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2013-28158 Reso
RESOLUTION NO. 2013-28158 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE INTERIM CITY MANAGER PERTAINING TO THE RANKING OF FIRMS, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 52-11/12, FOR PROFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES ON AN "AS NEEDED" BASIS; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS UPON COMPLETION OF SUCCESSFUL NEGOTIATIONS WITH THE FIVE TOP-RANKED PROPOSERS: ATKINS NORTH AMERICA, INC., BERMELLO AJAMIL & PARTNERS, INC., CHEN MOORE AND ASSOCIATES, CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. (C3TS), AND PARSON BRINCKERHOFF, INC. WHEREAS, on July 18, 2012, the Mayor and City Commission approved the issuance of Request for Qualifications (RFQ) No. 52-11/12, for Professional Construction Engineering and Inspection (CEI) Firms to provide various CEI services on an "as needed" basis; and WHEREAS, RFQ No. 52-11/12 was issued on August 14, 2012, with an opening date of September 13, 2012; and WHEREAS, Bidnet issued bid notices to 272 prospective bidders, of which 10 downloaded the RFQ document, in addition to, 254 vendors notified via e-mail, which resulted in the receipt of the following seventeen (17) bids: A&P Consulting Transportation Engineers, Corp., Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Network Engineering Services, Inc. d/b/a Bolton Perez & Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), Calvin, Giordano & Associates, Inc., C.A.P. Engineering, Inc., Chen Moore and Associates, CIMA Engineering Corp., CMTS Construction Management Services, LLC , Craven Thompson & Associates, Inc., CSA Central, Inc., Eisman & Russo, Inc., New Millenium Engineering, Inc., Parson Brinckerhoff, Inc., S&D Engineering and Construction, Inc., Tamayo Engineering, LLC; and WHEREAS, through the Procurement Division's review of each bid for responsiveness, S&D Engineering and Construction, Inc. was deemed nonresponsive for failing to submit mandatory information pertaining to their experience and qualifications; and WHEREAS, on November 15, 2012, the Interim City Manager via Letter to Commission (LTC) No. 295-2012, appointed an Evaluation Committee (the "Committee") consisting of the following individuals: • Maria Cerna, Senior Capital Projects Coordinator, CIP • Stacy Kilroy, Capital Improvement Projects Oversight Committee member • Jose Perez, Capital Projects Coordinator, CIP • Michael Phang — Resident, Associate Dean at the University of Miami College of Engineering • Jose Rivas, Civil Engineer III, Public Works • (alternate) Elizabeth Camargo, Capital Improvement Projects Oversight Committee member; and WHEREAS, on February 8, 2013, the Committee convened to review, discuss each prospective firm's qualifications, experience, and competence, score and rank each accordingly pursuant to the criteria noted in the RFQ below. • 30 Points - The experience and qualifications of the professional personnel assigned to the Project Team and the Project Manager, as well as their familiarity with this project and a thorough understanding of the methodology and approach to be used in this assignment • 25 Points -The experience and qualifications of the Proposer • 20 Points - Past performance based on quality of the Performance Evaluation Surveys and the Administration's due dilligence based upon reference checks performed of the Firm(s) clients • 5 Points - Willingness to meet time and budget requirements as demonstrated by past performance, methodology and approach • 5 Points - Certified minority business enterprise participation. Either the Proposer or a member of the Proposer Team may qualify for proof of certification for minority business enterprise participation. Accepted minority business enterprise certifications include the Small Business Administration (SBA), State of Florida, or Miami-Dade County • 5 Points— Location • 5 Points - Recent, current and projected workloads of the firms • 5 Points - The volume of work previously awarded to each firm by the City, with the object of effecting an equitable distribution of contracts among qualified firms, provided such distribution does not violate the principle of selection of the most highly qualified firm • 5 Points— Local Preference for Miami Beach-Based Vendors • 5 Points— Preference for Florida Small Businesses Owned and Controlled by Veterans and to State-Certified Service-Disabled Veteran Business Enterprises; and WHEREAS, prior to scoring and ranking the proposals, the Committee unanimously agreed to select the top five (5) ranked firms; and WHEREAS, Committee members unanimously recommended that the City enter into negotiations with the top five (5) ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc.; and WHEREAS, after considering the review and recommendation of the Evaluation Committee, the Interim City Manager exercised her due diligence and is recommending that the Mayor and the City Commission authorize negotiations with the five (5) top-ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc.; and further authorizing the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations by the administration. 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 accept the recommendation of the Interim City Manager pertaining to the ranking of firms, pursuant to Request for Qualifications (RFQ) No. 52-11/12, for professional construction engineering and inspections (CEI) firms to provide various CEI services on an "as needed" basis, authorizing the Mayor and City Clerk to execute agreements upon successful negotiations with the five top-ranked proposers: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc. PASSED AND ADOPTED this / � day of drt-4., , 2013. ATTEST: ..� CITY LERK R INCORP ORATED: I-<7 S TAAGENDA\2013\March 13\RFQ r F-1-se O.doc APPROVED AS TO FORM &LANGUAGE & FOR EXECUTION 2, - �- City Attome Date i 'COMMISSION ITEM SUMMARY Condensed Title: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, Accepting the Recommendation of the Interim City Manager Pertaining to the Ranking of Firms, Pursuant to Request for Qualifications(RFQ)NO. 52-11/12,for Professional Construction Engineering and Inspection(CEI)Firms to Provide Various CEI Services on an "As Needed" Basis; Authorizing the Mayor and City Clerk to Execute Agreements upon Completion of Successful Negotiations with the Five Top-Ranked Proposers: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc. Key Intended Outcome Supported: Ensure well-maintained infrastructure Supporting Data (Surveys, Environmental Scan, etc.): The 2009 Customer Satisfaction Survey indicated that 79%of businesses rated recently completed capital improvement projects as"excellent"or"good." Issue: Shall the Mayor and City Commission Adopt The Resolution? Item Summary/Recommendation: Adequate management of construction projects by the City of Miami Beach Office of Capital Improvement Projects (CIP)requires implementation of CEI services during construction including, but not limited to, general coordination, value engineering, pre-construction, field observations, shop drawing submittals, quality control, and closeouts. The ability to have a rotating list of CEI firms available to provide these services for Capital Improvement Projects would enable the City to effectively and efficiently manage these projects. It is the intent of the City of Miami Beach to select several firms under this RFQ,which will be contacted on an as-needed basis. This contract shall remain in effect for two (2) years from the date of contract execution by the Mayor and City Clerk, with two (2), one (1)year renewal options, at the sole discretion of the City Manager. On July 18, 2012, the Mayor and City Commission approved the issuance of Request for Qualifications (RFQ) No. 52-11/12. The RFQ was issued on August 14, 2012, with an opening date of September 13, 2012. A pre- qualifications conference to provide information to the proposers submitting a response was held on August 22, 2012. BidNet issued bid notices to 272 prospective proposers, of which 10 firms downloaded the RFQ. In addition, 254 vendors were notified via e-mail resulting in the receipt of 17 proposals. On November 15, 2012, the Interim City Manager via Letter to Commission (LTC) No. 295-2012, appointed an Evaluation Committee which convened on February 8, 2013, to review and discuss the proposals received in accordance with criteria established in the RFQ. In determining the most qualified firms, the Committee discussed each prospective firm's qualifications, experience, and competence. Prior to scoring and ranking the proposals, the Committee unanimously agreed to select the top five(5)ranked firms. A motion was presented by Jose Perez, seconded by Stacy Kilroy, and approved by all Committee members to recommend entering into negotiations with the top five (5) ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc. After considering the review and recommendation of the evaluation committe, the Interim City Manager exercised her due diligence and is recommending that the Mayor and the City Commission authorize negotiations with the five (5) top-ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc.; and further authorizing the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations by the administration. Advisory Board Recommendation: N/A Financial Information: Source of Amount Account Funds: 1 N/A OBPI Total Financial Impact Summary: N/A City Clerk's Office Legislative Tracking: Fernando Vazquez x6135 Sign-Offs: Department Direct' Assistant City Manager/Chiq7i nan 'al Officer Interim City Manag r A FV JGG PDW_ KGB T:1AG \2013\ ch 13\RFQ 52-11-12—CEI Servi —Summary.doc AGENDA ITEM (�7/"o7 AAW0,11BEACH DATE 4 ® MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive,Miami Beach, Florida 33139,www.miamibeachfl.gov - COMMISSION MEMORANDUM TO: Mayor Matti Herrera Bower and Members of the City Commission FROM: Kathie G. Brooks, Interim City Manager�' J/� DATE: March 13, 2013 SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE INTERIM CITY MANAGER PERTAINING TO THE RANKING OF FIRMS, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ) NO. 52-11/12, FOR PROFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES ON AN "AS NEEDED" BASIS; AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS UPON COMPLETION OF SUCCESSFUL NEGOTIATIONS WITH THE FIVE TOP- RANKED PROPOSERS: ATKINS NORTH AMERICA, INC., BERMELLO AJAMIL & PARTNERS, INC., CHEN MOORE AND ASSOCIATES, CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. (C3TS), AND PARSON BRINCKERHOFF, INC. ADMINISTRATION RECOMMENDATION Adopt the Resolution. KEY INTENDED OUTCOME SUPPORTED Ensure well-maintained infrastructure. ANALYSIS Adequate management of construction projects by the City of Miami Beach Office of Capital Improvement Projects (CIP) requires implementation of CEI services during construction including, but not limited to, general coordination, value engineering, pre-construction, field observations, shop drawing submittals, quality control, and closeouts. The ability to have a rotating list of CEI firms available to provide these services for Capital Improvement Projects would enable the City to effectively and efficiently manage these projects. This Request for Qualifications is for Professional Construction Engineering and Inspection (CEI) firms to provide various CEI services to the City on an "as needed" basis. "As needed" basis means that each firm awarded a contract pursuant to this RFQ will be placed on a professional CEI list where the City may call upon it to perform professional projects, as assigned by the City Administration. 