Loading...
2012-27951 Reso RESOLUTION NO. i 2012 -27951 1 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE PROFESSIONAL SERVICES AGREEMENTS, IN SUBSTANTIALLY THE ATTACHED FORM, FOR GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES ON AN AS- NEEDED BASIS, FOR THE CITY OF MIAMI BEACH, PURSUANT TO REQUEST FOR QUALIFICATIONS NO. 55- 08/09, WITH THE FOLLOWING FIVE FIRMS: AECOM USA, INC., ATKINS GLOBAL, INC., THE CORRADINO GROUP, INC., FLORIDA TRANSPORTATION ENGINEERING, INC., AND GANNETT FLEMING, INC. WHEREAS, the City Commission, pursuant to Resolution No. 2010- 27325, authorized the administration to negotiate with AECOM USA, Inc., Atkins Global, Inc., The Corradino Group, Inc., Florida Transportation Engineering, Inc., and Gannet Fleming, Inc. to provide General Transportation Planning and Traffic Engineering Consulting Services on As- Needed Basis pursuant to Request for Qualifications No. 55- 08/09; and WHEREAS, the Administration has successfully negotiated agreements with the selected firms, in the form attached as Exhibit "A" to this resolution. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby approves and authorizes the Mayor and City Clerk to execute Professional Services Agreements, in substantially the form as attached in Exhibit "A" hereto, for general transportation planning and traffic engineering consulting services on an as- needed basis, with the following five firms: AEOCOM USA, Inc., Atkins Global, Inc., The Corradino Group, Inc., Florida Transportation Engineering, Inc., and Gannett Fleming, Inc. PASSED AND ADOPTED THIS 18 DAY OF JULY 2012. ATTEST: [ E � "INCORP ORA r CITY CLERK 2�., �y MAY CN APPROVED AS TO T:WGENDA\2012 \7 -18 -12 \Professional Services Contracts RESO.docx FORM & LANGUAGE & FOR EXECUTION c tt ney Dat COMMISSION ITEM SUMMARY Condensed Title: A Resolution Of The- Mayor And City' Commission Of The City Of Miami Beach, 'Florida, Approving And Authorizing The Mayor And. City Clerk To-Execute Professional Service Agreements, In Substantially The Attached Form, For General Transportation Planning. And Traffic Engineering Consulting Services On An As- Needed Basis, For The City Of Miami Beach, With The Following Five Firms, AECOM USA, Inc., Atkins Global, Inc., The Corradino Group, . Inc., Florida Transportation Engineers, Inc., And Gannet Fleming, Inc. Key Intended Outcome Supported: Maintain And Improve Traffic Flow Conditions Cit Supporting Data (Surveys, Environmental. Scan, etc.): According to the 2009 Customer Satisfaction Survey, traffic appears as one of the most important areas affecting residents quality of life; 37% "of residents rated traffic flow as poor; traffic is ranked number 2 by residents as one of the changes that will make Miami Beach a better place to live; traffic flow is a key driver for recommending Miami Beach as a place to live. Issue: Shall the Mayor and City Commission approve the Resolution? Item Summary /Recommendation; Pursuant to Resolution No. 2010 -27325 authorizing the Administration to negotiate with AECOM USA, Inc., Atkins Global, Inc., The Corradino Group, Inc., Florida Transportation Engineering, Inc., and Gannet Fleming, Inc. to provide General Transportation Planning and Traffic, Engineering Consulting Services on an as- needed basis, the City has reached an agreement with these firms. It is the intent of the Administration to execute these contracts in order to be able to obtain, specialized professional services from these firms in the transportation planning and traffic engineering fields. The execution of these contracts is -a crucial step in'support of the City's Key Intended Outcome. In accordance with section 287.055, Florida Statutes, known as the "Consultants' Competitive Negotiation Act ", the City may enter into a "continuing contract"- for Professional Architectural and Engineering Services for projects in which construction costs do not'exceed $2 million or for study activities for which the fee does not exceed $200,000. The execution of these contracts will provide the flexibility of obtaining Transportation Planning and Traffic Engineering services on demand, without undergoing the time, consumption of the Requesffor Qualifications process for each individual task. This is a critical component in developing a Departmental process of review for transportation planning, traffic engineering, and design projects. THE ADMINISTRATION RECOMMENDS APPROVAL OF THE RESOLUTION. Advisory Board Recommendation: N/A Financial Information: Source of 'Amount Account Funds: _ OBPI Total` Financial Impact Summary :. N /A- funding will be identified at the time work is issued City Clerk's Office Legislative Trackin Richard W..Saltrick, Acting City Engineer, x. 6565 Sign-Offs: Department Di ec AssistanfCify a er c, a .City:Manager FHB . JGG KGB T:WGENDA\2012 \7 18 -1 Pro essional Service Contracts.doc: AGENDA ITEM C70 MIAMI DATE 7-1,Y- - MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, \ vww.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Kathie G. Brooks, Interim City Manager DATE: July 18, 2012 SUBJECT: A RESOLUTION'OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYORAND CITY CLERK TO. EXECUTE PROFESSIONAL SERVICES AGREEMENTS,. IN SUBSTANTIALLY . THE ATTACHED FORM, FOR. 'GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES ON AN AS- NEEDED BASIS, FOR THE CITY OF MIAMI BEACH., WITH THE FOLLOWING FIVE FIRMS: AECOM USA, INC.,.ATKINS GLOBAL, - INC., THE CORRADINO GROUP, INC., FLORIDA TRANSPORTATION ENGINEERING, INC., AND GANNETT FLEMING, INC. ADMINISTRATION RECOMMENDATION Adopt the. Resolution. BACKGROUND Pursuant to Resolution. No. 2010 -27325 authorizing the administration to negotiate with AECOM USA, Inc., Atkins'Global, Inc., The Corradino Group, Inc., Florida Transportation Engineering, Inc., and Gannet Fleming, Inc: to provide General Transportation Planning and Traffic Engineering' Consulting Services on As- Needed Basis, the City has reached an agreement with these firms. It is the intent of the.administration to execute these contracts in order to bey able to obtain specialized professional services from these firms in the transportation planning and traffic engineering fields. ANALYSIS In accordance with Section 287.055, Florida Statutes, known as the "Consultants' Competitive' Negotiation Act ", the City may enter into a "continuing contract" for professional architectural and engineering services for projects which construction costs do not exceed $2 Million or for study activities forwhich.the fee does not exceed $200, 000. Pursuant to Request for Qualifications (RFQ), the five (5) firms selected are locally represented and strongly qualified to provide professional - services as it pertains-to General Transportation Planning and Traffic Engineering Consulting - Services on As-Needed Basis. Pursuant to the City's Key Intended Outcome to ,maintain and improve traffic flow conditions citywide; the City is in need of comprehensive outside support to address traffic and transportation challenges inherent to the departmental work plan. Therefore, the execution of these contracts will T:\AGENDA\2012\7-18-12 City Commission Memorandum - Selection of Transportation Planning and Traffic Engineering Firms July 18, 2012 - Page 2 of 2 provide the flexibility of obtaining transportation planning and traffic engineering services on demand, without the Request for Qualifications process for each individual task. This is a critical component in developing a departmental process of review for transportation, planning, and design projects. In addition, it is advantageous to retain consulting firms on board in order to maintain the continuity and consistency desired for tasks and