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Bermello Ajamil & Partners, Inc., Agreementaooq- ~ 7~ ~ 9 G 7 0 - 9~9~a y AGREEMENT BETWEEN CITY OF MIAMI BEACH AND BERMELLO AJAMIL & PARTNERS, INC. FOR PROFESSIONAL CERTIFIED ENGINEER INSPECTION (CEI) SERVICES PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 03-08/09. FOR THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) WORK INCLUDED IN THE WATER MAINS AND SANITARY SEWER MAINS, AND MILLING AND RESURFACING IMPROVEMENTS ALONG INDIAN CREEK DRIVE BETWEEN 26T" AND 41ST STREETS. August 12, 2009 INDIAN CREEK CEI AGREEMENT TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1 DEFINITIONS 2 1.1 City 2 1.2 City Commission 2 1.3 City Manager 2 1.4 Proposal Documents 2 1.5 Consultant 2 1.6 City's Project Coordinator 3 1.7 Basic Services 3 1.8 The Project 3 1.8.1 The Project Cost 3 1.8.2 The Project Scope 3 1.9 Construction Cost 3 1.9.1 Construction Cost Budget 4 1.9.2 Statement of Probable Construction Cost 4 1.10 Force Majeure 4 1.11 Contract Documents 4 1.12 Contract Amendment 4 1.13 Services 5 1.14 Schedules 5 1.15 Scope of Services 5 ARTICLE 2. CONSULTANT'S SERVICES 6 2.1 Basic Services 7 2.2 Additional Services 7 2.3 Responsibility for Claims and Liabilities 7 2.4 Time 7 ARTICLE 3. THE CITY'S RESPONSIBILITIES 12 ARTICLE 4. ADDITIONAL SERVICES 15 ARTICLE 5. REIMBURSABLE EXPENSES 16 ARTICLE 6. COMPENSATION FOR SERVICES 17 ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 19 ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 20 ARTICLE 9. TERMINATION OF AGREEMENT 20 ARTICLE 10 .INSURANCE 22 ARTICLE 11 .INDEMNIFICATION 23 INDIAN CREEK CEI AGREEMENT ARTICLE 12.VENUE ARTICLE 13. LIMITATION OF LIABILITY ARTICLE 14. NOTICE ARTICLE 15. MISCELLANEOUS PROVISIONS ATTACHED SCHEDULES: SCHEDULE "A" - SCOPE OF SERVICES SCHEDULE "B" - CONSULTANT COMPENSATION 24 24 25 26 29 35 INDIAN CREEK CEI AGREEMENT TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND BERMELLO AJAMIL & PARTNERS, INC. FOR PROFESSIONAL CERTIFIED ENGINEER INSPECTION (CEI) SERVICES PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 03-08/09. FOR THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) WORK INCLUDED IN THE WATER MAINS AND SANITARY SEWER MAINS, AND MILLING AND RESURFACING IMPROVEMENTS ALONG INDIAN CREEK DRIVE BETWEEN 26T" AND 41ST STREETS. This Agreement made and entered into this ~ ~~day of ~ 2t , 2009, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and BERMELLO AJAMIL & PARTNERS, INC., a Florida corporation, having its principal office at 2601 South Bayshore Drive, Miami, Florida 33133 (hereinafter referred to as Consultant). WITNESSETH: WHEREAS, the City intends to undertake a project within the City of Miami Beach, which is more particularly described in this Agreement and the attached Schedule "A" (Scope of Services), and wishes to engage the Consultant to provide engineering inspection services, and related professional services for the Project at the agreed fees as set forth in this Agreement; and WHEREAS, the Consultant desires to contract with the City for perFormance of architectural, master planning, and related professional services relative to the Project, as hereinafter set forth. 1 INDIAN CREEK CEI AGREEMENT NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreements herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY: The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. 1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized designees (including the Project Coordinator), who shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations to the Consultant; exclusive of those authorizations reserved to the City Commission. 1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualifications RFQ No. 03-08/09, For Professional Construction Engineering and Inspection (CEI) Services of the Water Mains, Sanitary Sewer Mains, and Milling and Resurfacing Improvements along Indian Creek between 26th and 41St Streets. issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto (Proposal), which is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. 1.5 CONSULTANT: The "Consultant" is herein defined as Bermello Ajamil & Partners, Inc., a Florida corporation, having its principal office at 2601 South 2 INDIAN CREEK CEI AGREEMENT Bayshore Drive, Miami, Florida 33133. When the term "Consultant" is used in this Agreement it shall be deemed to include any sub-Consultants and any other person or entity acting under the direction or control of Consultant. Any sub- Consultants retained by Consultant pursuant to this Agreement and the Project shall be subject to the prior written approval of the City Manager. 1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual appointed by the City Manager who shall be the City's authorized representative to coordinate, direct, and review on behalf of the City, all matters related to the Project, except as otherwise provided herein. 1.7 BASIC SERVICES: "Basic Services" shall include those certain master planning, architectural, landscape architectural, engineering and/or other related professional services as required to complete the Project, as described in Article 2 herein and in Schedule "A" ("Scope of Services"). 1.8 THE PROJECT: The "Project" shall mean that certain City project which has been approved by the City Commission, and as further described in Schedule "A" ("Scope of Services"). 1.8.1 THE PROJECT COST: The "Project Cost", as shall be established by the City, shall mean the total cost of the Project to the City including: Construction Cost, professional compensation, land costs (if any), financing costs, testing services, surveys, or other reimbursable expenses. 1.8.2 THE PROJECT SCOPE: The "Project Scope" shall mean the description of the Project contained in Schedule "A" ("Scope of Services"). 1.9 CONSTRUCTION COST: The "Construction Cost" for the Project shall mean the sum which is the total cost or estimated cost to the City of all elements of the Project, (as specified by the Consultant and approved by the City) 3 INDIAN CREEK CEI AGREEMENT including, at current market rates (with a reasonable allowance for overhead and profit), the cost of labor, materials and any equipment which has been designed, specified, selected or specifically provided for the Project, and including a contingency allowance for unforeseen conditions, not to exceed ten percent (10%) of the construction cost for new construction, or twenty percent (20%) of the construction cost for rehabilitation of historic buildings, and not including the compensation of the Consultant and any sub-Consultants, the cost of land, surveys, testing, or other reimbursable expenses. 