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. It is the intent of the City of Miami Beach to select several firms under this RFQ, which will be contacted on an as-needed basis. This contract shall remain in effect for two (2) years from the date of contract execution by the Mayor and City Clerk, with two (2), one (1) year renewal Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 2 options, at the sole discretion of the City Manager. SCOPE OF SERVICES The Consultant's Basic Services that may be provided under the Agreement entered into pursuant to this RFQ shall (at a minimum) consist of, but not be limited to, the following: 1. Administer the Construction Contract and monitor and inspect the work performed by the Contractor such that the project is constructed in reasonable conformity with the plans, specifications, and special provisions of the Construction Contract. 2. Provide Survey Control - Consultant shall check or establish the survey control baseline(s) along with sufficient baseline control points and bench marks at appropriate intervals along the project in order to: (1) make and record measurements necessary to calculate and document quantities for pay items, (2) make and record pre-construction and final cross section surveys of the project site in those areas where earthwork (i.e., embankment, excavation, subsoil excavation, etc.) is part of the construction project, and (3) perform incidental engineering surveys. 3. Resident Engineering Services - Coordinate the Construction Contract administration activities of all parties other than the Contractor involved in completing the construction project. Services shall include maintaining the required level of surveillance of Contractor activities, interpreting plans, specifications, and special provisions for the Construction Contract. Maintain complete, accurate records of all activities and events relating to the project and properly document all project changes. The following services shall be performed. a) General Coordination: The Consultant shall communicate daily or periodically with the City, the Design Consultant and Contractor, as needed. They shall report on concerns as it relates to the construction effort and activities. In addition, the Consultant shall also coordinate with the Public Information Officer (PIO) where notifications such as utility outages, road closures, etc. may be required. The Consultant shall monitor and verify that the Contractor has made the required notifications to the utility owners, residents and businesses as may be required. b) Value Engineering Meetings: The Consultant shall be expected to attend, participate, and provide cost estimating information at Value Engineering meetings between the City, the Design Consultant, and the Contractor for the Project. c) Resident's Information Meetings: The Consultant shall be expected to attend, address residents' concerns, participate, produce meeting minutes, and take a lead role in Resident Information Meetings with the City for the Project. d) Pre-Construction Meetings: The Consultant shall be expected to attend, participate, produce meeting minutes and take a lead role in Pre-Construction Meeting with the City, Design Consultant and Contractor for the Project. The Pre-construction Meeting shall be scheduled once the first Notice-to-Proceed is issued to the Contractor. e) Weekly Construction Progress Meetings: The Consultant shall attend, participate and take a lead role in weekly construction project meetings with the City, Design Consultant and Contractor on the Project. These meetings shall serve as forums to review the status of construction progress, discuss construction issues, discuss Commission Memorandum—RFQ#52-11-12 for CEI Services on an 'As-Needed"Basis March 13, 2013 Page 3 schedule and/or cost concerns, discuss potential changes or conflicts, review the status of shop drawing submittals and Construction Document clarifications and interpretations, and to resolve problems before they become critical. Consultant shall prepare weekly meeting minutes and distribute to all meeting attendees, review the two week look ahead provided by the Contractor and provide comments or objections to written statements within the specified timeframe. The Consultant shall prepare detailed weekly reports that describe the construction activities, progress, incidents and issues that have occurred on the construction site and distribute to the attendees in advance of the weekly construction progress meetings. f) Field Observations: The Consultant shall conduct field observations on a daily basis throughout the duration of construction. Field observations shall be provided jointly by the City and the Consultant. If and when necessary, the City shall provide part-time construction inspectors for the duration of the Project. The role of the City's construction inspectors shall be limited. The Consultant shall be present at the construction site daily during the construction phase of the Project and shall be expected to be available, as needed, throughout the Contractor's work day. g) Stormwater Permit - Verify that the Contractor is conducting inspections, preparing reports and monitoring all storm water pollution prevention measures associated with the project. For each project that requires the use of the NPDES General Permit, provide at least one inspector who has successfully completed the "Florida Stormwater, Erosion, and Sedimentation Control Training and Certification Program for Inspectors and Contractors". The Consultant's inspector shall be familiar with the requirements set forth in the FEDERAL REGISTER, Vol. 57, No. 187, Friday, September 5, 1992, pages 4412 to 4435 "Final NPDES General Permits for Storm Water Discharges from Construction Sites" and the City's guidelines. h) Specialty Design Consultant Site Visits: The Consultant shall monitor the number of specialty site visits requested by the Contractor or City and conducted by the Design Consultant. When it becomes evident that a specialty site visit from the design Engineer of Record (EOR) shall be required, the Consultant shall notify the FOR to discuss and schedule a mutually acceptable time for meeting at the construction site. i) Daily Reports: The Consultant shall prepare daily reports, on the same date as construction occurs, to record the daily performance of the Contractor as well as other significant construction related matters. Daily reports shall be uploaded by the Consultant to e-Builder TM, the City's document management system. At the end of each week, the Consultant shall forward the original daily reports to the City for review. The Consultant shall maintain and file paper copies of the daily reports onsite for reference. The daily reports shall include records of when the Contractor is on the job- site, general field observations, weather conditions, change orders, changed conditions, list of job site visitors, daily drilling and testing activities, testing results, testing observations, and records of the outcome of tests and inspections. At a minimum the daily reports shall contain the following information: • Weather and general site conditions • Contractor's work force counts by category and hours worked • Description of Work performed including location • Equipment utilized Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 4 • Names of visitors to the jobsite and reason for the visit • Tests made and results • Construction difficulties encountered and remedial measures taken • Significant delays encountered and apparent reasons why • Description of(potential) disputes between the Contractor and City • Description of(potential) disputes between the Contractor and residents • Summary of additional directions that may have been given to the Contractor • Detailed record of materials, equipment and labor used in connection with extra work, or where there is reason to suspect that a claim or request for Change Order may be submitted by the Contractor • Summary of any substantive discussions held with the Contractor and/or City • Summary of nonconforming work referenced to corresponding Non-Compliance Notice • A log of photographs taken j) Photographic Record: Consultant shall provide a photographic record of the overall progress of construction, beginning with preconstruction documentation, following with on-going construction documentation, and ending with post-construction documentation. Photographs shall be digital snapshot type taken to define the progress of the project and shall be filed electronically by month in e-Builder TM, the City's document management system, labeled by date, time and location. The Consultant shall upload all photos to the e-Builder Tm document management system on a weekly basis. k) Adherence to Construction Documents: The Consultant shall review materials and workmanship of the projects and report to the City any deviations from the Construction Documents that may come to the Consultant's attention. Consultant shall determine the acceptability of the work and materials and, in concert with the Design Consultant (as necessary), make recommendations to the City to reject items not meeting the requirements of the Construction Documents. 1) Delivery of Unaccepted Materials to Jobsite: As new materials are delivered to the jobsite, the Consultant shall check the material's certifications and samples and verify that an approved shop drawing was submitted for the material in question. If it is determined that a submittal has not been approved, the Consultant shall immediately notify the City and issue a Non-Compliance Notice. In conjunction with the Design Consultant (as necessary), the Consultant shall direct and supervise the sampling and testing of materials to be performed by the City's independent testing laboratory. The Consultant shall maintain test report logs which shall be submitted to the City for review on a monthly basis and uploaded to e-Builder TM, the City's document management system on a weekly basis. Consultant shall also review invoices submitted by the independent testing laboratories and recommend payment by the City. m) Shop Drawing Submittals: The Consultant shall review shop drawing and product approvals throughout the duration of the construction period for familiarity prior to delivery of materials. Consultant shall verify that Contractor is maintaining a submittal log, conducting timely submittals, and uploading approved shop drawings to e- BuilderT"^, the City's document management system. Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 5 n) Issuance of Non-compliance Notices: The Consultant shall be responsible for notifying the City when they become aware of a condition that is believed to be in non- compliance with Construction Documents. Anytime the Consultant notices a potential construction problem or a condition that could result in non-complying materials, equipment or workmanship, the Consultant will need to determine whether the condition poses an immediate threat to public health or safety. If a condition does not pose a threat to public health or safety, immediate verbal notification or "Pre- Noncompliance Notice" of the potential non-compliance should be made to the Contractor and the City. This verbal notice shall be documented in the Consultant's daily report and shall advise the Contractor of potential construction problems, errors, or deficiencies that can be promptly resolved and do not warrant a Non-compliance Notice. If the Contractor fails to respond to the verbal notification within a reasonable timeframe, the Consultant shall notify the City and the City's Projects Coordinator shall issue a Non-compliance Notice. If a condition poses an immediate threat to public health or safety, the Consultant shall notify the Contractor and City immediately and the City's Projects Coordinator shall issue a Non-compliance Notice to the Contractor. Non-compliance Notices shall include a description of the Work that does not meet the construction contract requirements, along with a required timetable for corrective work to be implemented by the Contractor. Other items that should be included in the Notice include a reference to the provision of the Construction Documents that has been violated. o) Damage to Existing Facilities: The Consultant shall identify any existing facilities damaged by the Contractor and verify that the Contractor has notified the respective owner(s). The Consultant shall include record of such occurrences in the daily reports. p) Change Orders: Consultant shall perform an independent review of any Change Orders submitted by the Contractor and provide a written statement noting recommendation for approval or denial of the Change Order to the City. If recommended for approval, the Consultant shall note if the requested cost and schedule impacts are fair and reasonable. The Consultant shall be responsible for maintaining a Change Order log and uploading approved Change Orders to e- BuilderTM, the City's document management system. The Consultant shall also participate in change request review meetings with City and Contractor to resolve and/or negotiate the equitable resolution of request. q) Requests for Information/Construction Document Clarification (RFIs/CDCs): When RFIs and CDCs involve design issue interpretations, the Consultant shall coordinate with the Design Consultant, as needed, to resolve the Contractor's Requests for Information, Construction Document Clarifications, Field Orders, and other related correspondence. The Consultant shall be also be responsible for verifying that the Design Consultant is providing a written response to RFIs and CDCs in a timely manner and for processing, logging, and distributing all RFIs/CDCs. Consultant shall upload all RFI and CDC responses to e-BuilderT"", the City's document management system. r) Schedule: Analyze the Contractor's schedule(s) (i.e. baseline(s), revised baseline(s), updates, as-built, etc.) for compliance with the contract documents. Elements including, but not limited to, completeness, logic, durations, activity, flow, milestone dates, concurrency, resource allotment, and delays shall be reviewed. Verify the schedule conforms with the construction phasing and MOT sequences, including all Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 6 contract modifications. Provide a written review of the schedule identifying significant omissions, improbable or unreasonable activity durations, errors in logic, and any other concerns as detailed in the contract documents. s) Pay Requisitions: Consultant shall verify Contractor's pay requisition quantities and sign-off on all pay requisition quantities in the field. Consultant shall be responsible for reviewing with the Contractor the monthly payment requisition to confirm the status of completed and uncompleted work and stored materials. The Consultant shall advise the City of quantities being approved for subsequent concurrence for payment purposes. Payment Requisitions shall only be approved by the City. t) Equipment Tests and Systems Start-up: Consultant shall be responsible for coordinating various tests for quality control on the projects; verifying that equipment tests and systems start-up are conducted in the presence of appropriate personnel; and that the Contractor is maintaining adequate records thereof. Consultant shall observe, record, and report appropriate details relative to the test procedures and start- up. u) Record Drawings: Consultant shall monitor that record drawing mark-ups are properly maintained by the Contractor. The Consultant shall review the record drawing mark-ups as deemed necessary by the City. Contractor's failure to maintain the record drawings in up-to-date condition may be deemed grounds for withholding Contractor's monthly payment requisitions until such time as the record drawings are brought up-to- date. The Consultant shall notify the City if it considers the mark-up documents insufficient. The City shall make final determination of payment withholding. v) Safety: Consultants shall be expected to recognize a hazard that any reasonable non- safety professional might be expected to recognize. In addition, those safety obligations extend only to recognizable hazards that the Consultant may note while in the normal conduct of onsite business. If a situation presents itself, the following procedures should be followed: • Immediately direct personnel to remove themselves from the apparent danger. • Notify the Contractor's superintendent of the apparent condition that caused the concern and that the affected personnel were directed to remove themselves accordingly. • Notify the Contractor of the situation that arises concern, both in writing and verbally. • Issue a written Notice of Noncompliance stating that the Contractor should take immediate action as it deems necessary to correct the deficiency/ condition. • Write a full report in the Daily Report on the condition found to be unsafe, all actions taken, and correspondence written, including times and names. • Take photographs, of the concern. • If the Contractor does not make corrections, the Consultant should notify the City. • The Consultant shall review the situation with the City for further direction. • The condition, as well as all conversations and correspondence, shall be recorded in the Consultant's Daily Report. • In the case of a construction-related accident, Consultant shall notify the City of Commission Memorandum—RFQ#52-11-12 for CEI Services on an 'As-Needed"Basis March 13, 2013 Page 7 the accident. Consultant shall direct the Contractor to prepare an accident report with a copy forwarded to the City. w) Quality Control: The Consultant shall review and monitor the Contractor's adherence to an acceptable quality control program submitted by the Contractor prior to the issuance of the second Notice-to-Proceed by the City. This program shall describe the Contractor's quality control, organizational procedures, documentation controls and processes for each phase of the work. Quality control during construction shall be the responsibility of the Contractor; however, oversight and ensuring the Contractor complies with applicable jurisdictional construction standards shall be enforced on the City's behalf by the Consultant. x) Proceeding with Disputed Work: In the event that an agreement cannot be reached on a Change Order, the Contractor must carry on the work and adhere to the project schedule in accordance with the construction contract general conditions. The Consultant shall log all forced work efforts related to disputed change order on a Forced Work Daily Log Reports which shall be signed and dated by the Consultant and the Contractor's representative at the completion of each workday. The Consultant shall forward copies of this form to the City for record purposes. y) Maintenance of Traffic (MOT): The Contractor shall provide the Consultant, City and Design Consultant with approved copies of its MOT at the Pre-Construction Meeting for general information purposes. It shall be the Consultant's responsibility to verify compliance with the MOT in the field. z) Contractor Request for Services: When the Contractor requires services from the City for issues such as water main shutdowns, tie-ins to existing water mains, special regulatory inspections, etc., a request shall be made in writing by the Contractor, and forwarded by the Consultant to the City, a minimum of three working days prior to when required. aa)Substantial Completion: When the Contractor considers that the Work has reached Substantial Completion, the Contractor shall notify the Consultant who shall verify that the work has progressed to the substantial completion point in accordance the Construction Documents. If the Consultant is in agreement, the Consultant shall contact the City to agree on a schedule for conducting a substantial completion "walk- through" inspection of the Work. Consultant shall attend and participate in the substantial completion "walk-through", perform a substantial completion inspection with the Contractor, Design Consultant and the City, and prepare a master punch list that describes items remaining to be completed. This master punch list shall be attached to the certificate of substantial completion. bb)Final Completion and Project Closeout: When the Contractor considers that the Work has reached Final Completion, the Contractor shall notify the Consultant who shall verify that the work has progressed to the Final Completion point in accordance the Construction Documents. If the Consultant is in agreement, the Consultant shall contact the City to agree on a schedule for conducting a Final Completion "walk- through" inspection of the Work. Consultant shall attend and participate in the Final Completion "walk-through" and perform a Final Completion inspection with the Contractor, Design Consultant and the City. If the work is determined to be incomplete, Consultant and other attendees shall each develop a punch list of items requiring Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 8 completion or correction prior to consideration of final acceptance of each project which shall be forwarded to the Contractor by the Consultant for the Project. Consultant shall complete all necessary close-out and construction completion forms and documentation in coordination with the City for the Project. The Consultant shall work with the Design Consultant and the Contractor, as necessary to ascertain materials required for the closeout binder, as required by the City, and review the Operation and Maintenance manuals for each project for completeness prior to forwarding documentation to the City. Once all parties determine the work is complete and the Contractor has delivered all close-out documentation to the City, the Consultant shall prepare a Final Certificate for Payment. The Consultant shall be responsible for providing final certifications based on the entire scope of work for the Project. cc) Consultant and Design Consultant Relationship: These services outlined herein are intended to provide support to both the City and the Design Consultant during the construction phase of the Project. The Consultant shall perform the services outlined in this Agreement under the supervision and contractual directives of the Project Coordinator, and shall refer all matters pertaining to this Agreement to the City. In matters relating to the design concept and constructability thereof, the Consultant shall conduct this scope of services under the technical directives issued by the Design Consultant such that the Design Consultant's FOR can provide final certification of the design components at Project Closeout. 