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Atkins North America, Inc. Agreement i 'a7f7 5 / AGREEMENT BETWEEN CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR PROFESSIONAL ENGINEERING SERVICES ON AN "AS-NEEDED BASIS", TO PROVIDE CONSTRUCTION MANAGEMENT SUPPORT FOR RIGHT-OF-WAY CAPITAL IMPROVEMENT PROJECTS Resolution No. 2012-27979 CITY APPROVED ROTATIONAL CONSULTANT FORM(MAY 2012) TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1. DEFINITIONS 3 ARTICLE 2. BASIC SERVICES 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 16 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 18 ARTICLE 5. ADDITIONAL SERVICES 19 ARTICLE 6. REIMBURSABLE EXPENSES 20 ARTICLE 7. COMPENSATION FOR SERVICES 20 ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 22 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 22 ARTICLE 10. TERMINATION OF AGREEMENT 23 ARTICLE 11. INSURANCE 25 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 26 ARTICLE 13. ERRORS AND OMISSIONS 26 ARTICLE 14. LIMITATION OF LIABILITY 27 ARTICLE 15. NOTICE 27 ARTICLE 16. MISCELLANEOUS PROVISIONS 28 SCHEDULES: NOTE TO AGREEMENT SCHEDULES 33 SCHEDULE A - SCOPE OF SERVICES 34 SCHEDULE A-1 - CONSULTANT SERVICE ORDER 36 SCHEDULE B CONSULTANT COMPENSATION 37 SCHEDULE C - CONSULTANT HOURLY BILLING RATE 38 SCHEDULE D - INSURANCE AND SWORN AFFIDAVITS 39 SCHEDULE E - BEST VALUE AMENDMENT 40 2 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR PROFESSIONAL ENGINEERING SERVICES ON AN "AS-NEEDED BASIS", TO PROVIDE CONSTRUCTION MANAGEMENT SUPPORT FOR RIGHT-OF-WAY CAPITAL IMPROVEMENT PROJECTS This Agreement made and entered into this Okay of 2013 (Effective Date), by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, (hereinafter referred to as City), and Atkins North America, Inc. a Florida corporation having an office at 2001 NW 107th Avenue, Miami, FI 33172-2507 (hereinafter referred to as Consultant). WITNESSETH: WHEREAS, the City intends to undertake various capital projects within the City of Miami Beach, and wishes to engage the Consultant to provide certain professional services as same are described and set forth in Schedule "A" hereto, for 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-1" attached hereto), at the agreed fees set forth in this Agreement; and WHEREAS, the Consultant desires to contract with the City for performance of those certain professional services relative to those projects assigned by the City, pursuant to a Consultant Service Order. NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY (OR OWNER): The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the 3 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) City. 1.3 CITY MANAGER:. The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized representatives designated in writing (including the Project Coordinator) with respect to any specific matter(s) concerning the Services and/or this Agreement (exclusive of those authorizations reserved to the City Commission or regulatory or administrative bodies having jurisdiction over any matter(s) related to the Project, the Services, and/or this Agreement). 1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean Request for Qualifications No. 38-11/12, entitled "Professional Engineering Services On An "As-Needed Basis" to provide Construction Management Support for Right-Of-Way Capital Improvement Projects" issued by the City in contemplation of this Agreement, together with all amendments thereto (if any), (the RFQ), and the Consultant's proposal in response thereto (Proposal), which is incorporated by reference to this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the Agreement shall prevail. 1.5 CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall mean the architect/engineer who has entered into a contract with the City to provide the Services described under this Agreement. When the term "Consultant" is used in this Agreement it shall also be deemed to include any officers, employees, sub-consultants, agents, and any other person or entity acting under the supervision, direction, or control of Consultant. Any sub-consultants retained by Consultant for a Project shall be subject to the prior written approval of the City Manager. Consultant shall provide the Project Coordinator with copies of the contract between Consultant and any sub- consultants. Any such contracts shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub-consultants. Any approval of a sub-consultant by the City shall not, in any way, shift the responsibility for the quality and acceptability by the City of the services performed by the sub-consultant, from the Consultant to City. Payment of sub-consultants shall be the responsibility of the Consultant, and shall not be cause for any increase in compensation to the Consultant for payment of the Services. The quality of services and acceptability to the City of the services performed by such sub-consultants shall be the sole responsibility of Consultant. 1.6 PROJECT COORDINATOR: The "Project Coordinator' shall mean the individual designated in writing by the City Manager who shall be the City's authorized representative to coordinate, direct, 4 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) and review (on behalf of the City) all matters related to a Project. 1.7 [Intentionally Omitted] 1.8 BASIC SERVICES: "Basic Services" shall include those services which Consultant shall perform in accordance with the terms of the Agreement (and as required to complete a Project), as further described in Article 2 and Schedule "A" hereto. In addition, any Services not specifically addressed as Additional Services (as defined herein) shall be considered Basic Services. 1.9 PROJECT: The "Project' shall mean that certain City capital project that has been approved by the City Commission and is described in the Consultant Service Order. 