compensation to be paid under the contract only during competitive negotiations under subsection (5). (c) This subsection does not apply to a professional service contract for a project the basic construction cost of which is estimated by the agency to be not in excess of the threshold amount provided in s. 287.017 for CATEGORY FIVE or for a planning or study activity when the fee for professional services is not in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO. (d) Nothing in this act shall be construed to prohibit a continuing`contract between a firm and an agency. (5) COMPETITIVE NEGOTIATION. -- (a) The agency shall negotiate a contract with the most qualified firm for professional services at compensation which the agency determines is fair, competitive, and reasonable. In making such determination, the agency shall conduct a detailed analysis of the cost of the professional services required in addition to considering their scope and complexity. For`-any lump -sum or cost- plus -a- fixed -fee professional service contract over the threshold amount provided in s. 287.017 for CATEGORY FOUR, the agency shall require the firm receiving the award to execute a truth -in- negotiation certificate stating that wage rates and other factual unit costs supporting the compensation are accurate, complete, and current at the time of .contracting. Any professional service contract under which such a certificate is required must contain a provision that the original contract price and any additions thereto will be adjusted to exclude any significant sums by which the agency determines the contract price was increased -due to inaccurate, incomplete, or noncurrent wage rates and other factual unit costs. All such contract adjustments must be made within 1 year following the end of the contract. (b) Should the agency be unable to negotiate a satisfactory contract with the firm considered to be the most qualified at a price the agency determines to be fair, competitive, and reasonable, negotiations with that firm must be formally terminated. The agency shall then undertake negotiations with the second most qualified firm. Failing accord with the second most qualified firm, the agency must terminate negotiations. The agency shall then undertake negotiations with the third most qualified firm. (c) Should the agency be unable to negotiate a satisfactory contract with any of the selected firms, the agency shall select additional firms in the order of their:competence and qualification and continue negotiations in accordance with this subsection until an agreement is reached. (6) PROHIBITION AGAINST CONTINGENT FEES. -- (a) Each contract entered into by the agency for professional services must contain a prohibition http: / /www.flsenate.gov /Statutes/ index. cfm ?p=- 2 &App_mode= Display_ Statute &Search St... 1/29/2007 Statutes & Constitution :View Statutes :- >2004•- >Ch0287- >Section,055 : flsenate.gov Page 4 of 6 against contingent fees as follows: "The architect (or registered surveyor and mapper or professional engineer, as applicable) warrants that he or she has not employed or retained any company or person, other than a bona fide employee working solely for the architect (or registered surveyor and mapper, or professional engineer, as applicable) 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 architect (or registered surveyor and mapper or professional engineer, as applicable) any fee, commission,"Oercentage, 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 agency shall have the right to terminate the agreement without liability and, at its discretion, to deduct from the contract price; or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. (b) Any individual, corporation, partnership, firm, or company; other °than a bona fide employee working solely for an architect, professional engineer, or registered land surveyor and mapper, who offers, agrees, or contracts to solicit or secure agency contracts for professional services for any other individual, company, corporation, partnership, or firm and to be paid, or is paid, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or the making of a contract for professional services shall, upon conviction in a competent court of this state, be found guilty of a first degree misdemeanor, punishable as provided in s. 775.082 or s. 775.083. (c) Any architect, professional engineer, or registered surveyor and mapper, or any group, association, company, corporation, firm, or partnership thereof, who offers to pay, or pays, any fee, commission, percentage, gift, or other consideration contingent upon, or resulting from, the award or making of any agency contract for professional services .sh "all, upon conviction in a state court of competent authority, be found guilty of a first degree misdemeanor, punishable as provided in s. 775.082 or s. 775.083. (d) Any agency official who offers to solicit or secure, or solicits or secures, a contract for professional services and to be paid, or is paid, any fee, commission, percentage, gift, or other consideration contingent upon the award or making of such a contract for professional services between the agency and any individual person, company, firm, partnership, or corporation shall, upon conviction by a court of competent authority, be found guilty of a first degree misdemeanor, punishable as provided in s. 775.082 or s. 775.083.. (7) AUTHORITY OF DEPARTMENT OF MANAGEMENT SERVICES. Notwithstanding any other provision of this section, the Department of Management Services shall be toe agency of state government which is solely and exclusively authorized and empowered to administer and perform the functions described in subsections (3), (4), and (5) respecting all projects for which the funds necessary to complete same are appropriated to the Department of Management Services, irrespective of whether such projects are intended for the use and benefit of the. Department of Management Services or any other agency of government. However, nothing herein shall be construed to be in derogation of any authority conferred on the Department of Management Services by other express provisions of law. Additionally, any agency of government may,..with the approval of the Department of Management Services, delegate to the Department of Management Services authority to administer and perform the functions described in subsections (3), (4), and (5). Under the terms of the delegation, the agency may reserve its right to accept or reject a proposed contract. (8) STATE ASSISTANCE TO LOCAL AGENCIES. - -On any professional service contract for which the fee is over $25,000, the Department of Transportation or the Department of Management Services shall provide, upon request by a municipality, political subdivision, school board, or school district, and upon reimbursement of the costs involved, assistance in selecting consultants and in negotiating consultant contracts. (9) APPLICABILITY TO DESIGN -BUILD CONTRACTS. -- http: / /www.flsenate.gov /Statutes/ index. cfm ?p =2 &App_ node= Display_Statute &Search St... 1/29/2007 Statutes & Constitution :View Statutes :- >2004- >Ch0287 -> Section 055: flsenate.gov Page 5 of 6 (a) Except as provided in this subsection, this section is not applicable to the procurement of design -build contracts by any agency, and the agency must award design -build contracts in accordance with the procurement laws, rules, and ordinances applicable to the agency. (b) The design criteria package must be prepared and sealed by a design criteria professional employed by or retained by the agency. If the agency elects to enter into a professional services. contract for the preparation of the design criteria package, then the design criteria professional must be selected and contracted with under the requirements of subsections (4) and (5). A design criteria professional who has been selected to prepare the design criteria package is not eligible to render services under a design -build contract executed pursuant to the design criteria package. (c) Except as otherwise provided in s. 337.11(7), the Departmerrt of Management Services shall adopt rules for the award of design -build contracts to be followed by state agencies. Each other agency must adopt rules or ordinances for the award of design -build contracts. Municipalities, political subdivisions, school districts, and school boards shall award design -build contracts by the use of a competitive proposal selection process as described in this subsection, or by the use of a qualifications -based selection process pursuant to subsections (3), (4), and (5) for entering into a contract whereby the selected firm will subsequently establish a guaranteed maximum price and guaranteed completion date. If the procuring agency elects the option of qualifications -based selection, during the selection of the design build firm the procuring agency shall employ or retain a licensed design professional appropriate to the project to serve as the agency's representative. Procedures for the use of a competitive proposal selection process must include as a minimum the following: 1. The preparation of a design criteria package for the design and construction of the public construction project. 2. The qualification and selection of no fewer than three design -build firms as the most qualified, based on the qualifications, availability, and past work of the firms,, including the partners or members thereof. 3. The criteria, procedures, and standards for the evaluation of design -build contract proposals or bids, based on price, technical, and design aspects of the public construction project, weighted for the project. 4. The solicitation of competitive proposals, pursuant to a design criteria package, from those qualified design -build firms and the evaluation of the responses or bids submitted by those firms based on the evaluation criteria and procedures established prior to the solicitation of competitive proposals. 5. For consultation with the employed or retained design criteria professional concerning the evaluation of the responses or bids submitted by the design - build- fir-ms,:the supervision or approval by the agency of the detailed working drawings of the project; and for evaluation of the compliance of the project construction with the design criteria package by the design criteria professional. 6. In the case of public emergencies, for the agency head to declare an emergency and authorize negotiations with the best qualified design -build firm available at that time. (10) REUSE OF EXISTING PLANS. -- Notwithstanding any other provision of this section, there shall be no public notice requirement or utilization of the selection process as provided in this section for projects in which the agency is able to reuse existing plans from a prior project of the agency, or, in the case of a board as defined in s. 1013. n, a prior project; of that or any other board. Except for plans of a board as defined in s. 1013.01,, public notice for any plans that are intended to be reused at some future time must contain a statement that provides Khat the plans are subject to reuse in accordance with the provisions of this subsection. http: / /www.flsenate.gov /Statutes/ index. cfm ?p= 2 &App_mode= Displ4y_Statute &Search St... 1/29/2007 Statutes & Constitution :View Statutes :- >2004- >Ch0287 -> Section 055 : flsenate.gov Page 6 of 6 (11) CONSTRUCTION OF LAW. -- Nothing in the amendment of this section by chapter 75 -281, Laws of Florida, is intended to supersede the provisions of ss. 1013.45 and 1013.46. History; - -ss. 1, 2, 3, 4, 5, 6, 7, 8, ch. 73 -19; ss. 1, 2, 3, ch. 75- 281:,s. 1, ch. 77 -174; s. 1, ch. 77- 199; s. 10, ch. 84 -321; ss. 23, 32, ch. 85 -1044; s. 57, ch. 85- 349; -s. 6 eh. 86 -204; s. 1, ch. 88 -108; s. 1, ch. 89 -158; s. 16, ch. 90 -268; s. 15, ch. 91 -137; s. 7, ch. 91 -162; s. 250, ch. 92 -279; s. 55, ch. 92 -326; s. 1, ch. 93 -95; s. 114, ch. 94 -119; s. 10, ch. 94 -322; s. 868, ch. 95 -148; s. 2, ch. 95 -410; s. 45, ch. 96 -399; s. 38, ch. 97 -100; s. 1, ch. 97 -296; s. 80, ch. 98 -279; s. 55, ch. 2001 -61; s. 63, ch. 2002 -20; s. 944, ch. 2002 -387. Disclaimer: The information on this system is unverified. The ,journals or printed bills of the respective chambers should be consulted for official purposes. Copyright O 2000 -2005 State of Florida. h4://www.flsenate.gov/Statutes/index.cfm?p=2&App_jnode=Di.splay Statute &Search St... 1/29/2007 ' !I PROFESSIONAL SERVICE AGREEMENT General Engineering Services THIS AGREEMENT made and entered into this RQ day of 171"Vemly by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida, referred to as the "CITY" and MR -IAN, SWAIN AND ASSOCIATES, authorized to do business in the State of Florida, referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with the WORK, as described herein, on a continuing basis in connection with projects where the: basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the `SERVICES ". SECTION I - GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CITY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the WORK; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed.. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this agreement promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall` render decisions promptly, to ' avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall` keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. SECTION 2 - PROFESSIONAL SERVICES 21 General Engineering eering Services The professional services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering, to including, site investigation and design needed to prepare remedation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. F. Other incidental services associated to the above items. 2.2 Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete' professional engineering services for any portion or all of the six Phases outlined below. The CONSULTANT agrees to co= ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK. The lead CONSULTANT as designated by ■ Professional services Agreement General Engineering services December 2004 Page 2 of 16 the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the using agency to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements.. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing ]Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate Boards for their approval when the project requires such approval. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. I. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Professional services Agreement General Engineering Services December 2004 Page 3 of 16 Construction Cost are to be made : on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgement as an experienced and qualified professional engineer, familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and he shall not proceed with the next Phase until directed by the CITY. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental' thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawin g s etc., as required to clearly delineate ` he Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next', Phase until directed by the CITY. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget.; A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated' funds. 2.2.3 Phase III - Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction' Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and 'Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute, (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms,' Instructions to Bidders, conditions of Contract and ;Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply, all needed additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ("D" size), on the City's standard sheet format, unless approved otherwise. ■ Professional Services Agreement General Engineering Services December 2004 `Page 4 of 16 C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non- drawing submittals in Microsoft Office format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated .Statement of Probable Construction Cost along with two (2) copies each of Check Set of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards (such. as Environmental Review Board, Historical Preservation Board etc.) for the final approval. L The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from paragraph H if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. Upon final approval by the CTTY, the CONSULTANT shall furnish to the CITY a minimum of 24 sets of drawings, and specifications, at no additional cost to the CTTY, for bidding purposes, unless instructed otherwise. I The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for construction. CONSULTANT shall ■ Professional Services Agreement General Engineering Services December2004 Page 5 of 16 respond to all technical questions from regulatory agencies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. 