4. Provide qualified personnel necessary to efficiently and effectively carry out its responsibilities under this Agreement. The personnel shall be qualified by experience and education. Submit in writing to the City for review and approval, the names of personnel proposed for assignment to the project, including a detailed resume for each. The City reserves the right to have Consultant's personnel removed and substituted from the project, if the employee's conduct or performance is detrimental to the project. The City reserves the right to request periodic rotation of field personnel. 5. The Consultant shall furnish the City with a Quality Assurance Plan within 15 calendar days after the award of this agreement. The QA Plan shall detail the procedures, evaluation criteria, and instructions of the Consultant's organization for providing services pursuant to this Agreement. Significant changes to the work requirements may require the Consultant to revise the QA Plan. It shall be the responsibility of the Consultant to keep the plan current with the work requirements. The Plan shall include, but not be limited to: • Consultant's QA Organization and its functional relationship to the part of the organization performing the work under the Agreement. The authority, responsibilities and autonomy of the QA organization shall be detailed as well as the names and qualifications of personnel in the quality control organization. • Methods used to monitor and achieve organization compliance with Agreement requirements for services and products. • Outline the types of records which shall be generated and maintained during the execution of the QA program. • Methods used to control subconsultant and vendor quality. • An officer of the Consultant firm shall certify that the inspection and documentation was done in accordance with specifications, plans, City standards, and City's procedures. • Maintain adequate records of the quality assurance actions performed by the Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 9 organization (including subcontractors and vendors) in providing services and products under this Agreement. All records shall indicate the nature and number of observations made, the number and type of deficiencies found, and the corrective actions taken. 6. Provides assistance in preparing for arbitration hearings or litigation that occurs during the Agreement time in connection with the construction project covered by this Agreement. 7. Provide qualified engineering witnesses and exhibits for arbitration hearings or litigation in connection with the Agreement. 8. Provide services determined necessary for the successful completion and closure of the Construction Contract. 9. Provide Post construction claims review — The Consultant shall analyze the claim, engage in negotiations leading to settlement of the claim, and prepare and process the required documentation to close out the claim. 10. The Consultant may be asked to provide all or some construction engineering and inspection services including inspectors, construction managers and/or construction administration staff for CIP Right-of-Way construction projects. RFQ PROCESS On July 18, 2012, the Mayor and City Commission approved the issuance of Request for Qualifications (RFQ) No. 52-11/12, for Professional Construction Engineering and Inspection (CEI) Firms to provide various CEI services on an "as needed" basis. The RFQ was issued on August 14, 2012, with an opening date of September 13, 2012. A pre-qualifications conference to provide information to the proposers submitting a response was held on August 22, 2012. Bidnet issued bid notices to 272 prospective bidders, of which 10 downloaded the RFQ document. In addition, 254 vendors were notified via e-mail, which resulted in the receipt of the following seventeen (17) proposals: • A&P Consulting Transportation Engineers, Corp. • Atkins North America, Inc. • Bermello Ajamil & Partners, Inc. • Network Engineering Services, Inc. d/b/a Bolton Perez & Associates • Corzo Castella Carballo Thompson Salman, P.A. (C3TS) • Calvin, Giordano & Associates, Inc. • C.A.P. Engineering, Inc. • Chen Moore and Associates • CIMA Engineering Corp. • CMTS Construction Management Services, LLC • Craven Thompson &Associates, Inc. • CSA Central, Inc. • Eisman & Russo, Inc. • New Millenium Engineering, Inc. • Parson Brinckerhoff, Inc. Commission Memorandum-RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 10 • S&D Engineering and Construction, Inc. • Tamayo Engineering, LLC Through the Procurement Division's review of each bid for responsiveness, S&D Engineering and Construction, Inc. was deemed nonresponsive for failing to submit mandatory information pertaining to their experience and qualifications. On October 2, 2012, the Procurement Division notified S&D of the missing information to which the firm never responded. On November 15, 2012, the Interim City Manager via Letter to Commission (LTC) No. 295- 2012, appointed an Evaluation Committee (the "Committee") consisting of the following individuals: • Maria Cerna, Senior Capital Projects Coordinator, CIP • Stacy Kilroy, Capital Improvement Projects Oversight Committee member • Jose Perez, Capital Projects Coordinator, CIP • Michael Phang - Resident, Associate Dean at the University of Miami College of Engineering • Jose Rivas, Civil Engineer III, Public Works Alternate • Elizabeth Camargo, Capital Improvement Projects Oversight Committee member On February 8, 2013, the Committee convened to review and discuss the proposals received. Committee member Michael Phang was unable to attend. In determining the most qualified firms, the Committee discussed each prospective firm's qualifications, experience, and competence. They also scored and ranked each accordingly to develop its recommendation to the Interim City Manager based on the criteria noted in the RFQ below. Total Criteria Points 30 The experience and qualifications of the professional personnel assigned to the Project Team and the Project Manager, as well as their familiarity with this project and a thorough understanding of the methodology and approach to be used in this assignment 25 The experience and qualifications of the Proposer 20 Past performance based on quality of the Performance Evaluation Surveys and the Administration's due dilligence based upon reference checks performed of the Firms clients 5 Willingness to meet time and budget requirements as demonstrated by ast performance, methodology and approach 5 Certified minority business enterprise participation. Either the Proposer or a member of the Proposer Team may qualify for proof of certification for minority business enterprise participation. Accepted minority business enterprise certifications include the Small Business Administration (SBA), State of Florida, or Miami-Dade Count 5 Location 5 Recent, current and projected workloads of the firms 5 The volume of work previously awarded to each firm by the City, with the object of effecting an equitable distribution of contracts among Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 11 qualified firms, provided such distribution does not violate the principle of selection of the most highly ualified firm 5 Local Preference - The Evaluation Committee will assign an additional five (5) points to Proposers, which are, or include as part of their proposal team, a Miami Beach-based vendor as defined in the City's Local Preference Ordinance. 5 Veterans Preference - The Evaluation Committee will assign an additional five (5) points to Proposers, which are, or include as part of their proposal team, a small business concern owned and controlled by a veteran(s) or a service-disabled veteran business enterprise, as defined in the City's Veterans Preference Ordinance. Prior to scoring and ranking the proposals, the Committee unanimously agreed to select the top five (5) ranked firms. The following table provides the scoring and ranking results: RFQ 52-11/12 Evaluation Committee Ranking Cerna Kilroy Perez Rivas Total Parson Brinckerhoff, Inc. 6 (93) 1 (94) 1 (94) 2 (89.92) 10(370.82) Bermello Ajamil & Partners, Inc. 8 (89) 2 (93) 4 (85) 1 (90.8) 15 (357.8) Atkins North America, Inc. 9 (88.5) 4 (89) 2 (90) 3 (89.72) 18 (357.22) Chen Moore and Associates 5 (93.5) 5 (86) 6 (84) 4 (89.27) 20(352.77) Corzo Castella Carballo Thompson Salman, P.A. (C3TS) 2 (95) 3 (90) 9 (82) 6 (82.55) 20(349.55) CIMA Engineering Corp. 3 (94) 9 (82) 5 (84.8) 8 (82.62) 25(343.42) CSA Central, Inc. 1 (96) 8 (83) 8 (83) 9 (79.02) 26 (341.02) A&P Consulting Transportation Engineers, Corp. 14 (86) 7 (84) 3 (86) 5 (83.35) 29 (339.35) Craven Thompson &Associates, Inc. 11 (87.5) 6 (85) 10(81.9) 7 (82.27) 34(336.67) Eisman & Russo, Inc. 12 (87) 10(82) 7 (83.8) 13 (72) 42 (324.8) Tamayo Engineering, LLC 4(94) 16(74) 11 (80) 12 (73) 43 (321) Bolton Perez&Associates 7 (91) 13 (79) 15 (77) 11 (74.82) 46(321.82) Calvin, Giordano &Associates, Inc. 13 (86.5) 12 (80) 12 (78) 10(78.58) 47 (323.08) C.A.P. Engineering, Inc. 10(88) 11 (81) 13 (77.9) 15 (70.8) 49 (317.7) CMTS Construction Management Services, LLC 16 (80) 15 (76) 14 (77.5) 14(71.45) 59 (304.95) New Millenium Engineering, Inc. 15 (82) 14(78) 16 (72) 16(65.97) 61 (297.97) A motion was presented by Jose Perez, seconded by Stacy Kilroy, and approved by all Committee members to recommend entering into negotiations with the top five (5) ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc. COMPANY PROFILES Atkins North America, Inc. is a full-service construction management, engineering, and architectural firm with a proven track record with the City of Miami Beach. Atkins has Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 12 supported numerous municipal projects and capital improvement programs, providing services such as CEI, survey, cost estimating and scheduling, general engineering consulting, traffic engineering, coastal engineering, and civil/utilities engineering. Their project manager also has 33 years of experience in the construction industry as a general contractor and building code compliance officer. Notable projects include: • Bayshore Neighborhoods Right-of-Way (ROW) Improvements Resident Project Representative (Miami Beach, FL) • NW 116th Way Bridge CEI Services (Medley, FL) • SR 60 CEI Services (FDOT District Four) Bermello Ajamil & Partners, Inc. is an international multi-disciplinary A/E firm that provides complete planning, design, and construction services in the disciplines of architecture, engineering, planning, interior design, and landscape architecture specializing in municipal, transportation, commercial, residential, and maritime projects. Their project manager also has 21 years of engineering experience. Notable projects include: • CEI Services on a Continuing Basis for the Design-Build of Traffic Calming Projects Task Order#1 (Doral, Florida) • CEI Services for S.R. 874 from Kendall Drive to 117`h Street (Miami-Dade Expressway Authority) • CEI Services for Okeechobee Road Reconstruction Project Grouping (FDOT District Four) Chen Moore and Associates is a civil/environmental engineering, landscape architecture and construction management consulting firm founded in 1986 and providing related services in Miami-Dade County since 1999. CMA has extensive experience working on neighborhood roadway, water, sewer and drainage projects, including Miami Beach Capital Improvement Projects, Broward County Neighborhood Improvements, and Dania