1.9.1 CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean an amount budgeted by the City for Construction Cost, of the Project. 1.9.2 STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable Construction Cost" sha(I mean a forecast of Construction Cost for the Project prepared by the Consultant for the guidance of the City. The City shall have the right to verify the Statement of Probable Construction Cost. 1.10 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations enacted after the date of this Agreement and having a substantial impact on the Project; other causes beyond the parties' control; or by any other such causes which the Consultant and the City decide in writing justify the delay; provided, however, that market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the construction process shall not be considered a Force Majeure. 1.11 CONTRACT DOCUMENTS: "Contract Documents" shall mean this 4 INDIAN CREEK CEI AGREEMENT Agreement, any schedules or exhibits attached and incorporated hereto; and any other documents as may be incorporated by reference hereto. 1.12 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written amendment to this Agreement, signed by both parties and including, without limitation, an order to the Consultant (approved by the City and signed by the City's duly authorized representative) authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars ($25,000.00) or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less in amount (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such Contract Amendment. 1.13 SERVICES: The "Services" shall mean all services (including Basic Services and Additional Services, as approved by the City) to be performed on the Project by the Consultant pursuant to this Agreement, whether completed or partially completed, and includes labor and materials, equipment, and such other services provided (or to be provided) by Consultant, as required to fulfill its obligations herein. 1.14 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A -Scope of Services. Schedule B -- Consultant Compensation: The schedule of compensation to the Consultant for Basic Services and Additional Services (as approved by the City), and for Reimbursable Expenses (as defined). Schedule C -Hourly Billing Rate Schedule: The schedule of hourly 5 INDIAN CREEK CEI AGREEMENT compensation rates to the Consultant (as submitted by the Consultant and approved by the City). Schedule D -Project Schedule. 1.15 SCOPE OF SERVICES: "Scope of Services" shall mean the Project scope as described in Schedule "A" ("Scope of Services"), which includes Basic Services and any Additional Services (as approved by the City). ARTICLE 2. CONSULTANT'S SERVICES The Consultant shall provide Services for the Project as required by the Contract Documents and as set forth in Schedule "A" (Scope of Services). The Services for the Project will be commenced by Consultant upon receipt of a written Notice to Proceed issued by the City Manager, and countersigned by Consultant. A separate Notice to Proceed shall be required for commencement of each Task (as delineated in Schedule "A" "Scope of Services"). The Consultant shall be responsible for coordinating with sub-Consultants and other Consultants. Consultant shall conform to all applicable building codes and regulations. Consultant, as it relates to its Services, represents and warrants to the City that it is knowledgeable of codes, rules and regulations applicable in the jurisdictions in which the Project is located, including, without limitation, local ordinances and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, administrative rules and regulations, and Federal laws, rules and regulations. The Consultant agrees to comply with all such laws, codes, rules, and regulations, whether now in effect, or as may be amended or adopted at any time, and shall further take into account all known pending changes to the foregoing, of which it should be reasonably aware. The Consultant represents and warrants that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the 6 INDIAN CREEK CEI AGREEMENT standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents and warrants that it is experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is properly licensed pursuant to the applicable laws, rules and regulations to perform such Services. Consultant represents and warrants that it is responsible for the technical accuracy of its Contract Documents. 2.1 BASIC SERVICES: Consultant shall perform the Basic Services as required in Schedule "A" ("Scope of Services"). 2.2 ADDITIONAL SERVICES: Consultant shall provide those Additional Services as required in Schedule "A" ("Scope of Services"). 2.3 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, or any of its officers, directors, employees, contractors, Consultants, agents and servants, for the accuracy and competency of their designs, working drawings, specifications, or other documents and services; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect, error or omission in such designs, working drawings, specifications or other documents and services; provided, however, that the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City. 2.4 TIME: It is understood that time is of the essence in the completion of the Services, and in this respect the parties agree as follows: 2.4.1 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement and the orderly progress of the work. INDIAN CREEK CEI AGREEMENT 2.4.2 The parties agree that the Services will be performed in a manner that shall conform with the approved Project Schedule, which is attached as Schedule "D" hereto. In the event Consultant is unable to timely complete the Services because of delays resulting from untimely review by the City or other governmental authorities having jurisdiction over the Project, or such other delays which are caused by factors outside the reasonable control of Consultant, Consultant shall immediately provide the Project Coordinator with written notice stating the reason for such delay, and a revised anticipated schedule of completion. Upon receipt and review of Consultant's request (and such other documentation as the Project Coordinator may require), the Project Coordinator may grant a reasonable extension of time for completion for the particular service/work involved (and the City may also provide reasonable compensation, if deemed appropriate) and an adjustment to the Project Schedule will be made. 2.4.3 In providing the Services, the Consultant shall use its best efforts to maintain a constructive, professional, cooperative working relationship with the Project Coordinator and any of all firms and/or individuals that have been contracted or otherwise retained to perform services and / or work pertaining to the Project. 