2.2.4 Phase TV -Bidding and Negotiation Phase: A. upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and ;specifications as indicated above for bidding, and assist the CITY in obtaining bids and awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre- Qualification of bidders is required as set forth in the Request for Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. approve the increase 1n Project Cost and award a construction contract or, PP_ J , 2. reject all bids and 'rebid .the Project within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. - suspend or abandon the Project, or 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the- re -bid of the project. Under item (3)' above, the CONSULTANT shall, without additional compensation, modify the ,Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds. When the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the `services of the CONSULTANT will be considered complete upon signing bf an Agreement with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. Professional Services Agreement General Engineering Services December 2004 Page 6 of 16 B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre- construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this Agreement and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute. a representation by the CONSULTANT to the CTTY that, he certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. the results of any subsequent tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the Contract Documents, he will Professional Services Agreement General Engineering services December 2004 Page 7 of 16 I have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. L The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to " the Contract Documents shall not be authorized without concurrence with the CITY. 1. The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the C1TY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, l) initial instruction of CITY ersonnel in the operation and P P 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. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall finnish to the CITY, reproducible record drawings undated based on information furnished by the Contractor: such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. He shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. 2.3 Additional Professional Services ■ Professional Saavices Agreement General Engineering Services December 2004 Page 9 of 16 Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT'. A. , Special analysis of the CTTY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle c•.osting or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information famished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CTTY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope: and arrangement of spaces and/or scheme or any portion). J. The services of one or more full -time Project Representatives. K Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. • Professional Services Agreement General Engineering Services December 2004 Page 9 of 16 M. Preparing supporting data, drawings, and specifications as may be required for Change; Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY, to be beyond the control of the CONSULTANT. SECTION 3 - ITWE FOR COMPLETION: The services to be rendered' by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this Agreement and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed:. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed' sum fee for each of the WORK assigned' to him based on the Scope of such WORK Upon agreement of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY' reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written ` confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2- Professional' Services the CITY will pay the direct costs. The fees for Professional Services for each of the WORK shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A. A fixed sum: The fee for a task or a scope of work may be fixed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement, fees in accordance with the following: Category Hourly Rate Principal $145 Project Manager $110 Senior Engineer $95 Engineer $85 Construction Manager $95 Construction Inspection $72 Senior DraftsmanfTechnical/CADD Operator $65 Draftsmen $60 Data Processing I Clerical $50 Hourly rates will include all wages, benefits, overhead and profit. ■ Professional Services Agreement General' Engineering Services December 2004 Page 10 of 16 SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase L 35% upon completion and approval of Phase 11 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. 75% upon 100% completion and approval of Phases III and IV. 90% upon completion of the Project and approval of all WORK Phase V). 100%. upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Project Name b. Total Contract amount (CON,SULTANT's lump sum negotiated upset limit fees) C. Percent of work completed. d. Amount earned. e. Amount previously billed. f. Due this invoice. g. Balance remaining h. Summary of work done this billing period. i. Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly :rates. SECTION 6 - RIGHT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfaction of the Crrrs representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right: to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. • Professional Services Agreement General Engineering Services December 2004 Page 11 of 16 SECTION 7 - OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose`of this Agreement shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of'these documents without written agreement from the CONSULTANT shall be the CH Y'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete; all of the above data shall be delivered to the MY. SECTION 8 - COURT APPEARANCES: CONFERENCES AND ]HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract. The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt of written authorization from the CITY' prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION 9 - NOTICES Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or by mail to the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 10 AUDIT RIGHTS The CTTY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to assignments that are on a time and cost basis. SECTION 11- SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under this Agreement without the prior written consent of the CTTY. SECTION 12 WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a`bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract For breach or violation of this warranty, the`CTTY shall have the right to annul this contract without liability. ■ Professional Services Amement General Engineering Services December 2004 Page 12 :of 16 SECTION 13 - TERMINATION OF AGRE EMENT It is expressly understood and agreed that the CITY may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in accordance with the provisions of Section 4, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. SECTION 14 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of litigation by the other party to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall attorney's fees awarded against the CITY exceed 250/v of the award for damages. The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANT'S professional services under this Agreement. The CONSULTANT shall pay all claims and losses of any nature whatsoever, in connection therewith. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT's actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following.insurance: ■ Professional Services Agreement General Engineering services December 2004 Page 13 of 16 A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion` of the construction and acceptance of any - Project covered by this Agreement. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance which is also acceptable. _. B. Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence for bodily injury and g . Said ohc llama e ' ` property p y or policies shall name CITY as additional .insured and shall reflect the hold harmless provision contained herein. C. Workman's Compensation Insurance in compliance with Chapter 440, 'Florida Statutes, as presently written or hereafter amended. D. The policies except for Section 17 A shall contain waiver of subrogation against CITY where applicable, shall expressly provide that such policy or policies are primary over any other 'collective insurance that CITY may have. The CITY reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest' or "cross liability" clause without obligation for premium payment of the CITY. E. All of the above insurance is to be placed with Best rated A -8 or better insurance companies, qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish ' certificates of insurance to the CITY prior to the commencement of operations; which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. ■ Professional Services Agreement General Engineering Services December 2004 ' Page 14 of 16 SECTION 19 - _CODES, ORDINANCES AND LAWS The CONSULTANT agrees to abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No. 193-0q- llq& ' duly passed and adopted by the City of South Miami City Commission Amr, &,:?Do ATTEST: / aria Menendez, City Clem ;IQ STATE OF COUNTY OF DADE CITY OF SOUTH M1AM1 Maria V. vis, City Manager CONSULTANT: ss: Acknowledgement of City of South Miami The foregoing instrument was acknowledged before me this ' " day / �Jl'v g 1�.� y o 2004 by MARIA V. DAVIS and MARIA MENENDEZ, City Manager and City Clerk, respectively of the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. • Professional Services Agreement General Engineering Services December 2004 Page 15 of 16 .mss: a PROFESSIONAL SERVICE AGRE]E1VlgIT General Engineering Services THIS AGREIImEN'T made and entered into this ::>>D day ofhkam 1 by and between the CITY OF SOUTH MAW a political subdivision of the State 'of Florida, referred to as the "CITY" and CORZO CASTS t.A CAR13ALLO THOMPSON SALMAN, PA., authorized to:do business in the State of Florida, referred to as the "CONSULTANT" In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with ' the WORK, as described herein, on a continuing basis in connection with projects where the basic construction -costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the "SERVICES ". SECTION 1- GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services," for 1he purpose of reviewing- work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CTTY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT before, any Notice: to Proceed is issued to discuss the scope of the WORK; the time needed to complete the WORD and the fee for the services to be rendered in connection with the WORK:. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANTS time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in 'the CITY files pertaining to the WORK to be performed under this agreement promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay i1i the progress of the CONSULTANT'S 'services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all "times. 1.8 The CITY agrees to issue all directives and approval in writing. SECTION 2 - PROFESSIONAL SERVICES 2.1 General En igfneering Services The professional: services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewaIk curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis neeciedl to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering} to including, site investigation and design needed to prepare remediation plans to mitigate underground' storage tar fl; s,I ardous waste materials and asbestos materials. F. Other incidental services associated to the above items. . 2.2 Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agree's.to provide complete professional engineering services for any portion or all of the six Phases outlined be-low.—The CONSULTANT agrees to co-ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK. The lead CONSULTANT as designated by • Pro%sdwd Services Agrwme L Gmaral 13ngineeiing services December 2004 Paget of 16 the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I Preliminary and Schematic Design= A. The CONSULTANT shall c*nfer with representatives- of the CITY and the using agency to determine the fall scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANTS opinion, `-the allocated fiends are adequate to accomplish the program requirements. B. The CONSULTANT shall use proms and adequate design control to assure the CITY that the program requirements will be met C. The CONSULTANT shall prepare a Design Concept .4d Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Sumfnary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project tbrough design, bidding, :construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic desigii studies to the appropriate Boards for their approval when the project requires such approval. E. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. 1. The Statement of Probable C.onsintction. Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Professional services Agm==t General Engineering services Dwmnbaa 2004 Page 3 of 16 Construction Cost are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgement as an experienced and qualified professional engineer, familiar with the local construction industry and prices. L The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and he shall not proceed with the next Phase until directed by the CITY. 2.2.2 Phase H — Sg& and Design Development; A. From the approved Schematic Design documents, the 'C'O'NSULTANT shall prepare Design Development Documents, comprising . the- drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to constriction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise: the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as. required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets_of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY. D. The CONSULTANT shall at all times rdonitor the Probable Constriction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of ProbableConsttuctioa °Cost exceeds the total allocated Rinds. 2.2.3 Phase III — Final Design l Construction Documents Dem6l9gmen1 A. From the approved Design Development Documents, the CONSULTANT shall prepare Final. Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Sid) Form and other, necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute (CSI); Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and. shall supply all needed additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the. documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the City's standard sheet format, unless approved otherwise. ■ Professional Services Agt CIMMai Engineering services December 2004 Page 4 of 16 C. All construction documents shall be submitted. in both °hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non- drawing submittals in :Microsoft Office format. 2. Drawings in AutoCAD. format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to _at least 50°% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will`-not be issued if the latest Statement of Probable Construction Cast exceeds the total allocated itmds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction ic'tion Cost along with two (2) copies each of Check Set of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. II The CONSULTANT shall retake all the necessary presentations to the appropriate CITY Boards (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. L The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting prom paragraph H if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. Upon finall approval_ °by the CITY, the CONSULTANT shall furnish to the CITY a minimum of 24 sets of drawings and specifications, at no additional cost to the CITY, for bidding purposes, unless instructed otherwise. I The CONSULTANT shall arrange for "dry runs" and/or .make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for 'construction. CONSULTANT shall Professional services agreement General engineering services De camber2004 Page 5 of 16 respond to all technical questions from regulatory agencies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. 