projects to be performed. These firms will provide comprehensive outside support on as- needed basis to handle the specific' 'projects that meet the City's Key Intended Outcome. ; It is the intent of the City to execute these contracts in order for these firms to carry out the scope of services provided by the City. The aforementioned five (5) firms have had meetings with staff-in which a preliminary agreement has been reached on the hourly rates for the basic consultant firm staff members to provide work for the task required, by the city. These rates are described in Schedule C of the sample agreement. CONCLUSION The approval and execution of these contracts will allow the City to rely upon the assistance of qualified local firms specializing in the transportation planning and traffic engineering consulting fields. Attachments: Sample Agreement JGG /FHB /JJF/ TJ� G/JFD T:\AGENDA\2012 \7- 18 -12\ Selection of Transportation Planning and Traffic Engineering Firms T:\AGENDA\2012\7- AGREEMENT BETWEEN CITY OF MIAMI BEACH AND ATKINS GLOBAL, INC. FOR GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES, ON AS NEEDED BASIS, FOR THE CITY OF MIAMI BEACH,.PURSUANT TO RFQ NO.55- 08109, GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES Resolution No. 2010 -27325 AGREEMENT - ACOUSTIC TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1. DEFINITIONS _ 3 ARTICLE 2. BASIC SERVICES 8 ARTICLE 3. THE CITY'S RESPONSIBILITIES 13 ARTICLE 4. [Intentionally Omitted] ARTICLE 5. ADDITIONAL SERVICES 16 ARTICLE 6. REIMBURSABLE EXPENSES 17 ARTICLE 7. COMPENSATION FOR SERVICES 17 ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 19 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 19 ARTICLE 10. TERMINATION OF AGREEMENT 20 ARTICLE 11. INSURANCE 22 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 23 ARTICLE 13. [Intentionally Omitted] ARTICLE 14. LIMITATION OF LIABILITY 23 ARTICLE 15. NOTICE 24 ARTICLE 16. MISCELLANEOUS PROVISIONS 25 SCHEDULES: NOTE TO AGREEMENT SCHEDULES 30 SCHEDULE A - CONSULTANT SERVICE ORDER (SCOPE OF SERVICES) 31 SCHEDULE B - CONSULTANT COMPENSATION 35 SCHEDULE C CONSULTANT HOURLY BILLING RATE 36 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES f . I TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY, OF MIAMI BEACH AND CONSULTANT FOR GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES This Agreement made and entered into this _ day of 2012, (Effective Date), by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to as City), and Atkins Global, Inc. a State of Incorporation corporation having an office at Company's address (hereinafter referred to as Consultant)., WITNESSETH: WHEREAS, the .City intends to contract for General Transportation Planning and Traffic Engineering Consulting Services for certain projects located within the City of Miami Beach, and wishes to engage the Consultant to provide certain professional services as same are described and set forth in Schedule "A" hereto, for such projects, to be assigned, at the City's discretion and by means of the issuance of a "Consultant Service Order" (similar to the form shown in Schedule "A" attached hereto), at the agreed fees set forth in this Agreement; and WHEREAS, the Consultant desires to contract with the City for performance of those certain professional services relative to those projects assigned by the City, pursuant to a Consultant Service Order, as described and set forth in Schedule "A ", NOW THEREFORE, City and. Consultant, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY (OR OWNER): 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 3 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 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 representatives designated in writing (including' the Project Coordinator)' with respect to any specific matter(s) concerning the Services and /or this Agreement (exclusive of those authorizations reserved to the City Commission or regulatory or'administrative bodies having jurisdiction over any matter(s) related to the Project, the Services, and /or this Agreement). 1.4' PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualifications No. 55- 08/09, entitled "General Transportation Planning and Traffic Engineering Consulting Services" issued by the City in contemplation of this Agreement, together with all amendments thereto (if any), (the RFQ), and the Consultant's proposal in response thereto (Proposal), which is incorporated by reference to this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the Agreement shall prevail. 1.5 CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall,. mean the company /firm who has entered into a contract with the City to provide the Services described under this Agreement. When the term "Consultant" is used in this Agreement it shall also be deemed to include any officers, employees, sub - consultants, agents, and any other person or entity acting under the supervision, direction, or control of Consultant. Any sub- consultants retained by Consultant for ;the Project shall be subject to the prior written approval of the City Manager, Consultant shall provide the Project Coordinator with copies of the contract between Consultant and any sub - consultant's. Any.such contracts shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub - consultants. Any approval of a sub - consultant by the City shall not, in any way, shift the responsibility for the quality and acceptability by the City of,the services performed by the sub- consultant, from the Consultant to City. Payment of sub - consultants shall be the responsibility of the. Consultant, and shall not.,be cause for any increase in compensation to the Consultant for payment of the Basic Services. The quality of services and acceptability to the City of, the services performed by such sub - consultants shall be the sole responsibility of Consultant. 1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual designated in writing, 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 (unless expressly provided 4 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES otherwise in this Agreement). 1.7 [Intentionally Omitted] 1.8 BASIC SERVICES: "Basic Services" shall include those services which Consultant shall perform in accordance with the terms of the Agreement (and as required to complete the Project), as further described in Article 2 and Schedule "A" hereto. In addition any Services not specifically addressed as Additional Services (as defined herein) shall be considered Basic Services. 1.9 PROJECT: The "Project" shall mean that certain project located within the City of Miami Beach more specifically described in Schedule °A" hereto. 1.9.1 Cost of Services The "Cost of Services ", shall mean the total cost to complete the objectives and perform the scope of services as described in Schedule "A" hereto. The Cost of Services may, from time to time, be , revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. 1.9.2 Project Scope The "Project Scope" shall mean the description of the Project contained in the "Consultant Service Order" (and as same may be modified by any approved change orders). 1.10 [Intentionally Omitted] 1.10.1 Aintentionally Omitted] 1.10.2 [Intentionally Omitted] 1.11 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 ; or other causes beyond the parties' control which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of the parties under this Agreement and which, by the exercise of due diligence, such parties shall not have been able to avoid; provided, however, that inclement weather (except as noted above), the acts or omissions of sub- consultants /sub- contractors, market conditions, labor conditions, construction industry price 5 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES A 5 trends, and similar matters which normally impact on the construction process SHALL NOT be considered.a Force Majeure. . If the Consultant is delayed in performing any_obligation under this Agreement due.to a force majeure, the Consultant shall request a time extension from the Project Coordinator within five (5) business , days of said force majeure. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Consultant for extra compensation, unless additional services are required, and approved pursuant to Article 5 hereof. 1.12 [Intentionally Omitted] . 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, and written amendments issued thereto), and the Consultant Service Order issued to Consultant by the City for a particular Project, and the documents prepared by Consultant in accordance with the requirements stipulated in such Consultant Service Order. The Contract Documents may also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the invitation to bid (ITB), instructions to bidders, bid form, bid bond, an approved Change Order(s), and /or approved written order(s) for a minor change in the Work. 1.14 [Intentionally Omitted] 1.15 [Intentionally Omitted] 1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between City and Consultant, covering changes, additions; or reductions in the terms of this Agreement including, without limitation, authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fee and /or completion dates. 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 (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 reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services,' in addition to the 6 AGREEMENT -GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES Basic Services in this Agreement, which the Consultant shall perform, at the City's option, and which have been duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. 1.18 [Intentionally Omitted] 1.19 SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed pursuant to or undertaken under this Agreement. When the term "Services" is used in this Agreement, it shall also be deemed to refer to to the particular work, services, and /or tasks assigned to Consultant pursuant to the City's issuance of a Consultant Service Order. 1.20 [Intentionally Omitted] 1.21 [Intentionally Omitted] 1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services, and any Additional Services (as approved by the City), all as described inSchedule "A" hereto. It should also be noted that when the City issues a Consultant Service Order to Consultant for a particular Project, then the Scope of Services shall also be deemed to include the particular work, services, and /or tasks described and delineated in such Order. 1.23 CONSULTANT SERVICE ORDER: "Consultant Service Order" shall specifically describe and delineate the particular services (Basic and otherwise) which will be required of Consultant for the Project that is the subject of such order. 1.24 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows Schedule A — Consultant Service Order (Scope of Services). Schedule B — Consultant Compensation. Schedule C — Consultant Hourly Billing Rate Schedule. AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic, Services under this Agreement, as set forth in Schedule "A" hereto. 2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or his /her designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. 2.3 As it relates to the Services and the Project, Consultant warrants and represents to City that it is knowledgeable of Federal, State, and local laws codes, rules and regulations applicable in the jurisdiction(s) in which the Project is located, including, without limitation, applicable Florida Statutes, and State of Florida codes, rules and regulations, and local (City of Miami Beach and Miami -Dade County) ordinances, codes, and rules and regulations (collectively, "Applicable Laws "). As they relate to the Services and to the Project, the Consultant agrees' to comply with all such Applicable Laws, whether now in effect or as may be amended or adopted from time to time, and shall further take into account all known pending changes to the foregoing of which it should reasonably be aware. 2.4 The Consultant warrants and represents to City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the review of comparable projects in South Florida. Consultant warrants and represents to the City that it is experienced, fully qualified, and properly licensed (pursuant to Applicable Laws) to perform the Services. Consultant warrants and represents to City that it is responsible for the technical accuracy of the Services. 2.5 The Consultant's Basic Services to be provided under this Agreemenf shall consist of, but not limited to, the applicable tasks outlined in Schedule "A" hereto: Notwithstanding the preceding, the(Consultant Service Order issued by the City to Consultant shall delineate the Services to be provided by Consultant for the particular Project (that is the subject.of such order). 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and /or approvals issued by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant (or of any of its officers, employees, sub - consultants, agents, and /or servants), for the accuracy and competency of its /their designs, plans, technical specifications, or other technical documents, nor shall such approval and /or decisions be deemed to be an assumption. of such 8 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES responsibility by the City for a defect, error or omission in designs, plans, technical specifications, or other technical documents; 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 pursuant to this Agreement. 2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in this respect, the parties agree as follows: 2.7.1 Term The term of this Agreement shall commence upon execution by the parties (subject to approval of the Agreement by the Mayor and City Commission) (the Effective Date, . as referenced on page 1 hereof), and shall be in effect until the work and /or services under each Consultant Service Order issued to Consultant have been completed. Notwithstanding the preceding Term, Consultant shall adhere to any and all timelines and /or deadlines, as set forth in the Consultant Service Order issued for a particular Project.. 2.7.2 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. 2.7.3 The Services will be performed in a manner that shall conform to the Consultant Service Order. The Consultant may submit requests for an adjustment to the Consultant Service Order completion time, if made necessary because of undue delays resulting from untimely review taken by the City (or other governmental authorities having jurisdiction over the Project) to approve the Consultant's submissions, or any other portion of the Services requiring approval by the City (or other governmental authorities having jurisdiction over the Project). Consultant shall immediately provide, the Project Coordinator with written notice stating the reason for the particular delay; the requested adjustment (i.e. extension) to the Project Schedule; 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 of the particular work involved, and authorize that the appropriate adjustment be made to the Project Schedule. The Project Coordinator's approval (if granted) shall be in writing. 2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate the Agreement, as provided elsewhere herein. 