Beach Neighborhood Improvements. Their project manager also has over 28 years of construction experience. Notable projects include: • City Center Right-of-Way Improvements (Miami Beach, FL) • South Pointe III/IV/V Right-of-Way Improvements (Miami Beach, FL) • Lake Patricia Roadway and Drainage Improvements (Miami Lakes, FL) Corzo Caste//a Carballo Thompson Salman, P.A. (C3TS) is a local, multi-disciplined engineering and design firm, with in-house staff that provide a broad array of services such as civil, construction administration, transportation, environmental, structural, electrical and mechanical engineering, as well as planning, architecture, and public information services and has been providing fully integrated engineering and architectural design services throughout South Florida for over 24 years. Their project manager also has over 10 years of experience in the design and construction of civil engineering and site development projects. Notable projects include: • Golden Beach A1A Utility Underground Conversion of Overhead Facilities to Underground (Golden Beach, FL) • Zones 1 & 4 Water Main and Sanitary Sewer Replacement (Key Biscayne, FL) • Belle Meade Drainage Improvements and Stormwater Pump Station Design (Miami, FL) Parson Brinckerhoff, Inc. provides a wide range of CEI, construction management, program management, engineering, planning, architectural and environmental services to serve both the public and private sectors. Founded in 1919 and serving South Florida since 1978, Commission Memorandum-RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 13 Parsons has been providing CEI services for Miami-Dade Expressway (MDX), Miami-Dade County and the Florida Department of Transportation together with working on similar CEI task-order contracts for the City of Miami. Their project manager also has over 27 years of experience having worked as an Inspector, Office Engineer, Project Engineer, Project Manager and a Senior Project Engineer. Notable projects include: • Miami International Airport New Northside Runway (8L-26R) (Miami-Dade County, FL) • 54" & 20" Government Cut Utility Relocation (Miami-Dade County, FL) • S.R. 836 Westbound Auxiliary Lanes and New Bridge (Miami-Dade Expressway Authority) INTERIM CITY MANAGER'S DUE DILIGENCE After considering the review and recommendation of the Evaluation Committee, the Interim City Manager exercised her due diligence and is recommending that the Mayor and the City Commission authorize negotiations with the five (5) top-ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc.; and further authorizing the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations by the administration. See Attachment A for an example of a current CEI agreement. The following is a list of previous CEI projects performed by the recommended firms for the City (Chen Moore and Associates and Parson Brinckerhoff, Inc. are not contracted under the current CEI contract): • Atkins North America, Inc. o Bayshore Neighborhood ROW Improvements o City Center 9A/9C • Bermello Ajamil & Partners, Inc. • Indian Creek ROW Improvements • Ice Rink Mechanical Repairs - Scott Rakow • Corzo Castella Carballo Thompson Salman, P.A. (C3TS) • Feasibility Study for South Pointe Water Feature • Pine Tree Drive over La Gorce Canal Repair • Review of Contractor Claims on South Pointe Phase II Chen Moore and Associates has performed design and construction administration services on the following projects for the City: • 35th Street Bathrooms • City Center • Implementation of Bike Lanes on Alton Road • South Pointe Phase III, IV, and V • Streetscape Improvements at 21St Street between Parks and Collins Avenue • Sunset Island I & II Redesign In regards to previous work performed for the City, both the CIP Office and Public Works Department acknowledged that the recommended firms had performed well in recent years. While there were concerns of Bermello Ajamil & Partners, Inc. performance on the Indian Creek project in 2010, on their more recent project (Ice Rink Mechanical Repairs-Scott Rakow), CIP has been satisfied with their performance. See the past performance surveys received by previous clients of the recommended firms in Attachment B. Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 14 CONCLUSION The Administration recommends that the Mayor and City Commission of the City of Miami Beach, Florida accept the recommendation of the Interim City Manager pertaining to the ranking of proposals pursuant to Request for Qualifications (RFQ) No. 52-11/12, for Professional Construction Engineering and Inspection (CEI) firms to provide various CEI services on an "as needed" basis; authorizing negotiations with the top five ranked firms: Atkins North America, Inc., Bermello Ajamil & Partners, Inc., Chen Moore and Associates, Corzo Castella Carballo Thompson Salman, P.A. (C3TS), and Parson Brinckerhoff, Inc.; and further authorizing the Mayor and City Clerk to execute an agreement upon conclusion of successful negotiations by the administration. KGB/FV/AD TAAGENDA\2013\March 13\RFQ 52-11-12—CEI Services—Memo.doc Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 15 ATTACHMENT A— SAMPLE CEI AGREEMENT PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND FOR CONSTRUCTION ENGINEERING AND INSPECTION (CEI) SERVICES FOR PROJECTS IN WHICH CONSTRUCTION COSTS DO NOT EXCEED $1 MILLION OR FOR STUDY ACTIVITY (IES) WHEN THE FEE FOR SUCH PROFESSIONAL SERVICE(S) DOES NOT EXCEED $50,000 JUNE 2008 Commission Memorandum-RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 16 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1 DEFINITIONS 5 1.1 City 5 1.2 City Commission 5 1.3 City Manager 5 1.4 Proposal Documents 5 1.5 Consultant 5 1.6 City Project Coordinator 6 1.7 Program Manager- Intentionally omitted 6 1.8 Basic Services 6 1.9 The Project 6 1.9.1 The Project Cost 6 1.9.2 The Project Scope 6 1.10 Construction Cost 7 1.10.1 Construction Cost Budget 7 1.10.2 Statement of Probable Construction Cost 7 1.11 Force Majeure 7 1.12 Contractor 7 1.13 Contract Documents 7 1.14 Contract Amendment 8 1.15 Contract for Construction 8 1.16 Additional Services 8 1.17 Work 8 1.18 Services 8 1.19 Schedules 9 1.20 Scope of Services 9 ARTICLE 2. BASIC SERVICES 9 2.1 Administration, Inspection, and Materials Sampling and Testing 9 2.2 Responsibility for Claims and Liabilities 9 2.3 Time 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 14 ARTICLE 4. ADDITIONAL SERVICES 18 ARTICLE 5. REIMBURSABLE EXPENSES 19 ARTICLE 6. COMPENSATION FOR SERVICES 19 ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 21 ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 21 Commission Memorandum—RFQ#52-11-12 for CEI Services on an 'As-Needed"Basis March 13, 2013 Page 17 ARTICLE 9. TERMINATION OF AGREEMENT 21 9.1 Termination for lack of Funds 21 9.2 Termination for Cause 21 9.3 Termination for Convenience 22 9.4 Termination by Consultant 22 9.5 Implementation of Termination 23 9.6 Non-Solicitation 23 ARTICLE 10.INSURANCE 24 ARTICLE 11.INDEMNIFICATION 25 ARTICLE 12.VENUE 25 ARTICLE 13.LIMITATION OF LIABILITY 25 ARTICLE 14.MISCELLANEOUS PROVISIONS 26 ARTICLE 15.NOTICE 29 SCHEDULES: SCHEDULE A CONSULTANT SERVICE ORDER (SCOPE OF SERVICES) 31 SCHEDULE B CONSULTANT COMPENSATION 32 SCHEDULE C HOURLY BILLING RATE SCHEDULE 33 SCHEDULE D PROJECT SCHEDULE 34 SCHEDULE E INSURANCE CHECKLIST 35 Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 18 TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND FOR PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS This Agreement made and entered into this day of , 2008, 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, , a Florida corporation having its principal office at (hereinafter referred to as Consultant). WITNESSETH: WHEREAS, the City undertake(s) various capital projects within the City of Miami Beach, and wishes to engage the Consultant to provide professional services for certain 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" to this Agreement); and I WHEREAS, the Consultant desires to contract with the City for performance of professional services relative to those projects assigned by the City, as specifically described in the Consultant Service Order. 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 and shall serve as the City's representative to whom administrative requests for approvals shall be Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 19 made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. 1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the Request for Qualifications (RFQ) No. 01-07/08 FOR THE ESTABLISHMENT OF A PRE- APPROVED LIST OF PROFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION SERVICES (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES, ON AN AS NEEDED BASIS 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 , a Florida corporation having its principal office at 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 subconsultants retained by Consultant pursuant to this Agreement and the Project shall be subject to prior written approval of the City. 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 Intentionally omitted. 1.8 BASIC SERVICES: "Basic Services" shall include those services, as described in the "Consultant Service Order', issued by the City to the Consultant hereunder, and attached as Exhibit A, hereto. 1.9 PROJECT: The "Project" shall mean the City project, described in the "Consultant Service Order." 1.9.1 PROJECT COST: The "Project Cost", as established by the City, shall mean the total cost of the Project to the City including, without limitation, the Construction Cost, professional compensation, land cost, financing cost, testing services, surveys, and other miscellaneous costs. 1.9.2 PROJECT SCOPE: The "Project Scope" shall mean the description of the Project contained in the "Consultant Service Order" issued to the Consultant by the City (as may be modified by any approved change orders issued subsequently). 1.10 CONSTRUCTION COST: The "Construction Cost" for the Project shall mean Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 20 the sum which is the total cost or estimated cost to the City of all elements of the Project designed or specified by the Consultant and approved by the City, including, at current market rates (with a reasonable allowance for overhead and profit), the cost of labor and materials and any equipment which has been designed, specified, selected or specifically provided for by the Consultant and approved by the City, 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 construction cost for rehabilitation of historic buildings, and not including the compensation of the Consultant and any subconsultants, the cost of land, rights-of-way, surveys, testing, or other reimbursable expenses. For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and accepted from a responsible bidder or proposer for any and all of such Work. 1.10.1 CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean an amount budgeted by the City for Construction Cost, as may be specified in the Project Scope. 1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable Construction Cost" shall mean a forecast of Construction Cost prepared by the Consultant, for the guidance of the City. For Work which bids or proposals have not been let, the Construction Cost shall be the same as the latest Statement of Probable Construction Cost. The City shall have the right to verify the Statement of Probable Construction Cost or detailed cost estimate by the Consultant. 