2.2.4 Phase TV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Conslru op. Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall famish the drawings and specifications as indicated above for bidding. and assist the CITY in obtaining bids and awarding and preparing construction, contracts. The CONSULTANT shall attend all pre-bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documeAft, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre-Qualification of bidders is required as set I forth= in the Request for Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. if the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project' within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or. 4. suspend or abandon the project; or . 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding there bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total; Allocated Funds. When the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will. be considered complete upon signing of an Agreement . with a Contractor. Rejection of bids by the, CITY does not constitute cancellation of the project 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction' Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. Professional Services Agreement General raigi =ing Services D==bm2o04 Page 6 of 16 B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre- construction meetings: D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at' least weekly and; at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies m the WORD. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK- as set forth in this Agreement and defused by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies m the WORK immediately in writing. F. The CONSULTANT shall frx mish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK: He shall also note the general status and progress of the WORK, and shall submit same in -a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate its such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, he certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. . 2. the results of any subsequent: tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. EL The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the. Contract Documents, he will Professional Services Agrecm=t C-==Z] a#=ing SWA= Deocmber 2CO4 Page 7 of 16 have authority (with the City's prior approval) to recommend special inspections or testing of WORK • t such O whether or no deemed not to be m accordance with Contract w eth any WORK dee has been fabricated and delivered to the Project, or installed and completed. I. The CONSULTANT shall promptly review and approve ;shop drawings, samples, and other submissions of the Contractor for conforrompe with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract with th e CITY Documents shall not be authorized without concurrence. I The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment,. releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the CITY. _ L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, I) initial instruction of CITY 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. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the 'CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CTrY reproducible record drawings Updated based on information furnished by the Contractor; such drawings shall became the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. He shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. 2.3 Additional Professional Services • profesd=ar`Smim Agreement Cesa1 Engineering Services December 2QU4 Page 8 of 16 Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design, and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. . C. Planning surveys, site evaluations, or comparative studies..of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy•,of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK._ damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing th6:cause is found by the CITY to be other than by fault of the CONSULTANT. L Making major revisions changing the Scope of a project, .to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement _ of- spaces and/or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving g as an expert witness ir3•- connection with any arbitration proceeding or legal proceeding in connection with a Project' L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. • Professional Services Agretment GMWA Engineering Services Decenber20U4 Page: 9 of 16 n Preparing supporting data, drawings, ,and- specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY, to be beyond the control of the CONSULTANT. - SECTION 3 - THWE FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this Agreement and shall be completed within the based on reasonable determination, d: time b n, stated in the said Notice to Proceed: A reasonable extension of time will be granted in the event there is a delay on the part of the CITY 111 fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon agreement of !a fee, the CrrY will issue a written authorization to proceed to the CONSULTANT. In `case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2- Professional Services the CIT' will pay the direct costs. The fees for Professional Services for each of the WORK, shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A. A fixed sum: The fee fora task or a scope of work maybe wed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement, fees in accordance with the following. "• Iicurly Rate Principal $135 Project Manager $105 Senior Engineer $95 Engineer $75 Construction Manager $Ibo Construction Inspection $55 Senior Dmftsmanfrechn cal/CADD Operator ` $6 n $55 Draftsmen Data Processing / Clerical $40 Hourly rates will include all wages, benefits, overhead and profit. _ Professional' Services Agre=wt General a&ee&S Services December 2004 Page 10 of 16 SEC HON 5 - PAYMENT AND PARTIAL PAYMENTS - The Cn Y will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase I. 35% upon completion and approval of Phase H 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase 75% upon 100% completion and approval of Phases III and IV. 90% upon completion of the Project and approval of all WORD Phase V). 100% upon final completion and approval of WORK elements A ihd B of Phase VL The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shaft include the following information: a. Project Name b. Total Contract amount (CONSULTANT's lump sum negotiated upset limit fees) C. Percent of work completed. _. d. Amount earned. e. Amount previously billed. f. Due this invoice. g. Balance remaining h. Summary of work done this billing period. L Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. SECTION 6 - RIGHr OF DECISIONS All services shall be performed by the CONSULTANT to the satisfacdori.of the CHY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such de+erriilnRtion is clearly arbitrary of unreasonable: In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. • Pwfessione services Agreement General rmgin=ing services neoember zoos Page 11 of 36 SECTION 7 - O'NERSHIP' OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the CITY without restriction or limitation in connection with - the owner's use and occupancy of the. project. Reuse of these documents without written agreement from the CONSULTANT shall be the CTTY'S sole risk and without liability and.legal exposure to the CONSULTANT. When each individual section of the WORK completed.under this Agreement is complete; all of the above data shall be delivered to the CITY. SECTION 8 - COURT APPEARANCE,S.,CONFERENCES AND HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare # :or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract.` The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during:. construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION-9 . NOTICES Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or by mail to the' CTrY —. Any notices, reports or other 00 unications from the CITY to the CONSULTANT shall be considered delivered when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 14 - AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final• payment is made. This provision is applicable only to assignments that are on a time and cost basis. SECTION 11- SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under. this Agreement without the prior written consent of the CITY. SECTION 12 WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other: considerations contingent upon or resulting from the award or making of this contract. For breach or violation-of this warranty, the CITY shall this contract without liability. have the right to annul Professional services Agreement General Fmoneering Services December 2004 Page 12 of 16 - SECTION 13 . TIIttV1INATION OF AGREEMENT It is expressly understood and agreed that the CITY may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing N VORK, in _which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in accordance with the provisions of Section 4, such payment to be deteiinined on the basis of the WORK performed by the CONSULTANT up to the time of termination. SECTION 14 - DURAMN OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other party in default and notify bum in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return_sucli:sums to the CITY within ten (10) days after notice that said sums are due. Ii1 the event of litigation by the other party to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall attorney's fees awarded against the CITY exceed 25% of the award for damages: The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND INDE1WVIFICATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANTS professional services under this Agreement. The CONSULTANT shall pay all claims and losses of any: nature whatsoever, in connection therewith. ' ` . The CONSULTANT agrees and recognizes that the CI'T'Y shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT' actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the'-registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following insurance: ■ Professional Services Agreement amoral rMshme ms Services December 2004 Page 13 of 16 A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability, providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for.: claims arising out of the services performed by the CONSULTANT or an person employed by him in connection with this P Y any This insurance shall be maintained for three years after completion of the construction and acceptance of any Project covered by this Agreement. However, the CONSULTANT may purchase ;Specific Project Professional Liability Insurance which is also acceptable. B. Comprehensive general liability insurance with broatT` form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage- liability with limits of $1,000,000 combined single limit per occurrence for bodily injury and property .damage. Said policy or policies shall name CITY as additional insured and shall reflect the hold harmless provision contained herein. C. Worlanaa's Compensation Insurance in compliance with Chapter 940, Florida Statutes, as presently written or hereafter amended. D. The policies except for Section 17 A shall contain waiver ;of subrogation against CITY where a PP licabl_ e shall expressly provide that such policy " or o< icies are P r am � Y over an Y other collective insurance that 'CI'I'Y;may* have. The` CITY reserves the right to request a copy of c the required policies for review. All policies shall contain a " severability of interest'' or "cross liability" clause without obligation for premium payment of the C]TY. E. All of the above insurance is to be placed with Best rated A -8 or better insurance companies, qualified to do busuiess under the laws of the State of Florida:: The CONSULTANT shall famish certificates of insurance to the CITY prior ` to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount,'' and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGRETM[ENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. ProfessionalSesvi= AV=m= , C=MA Enshm6ns se im D==ib= 20Q4 Page 14 of 16 SECTION 19 - CODES. ORDINANCES AND LAWS The CONSULTANT agrees to abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete.Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - QTY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration. change, or modification of the terms of this Agreemefifsl aff be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No. 1 3- 0q -1«O -)" duly passed and adopted by the City of South Miami City Commission ON•1•!(��+?� ATTEST: r,�r'tci% Maria Menendez, City CIerk A STATE OF FLORIDA CITY OF SOUTH MIAMI mania Y. � axis, City Manager CONSULTANT: VtGE Pius 106-47- ss: Acknowledgement of City of South Miami COUNTY OF DADE ) The foregoing instrument was acknowledged before me this day of� 2004 by MARIA V. DAVIS and MARIA 144ENEND City aad EZ, ty Manager liy � respectively of the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. • Frofmiomd Services Agreement General fiuginefting services December 20D4 Page 15 of 16 ,ti; zz PROFESSIONAL SERVICE AGREEMENT General Engineering Services THIS AGREEMENT made and entered into this :12 day of V1'9&_her 20-0-V— by and between the CITY OF SOUTH MIAMI, a political. subdivision of the State of Florida, referred to as the "CITY" and H.J. ROSS ASSOCIATES, INC., authorized to do business in the State of Florida, referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with the WORK, as described herein, on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the `SERVICES ,,. SECTION 1- GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional ]Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis; at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CITY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT 'before any Notice to Proceed is issued to discuss the scope of the WORK; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed.. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this agreement to Proceed. promptly after each Notice 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. i 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable - delay in the progress of the CONSULTANT'S services. ' The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. SECTION 2 - PROFESSIONAL SERVICES 2.1 General En' 'neering Services The professional services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering, to including, site investigation and design 'needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. F. Other incidental services associated to the above items. 2.2 Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional engineering services for any portion or all of the six Phases outlined below. The CONSULTANT'agrees to co- ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK. The lead CONSULTANT as designated by the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by and be the responsibility of the respective disciplines. ■ Professional Services Agreement General Engineering Services December 2004 Page 2 of 16 2.2.1 Phase I- Preliminary and Schematic Desism• A. The CONSULTANT shall confer with representatives of the CITY and the using agency to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate Boards for their approval when the project requires such approval. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell., Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. I. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgement as an experienced and qualified professional engineer, familiar with the local construction industry and prices. Professional Services Agreement General Engineering Services December 2004 Page 3 of 16 J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and he shall not proceed with the next Phase until directed by the CITY 2.2.2 Phase If — Sq& and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed, Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III - Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) ,Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed ` additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the City's standard sheet format, unless approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed' upon electronic format, but generally as follows: ■ Professional Services Agreement General Engineering Services December 2004 Page 4 of 16 1. Non - drawing submittals in Microsoft Office format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general .market conditions and an updated Project Schedule. E. The CONSULTANT shall not with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G: Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of Check Set of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. I. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from paragraph H if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. Upon final approval by the CITY, the CONSULTANT shall furnish to the CITY a minimum of 24 sets of drawings and specifications, at no additional cost to the CITY, for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry nuns" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for construction. CONSULTANT shall respond to all technical questions from regulatory agencies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. • Professional Services Agreement General Engineering Services December 2004 Page 5 of 16 2.2.4 Phase IV'- Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids and awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre-Qualification of bidders required a se bl s is re >r s t .forth in the Request f ,. Q q q or Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders.' D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. approve the increase in Project Cost and award a construction contract or, 2. reject' all bids and rebid the Project within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved b the CTTY`and rebid the Project Y. J t or 4. suspend or abandon the Project, or 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds. When the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment` to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an Agreement with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.25 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the ■ Professional Services Agreement General Engineering Services December 2004 Page 6 of 16 extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this Agreement and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, he certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. the results of any subsequent tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Conti-act Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the Contract Documents, he will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. Professional Services Agreement General Engineering Services December 2004 Page 7 of 16 I. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CH Y. J. The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT j p satisfactory p e in conjunction with representatives of the CITY and satisfacto performance obtained befog the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He 'shall obtain from the Contractor; all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY 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.. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the C=, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record drawings updated based on information furnished by the. Contractor, such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee /warranties for correction. He shall assist the CITY with the administration of guarantee /warranties for correction of defective WORK that may discovered during the said period. 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. ■ Professional Services Agreement General Engineering Services December 2004' Page 8 of 16 A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration Proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY, to be beyond the control of the CONSULTANT. • Professional Services Agreement General Engineering Services December 2004 Page 9 of 16 SECTION 3 - TIlVIE FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon'' written Notice to Proceed from the CITY "subsequent to the execution of this Agreement and shall be completed within the time based on reasonable determination,, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties, impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed" fee or 'a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon agreement of a'fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2- Professional Services the CITY will pay the direct costs. The fees for Professional Services" for each of the WORK 'shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A. A fixed sum: The fee for a task or a scope of work may be fixed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hurl y o . • rate fee: CITY agrees to pay, and the CONSULTANT agrees to accept ..for the services rendered pursuant to this Agreement, fees in accordance with the following: Category Hourly Rate Principal $135 Project Manager $101 Senior Engineer $92 Engineer $72 Construction Manager $92 Construction Inspection $53 Senior Draftsman/Technical/CADD Operator $63 Draftsmen $53 Data Processing' / Clerical $43 Hourly rates will include all wages, benefits, overhead and profit. SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase ■ Professional Services Agreement General Engineering Services December 2004 Page 10 of 16 is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase I. 35% upon completion and approval of Phase II. 55% upon submittal and approval of 50 010 complete drawings and outline specifications of Phase III. 75% upon 100% completion and approval of Phases III and IV. 90% upon completion of the Project and approval of all WORK Phase V). 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Project Name b. Total Contract amount (CONSULTANT's lump sum negotiated upset limit fees) C. Percent of work completed. d. Amount earned. e. Amount previously billed.. f Due this invoice. g. Balance remaining h. Summary of work done this billing period. i. Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rages. SECTION 6 - RIGHT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fiilfiIlment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. SECTION 7 - OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the CITY without restriction or limitation in connection with the ■ Professional Services Agreement General Engineering Services December 2004 Page 11 of I6 owner's use and occupancy of the project. Reuse of these documents without written agreement from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete; all of the above i data shall be delivered to the CITY. SECTION S - COURT APPEARANCES, CONFERENCES AND BEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract. The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt` of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION 9 -NOTICES Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or by mail to the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered, when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 10 - AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is . applicable only to assignments that are on a time and cost basis. SECTION 11 SUBLETTING The CONSULTANT shall not sublet, assign, or transfer, any WORK under this Agreement without the prior written consent of the CITY. SECTION 12 - WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, ' the' CITY shall have the right to annul this contract without liability. SECTION 13 TERAHNATION OF AGREEMENT It is expressly understood and agreed that the CITY may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in • professional Services Agreement General Engineering Services December 2004 Page 12 of 16 accordance with the provisions of Section 4, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of germination. SECTION 14 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other parry in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of litigation by the other parry to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall. attorney's fees awarded against the CITY exceed 25% of the award for damages. The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND ENDElVNMCATION The CONSULTANT shall not commence WORK on this Agreement, until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANT'S professional services under this Agreement. The CONSULTANT shall pay all claims and losses of any nature whatsoever, in connection therewith. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT's actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following insurance: A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the Iimit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion of the Professional Services Agreement General Engineering Services December 2004 Page 13 of 16 construction and acceptance of any Project covered by this Agreement. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance which is also acceptable.' B. Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence for bodily injury land property damage. Said policy or policies shall name CITY as additional insured and shall reflect the hold harmless provision contained herein. C. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended: D. The policies except for Section 17 A shall contain waiver of subrogation, against CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that CHY may have. The CITY reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest" or cross liability clause without obligation for premium payment of the CITY. E. All of the above insurance is to be placed with Best rated A -8 or better insurance companies; qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30).days prior written notice to the CITY. Compliance with the foregoing- requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. SECTION 19 CODES, ORDINANCES AND LAWS The CONSULTANT agrees to abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in effect at the time of design which have a direct bearing on the ■ Professional Services Agreement General Engineering Services December 2004 Page 14 of 16 WORK involved on this project. The CONSULTANT is required to complete Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No.� duly passed and adopted by the City of South Miami City Commission ATTEST: IF r aria Menendez, CityCrerk ATTEST: STATE OF FLORIDA CITY OF SOUTH MIAMI Maria Vf t5avis, City Manager CONSULTANT: ss: Acknowledgement of City of South Miami COUNTY OF DADE ) C The foregoing instrument was acknowledged before me this day o . 2004 by MARIA V. DAVIS and MARIA MENENDEz, City Manager and City Clerk, respectively of the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. Notary Public,,Stateof Aida . Jky RUB p ARIA L WCIA Professional Services Agreement 2 �irG CoNglttSS10N hUMBE� General Engineering Services;; CD061 E66 December 2004 MY CAhirAiS51CN EO'lFlcs Page 15 of 16 �F O� Oa 2.2005 C. 11 Print name: t n A e r1©cA- L.. Commission No:� (0 �(a STATE OF FLORIDA ) ss: Acknowledgement of Consultant COUNTY OF D ADE ) foregoing instrument was acknowled ed before�me this 9� #L day of OV�PMbtY2004 b Ae ANi�n� ll� of 1 T- ROSS` I-E5SoeiA1� y on behalf of the CONSULTANT. He is personally known to me or has produced z n as identification. Notary Public, tate of Florida Print name. i i �'! A - sAC �1 v C 4 J h.� 0s�e A" G. MENQCAI, Commission No: Nofa Pubic . state of FkMa APPROVED AS TO FORM & CONTENT r ►MCaWfAftBPkWoeol,2 0e a Commkilon�t�# DD 36672w.1-. -mow , ".a l l `' ' wd*dbV 0flonaI NokvyA L City Ato y ■ Professional Services Agreement General Engineering Services December 2004 Page 16 of 16 M. kv PROFESSIONAL SERVICE AGREEMENT General Engineering Services THIS AGREEMENT made and entered into this -ad day of &VeM4604 by and between the CITY OF SOUTH hffAK a political subdivision of the State of Florida, referred to as the "CITY" and MII.IAN, SWAIN AND ASSOCIATES, authorized to do business in the State of Florida, referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with the WORK, as described herein, on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the "SERVICES ". SECTION 1- GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CITY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the WORK; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this agreement promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. SECTION 2 - PROFESSIONAL SERVICES 2.1 General Engineering Services The professional services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering, to including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. F. Other incidental services associated to the above items. 2.2 Basic Services The Basic Services, for design and construction, consist: of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional engineering services for any portion or all of the six Phases outlined below. The CONSULTANT agrees to co- ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK. The lead CONSULTANT as designated by ■ Professional Services Agreement General Engineering Services December 2004 Page 2 of 16 the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I- Preliminary and Schematic Design. A. The CONSULTANT shall confer with representatives of the CITY and the using agency to determine the full scope of the Project that will meet the program requirements, and shall advise the CIW if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. R The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate Boards for their approval when the project requires such approval. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. I. The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Professional Services Agreement General Engineering Services December 2004 Page 3 of 16 Construction Cost are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgement as an experienced and qualified professional engineer., familiar with the local construction industry and prices. J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and he shall not,proceed with the next Phase until directed by the CITY. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the City's standard sheet format, unless approved otherwise. Professional services Agreement General Fmgineenng services December 2004 Page 4 of 16 C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: 1. Non- drawing submittals in Microsoft Office format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of Check Set of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards (such. as Environmental Review Board, Historical Preservation Board etc.) for the final approval. I. The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from paragraph H if the changes or additions do not alter the scope of the project as detennined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. Upon final approval by the CITY, the CONSULTANT shall finish to the CITY a minimum of 24 sets of drawings and specifications, at no additional cost to the CITY, for bidding purposes, unless instructed otherwise. The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for construction. CONSULTANT shall ■ Professional Services Agreement General Engineering Services December 2004 Page 5 of 16 respond to all technical questions from regulatory agencies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as :indicated above for bidding, and assist the CITY in obtaining bids and awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. suspend or abandon the Project, or 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the- re-bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds. When the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing bf an Agreement with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. ■ Professional Services Agreement General Engineering Services December 2004 Page 6 of 16 B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this Agreement and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, he certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. the results of any subsequent tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the Contract Documents, he will Professional Services Agreement General Engineering Services December 2004 Page 7 of 16 have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. I. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. J. The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY 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. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY. reproducible record drawings undated based on information furnished by the Contractor, such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. He shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. 2.3 Additional Professional Services ■ Professional Services Agreement General Engineering Services December 2004 Page 8 of 16 Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the C= and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). I The services of one or more full -time Project Representatives. K Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. • Professional Services Agreement General Engineering Services December 2004 Page 9 of 16 M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY, to be beyond the control of the CONSULTANT. SECTION 3 - TIlVIE FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this Agreement and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK Upon agreement of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2- Professional Services the CITY will pay the direct costs. The fees for Professional Services for each of the WORK shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CTTY and the CONSULTANT. A. A fixed sum: The fee for a task or a scope of work may be fixed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement, fees in accordance with the following: Category Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior DraftsmanfTechnical/CADD Operator Draftsmen Data Processing / Clerical Hourly rates will include all wages, benefits, overhead and profit. • Professional Services Agreement General Engineering Services December 2004 Page 10 of 16 HourlyRate $145 $110 $95 $85 $95 $72 $65 $60 $50 SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase I. 35% upon completion and approval of Phase II. 55% upon submittal and approval of 50 % complete drawings and outline specifications of Phase III. 75% upon 100% completion and approval of Phases III and IV. 90% upon completion of the Project and approval of all WORK Phase V). 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Project Name b. Total Contract amount (CONSULTANT's lump sum negotiated upset limit fees) C. Percent of work completed. d. Amount earned. e. Amount previously billed. f. Due this invoice. g. Balance remaining h. Summary of work done this billing period. i. Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. SECTION 6 - RIGHT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfaction of the CITY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. ■ Professional Services Agreement General Engineering Services December 2004 Page 11 of 16 SECTION 7 - OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the CITY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents without written agreement from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete; all of the above data shall be delivered to the CITY. SECTION 8 - COURT APPEARANCES: CONFERENCES AND HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract. The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION 9 - NOTICES ' Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or by mail to the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 10 - AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to assignments that are on a time and cost basis. SECTION 11— SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under this Agreement without the prior written consent of the CITY. SECTION 12 - WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. ■ Professional Services Agreement General Engineering Services December 2004 Page 12 of 16 SECTION 13 - TERMINATION OF AGREEMENT It is expressly understood and agreed that the CITY may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in accordance with the provisions of Section 4, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. SECTION 14 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of litigation by the other parry to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall attorney's fees awarded against the CITY exceed 25% of the award for damages. The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANT'S professional services under this Agreement. The CONSULTANT shall pay ail claims and losses of any nature whatsoever, in connection therewith. The CONSULTANT agrees and recognizes that the C:I'TY shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT's actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following.insurance: ■ Professional Services Agreement General Engineering Services December 2004 Page 13 of 16 A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion of the construction and acceptance of any Project covered by this Agreement. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 cortained single limit per occurrence for bodily injury and property damage. Said policy or policies shall name CITY as additional insured and shall reflect the hold harmless provision contained herein. C. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended.. D. The policies except for Section 17 A shall contain waiver of subrogation against CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that CITY may have. The CITY reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. E. All of the above insurance is to be placed with Best rated A -8 or better insurance companies, qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. • Professional Services Agreement General Engineering Services December 2004 Page 14 of 16 SECTION 19 - CODES. ORDINANCES AND LAWS The CONSULTANT agrees to abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in. effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No. 193'Oy° llq&,L duly passed and adopted by the City of South Miami City Commission &J;oo ATTEST: / rot, W, COUNTY OF DADE CITY OF SOUTH MIAIVII Maria V. vis, City Manager CONSULTANT: ss: Acknowledgement of City of South Miami The foregoing instrument was acknowledged before me thus ' " day Y o 2004 by MARIA V. DAVIS and MARIA MENENDEZ, City Manager and City Clerk, respectively of the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. ■ Professional Services Agreement General Engineering Services December 2004 Page 15 of 16 Notary Public, State f Florida Print name: l`7�'� ) STATE OF FLORIDA T, ) ss: Acknowledgement of Consultant 01 11 COUNTY OF DADE ) 61ARIA L GARCA DD061886 MY co6ltdlssvi EXPIRES F The foregoing instrument was acknowledged before me this -- day of 2004 by �lUzeA. -n',q) of keRov,,,i/ C' •,C,y4„pn behalf of the CONSULTANT. He is personally known tome or has produced ( identification. i APPROVED AS TO FORM & CONTENT ■ Professional Services Agreement General Engineering Services December 2004 Page 16 of 16 Notary Public, State of Florida r+ , Print nalne -' (�' >G _. fi EUMCE M. CHUNG N fc -State CmmIIll'� IIt ~ of 010rYP, h Florida ... ay I B, cpp$ ;on R DD0.777 fJ PROFESSIONAL SERVICE AGREEMENT General Engineering Services THIS AGREEMENT made and entered into this W day of 91 _&_ r 20-0-4 by and between the CITY OF SOUTH ;MIAMI, a political. subdivision of the State of Florida, referred to as the "CITY" and H.J. ROSS ASSOCIATES, INC., authorized to do business in the State of Florida, referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with the WORK, as described herein, on a continuing basis in connection with projects where the basic construction costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the "SERVICES ". SECTION 1- GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 2.2 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services, for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CITY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT before any Notice to Proceed is issued to discuss the scope of the WORK; the time needed to complete the WORK and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANT'S time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this 'agreement promptly after each Notice to Proceed. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the C'ONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. SECTION 2 - PROFESSIONAL SERVICES 2.1 General En 'neering Services The professional services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis needed to implement proposed drainage improvements, preparation of paving and drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering, to including, site investigation and design needed to prepare remediation plans to mitigate underground storage tanks, hazardous waste materials and asbestos materials. F. Other incidental services associated to the above items. 2.2 Basic Services The Basic Services, for design and construction, consist of six (6) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees to provide complete professional engineering services for any portion or all of the six Phases outlined below. The CONSULTANT agrees to co- ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK. The lead CONSULTANT as designated by the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. ■ Professional Services Agreement General Engineering Services December 2004 Page 2 of 16 2.2.1 Phase I- Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives of the CITY and the using agency to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANT'S opinion, the allocated funds are adequate to accomplish the program requirements. B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept and Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Summary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept. G. The CONSULTANT shall present the Schematic design studies to the appropriate Boards for their approval when the project requires such approval. H. The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. L The Statement of Probable Construction Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANT'S opinions of probable Total Project Costs and Construction Cost are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULT'ANT'S best judgement as an experienced and qualified professional engineer, familiar with the local construction industry and prices. Professional Services Agreement General Engineering Services December 2004 Page 3 of 16 J. The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without additional charge, for approval by the CITY and he shall not proceed with the next Phase until directed by the CITY. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the CONSULTANT shall prepare Design Development Documents, comprising the drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction Cost exceeds the total allocated funds. 2.2.3 Phase III — Final Design / Construction Documents Development: A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction, Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute (CST) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, Instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and shall supply all needed additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the City's standard sheet format, unless approved otherwise. C. All construction documents shall be submitted in both "hard copy" and electronic media in a mutually agreed upon electronic format, but generally as follows: Professional Services Agreement General Engineering Services December 2004 Page 4 of 16 1. Non - drawing submittals in Microsoft Office format. 2. Drawings in AutoCAD format. 3. GIS files should be in ArcView format Version 3.2. D. When the development of the drawings has progressed to at least 50% completion in Phase III, the CONSULTANT shall submit two (2) copies to the CITY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not rp oceed with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated funds, unless the CITY increases the total allocated funds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G: Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of Check Set of drawings, specifications, reports, programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the necessary presentations to the appropriate CITY Boards (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. L The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from. paragraph H if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. Upon final approval by the CITY, the CONSULTANT shall fiu -nish to the CITY a minimum of 24 sets of drawingspecifications, at no additional cost to the CITY, for bidding purposes, unless instructed otherwise. J. The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) as necessary, to ascertain that the construction documents meet the necessary requirements to obtain all the necessary permits for construction. CONSULTANT shall respond to all technical questions from regulatory agencies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. ■ Professional Services Agreement General Engineering Services December 2004 Page 5 of 16 2.2.4 Phase IV - Bidding and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids and awarding and preparing construction contracts. The CONSULTANT shall attend all pre -bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B. The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre - Qualification of bidders is required as set forth in the Request for Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. If the lowest responsible Base Bid received exceeds the Total Allocated Funds the CITY may: 1. approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. suspend or abandon the Project, or 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re-bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds. When the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an Agreement with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the project. 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the ■ Professional Services Agreement General Engineering Services December 2004 Page 6 of 16 extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings. D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSULTANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK as set forth in this Agreement and defined by the Scope of WORK issued for the individual project. On the basis of the on -site observations„ the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK. He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations .on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, he certifies to the CITY that the WORK has progressed to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. 2. the results of any subsequent tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the Contract Documents, he will have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. Professional Services Agreement General Engineering Services December 2004 Page 7 of 16 I. The CONSULTANT shall promptly review and approve shop drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence with the CITY. J. The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project:. A Punch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor. all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY 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. 2.2.6 Phase VI - Post Construction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the C=, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY, reproducible record drawings updated based on information furnished by the Contractor; such drawings shall become the property of the CITY. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the guarantee/warranties for correction. He shall assist the C= with the administration of guarantee /warranties for correction of defective WORK that may be discovered during the said period. 