2.4.4 The Consultant shall perform its duties in a competent, timely and professional manner, and shall be responsible to the City for any failure in its performance, except to the extent that acts or omissions by the City make such performance impossible. 2.4.5 Whenever others are required to verify, review, or consider any work performed by Consultant including, without limitation, contractors and/or other design professionals or Consultants retained by the City, the intent of such requirement is to enable the Consultant to receive input from others' professional a INDIAN CREEK CEI AGREEMENT expertise to identify any discrepancies, errors or omissions that are inconsistent with industry standards for design or construction of comparable projects; or which are inconsistent with applicable laws, codes, ordinances, and regulations; or which are inconsistent with standards or decisions provided by the Project Coordinator. Consultant will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified as discrepancies, errors and omissions by others. Consultant shall receive comments from reviewers in writing including, without limitation, via a set of marked-up drawings and specifications. Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as possible and taking into account the requirements of the Project Schedule. 2.4.6. The City shall have the right, at any time, in its sole and absolute discretion, to submit for review to other Consultants (engaged by the City at its own expense) any or all of the services and/or work performed by Consultant in connection with the Services, and the Consultant shall fully cooperate in such review. 2.4.7 Consultant agrees to certify and warrant to the City all estimates of Construction Cost prepared by Consultant. 2.4.8 Consultant represents and warrants to the City that its review and evaluation of the Project budget, Statement of Probable Construction Cost, and any other cost estimates for the Project, represents Consultant's best judgment as an experienced design professional familiar with the construction industry; provided, however, that Consultant cannot (and does not) guarantee that bids or negotiated prices will not vary from any estimate of Construction Cost or other cost evaluation prepared by Consultant. 2.4.9 Consultant agrees that when any portion of the Services relates to a professional service which, under Florida law, requires a license, certification of 9 INDIAN CREEK CEI AGREEMENT authorization, or other form of legal entitlement to practice such Service(s), it shall employ and/or retain only qualified, duly licensed and/or certified personnel to provide same. 2.4.10 Consultant agrees to designate, in writing, within five (5) calendar days after receiving the first Notice to Proceed, a qualified licensed professional to serve as the Consultant's project manager (herein after referred to as the "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of the Services. The person selected by Consultant to serve as its Project Manager shall be subject to the prior written approval of the City Manager. Replacement (including re-assignment) of the approved Project Manager shall not be made without the prior written approval of the City Manager. 2.4.11 Consultant agrees, within fourteen (14) calendar days from receipt of written notice from the City Manager stating the cause therefore, to promptly remove and replace a Project Manager, or any other personnel employed or retained by Consultant on the Project (including without limitation, any sub- Consultant or subcontractors). 2.4.12 Consultant hereby represents and warrants to the City that it has expertise in the type of professional services required to perform the Services. Consultant agrees that all Services shall be subject to the City's review and approval, and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with applicable laws, statutes, ordinances, codes, rules, regulations, and any other requirements of governmental agencies having jurisdiction over the Project (or the Services). In the event of any conflict in these requirements, Consultant shall notify City's Project Coordinator of such conflict and utilize its best professional judgment to advise the City regarding resolution of each such conflict. 10 INDIAN CREEK CEI AGREEMENT 2.4.13 Consultant agrees not to divulge, furnish or otherwise make available to any third party(ies) any non-public information concerning the Services or the Project without the City Manager's prior written consent, unless such disclosure is incident to the proper performance of Consultant's obligations hereunder; or the disclosure is required pursuant to Florida Public Records law; or in the course of judicial proceedings, where such information has been properly subpoenaed. Consultant shall also require its sub-Consultants and subcontractors to comply with the provisions of this subsection. 2.4.14 The City and Consultant acknowledge that the Services (as set forth in Schedule A, "Scope of Services") may not delineate every detail and minor work task required to be performed by Consultant to complete the Project. If, during the course of performance of the Services, Consultant determines that work should be performed to complete the Project which is, in Consultant's opinion, outside the level of effort originally anticipated in the Scope of Services, Consultant shall notify the Project Coordinator, in writing, in a timely manner, and obtain the Project Coordinator's written consent before proceeding with such work. If Consultant proceeds with any such additional work without notifying and obtaining the written consent of the Project Coordinator, said work shall be deemed to be within the original level of effort and deemed included as a Basic Service (whether or not specifically addressed in the Scope of Services). Notice by Consultant to the Project Coordinator (in and of itself) shall not constitute authorization or approval by the City to perform the work. Performance of any such work by Consultant without the prior written consent of the Project Coordinator shall be at Consultant's sole risk. 2.4.15 Consultant shall establish, maintain and categorize any and all documents related to the Project and the Services in accordance with the City Capital Improvement Projects (CIP) Department's filing system, and shall provide CIP with copies of correspondence and other documents, as required by the City to properly track the progress of the work and any issues related to the Project and the Services. In addition, Consultant shall provide electronic document files to 11 INDIAN CREEK CEI AGREEMENT CIP upon completion of the Services. 