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 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 bidding process shall not be considered a Force Majeure. 1.12 CONTRACTOR / CONTRACTORS: "Contractor" or "Contractors" shall mean those persons or entities responsible for performing Work or providing materials, supplies and equipment identified in a bid and construction documents for the Project. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement and all exhibits and amendments hereto including, without limitation, the Consultant Service Order. As applicable to the Project and the Services hereto, Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 21 Contract Documents may also include the Contract for Construction; Conditions of the Contract (General, Supplementary and other Conditions); Construction Documents; and any addenda issued prior to execution of the Contract for Construction. A Modification is one of the following: (1) written amendment to this Agreement or the Contract for Construction signed by both parties; (2) an approved Change Order; (3) a Construction Change Directive; or (4) a written order for a minor change in the Work issued by the Consultant. 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean a legally binding agreement between the City and Contractor(s). 1.15 CONTRACT AMENDMENT: "Contract Amendment" shall mean the written order to the Contractor approved by the City, as specified in this Agreement, 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. 1.16 ADDITIONAL SERVICES: "Additional Services" shall mean those services described in Article 4 herein, which have been duly authorized in writing by the City Manager prior to commencement of same. 1.17 WORK: "Work" shall mean the work to be performed on the Project by the Contractor, pursuant to the applicable Contract Documents, whether completed or partially completed, and includes labor and materials, equipment, and services provided, or to be provided, by the Contractor to fulfill its obligations. 1.18.1 SERVICES: "Services" shall mean the services to be performed on the specified Project by the Consultant pursuant to this Agreement (and the Consultant Service Order), whether completed, or partially completed, and includes other labor and materials, equipment and services provided, or to be provided, by Consultant to fulfill its obligations herein. 1.19 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement as follows: Schedule A— Consultant Service Order (Scope of Service). Schedule B — Consultant Compensation: The schedule of compensation to the Consultant for Basic Services, and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by the Consultant and approved by Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 22 the City. Schedule C — Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the Consultant as submitted by the Consultant and approved by the City. Schedule D — Project Schedule (if determined applicable by City). Schedule E — Insurance Checklist. 1.20 SCOPE OF SERVICES: "Scope of Services" shall mean the Project Scope as described in the Consultant Service Order issued by the City hereunder (Schedule "A"), together with any Additional Services approved by the City, as described in Articles 2 and 4, respectively herein. ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services, on an "as needed basis," meaning that each firm awarded a contract hereby agrees to be placed on a professional CEI list where the City may call upon them to perform professional services for certain City projects, as assigned by the City, in its sole discretion and judgment. As the need for service arise, firms will be contacted to provide the necessary professional services according to the negotiated scope of work and cost. CEI services will be quoted as a lump sum based on the estimated hours to complete a project. Detailed hourly rates will be negotiated for all personnel classifications for the firms. The Services will be performed by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager, or his designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. The Consultant shall coordinate with subconsultants and other consultants, and conform to all applicable codes and regulations. Consultant, as it relates to the 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, local ordinances and codes (City of Miami Beach and Miami- Dade County), Florida Statutes, administrative rules and regulations (including the regulations of the Florida Department of Transportation [FDOT] and Florida Department of Environmental Protection [FDEP], if applicable), and Federal laws, rules and regulations. The Consultant agrees to comply with all such laws, codes, rules, and regulations now in effect, and 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 reasonably be aware. The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents 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 Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 23 perform such Services. Consultant warrants that it shall be responsible for the technical accuracy of its work and the Services. 2.2 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, its employees, subcontractors, agents and consultants 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 designs, working drawings, specifications or other documents prepared by the Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City and its employees. 2.3 TIME: It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree as follows: 2.3.1 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. 2.3.2 The parties agree that the Consultant's Services during all phases of the Project will be performed in a manner that shall conform to the Consultant Service Order (or the approved Project Schedule, if City determines one is required). The Consultant may submit requests for an adjustment to the time provided for completion of the services in the Consultant Service Order (or the approved Project Schedule, if applicable) made necessary, by undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken by the City to approve the Services or parts of the Services. The City shall not unreasonably refuse to approve such adjustment(s) to the time period(s) provided in the Consultant Service Order (or the approved Project Schedule, if applicable) if the request is made in a timely manner and is fully justified. 2.3.3 In providing the Services described in this Agreement, the Consultant shall use its best efforts to maintain, on behalf of the City, a constructive, professional, cooperative working relationship with the City's Project Coordinator, Contractor(s), and others that have been contracted to perform services and / or work pertaining to the Project. 2.3.4 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 24 2.3.5 Whenever during the term of this Agreement, others are required to verify, review, or consider any work performed by Consultant, including but not limited to the design professionals, Contractors, and other consultants retained by the City, Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as possible under the circumstances, taking into account the time period(s) and requirements of the Consultant Service Order(or the approved Project Schedule, if applicable). 2.3.6 The City shall have the right at any time, and in its sole and absolute discretion, to submit for review to consulting engineers or consulting architects or other consultants, engaged by the City at its own expense for that purpose, any or all parts of the services performed by the Consultant, and the Consultant shall cooperate fully in such review at the City's request. 2.3.7 Consultant agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certification of authorization, or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services. 2.3.8 Consultant agrees to employ and designate in writing, within five (5) calendar days after receiving a signed Consultant Service Order, a qualified professional to serve as the Consultant's project manager (herein after referred to as "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 Services to be provided and performed under this Agreement. 2.3.9 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do so from City, to promptly remove and replace Project Manager, or any other personnel employed or retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request may be made by City with or without stating its cause. 2.3.10 Consultant herein represents to City that it has expertise in the type of professional services that will be performed and pursuant to this Agreement. Consultant agrees that all Services to be provided by Consultant pursuant to this Agreement shall be subject to 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 published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies having jurisdiction over the Project or the Services to be performed by Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 25 Consultant hereunder. In the event of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its best professional judgment to advise City regarding resolution of each such conflict. 2.3.11 Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without City's prior written consent, or unless incident to the proper performance of Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning Services to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. 2.3.12 The City and Consultant acknowledge that the Scope of Services under the Consultant Service Order (attached as Schedule "A" hereto) may not delineate every detail and minor work task required to be performed by Consultant to complete the Project. If, during the course of the performance of the Services contemplated in this Agreement, Consultant determines that work should be performed to complete the Project which is, in the Consultant's opinion, outside the level of effort originally anticipated, whether or not the Scope of Services identifies the work items, Consultant shall notify the Project Coordinator, in writing, in a timely manner, and obtain said Project Coordinator's written consent, before proceeding with the work. The Project Coordinator must comply with Contract Amendment processing requirements as outlined in Article 1.14, prior to issuance of any written authorization to proceed with Additional Services to Consultant. If Consultant proceeds with additional Services without notifying and 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 herein, whether or not specifically addressed in the Scope of Services (Consultant Service Order). Notice to the Project Coordinator does not constitute authorization or approval by the City to perform the work. Performance of work by Consultant outside the originally anticipated level of effort without the prior written consent of the City shall be at Consultant's sole risk. 2.3.13 Consultant shall establish and maintain files of documents, letters, reports, plans, etc. pertinent to the Project. Consultant shall provide City with a copy of applicable Project correspondence for City to file in its filing system. 