2.3 Additional Professional Services Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. • Professional Services Agreement General Engineering Services December 2004 Page 8 of 16 A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. C. Planning surveys, site evaluations, or comparative studies of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding utilities) or facilities or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by the CITY. F. Professional detailed Estimates of Construction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Construction Contract, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project, to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement of spaces and/or scheme or any portion). J. The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness in connection with any arbitration proceeding or legal proceeding in connection with a Project. L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CTTY, to be beyond the control of the CONSULTANT. • Professional Services Agreement General Engineering Services December 2004 Page 9 of 16 SECTION 3 - IMWE FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this Agreement and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed. A reasonable extension of time will be granted in the event there is a delay on the part of the CITY in fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed" fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK. Upon agreement of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. In case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, beyond the requirements as identified under Section 2- Professional Services the CITY will pay the direct costs. The fees for Professional Services for each of the WORK shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A. A fixed sum: The fee for a task or a scope of work may be fixed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement, fees in accordance with the following: Category Principal Project Manager Senior Engineer Engineer Construction Manager Construction Inspection Senior Draftsmanfrechnical/CADD Operator Draftsmen Data Processing / Clerical Hourly rates will include all wages, benefits, overhead and profit. Hourly Rate $135 $101 $92 $72 $92 $53 $63 $53 $43 SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase ■ Professional Services Agreement General Engineering Services December 2004 Page 10 of 16 is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase I. 35% upon completion and approval of Phase 11. 55% upon submittal and approval of 50% complete drawings and outline specifications of Phase III. 75% upon 100% completion and approval of Phases In and IV. 90% upon completion of the Project and approval of all WORK Phase V). 100% upon final completion and approval of WORK elements A and B of Phase VI. The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Project Name b. Total Contract amount (CONSULTANT "s lump sum negotiated upset limit fees) C. Percent of work completed. d. Amount earned. e. Amount previously billed., f. Due this invoice. g. Balance remaining h. Summary of work done this billing period. i. Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CTFY with certified payroll data for the WORK reflecting salaries and hourly rates. SECTION 6 - RIGHT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfaction of the CTFY's representative, who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services, and the character, quality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such determination is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. SECTION 7 - OWNERSHIP OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the CITY without restriction or limitation in connection with the • Professional Services Agreement General Engineering Services December 2004 Page 11 of 16 owner's use and occupancy of the project. Reuse of these documents without written agreement from the CONSULTANT shall be the CITY'S sole risk and without liability and legal exposure to the CONSULTANT. When each individual section of the WORK completed under this Agreement is complete; all of the above data shall be delivered to the CITY. SECTION S - COURT APPEARANCES, CONFERENCES AND HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare for or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract. The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION 9 - NOTICES Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or fry mail to the CITY. Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 10 - AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final payment is made. This provision is applicable only to assignments that are on a time and cost basis. SECTION 11— SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under this Agreement without the prior written consent of the C1T'Y. SECTION 12 - WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage; fee, ,gifts or any other considerations contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the CITY shall have the right to annul this contract without liability. SECTION 13 -TERMINATION OF AGREEMENT It is expressly understood and agreed that the CITY may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in • Professional Services Agreement General Engineering Services December 2004 Page 12 of 16 accordance with the provisions of Section 4, such payment to be determined on the basis of the WORK performed by the CONSULTANT up to the time of termination. SECTION 14 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved parry may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return such sums to the CITY within ten (10) days after notice that said sums are due. In the event of litigation by the other party to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall. attorney's fees awarded against the CITY exceed 25% of the award for damages. The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND INDEMNmcATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANT'S professional services under this Agreement. The CONSULTANT shall pay all claims and losses of any nature whatsoever, in connection therewith. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT's actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following insurance: A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5% of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for claims arising out of the services performed by the CONSULTANT or arty person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion of the Professional Services Agreement General Engineering Services December 2004 Page 13 of 16 construction and acceptance of any Project covered by this Agreement. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance which is also acceptable. B. Comprehensive general liability insurance with broad form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence for bodily injury and property damage. Said policy or policies shall name CITY as additional insured and shall reflect the hold harmless provision contained herein. C. Workman's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. D. The policies except for Section 17 A shall contain waiver of subrogation against CITY where applicable, shall expressly provide that such policy or policies are primary over any other collective insurance that CITY may have. The CITY reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. E. All of the above insurance is to be placed with Best rated A -8 or better insurance companies; qualified to do business under the laws of the State of Florida. The CONSULTANT shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing- requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGREEMENT NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. SECTION 19 - CODES, ORDINANCES AND LAWS_ The CONSULTANT agrees to- abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in effect at the time of design which have a direct bearing on the ■ Professional Services Agreement General Engineering Services i December 2004 Page 14 of 16 WORK involved on this project. The CONSULTANT is required to complete Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - ENTIRETY OF AGREEMENT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No.g%g— ,0q- 1 / %-a, duly passed and adopted by the City of South Miami City Commission ��1 ATTEST: CITY OF SOUTH MIAMI aria Menendez, Ciry erk Maria VfTavis, City Manager ATTEST: CONSULTANT: WS.90&S joC.(�c—S')'VC.. STATE OF FLORIDA ss: Acknowledgement of City of South Miami COUNTY OF DADE ) C The foregoing instrument was acknowledged before me this day o , lIL 2004 by MARIA V. DAVIS and MARIA MENENDEZ, City Manager and City Clerk, respectively of the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. 1, , ! v Notary Public,fState of orida Y � pig ._..._. piAfl1A L C+AFiCI • Professional Services Agreement General Engineering Services z C+1r +t r CoM►nISSIOtr t;uASBER December 2004 �' Q 9�FOF MY CohGD 6 ��►Fl`S Page 15 of 16 fro' ,_ OCT. 2.2od5„ STATE OF FLORIDA COUNTY OF DADE Print name: i n Or Commission No: Z 1 3 (Q (0 1 -11 ss: Acknowledgement of Consultant The foregoing instrument was acknowled ed before, e tin ILt� day of O UPiy1 2004 by A NTana �f� Il � of S� • V oSS bsoei A45 on behalf of the CONSULTANT. He is personally known to me or has produced z n c - as identification. APPROVED AS TO FORM & CONTENT City AttO y • Professional Services Agreement Genera! Engineering Services December 2004 �` Page 16 of 16 Notary Public, �ajte of Florida Print name. l i vi A - Ar-ne C° 4 k ALINAG.MENOCAL Commission No Notal Publc • State of Fbddo • �M►CarrrlYobn6�tecDec 1 2000 COMMk w # DD 366m "4iinm ° lOftt�OdbvMft aIN0tMyAm ei i S, � �• PROFESSIONAL SERVICE AGREEMENT General Engineering Services THIS AORMMENT made and entered into this ? day of b &!r.nkM9X by and between the CITY OF SOUTH MIAMI, a political subdivision of the State of Florida, referred to as the "CITY" and CORZO CASTE ILA A CAR13ALLO THOMPSON SAL MAN, P.A., authorized to: do business in the State of Florida, referred to as the "CONSULTANT ". In consideration of the premises and the mutual covenants contained in this agreement, the CITY agrees to employ the CONSULTANT for a period ending on December 1, 2007, and the CONSULTANT agrees to perform all professional services in connection with ' the WORK, as described herein, on a continuing basis in connection with projects where the basic construction -costs does not exceed $500,000.00 or studies which do not exceed $25,000.00, herein after called the "SIItVICES ". SECTION 1- GENERAL PROVISIONS: 1.1 The CONSULTANT may be issued a Notice to Proceed to encompass the entire Basic Services, as defined in paragraph 22 for a project, for a portion of the Basic Services, or for discrete tasks as specified in paragraphs 2.3 Additional Professional Services,_ for the purpose of reviewing work performed by other professional consultants or for other miscellaneous engineering services that may be required. 1.2 A Notice to Proceed will be issued on an as needed basis at the sole discretion of the CITY. The CITY reserves, at all times, the right to perform any and all engineering work in -house or with other engineers. This Agreement does not confer on the CONSULTANT any exclusive rights to CITY WORK, nor does it obligate the CITY in any manner to guarantee WORK for the CONSULTANT. The CONSULTANT may submit proposals for any professional services for which proposals may be publicly solicited by the CITY outside of this agreement. 1.3 The CITY will confer with the CONSULTANT befbre'any Notice to Proceed is issued to discuss the scope of the WORK; the time neededd to complete the WORD and the fee for the services to be rendered in connection with the WORK. 1.4 The CONSULTANT will submit a proposal upon the CITY'S request prior to the issuance of a Notice to Proceed. No payment will be made for the CONSULTANTS time and services in connection with the preparation of any proposal. 1.5 The CITY agrees that it will furnish to the CONSULTANT plans and other data available in the CITY files pertaining to the WORK to be performed under this agreement promptly after each Notice to Proceed.. 1.6 The CONSULTANT agrees to produce and distribute minutes, promptly after each meeting at which their presence is required. 1.7 The CITY agrees to designate a representative who, on behalf of the City Manager shall examine the documents submitted by the CONSULTANT and shall render decisions promptly, to avoid unreasonable delay in the progress of the CONSULTANT'S services. The CONSULTANT shall keep the CITY'S representative advised on the project status at all times. 1.8 The CITY agrees to issue all directives and approval in writing. - SECTION 2 - PROFESSIONAL SERVICES 2.1 General En igeine Services The professional services to be provided by the consultant are as follows: A. Roadway engineering to include streets, sidewalk, curb, gutter, drainage, associated traffic control devices, striping, lighting, speed reduction devices and incidental landscaping. B. Drainage Design includes the necessary analysis needed -to implement proposed drainage improvements, preparation of paving apd drainage plan for municipal building and facilities. C. Civil Engineering, to include Water Distribution Systems Improvement / Analysis and design and Sanitary Sewer System Evaluation and design. D. Traffic engineering services will include daily volume counts, data analysis, preparation of conceptual improvements plan, present reports and recommendation to stakeholders and preparation of final traffic engineering report. E. Environmental Engineering, to including, site investigation and design needed to prepare remediation plans to mitigate underground storage .tanks, ,hazardous waste materials and asbestos materials. F. Other incidental services associated to the above items. 2.2 Basic Services The Basic Services, for design and construction, consist of six {6'1) phases described in Paragraph 2.2.1 through 2.2.6. The scope outlined below is applicable in its entirety to projects for which completed Basic Services are authorized. Upon authorization to proceed from the CITY, the CONSULTANT agrees.to provide complete professional engineering services for any portion or all of the six Phases outlined below.-`The CONSULTANT agrees to co- ordinate his effort with that of any other engineering; landscape architectural or architectural CONSULTANTS to assure a coordinated and complete WORK The lead CONSULTANT as designated by • Pmfewiond services Age=xw c3 moral rm&eexiag smvic= D= mber=4 Page 2 of 16 the CITY shall prepare the final bid package including bid documents and specifications, which shall be prepared by, and be the responsibility of the respective disciplines. 