2.4.16 The City's participation in the design and construction of the Project shall in no way be deemed to relieve the Consultant of its professional duties and responsibilities under the Contract Documents or under applicable law. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall act as the City's representative with respect to the Services and the Project. The Project Coordinator shall have authority to transmit instructions, receive information, and interpret and define City policies and decisions with respect to the Services. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the effect, (or be interpreted as having the effect) of modifying or changing, in any way whatsoever, unless approved by the City Manager or the City Commission (in accordance with Article 1.12), the following: a) the Scope of Services; b) the time within which the Consultant is obligated to commence and complete the Services; or c) the amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall assist Consultant by placing, at Consultant's disposal, all information the City has available pertinent to the Project. Consultant hereby agrees and acknowledges that, in making such information available to the Consultant, the City makes no express or implied certification, representation, or warranty, as to the accuracy or completeness of any such information (including, without limitation, any information provided in the Proposal and .,backup 12 INDIAN CREEK CEI AGREEMENT documentation thereto). Any conclusions or assumptions drawn by Consultant following review of the City's information shall be the sole responsibility of the Consultant, and subject to whatever measures Consultant deems necessary, in accordance with its sole professional judgment, to verify the accuracy or completeness of same. If Consultant deems that it is necessary to undertake additional work due to inaccurate, incomplete or incorrect information supplied by the City, Consultant shall notify the Project Coordinator, in writing, in a timely manner, and obtain the Project Coordinator's written consent before proceeding with such work. If Consultant proceeds with without obtaining the consent of the Project Coordinator, said work shall be deemed to be within the original level of effort and deemed included as a Basic Service. 3.3 The City has established the Construction Cost Budget for the Project, as set forth in Schedule "A." 3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling services for the Project at any time including, without limitation, auditing services the City may require to verify Consultant's applications for payment, or to ascertain that Consultant has properly remitted payments due to its subcontractor or vendors. 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Services, or non-conformance with the Contract Documents, the City shall give prompt written notice thereof to the Consultant. 3.6 The City shall furnish required information and render approvals and decisions, in writing, as reasonably expeditious as necessary for the orderly progress of the Services. No approvals required by the City shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or reject any proposed submissions of Consultant for any reasonable basis. 13 INDIAN CREEK CEI AGREEMENT 3.7 The City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement. 3.7.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to the Agreement, except when expressly noted otherwise. (i.e., where delegated to the City Manager or the Project Coordinator) 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement or any interest therein. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporate Consultant. 3.7.3 The City Commission shall hear appeals from the administrative decision of the City Manager upon the Consultant's written request. In such cases, the Commission's decision shall be final. 3.7.4 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) or other such amount as may be specified by the; City of Miami Beach Procurement Ordinance, as amended. 3.8 The City Manager shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations to the Consultant (exclusive of those authorizations reserved to the City Commission and the Project Coordinator). These authorizations shall include, without limitation, reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant, and prior review and approval of any subcontractors or sub-Consultants. 14 INDIAN CREEK CEI AGREEMENT 3.8.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the Services. The City Manager, in his discretion, may consult with the City Commission concerning disputes or matters arising under this Agreement regardless of whether such matters or disputes are enumerated herein. 3.8.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to reallocate monies already budgeted to payment of the Consultant; provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3.8.3 The City Manager shall be the sole representative of the City authorized to issue the first Notice to Proceed (as referenced in Article 2); provided, however, that subsequent Notices to Proceed may be issued by the Project Coordinator. 3.8.4 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein. 3.8.5 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his powers, duties and responsibilities under this Agreement. 15 INDIAN CREEK CEI AGREEMENT ARTICLE 4. ADDITIONAL SERVICES 4.1 Additional Services will only be performed by the Consultant following receipt of written authorization by the Project Coordinator (which authorization must be obtained prior to commencement of any such services or work by Consultant). Such authorization shall contain a description of the Additional Services required; an hourly fee (as provided in Schedule "C") and/or lump sum, (including a "not to exceed" amount on additional Reimbursable Expenses [if any]) the amended Construction Cost Budget (if applicable); and an amended time of completion date for the Services (if applicable). "Not to exceed" shall mean the maximum cumulative fee allowable, which the Consultant shall not exceed without further written authorization from the Project Coordinator. The "Not to exceed" amount is not a guaranteed maximum cost for the services or work requested and all costs applicable to same shall be verifiable through time sheet and reimbursable expense reviews. 