9 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC'ENGINEERING CONSULTING SERVICES 2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative working relationship with the Project Coordinator, and any and all other individuals and /or firms that have been contracted, or otherwise retained, to perform work on the Project. 2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant Service Order, 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. The Consultant is responsible for the professional, quality, technical accuracy, completeness, performance and coordination of all Services required under the Agreement and, specifically under any Consultant Service Order issued to the Consultant by the City (including the Services performed by sub - consultants), within the specified time period and specified cost. The Consultant shall perform the Services utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient consulting with respect to the disciplines required for the performance of the Services in the State of Florida. The Consultant is responsible for, and shall represent to'City that its work conforms to the City's requirements; as set forth in the Agreement and in any particular Consultant Service Order issued to Consultant by the City. The Consultant shall be and remain liable to the City for all damages to the City caused by the Consultant's negligent acts or errors or omissions in the performance of the work. In addition to all other rights and remedies, which the City may have, the Consultant shall, at its expense, re- perform all or any portion of the Services to correct any deficiencies which result from the Consultant's failure to perform in accordance with the above standards. Neither the City's inspection, review, approval or acceptance of, nor payment for, any of the Services required under the Agreement shall be construed to relieve the Consultant (or any sub - consultant) of its obligations and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or of any cause of action arising out of the performance of the Agreement. The Consultant and its sub-consultants shall be and remain liable to the City in accordance with Applicable Laws for all damages to City caused by any failure of the Consultant or its sub - consultants to comply with the terms and conditions of the Agreement or by the Consultant or any sub - consultants' misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. With respect to the performance of Services by sub - consultants, the Consultant shall, in approving and accepting such Services, ensure the professional quality, completeness, and coordination of the sub - consultant's Services. 2.9.1 Consultant Performance Evaluation The Consultant is advised that a performance evaluation of the work and or services rendered throughout this Agreement will be completed 10 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES by the City and kept in the City's files for evaluation of future solicitations. 2.10 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 expense) any or all parts of the Services and the Consultant shall fully cooperate in such review(s). Whenever others are required to verify, review, or consider any Services performed by Consultant (including, without limitation, contractors, other design professionals, and /or other consultants retained by the City), the intent of such requirement is to enable the Consultant to receive input from others' professional expertise to identify any discrepancies, errors or omissions that are inconsistent with industry standards for the review of comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by the City under this Agreement. Consultant will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified by other reviewers in accordance with this subsection. Consultant shall receive comments from reviewers, in writing, including, without limitation (and where applicable), 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 defined to mean as soon as possible under the circumstances, taking into account the timelines of the Project Schedule. '2.11 [Intentionally Omitted] 2.12 Consultant agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and /or perform such Service(s), it shall employ and /or retain only qualified duly licensed certified personnel to provide same. 2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a fully executed Consultant Service Order, a qualified licensed professional to serve as its project manager (hereinafter 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. Consultant's Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his designee (who in this case shall be the Project Coordinator). Replacement (including reassignment) of an approved Project Manager shall not be made without the prior written approval of the City Manager or his designee (i.e. the Project Coordinator). 2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or his designee (which notice shall state the cause therefore), to promptly It AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES remove and replace a Project Manager, or any other personnel employed or otherwise retained by Consultant for the Project ( including, without limitation, any sub- consultants). 2.14' Consultant agrees not to divulge, furnish or make available to any third party(ies), any non - public information concerning. the Services or the Project, without the prior written consent of the City Manager or.his designee (who shall be the Project Coordinator), unless such disclosure is incident to the proper performance of the Services; or the disclosure is required pursuant to Florida Public Records laws; or, in the course of judicial proceedings, 'where such information has been properly subpoenaed.. Consultant shall also require its employees and sub - consultants to comply with this subsection. 2.15 The City and.Consultant acknowledge that the Services, as described in this Agreement and in Schedule, "A" hereto, do not delineate every detail and minor work task required to be performed by Consultant to complete the work and /or services described and delineated under a Consultant Service Order issued to Consultant by the City for a particular Project. If, during the course of performing work, services and /or tasks on a particular Consultant Service Order, Consultant determines that work and /or services should be performed to complete the Project (delineated under such Order) which is, in the Consultant's reasonable opinion, outside the level of effort originally anticipated in the Consultant Service Order (issued for the particular. Project), then Consultant shall promptly notify the Project Coordinator, in writing, and must obtain the Project Coordinator's written consent before proceeding with such work and /or services. If Consultant proceeds with any such additional work and /or services without obtaining the prior written consent of the Project Coordinator, said work and /or services shall be deemed to be a Basic Service under this Agreement and shall also be deemed to be within the scope of services delineated in the Consultant Service-Order (whether or not specifically addressed in such scope of services). Mere notice by Consultant to the Project Coordinator shall not constitute authorization or approval by the City to perform such work and /or services. Performance of any such work and /or services by Consultant without the prior written consent of the Project Coordinator shall be undertaken at Consultant's sole risk and, liability. 