1.9.1 Project Cost: The "Project Cost', shall mean the estimated total cost of the Project, as prepared and established by the City, including the estimated Construction Cost and Soft Costs. The Project Cost may, from time to time, be revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. 1.9.2 Project Scope: The "Project Scope" shall mean the description of the Project, contained in the Consultant Service Order (and as same may be modified by any approved change orders). 1.10 CONSTRUCTION COST: The "Construction Cost' shall mean the sum which is the actual total cost to the City of the Work, as established in the Consultant Service Order (and as same may be modified by any approved Change Order), and which may include a contingency allowance. 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 responsive and responsible bidder or proposer for such Work. 1.10.1 Construction Cost Budget:The "Construction Cost Budget' shall mean the amount budgeted by the City for the Construction Cost, as shall be set forth in the Consultant Service Order. 1.10.2 Statement Of Probable Construction Cost: The "Statement of Probable Construction Cost' shall mean the latest approved written estimate of Construction Cost submitted by Consultant to the City, in a format approved by the Project Coordinator. The cost estimate shall comply with the guidelines (including accuracy) as defined by the Association for 5 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) the Advancement of Cost Engineering, formerly, American Association of Cost Engineering (AACE) and the American National Standards Institute (ANSI). For Work which bids or proposals have not been let, the Statement of Probable Construction Cost shall be the same as the Construction Cost. 1.11 FORCE MAJEURE: Force Majeure shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations enacted after the date of this Agreement ; or other causes beyond the parties' control which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of the parties under this Agreement and which, by the exercise of due diligence, such parties shall not have been able to avoid; provided, however, that inclement weather (except as noted above), the acts or omissions of sub-consultants/sub-contractors, market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the construction process SHALL NOT be considered a Force Majeure. If the Consultant is delayed in performing any obligation under this Agreement due to a force majeure, the Consultant shall request a time extension from the Project Coordinator within five (5) business days of said force majeure. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Consultant for extra compensation, unless additional services are required, and approved pursuant to Article 5 hereof. 1.12 CONTRACTOR: "Contractor' shall mean the individual or individuals, firm, company, corporation, joint venture, or other entity contracting with City for performance of the Work covered in the Contract Documents. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, and written amendments issued thereto), the Consultant Service Order issued to Consultant by the City for a Project, and the documents prepared by Consultant in accordance with the requirements stipulated in such Consultant Service Order. The Contract Documents may also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the Invitation to Bid (ITB), instructions to bidders, bid form, bid bond, the Contract for Construction, surety payment and performance bonds, conditions of the Contract for Construction [General, Supplementary, and other Conditions], Divisions 0-17, Construction Documents, approved 6 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) I change order(s), approved construction change directive(s), and/or approved written order(s) for a minor change in the Work. 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding agreement between City and Contractor for performance of the Work covered in the Contract Documents. 1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans, technical specifications, drawings, documents, and diagrams prepared by the Consultant, which show the locations, characters, dimensions and details of the Work to be done, and which are part of the Contract Documents. 1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between City and Consultant, covering changes, additions, or reductions in the terms of this Agreement including, without limitation, an adjustment in the fee and/or completion dates. Contract Amendments shall be approved by the City Commission if they exceed twenty-five thousand dollars ($25,000.00) or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services, which the Consultant shall perform, at the City's option, and which have been duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. 1.18 WORK: "Work" shall mean all labor, materials, tools, equipment, services, methods, procedures, etc. necessary or convenient to performance by Contractor of all duties and obligations proposed by the Contract for Construction. 1.19 SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed pursuant to or undertaken under this Agreement. When the term "Services" is used in this Agreement, it shall also be deemed to refer to the particular work, services, and/or tasks assigned to Consultant pursuant to the City's issuance of a Consultant Service Order. CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 1.20 SOFT COSTS: "Soft Costs" shall mean costs related to a Project other than Construction Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys, testing, general consultant, financing, and permitting fees, etc. 1.21 BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents recommended by the Consultant (and approved by the City) as being within the Construction Cost Budget. "Base Bid" shall not include Additive Alternates or Deductive Alternates. 