4.2 Additional Services may consist of the following: 4.2.1 Providing additional work or services relative to the Project which arises from subsequent circumstances and causes which do not currently exist or which are not contemplated by the parties at the time of execution of this Agreement (excluding circumstances and causes resulting from error, inadvertence or omission of the Consultant). 4.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding, unless such preparation has arisen from the failure of the Consultant to meet the standard of care required in the Contracts Documents. 4.2.3 Preparing documents for change orders or supplemental work initiated at the City's request. 16 INDIAN CREEK CEI AGREEMENT ARTICLE 5. REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses shall include actual expenditures made'. by the Consultant for the Services. All Reimbursable Expenses, in excess of $500, must be authorized in advance, in writing, by the Project Coordinator. Invoices for Reimbursable Expenses shall be submitted by Consultant to the :Project Coordinator (along with supporting receipts, and any other back-up material reasonably requested by the City). Consultant shall certify as to each such invoice that the amounts and items claimed as reimbursable are "true and, correct and in accordance with the Agreement." '~ 5.2 Reimbursable Expenses may include the following: 5.2.1 The cost of testing or investigation for underground utilities. 5.2.2 Expenses for reproduction, postage and handling of drawings, specifications, and other documents (excluding reproductions for the office use of the Consultant and courier and postage costs between the Consultant and its sub-Consultants). 5.2.3 Expenses for preparation of special graphics for community workshops. 5.2.4 Permit fees for all necessary City of Miami Beach regulatory bodies having jurisdiction over the Project (in the event that same are not waived, or cannot be waived, by the City). ARTICLE 6. COMPENSATION FOR SERVICES 6.1 This Agreement is a Lump Sum Agreement. The Consultant shall be compensated at the not to exceed fee, as listed in Schedule "B", attached hereto, and which (for invoicing and tracking purposes), is based on the "Hourly Rate 17 INDIAN CREEK CEI AGREEMENT Schedule" in Schedule "C". Payment for Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the Project Coordinator. Payments shall be made in proportion to the Services satisfactorily performed, so that the payments for Services shall not exceed the progress percentage noted in the Consultant's progress schedule (to be submitted with each invoice). No mark-up shall be allowed on subcontracted services. 6.2 Additional Services (as approved by the City) will be compensated using the hourly rates in Schedule "C". Requests for payment of Additional Services shall be included with the monthly payment request in Article 6.1. No mark-up shall be allowed on subcontracted Additional Services. 6.3 Reimbursable Expenses (as approved by the City) will be paid up to the "not to exceed" amount in Schedule "B". Requests for payment of Reimbursable Expenses shall be included with the monthly payment request in Article 6.1. No mark-up shall be allowed on Reimbursable Expenses. 6.4 The City and the Consultant agree that: 6.4.1 If the Scope of Work is substantially and materially changed, and following written request from Consultant to the Project Coordinator, and subject further to the prior written approval of the City, the amount of compensation may be equitably adjusted by mutual agreement of the parties. 6.4.2 Upon written request by Consultant to the Project Coordinator, and subject further to the prior written approval of the City Manager, the Hourly Billing Rate Schedule in Schedule "C" may be adjusted (but no more than annually) based upon the Miami -Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by multiplying the ratio of the April index 18 INDIAN CREEK CEI AGREEMENT divided by the previous year's index by the Hourly Rate Schedule to define the new Hourly Rate Schedule. The maximum increase will be limited to three percent (3%). 6.5 No retainage shall be made from the Consultant's compensation on account of sums withheld (if any) from payments to the City's general contractor for the Project. 6.6 Method of Billing and Payment. Consultant shall submit billings in a timely manner, on a monthly basis. These billings shall identify the portion of the Service(s) completed (and the nature of the work/services performed); the total hours of work/services performed by employee category and the respective hourly billing rate associated with the employee category; and in the event the work/services of any subcontractor is accomplished, the percentage shall be identified. Billings shall also itemize and summarize Reimbursable Expenses. Where written approval of the Project Coordinator is required for Reimbursable Expenses, a copy of said approval shall accompany the billing for such reimbursable. If requested, Consultant shall provide back-up for past and current invoices that records hours for all Services (by employee category) and Reimbursable Expenses (by category). 6.7 The City shall pay Consultant within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the Project Coordinator. 6.8 Final payment to Consultant (upon completion of the Services) shall be approved by the City Manager. ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 7. Consultant shall keep complete financial records and accounts (and 19 INDIAN CREEK CEI AGREEMENT require any and all subcontractors to keep such records and accounts) as .may be required in order to record complete and correct entries as to personnel hours charged to the Services and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Services will be available during customary business hours for examination and audit by the City and shall be kept for a period of three (3) years after completion of the Services. Incomplete or incorrect entries in such books and records will be grounds for the City's disallowance of any fees or expenses based upon such entries. ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 8.1 Electronic files of all documents including, without limitation, tracings, drawings, specifications, estimates, investigations, and studies (whether completed or partially completed) are intended to and shall become the property of the City upon completion of the Services, or upon termination or other expiration of this Agreement. Consultant shall deliver all documents to the City within thirty (30) days of completion of the Services (or within thirty (30) days from termination or expiration of this Agreement). 