2.16 Consultant shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and /or records. In addition, Consultant shall provide electronic document files to the City upon completion of the Project. %2.17 The City's participation in the review of the Project shall in no way be deemed to relieve the 12 AGREEMENT -GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES i Consultant of its professional duties and responsibilities under the Contract Documents or under Applicable Laws. 2.18 [Intentionally Omitted] 2.19 SUB- CONSULTANT&AII services provided by sub - consultants shall be consistent with those commitments made by the Consultant in its Proposal and during the competitive solicitation selection' process and interview. Such services shall be undertaken and performed pursuant to appropriate written agreements between the Consultant and the sub - consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and the sub - consultants. The Consultant shall not retain, add, or replace any sub - consultant without the prior written approval of the City Manager, in response to a written request from the Consultant stating the reasons for any proposed substitution. Any approval of a sub - consultant by the City Manager shall not in any way shift the responsibility for the quality and acceptability by the City of the services performed by the sub - consultant from the Consultant to the City. The quality of services and acceptability to the City of the services performed by sub - consultants shall be the sole responsibility of Consultant. The Consultant shall cause the names of sub - consultants responsible for significant portions of the Services to be inserted on the plans and specifications. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's authorized representative to coordinate, direct, and review all matters related to this Agreement and the Project during the review of same (except unless otherwise expressly provided in this Agreement or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to transmit instructions, receive information, and interpret and define City policies and decisions with respect to the Services and the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the affect (or be interpreted as having the effect) of modifying or changing, (in any way) the following: a) the Services described in the Agreement; b) the Term of this Agreement; or c) the amount of compensation the City is obligated or committed to pay Consultant. 13 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES r j . I y i I 3.2 The City shall make available to Consultant all information that the City has in its possession pertinent to the Project. Consultant hereby agrees and acknowledges that, in making any such information available to Consultant, the City makes no express or implied certification, warranty, and /or representation as to the accuracy or completeness of such information. The Consultant understands, and hereby agrees. and acknowledges, that it is obligated to verify to the extent it deems necessary all information furnished by the City, and that it is solely responsible for the accuracy and applicability of all such information used by Consultant. Such verification shall include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the reliability of the information. 3.3 [Intentionally Omitted] 3.4 At any time, in his /her sole discretion, the City Manager may furnish accounting, and insurance counseling services for the Project (including, without limitation, auditing services to verify the Consultant's applications for payment, or to ascertain that Consultant, has properly remitted payment due to its sub - consultants or vendors). 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or non- conformance with the Contract Documents, the City, through the 'Project Coordinator, shall give prompt.written notice thereof to the Consultant. 3.6 The City,- acting in its proprietary capacity as Owner and not in its regulatory capacity, shall render any administrative approvals and decisions required .under this Agreement, in writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No City administrative (proprietary) approvals and /or decisions required under this Agreement shall be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have the right to approve or reject any such requests for any reasonable basis. 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 Except where otherwise expressly, noted in the Agreement or the Contract Documents, the City Commission shall be the body to consider, comment upon, or approve any 14 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES amendments or modificationsto this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, of this Agreement. 3.7.3 Upon written request from Consultant, the City Commission shall hear appeals from, administrative decisions of the City Manager or the Project Coordinator: In such cases, the Commission's decision shall be final and binding upon all parties. 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 Except where otherwise expressly noted in this Agreement, the City Manager shall serve as the City's primary representative to whom administrative (proprietary) requests for decisions and approvals required hereunder by the City shall be made. Except where otherwise expressly noted in. this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations which may include, without limitation, proprietary review, approval, or comment upon the schedules, plans, reports, estimates, contracts, and other documents submitted to the City by Consultant. 3.8.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any sub - consultants (and any replacements): 3.8.2 The City Manager shall decide, and render administrative (proprietary) decisions on matters arising pursuant to this Agreement which are not otherwise expressly 'provided for in this Agreement. In. his /her discretion, the City Manager may also consult with the City Commission on such matters. 3:8.3 At the request of Consultant, the City Manager • shall be authorized, but not required, to reallocate monies already budgeted toward payment of the Consultant; provided, however, that the. Consultant's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be in its and reasonable discretion. 3.8.4 [Intentionally Omitted] 15. AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 3.8.5 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); provided that, no, such amendments increase any of the budgets established by this Agreement. 3.8.6 The City Manager may, in his /her 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 the City's powers, duties, and responsibilities under this Agreement or the Contract Documents. 3.8.7 The City Manager shall be the City Commission's authorized representative with regard to .acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). ARTICLE 4. [Intentionally Omitted] ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services shall only be performed by Consultant following receipt of written authorization by the Project Coordinator (which authorization must be obtained prior to commencement of any such additional work by Consultant). The written authorization shall contain a description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule "C" hereto), with a "Not to Exceed" amount;; the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative. hourly fees allowable, which the Consultant shall not exceed without further written authorization of the Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional work'requested, and all costs applicable to same shall be verifiable through time sheets 5.2 Additional Services may include, but not be limited to, the following: 5.2.1 Providing additional work 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, omission, inadvertence, or negligence of Consultant). 16 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 5.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error omission, inadvertence, or negligence of Consultant. 