2.3.14 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and Commission Memorandum—RFQ#52-11-12 for CEI Services on an 'As-Needed"Basis March 13, 2013 Page 26 professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.3.15 In the event Consultant is unable to timely complete the Project because of delays resulting from delays which are caused by factors outside the control of Consultant, Consultant shall provide City with immediate written notice stating the reason for such delay and a revised anticipated schedule of completion. City, upon review of Consultant's submittal and such other documentation as the City may require, may grant a reasonable extension of time for completion of the Project and may provide reasonable compensation, if appropriate. 2.3.16 The Consultant covenants with the City to furnish its Services hereunder properly, in accordance with the standards of its profession and in conformance with applicable construction, building and health codes and other applicable Federal, State and local rules, regulations and laws, of which it should reasonably be aware, throughout the term of this Agreement. City participation in the Project in no way relieves the. Consultant of its professional duties and responsibilities under applicable law and under the Contract Documents. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with respect to the services to be rendered under this Agreement (herein after referred to as Project Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define City policies and decisions with respect to Consultant's Services on this Project. 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 to have the effect, of modifying or changing in any way whatsoever, unless approved by the City Manager and/or City Commission in compliance with Article 1.14 requirements, including but not limited to the following: a) The Consultant Service Order. b) The time the Consultant is obligated to commence and complete all such 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, including previous reports and any other data relative to design or construction of the Project. It Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 27 shall be fully understood that City, in making such reports, site information, and documents available to the Consultant is in no way certifying representing and/or warranting as to the accuracy or completeness of such data, including, but not limited to, any information provided in the City's Request for Qualifications and backup documentation thereto. Any conclusions or assumptions drawn through examination there of shall be the sole responsibility of the Consultant and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. Services required due to inaccurate, incomplete or incorrect information supplied by the City may be undertaken by the Consultant as an Additional Service to this Agreement. Consultant shall notify the Project Coordinator, in writing, in a timely manner and obtain said Project Coordinator's written consent, before proceeding with the work. If Consultant proceeds with the Additional Services without notifying and 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 herein. 3.3 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling services as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on this Project for which Consultant has received payment from the City. 3.4 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 shall give prompt written notice thereof to the Consultant. 3.5 The City shall furnish required information and services and render approvals and decisions in writing as reasonably expeditious as necessary for the orderly progress of the Consultant's Services. No approvals required by the City during the various phases of the Project 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. 3.6 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. 3.6.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated to the City Manager or his designee) in this Agreement. 3.6.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement or Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 28 any interest therein and any subcontracts made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporate Consultant. 3.6.3 All required City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, if an amendment, by the execution of an appropriate amendment to this Agreement. 3.6.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3.6.5 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). 3.7 The City Manager or his designee(s) shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. 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. 3.7.1 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 Consultant's Services. The City Manager, in his administrative 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. 3.7.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3.7.3 The City Manager, or his designee, shall be the sole representative of the City authorized to issue a Consultant Service Order. 3.7.4 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 29 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. 3.7.5 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. ARTICLE 4. ADDITIONAL SERVICES 4.1 Additional Services for Projects under this Agreement will only be performed by the Consultant following receipt of a written authorization by the City Manager or his designee, prior to commencement of same. Such authorization shall contain a description of the Additional Services required; "Not to Exceed" fee with a "Not to Exceed" amount on additional Reimbursable Expenses (if any) and an amended completion date for the Project (if any). "Not to Exceed" shall mean the maximum cumulative fees allowable, which the Consultant shall not exceed without specific written authorization from the City. The "Not to Exceed" amount is not a guaranteed maximum cost for the services requested by the City. 4.2 The term "Additional Services" includes services involving the Consultant or any subconsultants whether previously retained for the Services or not or whether participating as members with Consultant or not, subject to the City's right to previously approve any change in Consultants as set forth in this Agreement. 4.3 Additional Services may consist of the following: 4.3.1 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 set forth in the Agreement. 4.3.2 If determined applicable by the City, preparing documents for Change Orders, or supplemental work, initiated at the City's request and outside the Scope of Services and specified in the Construction Documents after commencement construction. 4.3.3 Providing such other professional services to the City relative to the Project which arises from subsequent circumstances and causes (excluding circumstances and causes resulting from error, inadvertence or omission of the Consultant) which do not currently exist or which are not contemplated by the parties at the time of execution of this Agreement. Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 30 ARTICLE 5. REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional Services and include actual expenditures made by the Consultant in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in excess of $1,000, must be authorized in advance in writing by the City's Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up material reasonably requested by the City, and 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 Expenses subject to reimbursement in accordance with the above procedures may include the following: 5.2.1 Expense of reproduction, postage and handling of drawings, specifications and other documents, excluding reproductions for the office use of the Consultant and sub-consultants. Courier and postage between the Consultant and its sub-consultants are not reimbursable. 5.2.2 Fees for all necessary permits required for the performance of the Work. ARTICLE 6. COMPENSATION FOR SERVICES 6.1 In consideration of the Basic Services to be provided herein, the Consultant shall be compensated the not to exceed, cost reimbursable fee listed in Schedule "B" attached hereto (Consultant Compensation). 6.2 Additional Services authorized in accordance with Article 4 will be compensated. Request for payment of Additional Services shall be included with the monthly Basic Services payment request noted in Article 6.1 above. All Additional Services must be approved by the Project Coordinator, in writing, prior to commencement of same, as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City Project Coordinator. Request for payment of Additional Services shall be included with the monthly Basic Services payment request noted in Article 6.1 above. All Additional Services must be approved by the Project Coordinator, in writing, prior to commencement of same, as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City Project Coordinator. No markup shall be allowed on subcontracted Additional Services. 6.3 Reimbursable Expenses, as defined in Article 5, shall be paid up to the "Not to Exceed" amount noted in Schedule "B". Request for payment of Reimbursable Expenses shall be included with the monthly Basic Services payment request Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 31 noted in Article 6. Proper backup must be submitted with all reimbursable requests. No markup or administrative charges shall be allowed on Reimbursable Expenses. 6.4 No retainage shall be made from the Consultant's compensation. 6.5 Method of Billing and Payment. With respect to all Services, Consultant shall submit billings on a monthly basis in a timely manner. These billings shall identify the nature of the work performed. In the event sub consultant work is accomplished utilizing the lump sum method, the percentage of completion shall be identified. Billings shall also itemize and summarize Reimbursable Expenses by category.. Where written approval of the City is required for Reimbursable Expenses, a copy of said approval shall accompany the billing for such Reimbursable. When requested, Consultant shall provide backup for past and current invoices. 6.6 The City shall pay Consultant within forty-five (45) calendar days from receipt and approved by the City of Consultant's proper statement. ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 7.1 Consultant shall keep such records and accounts and require any and all Consultant and subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries for charges to the Project, and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Consultant's Services for the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for City's disallowance of any fees or expenses based upon such entries. All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes. ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 8.1 Electronic files of all documents, including, but not limited to, tracings, drawings, specifications, investigations and studies completed or partially completed, shall become the property of the City upon completion, termination, or abandonment of the Consultant's Services for the Project. Consultant shall deliver the above documents to the City within thirty (30) days of completion of its services on the Project, or termination of this Agreement, or termination or abandonment of its services on the Project. 