8.2 Any re-use of documents by the City without written verification or adaptation by Consultant for the specific purpose intended will be without liability to Consultant. ARTICLE 9. TERMINATION OF AGREEMENT 9.1 Termination For Lack Of Funds. The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding for the Services (or the Project), the City may cancel this Agreement without further liability to the City. 20 INDIAN CREEK CEI AGREEMENT 9.2 Termination For Cause. The City may terminate this Agreement for cause upon written notice to Consultant, in the event that the Consultant (1) violates any provisions of this Agreement or performs same in bad faith; or (2) unreasonably delays the pertormance of the Services or does not perform the Services in a timely and satisfactory manner. In the case of termination by the City for cause, the Consultant shall be first granted a thirty (30) day cure period (commencing upon receipt of written notice from the City). 9.2.1 In the event this Agreement is terminated for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another Consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for any additional costs incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 9.2.2 In the event of a termination for cause, the City shall only be required to make payment to Consultant for Services satisfactorily pertormed and accepted by the City prior to receipt of the City's notice of termination. The City shall have no further liability for compensation, expenses, or fees to the Consultant. 9.2.3 Upon receipt of the written notice of termination, and as a condition to any payment pursuant to subsection 9.2.2, Consultant shall promptly assemble and submit to the Project Coordinator any and all Project documents (including drawings, calculations, specifications, correspondence, and all other relevant materials effected). No additional payment shall be made for assembly and submittal of documents. 9.3 Termination For Convenience. In addition to the rights and options to terminate for cause, the City may terminate this Agreement for convenience and 21 INDIAN CREEK CEI AGREEMENT without cause upon written notice to Consultant at least fourteen (14) days prior to the effective date of termination. In the event the City terminates the Agreement for convenience, Consultant shall be compensated for all Services satisfactorily performed up to the time of receipt of the City's written termination notice, and for the assembly and submittal (to the City) of documents in subsection 9.2.3. The City shall have no further liability for compensation, expenses or fees to the Consultant. 9.4 Termination By Consultant. The Consultant may only terminate this Agreement for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment for the Services. In that event, the City shall pay Consultant for all Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of the notice of termination. Prior to termination by Consultant for cause, the City shall be .granted a thirty (30) day cure period after receipt of written notice from the Consultant. 9.4.1 The Consultant shall have no right to terminate this Agreement for convenience. 9.5 Implementation Of Termination. In the event of termination, either for cause or for convenience, the Consultant, upon receipt of the notice of termination, shall: (1) stop the performance of Services (as of the date specified in the notice of termination); (2) place no further orders or issue any other subcontracts, except for those that may have already been authorized, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts and; (4) promptly assemble and submit all documents and other related materials related to the Services. ARTICLE 10 INSURANCE 10.1 At all times throughout performance of the Services, the Consultant shall 22 INDIAN CREEK CEI AGREEMENT keep the following insurance coverage in full force and effect. The Consultant shall not commence any work until satisfactory proof of the following insurance coverage has been furnished to the City's Risk Manager: (a) Professional Liability Insurance, in the amount of one million ($1,000,000.00) dollars, per occurrence, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. Consultant shall notify City in writing within thirty (30) days of any claims filed or made against the Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of $1,000,000.00 Single Limit Bodily Injury and Property Damage coverage, for each occurrence, which will include products, completed operations, and contractual liability coverage. The City of Miami Beach, Florida must be named as an additional insured on this policy. (c) Worker's compensation and employer's liability coverage, as required pursuant to Florida law. 10.2 Consultant must give thirty (30) days prior written notice of cancellation or of substantial modifications in any required insurance coverage. All certificates and endorsements shall contain this requirement. 10.3 Insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized to do business in the State of Florida, and countersigned by the company's Florida resident agent. 10.4 Consultant shall provide to the City's Risk Manager, a certificate of insurance (or copy) of all required insurance policies. The City reserves the right to require a certified copy of such policies upon request. 23 INDIAN CREEK CEI AGREEMENT ARTICLE 11. INDEMNIFICATION In consideration of the sum of $10.00, and other good and valuable consideration, the receipt thereof which is hereby acknowledged, Consultant agrees to indemnify and hold harmless the City, and its officers, employees, contractors, and agents, from any liabilities, damages, loss, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligent acts, errors or omissions, recklessness, or intentionally wrongful conduct of the Consultant, or its officers, directors, employees, contractors, agents and servants, in the pertormance of the Services. This Article 11, and Consultant's indemnification, shall survive the termination or other expiration of the Agreement. ARTICLE 12. VENUE This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. ARTICLE 13. LIMITATION OF LIABILITY 13.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on the City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the total amount of the fees paid to Consultant for the Services (as agreed under the Agreement), less any amount(s) paid to Consultant thereunder. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action 24 INDIAN CREEK CEI AGREEMENT for breach of contract to be limited to a total amount of the fees for Services (agreed upon under the Agreement), less the amount of any fee(s) actually paid by the City to the Consultant. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement, in an amount in excess of the total amount of fees under this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant, for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 25 INDIAN CREEK CEI AGREEMENT ARTICLE 14. NOTICE 14. All written notices given to City by Consultant shall be addressed to: City Manager's Office c/o Assistant City Manager Tim Hemstreet City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Fernando Vazquez City Engineer Public Works Department City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 All written notices given to the Consultant from the City shall be addressed to: Bermello Ajamil & Partners, Inc. 2601 South Bayshore Drive Miami, Florida 33133 Attn: Gus Quesada All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. 26 INDIAN CREEK CEI AGREEMENT ARTICLE 15. MISCELLANEOUS PROVISIONS 15.1 Equal Opportunity Employment Goals: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. 15.2 Public Entity Crimes Act: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a Consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not submit bids for the sale or lease of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or sub-Consultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this subsection by Consultant shall result in termination of the Agreement, without any liability to the City, and may result in Consultant's debarment. 15.3 No Contingent Fee: Consultant warrants to City that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, City shall have the right to terminate the Agreement, without liability, or, at its 27 INDIAN CREEK CEI AGREEMENT discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 15.4 The Consultant represents that it has made and will make reasonable investigation of all sub-Consultants to be utilized in the performance of work or services under the Agreement to determine that they possess the requisite skill, knowledge and experience necessary to enable them to perform the Services (or portion thereof) required. Notwithstanding the preceding, or any other term or condition in this Agreement, Consultant shall not be relieved of primary and sole responsibility for the timely and satisfactory performance of the Services. 15.5 The Consultant shall comply with all applicable federal, State, and County laws; the City of Miami Beach Charter and related laws and the Code of the City of the Miami Beach; as well as and with all applicable rules and regulations promulgated by local, State and national boards, bureaus and agencies, as they relate to the Project or the performance of the Services. 15.6 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Consultant, under any circumstances, without the prior written consent of the City. 15.7 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 28 INDIAN CREEK CEI AGREEMENT IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. Attes CITY OF MIAMI BEACH CITY CLERK MAYOR ~3 OcrD~~'D~q Date CONSULTANT BERMELL AJAMIL 8~ PARTNERS, INC. President ~~rJ ~G W1l ~, Print Name ~ X09 Date 2s APPROVED AS TO FORM & LANGUAGE ,~ FOR EXECUTION ~~JA-~ ~ G~~rz~ Print Name INDIAN CREEK CEI AGREEMENT SCHEDULE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND BERMELLO AJAMIL & PARTNERS, INC. SCOPE OF SERVICES FOR THE FLORIDA DEPARTMENT OF TRANSPORTATION (FDOT) WORK INCLUDED IN THE WATER MAINS AND SANITARY SEWER MAINS, AND MILLING AND RESURFACING IMPROVEMENTS ALONG INDIAN CREEK DRIVE BETWEEN 26T" AND 41ST STREETS. The project scope of work includes construction administration services required for the development of the water mains, sanitary sewer mains and milling and resurfacing improvements along Indian Creek Drive between 26th and 41St Streets. Milling and resurfacing is approximately 20,494 square yards of road, 1,213 square yards of sidewalk, 412.5 linear feet of guardrail; the introduction of bulbs-outs and trench drains to facilitate construction of pedestrian ramps complying with ADA standards, the upgrade of existing pedestrian features at intersections with count-down pedestrian signal heads; the upgrade of existing signing and pavement markings; furnishing and installing precast concrete manholes with frames and covers, and traffic control. The length of the services shown in the cost proposal is seven months. The Consultant will be responsible for management, oversight, administration and quality assurance with respect to all construction, engineering and inspection services, as defined in the Scope of Services and this Agreement. The Consultant shall utilize effective control procedures to assure that the Project General Contractor's (thereinafter the Contractor) Quality Control (QC) plan is effectively and accurately implemented, and that the construction of the Project is in conformity with the Plans, Specifications and Contract Provisions. The Consultant shall monitor construction progress, provide engineering inspection throughout the Project, review, monitor and approve payment requisitions by the contractor(s), provide progress reports and status on the Project, attend and address meetings with City officials, Boards and Neighborhood Groups, approve Requests for Change Orders, maintain files of all documentation and correspondence in an orderly 30 INDIAN CREEK CEI AGREEMENT system to be submitted to the City upon completion of the Project. The Consultant shall maintain close coordination with the City and the Contractor in order to minimize rescheduling of Consultants' activities due to construction delays or changes in scheduling of the contractor's activities. The Consultant shall perform the following activities related to the construction administration of the Project. These activities shall be performed for the duration of the construction of the Project. Project Start-up: 1. Pre-Services Meeting -The Consultant shall schedule a kick-off meeting with all key City and Consultant Project personnel within ten (10) days after NTP to complete introductions and discuss critical aspects of the job. 2. Pre-QC Meeting -The Consultant will conduct a Contractor Quality Control (QC) pre-construction meeting with representatives from the City's CIP, the Verification Testing laboratory and the Contractor's Quality Control team to review QC specifications, outline testing procedures, establish operational procedures, exchange all contact information and resolve any questions. Consultant shall provide a detailed method for recording test results for easy reporting and analysis. The Contractor will be encouraged to utilize Consultant's system of test results recording and reporting. All test data will be input into Consultant's system for ease of communication to the City. 3. Pre-Construction Meeting -The Pre-Construction Meeting will be conducted in full accordance with FDOT CPAM guidelines. During this meeting, the Consultant and the Contractor will establish a framework for handling issues. At this time, meetings will be scheduled with the individual utilities impacted by the Project, as well as any other affected agencies. 