5.2.3 [Intentionally Omitted] 5.2.4 [Intentionally Omitted] ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are NOT an allowance set aside by the City and shall be included in all bid pricing. 6.2 [intentionally Omitted] 6.2.1 [1ntentionally Omitted] 6.2.2 [Intentionally Omitted] 6.2.3 [Intentionally Omitted] ARTICLE 7. COMPENSATION FOR SERVICES 7.1 Consultant's "Lump Sum" or "Not to Exceed" fee for provision of the Services, or portions thereof, as may be set forth and described in the Consultant Service Order issued for a particular Project, shall be negotiated between City and Consultant, and shall be set forth in the Consultant Service Order. 7.2 Payments 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 never 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 work. 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be 17 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES included with a Consultant payment request. No mark -up shall be allowed on Additional Services - . (whether, sub- contracted or not). 7.4 [Intentionally Omitted] 7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive approved and executed by the City Manager, adjust the fees included in the Hourly Billing Rate Schedule in Schedule "C" hereto, to reflect the change in the Consumer Price Index (CPI) on a year to year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban area, provided that in no event shall any the annual increase exceed three percent (3 %). 7.6 No retainage shall be made from the Consultant's compensation on account of sums withheld by the City on payments to Contractor. 7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the work performed; the total hours of work performed by employee category; and the respective hourly billing rate associated therewith. In the event sub - consultant work is used, the percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional Services.. A copy of the written approval of the Project Coordinator for the requested Additional Service(s) shall accompany the invoice. 7.7.1 If requested, Consultant shall provide back -up for past and current invoices that records hours for all work (by employee category), and cost itemizations for Reimbursable Expenses (by category). 7.7.2 The City shall pay Consultant within forty -five (45) calendar days from receipt and approval of an acceptable invoice by the Project Coordinator. 7.7.3 Upon completion of the Services, Consultant's final payment shall require the prior written approval of the City Manager before disbursement of same. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS All books, records (whether financial or otherwise), correspondence, technical documents, and any 18 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES other records or documents related to the Services and /or Project will be available for examination and audit by the City Manager, or his /her authorized representatives, at Consultant's office (at the address designated in Article 15 ["Notices"]), during customary business hours upon reasonable prior written notice. All such records shall be kept at least for a period of three (3) years after Consultant's completion of the Services. Incomplete or incorrect entries in such records and accounts relating personnel services and expenses may be grounds for City's disallowance of any fees or expenses based upon such entries. Consultant shall also bind its sub - consultants to the requirements of this Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in paper or other hard copy medium or in electronic medium, except with respect to copyrighted standard details and designs owned by the Consultant or owned by a third party and licensed to the Consultant for use and reproduction, shall become the property of the City. Consultant shall deliver all such documents to the Project Coordinator within thirty (30) days of completion of the Services (or within thirty (30) days of expiration or earlier termination of this Agreement as the case may be). However, the City may grant an exclusive license of the copyright to the Consultant for reusing and reproducing copyrighted materials or portions thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant shall not disclose, release, or make available any document to any third party without prior written approval from the City Manager. The Consultant shall warrant to the City that it has been granted a license to use and reproduce any standard details and designs owned by a third party and used or reproduced by the Consultant in the performance of this Agreement. Nothing contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes. 9.2 The Consultant is permitted to reproduce copyrighted material described above subject to prior written approval of the City Manager. 9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to adapt copyrighted material for additional or other work for the City; however, payment to the Consultant for such adaptations will be limited to an amount not greater than 50% of the original fee earned to adapt the original copyrighted material to a new site. 19 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES F 9.4 The City shall have the right to modify the Project or any components thereof without permission from the Consultant or without any additional compensation to the Consultant. The Consultant shall be released from any liability resulting from such modification. 9.5 The Consultant shall bind all sub - consultants to the Agreement requirements for re -use of plans and specifications. ARTICLE 10. TERMINATION OF AGREEMENT 10.1. 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 either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City. 10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1) violates any provision of this Agreement or performs .same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial written notice of default from the City). 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole . option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Consultant shall be liable to the City for any additional cost(s) 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. 10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay Consultant for those Services satisfactorily performed and accepted prior to the date of termination (as such date is set forth in, or can be calculated, from, the City's initial written " default notice). Upon payment of any amount, which may be due to Consultant" pursuant to this subsection 10.2.2, the City shall have no further liability to Consultant. 20 AGREEMENT -GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 10.2.3 As a condition precedent to release of any payment which may be due to Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver to the Project Coordinator any and all Project documents prepared (or caused to be prepared) by Consultant (including, without limitation, those referenced in subsection 9.1 hereof). The City shall not be responsible for any cost incurred by Consultant for assembly, copy, and /or delivery of Project documents pursuant to this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right,to terminate for cause, the City through the City Manager, may also terminate this Agreement, upon fourteen (14) days prior written notice to Consultant, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be..in the best interest of the City. An the event the City terminates the Agreement for convenience, Consultant shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), and for Consultant's costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 10.2.3 above). Upon payment of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall have no further liability to Consultant. 