1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services, and any Additional Services (as approved by the City), all as described in Schedule "A" hereto. It shall also be deemed to refer to the particular work, services, and/or tasks assigned to Consultant pursuant to the City's issuance of a Consultant Service Order. 1.23 CONSULTANT SERVICE ORDER: "Consultant Service Order" shall mean the work, services and/or tasks assigned by the City to Consultant (and issued pursuant to the notice, in substantial form, attached as in Schedule "A-1" hereto), and specifically describing and delineating the particular Services (Basic and otherwise) which will be required of Consultant for the Project that is the subject of such Order. 1.24 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A — Scope of Services. Schedule A-1 — Consultant Service Order. Schedule B — Consultant Compensation. Schedule C — Consultant Hourly Billing Rate Schedule. Schedule D — Insurance Requirements and Sworn Affidavits Schedule E — Best Value Amendment 8 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services under this Agreement, as set forth in Schedule "A" hereto, and as may also be more specifically described in the Consultant Service Order. 2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or his/her designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. 2.3 As it relates to the Services and a Project, Consultant warrants and represents to City that it is knowledgeable of Federal, State, and local laws codes, rules and regulations applicable in the jurisdiction(s) in which the Project is located, including, without limitation, applicable Florida Statutes, and State of Florida codes, rules and regulations, and local (City of Miami Beach and Miami-Dade County) ordinances, codes, and rules and regulations (collectively, "Applicable Laws"). As they relate to the Services and to the Project, the Consultant agrees to comply with all such Applicable Laws, whether now in effect or as may amended or adopted from time to time, and shall further take into account all known pending changes to the foregoing of which it should reasonably be aware. Recognizing that the construction of other projects within the City may affect scheduling of the construction for a Project, the Consultant shall diligently coordinate performance of the Services with the City (through the Project Coordinator) in order to provide for the safe, expeditious, economical and efficient completion of the Project, without negatively impacting concurrent work by others. The Consultant shall coordinate the Services with all of its sub-consultants, as well as other consultants, including, without limitation, City provided consultants (if any). 2.4 The Consultant warrants and represents to City that all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida. Consultant warrants and represents to the City that it is experienced, fully qualified, and properly licensed (pursuant to Applicable Laws) to perform the Services. Consultant warrants and represents to City that it is responsible for the technical accuracy of the Services. 2.5 The Consultant's Basic Services to be provided under this Agreement shall (at a minimum) consist of, but not be limited to, the following: • The Consultant shall provide a variety of management services including, but not limited to: pre-planning, programming, design management, design review, procurement 9 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) I support, construction management, commissioning, and post-construction support in cooperation with the City staff, other City departments, architect-engineers and other design professionals, and Contractors. Professional design services are not part of this Agreement. All work shall be performed based on firm, fixed price as shall be specified in the Consultant Service Orders issued to Consultant. • Consultant will be encouraged to provide staff certified as construction managers by the Construction Manager Certification Institute sponsored by the Construction Management Association of America (CMAA). • The tasks to be performed shall include, but are not limited to, the tasks described below. Tasks to be performed under a specific Consultant Service Order may vary from those below and will be determined by the City on a project by project (or task by task) basis. Consultant should not assume, therefore, that each and every task will ultimately be required for every task order: • Task 1 — Engineering Management; • Task 2 — Project Management; • Task 3 —General Administration of the Construction Phase; • Task 4— Project Operations Services; and • Task 5 — Subcontracted Expert Services, Liaison Services and Other Direct Costs. Notwithstanding this Section 2.5, the Consultant Service Order issued by the City to Consultant shall specifically delineate and describe the Services to be provided by Consultant for the particular Project (that is the subject of such Order). 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and/or approvals issued by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant (or of any of its officers, employees, sub-consultants, agents, and/or servants), for the accuracy and competency of its/their designs, working drawings, plans, technical specifications, or other technical documents, nor shall such approval and/or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, plans, technical specifications, or other technical documents; provided, however, that the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City pursuant to this Agreement. 2.7 TIME: It is understood that time is of the essence in the completion of a Project and, in this 10 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) i respect, the parties agree as follows: 2.7.1 Term: The term of this Agreement shall commence upon execution by the parties which shall be the Effective Date referred on page 1 hereof, and shall be in effect for three (3) years plus two (2), one (1) year renewal options to be exercised at the sole discretion of the City Manager or until the work and/or services under each Consultant Service Order issued to Consultant have been completed. Notwithstanding the preceding Term, Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the Consultant Service Order issued for a particular Project. 