8.2 Any other re-use of documents by City, other than for the specific purpose intended, will require the written authorization of Consultant, and if such Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 32 authorization is not obtained, shall be at the City's sole risk and 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 construction of the Project, the Project may be abandoned or terminated, and the City may cancel this Agreement as provided for herein without further liability to the City. 9.2 Termination For Cause: The City may terminate this Agreement for cause in the event that the Consultant (1) violates any provisions of this Agreement or performs same in bad faith or (2) unreasonably delays the performance of the Services or does not perform the Services in a timely and satisfactory manner, upon written notice to the Consultant. In the case of termination by the City for cause, the Consultant shall be first granted a thirty (30) day cure period after receipt of written notice from the City. 9.2.1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another consultant or otherwise. In such event, the Consultant shall be liable to the City for any additional cost incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of such incomplete Services, and the cost of completion of such Services which would have resulted from payments to the Consultant hereunder had the Agreement not been terminated. 9.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 6 herein and the City shall have no further liability for compensation, expenses or fees to the Consultant. 9.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly assemble and submit to the City, as provided herein or as required in the written notice, all documents, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by such termination. 9.2.4 In the event of a termination for cause, no payments to the Consultant shall be made (1) for Services not satisfactorily performed and (2) for assembly of submittal of documents, as provided above. Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 33 9.3 Termination For Convenience: The City, in addition to the rights and options to Terminate for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to Consultant, in writing, fourteen (14) days prior to termination. In the event City terminates Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all Services rendered up to the time of receipt of said written termination notice, and for the assembly and submittal to the City of documents for the Services performed, in accordance with Article 6 herein, and the City shall have no further liability for compensation, expenses or fees to the Consultant, except as set forth in Article 6. 9.4 Termination By Consultant: The Consultant may only terminate this Agreement for cause in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days prior to termination. In that event, payment for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in accordance with Article 6 herein, and the City shall have no further liability for compensation, fees, or expenses to the Consultant. In the case of 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 of the Consultant. 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 under this Agreement on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts except for any that may be authorized, in writing, by the Project Coordinator, prior to their occurrence; (3) terminate all orders and subcontracts to the extent that they relate to the performance of the Services terminated by the Notice of Termination; (4) promptly assemble and submit, as provided herein, all documents for the Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; and (5) complete performance of any Services as shall not have been terminated by the Notice of Termination, and as specifically set forth therein. 9.6 Non Solicitation: The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 34 consideration contingent upon the execution of this Agreement. For breach or violation of this warranty, the City has the right to terminate this Agreement without liability to the Consultant for any reason whatsoever. ARTICLE 10. INSURANCE 10.1 The Consultant shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not commence with work on this Project until satisfactory proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: (a) Professional Liability Insurance in the amount of One Million ($1,000,000.00) Dollars per claim, with a maximum deductible of $150,000 per claim, $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 must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits of the State of Florida. 10.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial modifications in the insurance coverage, to the Project Coordinator. 10.3 The insurance must be furnished by an insurance company rated B+: VI or better, or its equivalent, according to Bests' Guide Rating Book and must additionally be furnished 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 City a Certificate of Insurance or a copy of all insurance policies required above. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that the City shall be given thirty (30) days notice prior to expiration or cancellation of the policy. 10.5 Consultant shall also acknowledge compliance with the insurance requirements set forth herein by execution of the Insurance Checklist, attached as Schedule "E" hereto. Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 35 ARTICLE 11. INDEMNIFICATION 11.1 Consultant herein agrees to indemnify and hold harmless the City, and its officer and employees, from liabilities, damages, losses 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 the Agreement. This Article 11, and Consultant's indemnification contained herein, shall survive the termination and 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 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 amount of the fees for Services agreed upon under the terms of 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 for breach of contract to be limited to a maximum amount of the fee for Services agreed upon under the terms of the Agreement, less the amount of all funds 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 amount of fee 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. Commission Memorandum—RFQ#52-11-12 for CEI Services on an As-Needed"Basis March 13, 2013 Page 36 ARTICLE 14. MISCELLANEOUS PROVISIONS 14.1 Intentionally omitted. 14.2 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, 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. Consultant agrees, if requested, to furnish City with a copy of its Affirmative Action Policy. 14.3 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 bids or leases 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 Section by Consultant shall result in cancellation and may result in Consultant's debarment. 14.4 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 provision, City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 14.5 The Consultant represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the services required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for the performance of the work under this Agreement. Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 37 14.6 The Consultant, its consultants, agents and employees and sub contractors, shall comply with all applicable Federal, State and County laws, the Charter, related laws and ordinances of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies as they relate to the Project and Consultant's performance of the Services. 14.7 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 City. 14.8 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. ARTICLE 15. NOTICE 15.1 All written notices given to City by Consultant shall be addressed to: City Manager's Office c/o Assistant City Manager Timothy Hemstreet City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Office of Public Works c/o City Engineer, Fernando Vazquez 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: Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 38 All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail,return receipt requested. 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. Attest CITY OF MIAMI BEACH CITY CLERK MAYOR CONSULTANT Attest Signature/Secretary Signature/President Print Name Print Name Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 39 SCHEDULE A CONSULTANT SERVICE ORDER PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND Service Order No. TO: DATE: Pursuant to the Agreement between the City of Miami Beach and the above named firm for VARIOUS PROFESSIONAL CERTIFIED ENGINEERING INSPECTION SERVICES ON AN AS-NEEDED BASIS, Dated: You are directed to provide the following: SCOPE OF SERVICES: 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 Upset limit (check one) This Work is: Basic Service Additional Service Reimbursable Expense Allowance: City's Project Coordinator Consultant Print Name Print Name/Title Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 40 SCHEDULE B CONSULTANT COMPENSATION PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH Scope of Services: Project Cost: $ (This price will be negotiated and approved by the City's authorized representative) Reimbursable Expenses: $ Total Lump Sum: $ Commission Memorandum—RFQ#52-11-12 for CEI Services on an "As-Needed"Basis March 13, 2013 Page 41 SCHEDULE C HOURLY BILLING RATE SCHEDULE PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND Senior Project Engineer $ Project Manager $ Contract Support Specialist $ Resident Compliance Specialist $ Senior Inspector $ Inspector/Engineer Intern $ Asphalt Plant Inspector $ Inspector's Aide $ Survey Party Chief $ Environmental Specialist $ Casting Yard Engineer/Manager $ Geotechnical Engineer $ Geotechnical Technician $ Public Information Officer $ Senior ITS Inspector $ ITS Inspector $ ATTEST (Name of Corporation) (Firm/Company Name) (Secretary) (Signature) (Corporate Seal) (Print Name and Title) Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 42 SCHEDULE D PROJECT SCHEDULE PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITE' OF MIAMI BEACH AND Task Description: Calendar Days after Notice to Proceed Days Days Days Days Note: The above durations are calendar days which are include the response time by the City, including Program Manager's response time (it required for the project). Commission Memorandum—RFQ#52-11-12 for CEI Services on an `As-Needed"Basis March 13, 2013 Page 43 SCHEDULE E INSURANCE CHECK LIST XXX 1. Workers' Compensation and Employer's Liability per the statutory limits of the state of Florida. XXX 2. Comprehensive General Liability (occurrence form), limits of liability 1,000,000.00 per occurrence for bodily injury property damage to include Premises/ Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications). XXX3. Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired automobiles included. 4. Excess Liability- $ 00 per occurrence to follow the primary coverages. XXX 5. The City must be named as and additional insured on the liability policies; and it must be stated on the certificate. 6. Other Insurance as indicated: Builders Risk completed value $ . 00 Liquor Liability $ . 00 Fire Legal Liability $ . 00 Protection and Indemnity $ . 00 Employee Dishonesty Bond $ . 00 XXX Professional Liability $1,000,000 .00 XXX 7. Thirty(30) days written cancellation notice required. XXX 8. Best's guide rating B+: VI or better, latest edition. 9 9 , XXX 9. The certificate must state the Quote number and title We understand the Insurance Requirements under this contract, and that evidence of this insurance is required before any work is performed for the City of Miami Beach. 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