10.4 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 of the Services or any .portion thereof. In the event of a termination for Cause by. Consultant, the City shall pay Consultant for any Services satisfactorily performed and accepted up to the date of termination; provided, however, that the City shall first be granted a thirty (30) day cure period (commencing upon receipt of Consultant's initial written notice). 10.4.1 The Consultant shall have no right to terminate this Agreement for convenience. 10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause or for convenience), the Consultant shall immediately, upon receipt of the City's written notice of termination: (1) stop the performance of Services; (2) place no further orders or issue any other subcontracts, except for those which may have already been approved, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project documents (for delivery to the Project Coordinator). ARTICLE 11. INSURANCE 21 AGREEMENT -GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES • 11,.1 At all times during the Term of this Agreement, Consultant shall maintain the following required insurance coverage in full force and effect. The Consultant shall not commence any work until satisfactory proof of all required insurance coverage has been furnished to the Project Coordinator: . (a) Professional Liability Insurance, in the amount of one million dollars ($1,000,000.00), per claim, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate: Consultant shall notify the Project Coordinator, in writing, within thirty (30) days of any claims filed or made against its Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of one million dollars ($1,000,000.00), Single Limit Bodily Injury and .Property. Damage coverage, for each occurrence, which shall 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 within the statutory limits required under Florida law. 11.2 The Consultant must give the Project Coordinator at least 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. 1.1.3 The 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. 11.4 Consultant shall provide the Project Coordinator with a certificate of insurance of all required insurance policies. The City reserves the right to require a certified copy of such policies, upon written request to Consultant. ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 Pursuant to Section 725.08, Florida Statutes, the Consultant shall indemnify and hold harmless the,City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, -22 AGREEMENT- GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES and costs, including, but not limited to reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of this Agreement and /or in the performance of any Consultant Service Order issued by the City to Consultant pursuant to this Agreement. The Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Consultant expressly understands and agrees that any insurance protection required by this Agreement (or otherwise provided by Consultant) shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant (including, without limitation its sub - consultants and /or any registered professionals (architects and /or engineers) under this Agreement). ARTICLE 13. [Intentionally Omitted] ARTICLE 14. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on ,its 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 $10,000, less any amount(s) actually paid to Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with Consultant's recovery from the City for any damages for action for breach of contract to be limited to $10,000, less any amount(s) actually paid by the City to the Consultant hereunder. 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 $10,000, which amount shall be reduced by any. 23 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES amount(s) actually paid by the City to Consultant hereunder. Nothing contained in this subsection, 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. ARTICLE 15. NOTICE All written notices given to City by Consultant shall be addressed to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Kathie G. Brooks, Interim City Manager With a copy to: Public Works Department City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fred H. Beckmann P.E., Public Works Director All. written notices given to the Consultant from the City shall be addressed to: Atkins Global, Inc 2001 Northwest 107th Avenue Miami, Florida 33172-25 Attn: Rafiq S. Alqasem, P.E., PTOE All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the 24 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES i 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, 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. 16.2 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, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 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 bid on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant 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. For violation of this subsection by Consultant, City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of Consultant 16.4 NO CONTINGENT FEE: Consultant warrants 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 subsection, City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 25 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 16.5 LAWS AND REGULATIONS: 16.5.1 The Consultant shall, during the Term of this Agreement, be governed by federal, State, Miami -Dade County, and City laws, ordinances, and codes which may have a bearing on the Services involved in the Project. 16.5.2 Project Documents In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt.from the provisions of Section 119.07(1),'Florida Statutes (inspection and copying of public records), and s, 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect,, engineer, or contractor who is performing work on or related to,the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16:521 In addition to the requirements in this subsection 16.5.2, the Consultant agrees to abide by all applicable Federal, State, and City procedures, as may be amended from time to time, by which the documents are handled, copied, and distributed which may include, but is not limited to, each employee of Consultant and sub - consultants that will be involved in the Project being required to sign an agreement stating that they will not copy, duplicate, or distribute the documents unless authorized by the City Manager, in writing. 16.5.2.2 The Consultant and its sub- consultants agree in � writing that the Project documents are to be kept and maintained in a secure location. 16.5.2.3 [Intentionally Omitted] 16.5.2.4 [Intentionally Omitted] 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without added compensation, all necessary supplemental documents to correct errors, omissions, and /or ambiguities which may exist in the Contract Documents prepared by Consultant, including documents prepared by its sub - consultants. Compliance with this subsection shall not be construed to relieve the Consultant 26 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES from .any liability resulting from any such errors, omissions, and /or ambiguities in the Contract Documents and other documents or Services related thereto. .16.7 WARRANTY: The Consultant warrants that the Services furnished to the City under this Agreement and under any Consultant Service Order issued by the City to Consultant shall conform to the quality expected of and usually provided by the profession in the State of Florida applicable to the design and construction of public and commercial facilities. 