31 INDIAN CREEK CEI AGREEMENT 4. Other Pre-Construction Activities - A multi-line check of the earthwork quantities will be completed. A Final Estimates Informational Meeting will be held. Videotaping of pre-construction conditions will be accomplished. Construction Activities: 1. Progress Meeting -The Consultant will conduct and report weekly Progress Meetings with the Contractor, subcontractors, utility owners and third party agencies. Like the Pre-Construction Meeting, this is a very important tool in successfully managing a project. While the main focus of these meetings will be to discuss the Contractor's progress on the Project and future work plan, Consultant will also discuss any issues that may effect or delay the progress of the work and will also discuss any upcoming events or traffic impacts. A discussion of the Contractor's performance will be on the agenda for each Progress Meeting. 2. Monthly Status Progress Reports -Contents of the reports, which will be electronically distributed include: Status of Project activity relative to the Project schedule and recommendations for action; General Project information such as original Project contract days, present Project contract days, original Project contract amount, present Project contract amount, job progress percentage, and job progress chart percentage; Status of supplemental agreements; Delays and reasons for delays; Condition of Maintenance of Traffic (MOT) and Project contract claims. 3. Daily Recording/Monthly Estimates -The Consultant Senior Inspectors and Inspectors assigned to the Project will keep accurate, detailed, objective and complete records of the work being performed. They will complete a Daily Report of Construction for all activities by the Contractor, subcontractor or utility company. Pay quantities representing the work completed will be accurately determined and 32 INDIAN CREEK CEi AGREEMENT verified prior to including them in the report. Consultant Project/Office Engineer will review the Inspector's Daily Report of Construction on a daily basis to ensure that pay quantities used are correct. Also, they will perform field reviews as the work progresses to verify the pay quantities paid on the Inspector's Daily Report of Construction. A Monthly Progress Estimate will be generated to support payment to the Contractor. 4. Correspondence/Project Files -All contract records will be classified and filed for future reference. Acting as an extension of City, Consultant office staff will ensure that all letters and memoranda from City, Contractor, and others are acknowledged, filed, distributed, and resolved. 5. Shop Drawings/Submittals -Consultant will receive, log and distribute Shop Drawings, as appropriate, for their review. Consultant will work with the Contractor, City, and others to coordinate timely and effective Shop Drawing reviews. The Engineer of Records shall have fourteen (14) calendar days or the number of calendar days specified in the construction contract, (whichever is lesser) from the date of receipt in its office, to review and return shop drawings to contractor and City's office. Consultant will track this item at all weekly Progress Meetings. 6. Schedule Review and Monitoring -Consultant shall review and monitor construction schedule to deliver the Project on time or before schedule. 7. Public Involvement -Consultant shall work to maintain a responsive, effective and positive public information program and present a positive public image through coordination with City. The Consultant will provide all necessary information and support for the City's PIO program for the Project. Consultant will closely coordinate activities with the City Public Information Officer. 8. Survey Control -Consultant shall verify the existence location for all benchmarks as required. Consultant will utilize Inspectors who have 33 INDIAN CREEK CEt AGREEMENT the capability of performing engineering surveys so that spot checks can be made and immediate action can be implemented. 9. Contractor Quality Control (QC) -Consultant shall initiate effective support of the contractor's QC efforts by hosting the Pre-QC meeting described above. Consultant Inspectors, Senior Inspectors and Project Engineer will work closely with contractor personnel to assist in issues of clarification, training, reporting procedures and/or analysis. Verification Testing will be provided by the Consultant, utilizing the laboratory testing function provided by the City of Miami Beach. 10. Supplemental Agreements (SAs)/Field SAs/Work Orders - The Consultant will react quickly to any indication of a changed condition or a Contract change. Our goal is to prevent, mitigate and assist the contractor in the event of a changed condition. We will analyze any changed condition and make a fully documented recommendation to the CIP Construction Project Manager. If the City concurs with the recommendation, asupplemental agreement for unforeseen additional work will be expeditiously initiated and processed. 11. Compliance with EEO/SBE Requirements -The Consultant will assist the City of Miami Beach in monitoring the contractor and Subcontractors' compliance with the contract provisions regarding Equa! Employment Opportunity and Affirmative Action, as well as participation of subcontractors, as required by the contract documents. The Consultant will support and assist the function of the City's Compliance Officer. 12. Photographs and Videos -The Consultant shall take electronic pictures and/or video of any situation that may result in a claim, as well as pre-construction conditions, accidents, unsafe working conditions, and unusual construction techniques. 13. As-Built Drawings -The Consultant shall make accurate sketches of field changes and/or scanned electronic as-built records if desired by the City. The Senior Project Engineer will review the as-built plans 34 INDIAN CREEK CEI AGREEMENT generated by the contractor and verify accuracy for changes made during construction. Post Construction Activities: After all the contract work is completed and the Project is conditionally or final accepted, The Consultant will follow up with the necessary activities to close out all the Project documentation, enabling the City to certify the Project and present the offer of final payment to the contractor. 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