2.2.1 Phase I Preliminary and Schematic Design: A. The CONSULTANT shall confer with representatives-of the CITY and the using agency to determine the full scope of the Project that will meet the program requirements, and shall advise the CITY if, in the CONSULTANTS opinion,` -the allocated funds are adequate to accomplish the program requirements. _ B. The CONSULTANT shall use proper and adequate design control to assure the CITY that the program requirements will be met. C. The CONSULTANT shall prepare a Design Concept ,.acid Schematic Report, comprising of the Project Timetable (Master Schedule), Planning Simiiary (unless advised otherwise), Schematic Design Studies (unless advised otherwise) as defined below, and the Statement of Probable Construction Cost. D. The Proposed Project Timetable shall consist of a schedule showing the proposed completion date on each Phase of the Project through design, bidding, :construction, and proposed date of completion. E. The Planning Summary (unless advised otherwise) shall consist of a vicinity plan and blow- up of the Site (if applicable) showing Project orientation, and a brief summary of all pertinent planning criteria used for the Project. F. The Schematic Design Studies (unless advised otherwise) shall consist of all plans, elevations, sections, etc. as required to show the scale and relationship of the parts and the design concept of the whole. A simple perspective sketch, model or photograph thereof may be provided to further show the design concept G. The CONSULTANT shall present the Schematic design studies to the appropriate Boards for their approval when the project requires such approval. I-L The CONSULTANT shall present the schematic design studies to all the appropriate utility companies (such as FPL, Southern Bell, Dynamic Cable, MDWASA, etc.) for any conflict with their utilities. I. The Statement of Probable Construction. Cost shall include estimated cost of the Project including fixed equipment, professional fees, contingencies (if any), escalation factors adjusted to the estimated bid date, movable estimate (if any), and utility service extensions (if applicable). The CONSULTANTS opinions of probable Total Project Costs and Professional Services Apeemmt General Eaem=ing Seavi= Decembar 2004 Page 3 of 16 Construction Cost are to be made on the basis of CONSULTANT'S experience and qualifications and represent CONSULTANT'S best judgement as an experienced and qualified professional engineer, familiar with the local construction industry and prices. L The CONSULTANT shall submit and present two (2) copies of all documents required under this Phase, without. additional charge, for approval by the CITY and he shall not proceed with the next Phase until directed by the CITY. 2.2.2 Phase II — Study and Design Development: A. From the approved Schematic Design documents, the 'CONSULTANT shall prepare Design Development Documents, comprising . the- drawings, outline specifications and other documents to fix and describe the size and character of the entire Project as to construction and finish materials and other items incidental thereto as may be appropriate and applicable. B. The Design Development Documents shall comprise:_ the Proposed Project Timetable (updated), Outline Specifications, Updated Statement of Probable Construction Cost, and Design Development Drawings, etc., as- required to clearly delineate the Project. If the Updated Statement of Probable Construction Cost exceeds the allocated funds, feasible cost or scope reduction options shall be included. C. The CONSULTANT shall submit and present two (2) sets -of all documents required under this Phase, without additional charge, for approval by the CITY and not proceed with the next Phase until directed by the CITY. D. The CONSULTANT shall at all times monitor the Probable Construction Costs to make certain they remain within the total allocated budget. A.;Notice to Proceed to Phase III will not be issued if the latest statement of Probable Construction°Cost exceeds the total allocated funds. 2.2.3 Phase ffi - Final Design / Construction Documents Development: - A. From the approved Design Development Documents, the CONSULTANT shall prepare Final Construction Documents setting forth in detail the requirements for the construction of the Project including the Proposal (Bid[) Form and other necessary information for bidders, Conditions of the Contract, and Complete Drawings and Specifications. CONSULTANT shall use Construction Specifications Institute (CSI) Standards and the City of South Miami Standard forms for the preparation of the proposal (bid) forms, instructions to Bidders, conditions of Contract and Specifications. The CONSULTANT shall review all existing City Specifications, for completeness prior to use and... shall supply all needed additional specifications. B. The Construction Documents shall be prepared in a manner that will assure clarity of linework, notes, and dimensions, when the documents are reduced to 50% of their size. All drawings shall be on 24" x 36" paper ( "D" size), on the City's standard sheet format, unless approved otherwise. Professional services Agremwt General Fmgb=dng Services December 2004 Page 4 of 16 C. All construction documents shall be submitted. in both, `%hard copy" and electronic media in a mutually agreed upon electronic forEnat, but generally as faIlows: 1. Non - drawing submittals in Microsoft Office format. 2. Drawings in AutoCAD. format. 3. GIS files should be in ArcView format Version3.2. D. When the development of the drawings has progressed to _at least 50°% completion in Phase 111, the CONSULTANT shall submit two (2) copies to the MY for approval, without additional charge, along with updated outline specifications. The CONSULTANT shall also submit at this time an updated Statement of Probable Construction cost as indicated by time factor, changes in requirements, or general market conditions and an updated Project Schedule. E. The CONSULTANT shall not proceed with the further development until approval of the 50% documents is received from the CITY. The CONSULTANT shall make all changes to documents. The 50°% complete Check set shall be returned to the CITY. F. A Notice to Proceed for the completion of Phase III will' -not be issued if the latest Statement of Probable Construction Cost exceeds the total allocated finds, unless the CITY increases the total allocated finds or the CONSULTANT and the CITY agrees on methods of cost reductions sufficient to enable construction within the funds available. G. Upon 100% completion of the Construction Documents, the CONSULTANT shall submit to the CITY a final, updated Statement of Probable Construction Cost along with two (2) copies each of Check Set of drawings, specifications, reports, "programs, etc., without additional charge, for a final review and comments or approvals. H. The CONSULTANT shall make all the .necessary presentations to the appropriate CITY Boards (such as Environmental Review Board, Historical Preservation Board etc.) for the final approval. L The CONSULTANT at no extra cost to the CITY shall make all required changes or additions and resolve all questions resulting from paragraph H if the changes or additions do not alter the scope of the project as determined under paragraph 2.2.1 A. The 100% complete Check set shall be returned to the CITY. 1CTpon final approval :by the CITY, the CONSULTANT shall furnish to the C1TY a minimum of 24 sets of diwgings and specifications. at no additional cost to the CITY, for bidding purposes, unless instructed otherwise. ' I The CONSULTANT shall arrange for "dry runs" and/or make final submissions to appropriate authorities (regulatory agencies to include and not limited to City, County, State or Federal) As necessary, to ascertain that the construedOn documents meet the necessary requirements to .obtain all the necessary permits for 'construction. CONSULTANT shall - Professional services Agreement Genaal Engineering services Dwember2004 Page 5 of 16 respond to all technical questions from regulatory age4cies. CONSULTANT shall modify, at no additional cost to CITY, in order to acquire the necessary permits. 2.2.4 Phase TV - Biddies and Negotiation Phase: A. Upon obtaining all necessary approvals of the Construction, Documents, and approval by the CITY of the latest Statement of Probable Construction Cost, the CONSULTANT shall furnish the drawings and specifications as indicated above for bidding, and assist the CITY in obtaining bids and awarding and preparing construction, contracts. The CONSULTANT shall attend all pre-bid conferences. The CONSULTANT shall be present during the bid opening and as part of his assistance to the CITY will tally, evaluate and issue a recommendation to the CITY after verifying bond, insurance documents, questionnaire and reference submitted by the constructor. B The CONSULTANT shall issue Addenda through the CITY as appropriate to clarify, correct or change Bid Documents. C. If Pre- Qualification of bidders is required as set forth: in the Request for Qualification, CONSULTANT shall assist City in developing qualification criteria, review qualifications of prospective bidders, and recommend acceptance or rejection of the prospective bidders. D. if the Iowest responsible Base Bid received exceeds the Total Allocated Punds the CITY may: 1. approve the increase in Project Cost and award a construction contract or, 2. reject all bids and rebid the Project within a reasonable time with no change in the Project, or 3. direct the CONSULTANT to revise the Project scope or quality, or both, as approved by the CITY and rebid the Project, or 4. suspend or abandon the Project, or. 5. exercise all options under the City Charter and State Law. NOTE: Under item (2) above, the CONSULTANT shall, without additional compensation, assist the CITY in obtaining re -bids, and awarding the re -bid of the project. Under item (3) above, the CONSULTANT shall, without additional compensation, modify the Construction Documents as necessary to bring the Probable Construction Cost within the Total Allocated Funds. When *the lowest responsible bid is over 15% of the CONSULTANT estimate. E. For the purpose of payment to the CONSULTANT, the Bidding Phase will terminate and the services of the CONSULTANT will be considered complete upon signing of an Agreement with a Contractor. Rejection of bids by the CITY does not constitute cancellation of the Project- 2.2.5 Phase V — General Administration of the Construction Contract: A. The Construction Phase will begin with the award of the Construction Contract and will end when the Contractor's final Payment Certificate is approved and paid by the CITY. Profwsianai Services Aweammt Gmernl rm&e ring Services tx=tcr zoos Page 6 of 16 B. The CONSULTANT, as the representative of the CITY during the Construction Phase, shall advise and consult with the CITY and shall have authority to act on behalf of the CITY to the extent provided in the General Conditions and as modified in the Supplementary Conditions of the Construction Contract. C. The CONSULTANT shall attend pre - construction meetings: D. The CONSULTANT shall at all times have access to the project wherever it is in preparation or progress. E. The CONSULTANT shall visit the site at' least weekly and at all key construction events to ascertain the progress of the Project and to determine in general if the WORK is proceeding in accordance with the Contract Documents. On the basis of on -site observations, the CONSULTANT will use reasonable and customary care to guard the CITY against defects and deficiencies in the WORK. The CONSUL'T'ANT may be required to provide continuous daily on -site observations to check the quality or quantity of the WORK -as set forth in this Agreement and defined by the Scope of WORK issued for the individual project. On the basis of the on-site observations, the CONSULTANT will advise the CITY as to the progress of and any observed defects and deficiencies in the WORK immediately in writing. F. The CONSULTANT shall furnish the CITY with a written report of all observations of the WORK made by him during each visit to the WORK: He shall also note the general status and progress of the WORK, and shall submit same in a timely manner. The CONSULTANT shall ascertain at least monthly that the Contractor is making timely, accurate, and complete notations on record drawings. G. Based on observations at the site and on the Contractor's Payment Certificate, the CONSULTANT shall determine the amount due the Contractor on account and he shall recommend approval of the Certificate in such amounts. The recommendation of approval of a Payment Certificate shall constitute a representation by the CONSULTANT to the CITY that, he certifies to the CITY that the WORK has progressedd, to the point indicated, and the quality of the WORK is in accordance with the Contract Documents subject to: 1. an evaluation of the WORK for conformance with the contract documents upon substantial completion. _ 2. the results of any subsequent tests required by the contract documents. 3. minor deviations from the contract documents correctable prior to completion and acceptance of the project. H. The CONSULTANT shall have an affirmative duty to recommend rejection of WORK, which does not conform, to the Contract Documents. Whenever, in his reasonable opinion, he considers it necessary or advisable to insure compliance with the. Contract Documents, he will Professional SeM= Agreemnt General Fagmea s SWAM Deecmber 20D4 Page 7 of 16 have authority (with the City's prior approval) to recommend special inspections or testing of any WORK deemed not to be in accordance with the Contract whether or not such WORK has been fabricated and delivered to the Project, or installed and completed. I. The CONSULTANT shall promptly review and approve. -top drawings, samples, and other submissions of the Contractor for conformance with the design concept of the Project and for compliance with the Contract Documents. Changes or substitutions to the Contract Documents shall not be authorized without concurrence. with the CITY. I The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project initiated by others, and initiate proposed change orders as required by his own observations. K The CONSULTANT shall examine the WORK upon receipt of the Contractor's Certificate of Substantial Completion of the Project. A Pinch List of any defects and discrepancies in the WORK required to be corrected by the Contractor shall, be prepared by the CONSULTANT in conjunction with representatives of the CITY and satisfactory performance obtained before the CONSULTANT recommends execution of Certificate of Final Acceptance and final payment to the Contractor. He shall obtain from the Contractor all warranties, guarantees, operating and maintenance manuals for equipment, releases of lien and such other documents and certificates as may be required by applicable codes, laws, policy regulations and the specifications, and deliver them to the CITY. L. The CONSULTANT shall provide assistance in obtaining Contractor's compliance with the Contract Documents relative to, 1) initial instruction of CITY 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. 2.2.6 Phase VI - Post nstinction Administration A. The CONSULTANT shall prepare and provide the CITY with a written manual, to be used by the CITY, outlining the implementation plan of all the required maintenance necessary to keep the proposed WORK operational in a safe and effective manner. B. The CONSULTANT shall furnish to the CITY reproducible record drawings undated based on information famished by the Contractor, such drawings shall become the property of the My. C. The CONSULTANT shall assist in the inspection of the WORK one month before the expiration of any guarantee period or the sixth month whichever is earlier and report any defective WORK in the Project under terms of the gu mnleedwarranties for correction. He shall assist the CITY with the administration of guarantee/warranties for correction of defective WORK that may be discovered during the said period. 