16.8 NON- EXCLUSIVITY: Notwithstanding any provision of this non- exclusive Agreement, the City is not precluded from retaining or utilizing any other architect, engineer, design professional or other consultant to perform any incidental Basic Services, Additional Services, or other professional services within the contract limits defined in the Agreement. The Consultant shall have no claim against the City as a result of the City electing to retain or utilize such . other architect, engineer, design professional, or other consultant to perform any such incidental Services. 16.9 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to any other person, firm, association or corporation, in whole or in part, without the prior written consent of the City, Commission, which consent, if given at all, shall be at the Commission's sole option and discretion. However, the Consultant will be permitted to cause portions of the .Services `to be performed by sub- consultants, subject to the prior written approval of the City Manager. 16.10 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds himself /herself, his /her partners, successors, legal representatives and. assigns to the other party of the Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. The Consultant shall afford the City (through the City Commission) the opportunity to approve or reject all proposed assignees, successors or other changes in the ownership structure and composition of the Consultant. Failure to do so constitutes a breach of this Agreement by the Consultant. 16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries, ..Wages, materials, equipment, sub - consultants, and other purchased services, etc., as necessary to complete said Services. 16.12 INTENT OF AGREEMENT: 27 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES 16.12.1 The intent of the Agreement is for the Consultant. to provide general transportation planning and traffic consulting services, and to include all necessary items for the proper completion of such services. 16.12.2 This Agreement is for the benefit of the parties only and 'it does not grant rights to a third party beneficiary, to any person nor does it authorize anyone not a party to the Agreement to maintain a suit for personal injuries, professional liability, or property damage pursuant to the terms or provisions of the Agreement. 16.12.3 No acceptance, order, payment, or certificate of or by the City, or its employees or agents, shall either stop the City from asserting any rights or operate as a waiver of any provisions hereof or of any power or right herein reserved to the City or of any rights to damages herein provided. 16.13 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 memorialized in written document approval and executed,with the same formality and of equal dignity herewith. 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. 28 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES Attest CITY OF MIAMI BEACH: CITY CLERK MAYOR CONSULTANT: Rafiq S. Alqasem, PE, PTOE Attest Signature Signature Print Name / Title Print Name / Title 29 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES NOTE TO AGREEMENT SCHEDULES NOTE: WITH THE EXCEPTION OF SCHEDULES "A" AND "C" (BASIC SERVICES AND CONSULTANT'S HOURLY BILLING RATE SCHEDULE), THE ATTACHED SCHEDULES ARE FOR ILLUSTRATIVE PURPOSES ONLY. WHEN CONSULTANT IS ISSUED A CONSULTANT SERVICE ORDER FOR A PARTICULAR PROJECT PURSUANT TO THIS AGREEMENT, THEN THE SPECIFIC SCHEDULES PERTAINING TO THAT PARTICULAR WORK, SERVICES AND /OR TASKS (I.E. THE SCOPE OF SERVICES; CONSULTANT COMPENSATION; CONSTRUCTION COST BUDGET; PROJECT SCHEDULE; ETC) SHALL BE NEGOTIATED BETWEEN THE CITY AND THE CONSULTANT AND THE TERMS OF THIS AGREEMENT SHALL GOVERN FOR THAT PARTICULAR PROJECT. 30 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES SCHEDULE A SCOPE OF SERVICES The Consultant shall provide General Transportation Planning and Traffic Engineering Consulting Services, on an "as needed basis ", meaning that each firm awarded a contract hereby agrees to be placed on a list of professionals that will provide General Transportation Planning and Traffic Engineering Consulting where the City may call upon them to perform professional services in these fields. As the need for services arise, firms will be contacted to provide the necessary professional services according to the negotiated scope of work and cost. .Professional services will be quoted as a lump sum, based on the estimated hours to complete a project and in accordance with the hourly rates set forth in Schedule "C, attached hereto. The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or his /her designee. Consultant shall counter -sign the Consultant Service Order upon receipt, and return the signed copy to the City. The Scope of Services shall consist of, but not be limited to, the following: SOUND STUDY STANDARDS OBJECTIVES 1. Update of the Automated Concurrency Management System 2. Conduct Transportation planning, design, and other feasibility work requested by the City 3. Conduct Studies for vehicular, pedestrian, bicycles, and transit facility projects 4. Review traffic impact studies submitted by land developers for proposed projects in Miami Beach, and provide input to the City Administration on accuracy of the information provided in the studies, as they relate to the impact to the current transportation system 5. Conduct studies for corridors within the City with the purpose of identifying mobility improvements and develop a capital plan to facilitate efficient transportation movement throughout the City 6. Conduct data collection for the City FEES Fees for typical studies will be determined in consultation and in negotiation with the Consultant, depending on the scale and complexity of the study that is the subject of the particular Consultant Service Order issued to Consultant. 31 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES SCHEDULE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND Atkins Global Inc. CONSULTANT SERVICE ORDER Service Order No. for Consulting Services. TO: DATE: SCOPE OF SERVICES: Per attached proposal dated to be considered part of this Agreement. Project Name and No: Estimated calendar days to complete this work: days Start Date: Fee for this Service Order: $ The above fee is a Lump Sum or an Upset Limit (check one). Project Coordinator Date Public Works Director Date Consultant Date City Manager Date 32 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES SCHEDULE B CONSULTANT COMPENSATION AGREEMENT BETWEEN CITY OF MIAMI BEACH AND Atkins.Global Inc. FOR General Transportation Planning and Traffic Consulting Services Project Name and No Scope of Services Fee for this Service Order: $ Note *: These services will be paid lump sum based on percentage of work complete as identified in the Consultant Service Order. 33 AGREEMENT - GENERAL TRANSPORTATION PLANNING AND TRAFFIC ENGINEERING CONSULTING SERVICES SCHEDULE C HOURLY BILLING RATE SCHEDULE CERTIFIED HOURLY RATES (Applicable personnel only) Project Principal $ 190.00' Senior Project Manager $ 180.00 Senior Transportation Engineer $ 145.00 Senior Traffic Engineer $ 120.00 Senior Transportation Planner $ 120.00 Traffic Engineer $ 101.00 Transportation Planner $ 101.00 Senior CAD Technician $ 60.00 CAD Technician $ 55.00 Clerical $ 35.00 Administrative Assistant $ 35.00 Other Industry Expert $ Rate To Be Negotiated at Time of Service CONSULTANT ATTEST: (Name of Corporation) By: (Secretary) (Signature) (Corporate Seal) - (Print Name and Title) day of 1 20 i . CITY APPROVED A & E FORM (AUGUST 2010)