2.3 Additional Professional Services • Professional Services Agreement C=wal Engineering Services December 2004 Page 9 of 16 Additional Services as listed below are normally considered to be beyond the scope of the Basic Services for design and construction, as defined in this Agreement but which are additional services which may be authorized within the Scope of Work given the CONSULTANT. A. Special analysis of the CITY'S needs, and special programming requirements for a project. B. Financial feasibility, life cycle costing or other special studies. . C. Planning surveys, site evaluations, or comparative studieg..of prospective sites. D. Design services relative to future facilities, systems and equipment, which are not intended to be constructed as part of a specific Project. E. Services to investigate existing conditions (excluding. utilities) or facilities or to make measured drawings thereof, or to verify the accuracy o€ drawings or other information furnished by the CITY. F. Professional detailed Estimates of Gmstruction Cost consisting of quantity surveys itemizing all material, equipment and labor required for a Project. G. Consultation concerning replacement of any WORK..damaged by fire or other cause during construction, and furnishing professional services of the type set forth in Basic Services as may be required relative to replacement of such WORK, providing the cause is found by the CITY to be other than by fault of the CONSULTANT. H. Professional services made necessary by the default of the Contractor or by major defects in the WORK under the Constriction Contract,. providing the cause is found by the CITY to be other than by fault of the CONSULTANT. I. Making major revisions changing the Scope of a project,.to drawings and specifications when such revisions are inconsistent with written approvals or instruction previously given by the CITY and are due to causes beyond the control of the CONSULTANT. (Major revisions are defined as those changing the Scope and arrangement "of- spaces and/or scheme or any portion). L The services of one or more full -time Project Representatives. K. Preparing to serve or serving as an expert witness iri•- connection with any arbitration proceeding or legal proceeding in connection with a Project: L. Professional services required after approval by the CITY or the Contractor's Requisition for Final Payment, except as otherwise required under Basic Services. ■ Professional services Aweamwt _ Genead Fatg =iAg Services DecembM2004 Page 9 of 16 M. Preparing supporting data, drawings, and specifications as may be required for Change Orders affecting the scope of a Project provided the Changes are due to causes found by the CITY, to be beyond the control of the CONSULTANT. SECTION 3 - TRYIE FOR COMPLETION: The services to be rendered by the CONSULTANT for any WORK shall be commenced upon written Notice to Proceed from the CITY subsequent to the execution of this Agreement and shall be completed within the time based on reasonable determination, stated in the said Notice to Proceed: A reasonable extension of time will be ,granted in the event there is a delay on the part of the CITY in fulfilling its part of the Agreement, change of scope of work or should any other events beyond the control of the CONSULTANT render performance of his duties impossible. SECTION 4 - BASIS OF COMPENSATION The CONSULTANT agrees to negotiate a "not to exceed' fee or a fixed sum fee for each of the WORK assigned to him based on the Scope of such WORK Upon agreement of a fee, the CITY will issue a written authorization to proceed to the CONSULTANT. bx case of emergency, the CITY reserves the right to issue oral authorization to the CONSULTANT, with the understanding that written confirmation will follow immediately thereafter. For reproduction of plans and specifications, lieyond the requirements as identified under Section 2- Professional Services the CITY will pay the direct costs. The fees for Professional Services for each of the WORK shall be determined by one of the following methods or a combination thereof, as mutually agreed upon by the CITY and the CONSULTANT. A. A fixed sum: The fee for a task or a scope of work maybe wed sum as mutually agreed upon by the CITY and the CONSULTANT: B. Hourly rate fee: The CITY agrees to pay, and the CONSULTANT agrees to accept, for the services rendered pursuant to this Agreement, fees in accordance with the following. Cate o Hourly Rate Principal $135 Project Manager $105 Senior Engineer $95 Engineer $75 Construction Manager $100 Construction inspection $55 _; Senior DraftsmaryTechnicalICADD Operator $60 Draftsmen $55 Data Processing / Clerical $40 Hourly rates will include all wages, benefits, overhead and profit. • Professional Services Agremwt General Engineering Services December 2004 Page 10 of 16 SECTION 5 - PAYMENT AND PARTIAL PAYMENTS The CITY will make monthly payments or partial payments to the CONSULTANT for all authorized WORK performed during the previous calendar month. For design and construction projects where fee for each phase is not specified, such payment shall, in the aggregate, not exceed the percentage of the estimated total Basic Compensation indicated below for each phase: 15% upon completion and approval of Phase I. 35% upon completion and approval of Phase II. 55% upon submittal and approval of 50 % complete drawings and outline specifications of Phase IIl. 75% upon 100% completion and approval of Phases III and IV. 90% upon completion of the Project and approval of all WORK Phase V). 100% upon final completion and approval of WORK elements A aiid B of Phase VL The CONSULTANT shall submit an original invoice to the City's project representative. The invoice shall contain the following information: 1. The amount of the invoices submitted shall be the amount due for all WORK performed to date as certified by the CONSULTANT. 2. The request for payment shall include the following information: a. Project Name b. Total Contract amount (CONSULTANT's lump sum negotiated upset limit fees) C. Percent of work completed. d. Amount earned. e. Amount previously billed. f. Due this invoice. g. Balance remaining h. Summary of work done this billing period. L Invoice number and date. 3. Upon request by the CITY the CONSULTANT shall provide the CITY with certified payroll data for the WORK reflecting salaries and hourly rates. SECTION 6 - R1GAT OF DECISIONS All services shall be performed by the CONSULTANT to the satisfactiomof the CrI Y's representative, who shall decide all questions, difficulties and disputes of whatever nature-which 9nay arise under or by reason of this Agreement, the prosecution and fulfillment of the services, and the character, duality, amount and value and the representative's decisions upon all claims, questions, and disputes shall be final, conclusive and binding upon the parties unless such detonation is clearly arbitrary or unreasonable. In the event that the CONSULTANT does not concur in the judgement of the representative as to any decisions made by him, he shall present his written objections to the City Manager and shall abide by- the decision of the City Manager. Nothing in this section shall mean to deny the right to arbitrate, by either party, in accordance with the Industry Arbitration Rules of the American Arbitration Association. • Professional services Agnu=wmt General a4ineering services. Deumbir 2004 Page 11 of 16 SECTION 7 - OF DOCUMENTS All reports and reproducible plans, and other data developed by the CONSULTANT for the purpose of this Agreement shall become the property of the MY without restriction or limitation in connection with the owner's use and occupancy of the project. Reuse of these documents, without written agreement from the CONSULTANT shall be the Cl'I''S sole risk and without liability and lgal exposure to the CONSULTANT. When each individual section of the WORK completed. under this Agreement is complete; all of the above data shall be delivered to the CITY. SECTION 8. COURT APPEARANCES. CONFERENCES AND HEARINGS Nothing in this contract shall obligate the CONSULTANT to prepare % or appear in litigation on behalf of the CITY without additional compensation except for any dispute arising out of this contract.' The amount of such compensation shall be mutually agreed upon and be subject to a supplemental agreement approved by the City Commissioners and upon receipt of written authorization from the CITY prior to performance of a court appearance and conference. The CONSULTANT shall confer with the CITY at anytime during: construction of the improvement contemplated as to interpretation of plans, correction of errors and omissions and preparation of any necessary plan thereof to correct such errors and omissions or clarify without added compensation. SECTION 9 - NOTICES Any notices, reports or other written communications from the CONSULTANT to the CITY shall be considered delivered when delivered by courier or by mail to the - CITY Any notices, reports or other communications from the CITY to the CONSULTANT shall be considered delivered when delivered by the CONSULTANT in person or by mail to said CONSULTANT or his authorized representative. SECTION 14 - AUDIT RIGHTS The CITY reserves the right to audit the records of the CONSULTANT related to this Agreement at any time during the execution of the WORK and for a period of one year after final - payment is made. This provision is applicable only to assignments that are on a time and cost basis. SECTION 11— SUBLETTING The CONSULTANT shall not sublet, assign, or transfer any WORK under this Agreement without the prior written consent of the CTTY. SECTION 12 - WARRANTY The CONSULTANT warrants that he 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 contract and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT any fee, commission, percentage fee, gifts or any other.considerations contingent upon or resulting from the award or making of this contract. For breach or violation -of this warranty, the CITY shall have the right to annul this contract without liability. • Professional services Agreement General Engin=ZiBg Services December 2004 Page 12 of 16 SECTION 13 - TERMINATION OF AGREEMENT It is expressly understood and agreed thhat the CTI`Y may terminate this Agreement without penalty by declining to issue Notice to Proceed authorizing WORK, in which event the CITY'S sole obligation to the CONSULTANT shall be payment for those units or sections of the WORK previously authorized in accordance with the provisions of Section 4, such payment to be deteimined on the basis of the WORK performed by the CONSULTANT up to the time of termination. SECTION 14 - DURATION OF AGREEMENT This Agreement, for the purpose of issuing new WORK shall remain in full force and effect for a period ending December 1, 2007, although the actual completion of performance may extend beyond such term, or until the depletion of funds allocated for the WORK, or unless otherwise terminated by mutual consent of the parties hereto. SECTION 15 - RENEWAL OPTION This agreement may be renewed, at the sole discretion of the CITY, for a maximum of one two year term at the end of the initial period. SECTION 16 - DEFAULT In the event either party fails to comply with the provisions of this Agreement, the aggrieved party may declare the other party in default and notify him in writing. In such event, the CONSULTANT will only be compensated for any completed professional services. In the event partial payment has been made for such professional services not completed, the CONSULTANT shall return_such -sums to the CITY within ten (10) days after notice that said sums are due. In the event of litigation by the other party to enforce the provisions of this contract, the prevailing party will be compensated for reasonable attorney's fees. In no event shall attorney's fees awarded against the CITY exceed 25% of the award for damages: The CITY does not waive sovereign immunity from awards of prejudgment interest. SECTION 17 - INSURANCE AND INDEMNIFICATION The CONSULTANT shall not commence WORK on this Agreement until he has obtained all insurance required by the CITY. The CONSULTANT shall indemnify and save the CITY harmless from any and all claims, liability, losses and causes of actions arising solely out of a negligent error, omission, or act of the CONSULTANT incident to the performance of the CONSULTANT'S professional services under this Agreement. The CONSULTANT shall pay all claims and losses of any nature whatsoever, in connection therewith. The CONSULTANT agrees and recognizes that the CITY shall not be held liable or responsible for any claims, which may result from actions or omissions of the CONSULTANT's actions. In reviewing, approving or rejecting any submissions or acts of the CONSULTANT, the CITY in no way assumes or shares responsibility or liability of the CONSULTANTS or Sub - consultants, the'.registered professionals under this Agreement. The CONSULTANT shall maintain during the term of this Agreement the following insurance: Professional Services Agreement General Engineering Services December 2004 Page 13 of 16 A. Professional Liability Insurance in the amount of $1,000,000 with deductible per claim if any, not to exceed 5 % of the limit of liability providing for all sums which the CONSULTANT shall become legally obligated to pay as damages for.: claims arising out of the services performed by the CONSULTANT or any person employed by him in connection with this Agreement. This insurance shall be maintained for three years after completion of the construction and acceptance of any Project covered by this Agreement. However, the CONSULTANT may purchase Specific Project Professional Liability Insurance which is also acceptable. B. Comprehensive general liability insurance with broad' form endorsement, including automobile liability, completed operations and products liability, contractual liability, severability of interest with cross liability provision, and personal injury and property damage liability with limits of $1,000,000 combined single limit per occurrence for bodily injury and property .damage. Said policy or policies shall name CITY as additional insured and shall reflect the hold harmless provision contained herein. ... . C. Worlonan's Compensation Insurance in compliance with Chapter 440, Florida Statutes, as presently written or hereafter amended. D. The policies except for Section. 17 A shall contain waiver. ;pf subrogation against CITY where applicable, shall expressly provide that such policy or-'policies are primary over any other collective insurance that CITY may have. The' CITY reserves the right to request a copy of the required policies for review. All policies shall contain a "severability of interest" or "cross liability" clause without obligation for premium payment of the CITY. L. All of the above insurance is to be placed with Best rated "A-8 or better insurance companies, qualified to do business under the laws of the. State of Floridan The CONSULTANT shall furnish certificates of insurance to the CITY prior to the commencement of operations, which certificates shall clearly indicate that the CONSULTANT has obtained insurance in the type, amount, and classification as required for strict. compliance with this Section and that no reduction in limits by endorsement during the policy term, or cancellation of this insurance shall be effective without thirty (30) days prior written notice to the CITY. Compliance with the foregoing requirements shall not relieve the CONSULTANT of his liability and obligations under this Section or under any other portion of this Agreement. SECTION 18 - AGREFMt N'1' NOT EXCLUSIVE Nothing in this Agreement shall prevent the CITY from employing other CONSULTANTS to perform the same or similar services. Pcafessiomal services Agreement amend &&eering Services Dwember 20Q4 Page 14 of 16 SECTION 19 - CODES. ORDINANCES AND LAWS The CONSULTANT agrees to abide and be governed by all duly promulgated and published CITY, County, State and Federal codes, ordinances and laws in effect at the time of design which have a direct bearing on the WORK involved on this project. The CONSULTANT is required to complete.Public Entity Crimes Affidavit form (attached) pursuant to FS 287.133(3)(a). SECTION 20 - ENTIRETY OF AGRF,%a1MqT This writing embodies the entire Agreement and understanding between the parties hereto, and there are no other Agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement slia.Yl' be valid unless made in writing and signed by both parties hereto, upon appropriate action by the City Commissioners. IN WITNESS WHEREOF, this Agreement is accepted on the date first above written subject to the terms and conditions set forth herein. Authority of Resolution No.03—Dq- it? to Z, duly passed and adopted by the City of South Miami City Conmiission Y)0?1' j& POP ATTEST: Maria Menendez, City Clerk A STATE OF FLORIDA CITY OF SOUTH MIAMI Maria V. Avis, City Manager CONSULTANT: VLCU -pius10604r ss: Acknowledgement of City of South Miami COUNTY OF DADE } The foregoing instrument was acknowledged before me this day of�i 11 ��' . 2004 by MARIA V. DAVIS and MARIA M04ENDEZ, City Manager and �res respectively of ty Manag 1ty rk, pec y the CITY OF SOUTH MIAMI, on behalf of the CITY, who are personally known to me. Professional Services Agreement General Engineering Services December 20D4 Page 15 of 16 STATE OF FLORIDA ) ss: Acknowledarement of Consultan COUNTY OF DADE ) 146tary Public, statdof Florida Print name: �"•1- -'�� /J Commission No: p W i� COM1. MSMN NUAdBEA DD0818W MYCOMMSSION WASS pfd F f,.CP OCT. 2.2005 The foregoiunlgg instrt ent was acknowle_d_ged before me this day of . 2004 by t2arylon CpeSki ( 6t F of 037- on behalf of the CONSULTANT. He is personally known to me or has produced , as identification. "lCt -L2� Ntary Public, State of Florida Print name: i5�'uCe �V1 tom. (rs Commission No: p L G ? -7 4 APPROVED AS TO FORM & CONTEI`iT C Cl orney Professional Services Agreement General Engineering Services December 2004 Page 16 of 16 Grace Nkxwe5 AN . my Goo, DO 2gT742 �� Explces ryovembe� 18, 2007 sr on