2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement, and the orderly progress of the Work. 2.7.3 The Services will be performed in a manner that shall conform to the Consultant Service Order. The Consultant may submit requests for an adjustment to the Consultant Service Order completion time, if made necessary because of undue delays resulting from untimely review taken by the City (or other governmental authorities having jurisdiction over the Project) to approve the Consultant's submissions, or any other portion of the Services requiring approval by the City (or other governmental authorities having jurisdiction over the Project). Consultant shall immediately provide the Project Coordinator with written notice stating the reason for the particular delay; the requested adjustment (i.e. extension) to the Project Schedule; and a revised anticipated schedule of completion. Upon receipt and review of Consultant's request (and such other documentation as the Project Coordinator may require), the Project Coordinator may grant a reasonable extension of time for completion of the particular work involved, and authorize that the appropriate adjustment be made to the Project Schedule. The Project Coordinator's approval (if granted) shall be in writing. 2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate the Agreement, as provided elsewhere herein. 2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative working relationship with the Project Coordinator, Contractor, and any and all other individuals and/or firms that have been contracted, or otherwise retained, to perform work on a Project. 2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant Service 11 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) Order, in a competent, timely and professional manner, and shall be responsible to the City for any failure in its performance, except to the extent that acts or omissions by the City make such performance impossible. The Consultant is responsible for the professional quality, technical accuracy, completeness, performance and coordination of all Services required under the Agreement and, under any Consultant Service Order issued to the Consultant by the City (including the Services performed by sub-consultants), within the specified time period and specified cost. The Consultant shall perform the Services utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient consulting with respect to the disciplines required for the performance of the Services in the State of Florida. The Consultant is responsible for, and shall represent to City that its work conforms to the City's requirements, as set forth in the Agreement and in any particular Consultant Service Order issued to Consultant by the City. The Consultant shall be and remain liable to the City for all damages to the City caused by the Consultant's negligent acts or errors or omissions in the performance of the work. In addition to all other rights and remedies, which the City may have, the Consultant shall, at its expense, re-perform all or any portion of the Services to correct any deficiencies which result from the Consultant's failure to perform in accordance with the above standards. Neither the City's inspection, review, approval or acceptance of, nor payment for, any of the Services required under the Agreement shall be construed to relieve the Consultant (or any sub-consultant) of its obligations and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or of any cause of action arising out of the performance of the Agreement. The Consultant and its sub-consultants shall be and remain liable to the City in accordance with Applicable Laws for all damages to City caused by any failure of the Consultant or its sub-consultants to comply with the terms and conditions of the Agreement or by the Consultant or any sub-consultants' misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. With respect to the performance of Services by sub-consultants, the Consultant shall, in approving and accepting such Services, ensure the professional quality, completeness, and coordination of the sub-consultant's Services. 2.9.1 Consultant Performance Evaluation: The Consultant is advised that performance evaluation(s) of the work and/or services rendered throughout this Agreement will be completed by the City and kept in the City's files for evaluation of future solicitations. 2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for review to other consultants (engaged by the City at its expense) any or all parts of the Services and the Consultant shall fully cooperate in such review(s). Whenever others are required to verify, review, 12 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) or consider any Services performed by Consultant (including, without limitation, contractors, other design professionals, and/or other consultants retained by the City), the intent of such requirement is to enable the Consultant to receive input from others' professional expertise to identify any discrepancies, errors or omissions that are inconsistent with industry standards for design or construction of comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by the City under this Agreement. Consultant will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified by other reviewers in accordance with this subsection. Consultant shall receive comments from reviewers, in writing, including, without limitation (and where applicable), via a set of marked-up drawings and specifications. Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be defined to mean as soon as possible under the circumstances, taking into account the timelines of the Project Schedule. 2.11 [Intentionally Omitted] 2.12 Consultant agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and/or perform such Service(s), it shall employ and/or retain only qualified duly licensed certified personnel to provide same. 2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a fully executed Consultant Service Order, a qualified licensed professional to serve as its project manager (hereinafter referred to as the "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of the Services. Consultant's Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his designee (who in this case shall be the Project Coordinator). Replacement (including reassignment) of an approved Project Manager shall not be made without the prior written approval of the City Manager or his/her designee (i.e. the Project Coordinator). 2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or his/her designee (which notice shall state the cause therefore), to promptly remove and replace a Project Manager, or any other personnel employed or otherwise retained by Consultant for the Project ( including, without limitation, any sub-consultants). 2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any non- public information concerning the Services or the Project, without the prior written consent of the City 13 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) Manager or his designee (who shall be the Project Coordinator), unless such disclosure is incident to the proper performance of the Services; or the disclosure is required pursuant to Florida Public Records laws; or, in the course of judicial proceedings, where such information has been properly subpoenaed. Consultant shall also require its employees and sub-consultants to comply with this subsection. 2.15 The City and Consultant acknowledge that the Services, as described in this Agreement and in Schedule "A" hereto, do not delineate every detail and minor work task required to be performed by Consultant to complete the work and/or services described and delineated under a Consultant Service Order issued to Consultant by the City for a particular Project. If, during the course of performing work, services and/or tasks on a particular Consultant Service Order, Consultant determines that work and/or services should be performed (to complete the Project delineated under such Order which is, in the Consultant's reasonable opinion), outside the level of effort originally anticipated in the Consultant Service Order (issued for the particular Project), then Consultant shall promptly notify the Project Coordinator, in writing, and must obtain the Project Coordinator's written consent before proceeding with such work and/or services. If Consultant proceeds with any such additional work and/or services without obtaining the prior written consent of the Project Coordinator, said work and/or services shall be deemed to be a Basic Service under this Agreement and shall also be deemed to be within the scope of services delineated in the Consultant Service Order (whether or not specifically addressed in such scope of services). Mere notice by Consultant to the Project Coordinator shall not constitute authorization or approval by the City to perform such work and/or services. Performance of any such work and/or services by Consultant without the prior written consent of the Project Coordinator shall be undertaken at Consultant's sole risk and liability. 2.16 Consultant shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and/or records. In addition, Consultant shall provide electronic document files to the City upon completion of the Project. 2.17 The City's participation in the design and construction of the Project shall in no way be deemed to relieve the Consultant of its professional duties and responsibilities under the Contract Documents or under Applicable Laws. 2.18 GREEN BUILDING STANDARDS: The Consultant shall comply with the requirements of Section 255.2575, Florida Statutes, and Chapter 14 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 100 of the City Code, as both may be amended from time to time, addressing applicable Leadership in Energy and Environmental Design (LEED) compliance requirements. 2.19 SUB-CONSULTANTS:All services provided by sub-consultants shall be consistent with those commitments made by the Consultant in its Proposal and during the competitive solicitation selection process and interview. Such services shall be undertaken and performed pursuant to appropriate written agreements between the Consultant and the sub-consultants, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and the sub-consultants. The Consultant shall not retain, add, or replace any sub-consultant without the prior written approval of the City Manager or his/her designee, in response to a written request from the Consultant stating the reasons for any proposed substitution. Any approval of a sub-consultant by the City shall not in any way shift the responsibility for the quality and acceptability by the City of the services performed by the sub-consultant from the Consultant to the City. The quality of services and acceptability to the City of the services performed by sub-consultants shall be the sole responsibility of Consultant. The Consultant shall cause the names of sub-consultants responsible for significant portions of the Services to be inserted on the plans and specifications. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's authorized representative to coordinate, direct, and review all matters related to this Agreement and the Project during the design and construction of same (except unless otherwise expressly provided in this Agreement or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to transmit instructions, receive information, and interpret and define City policies and decisions with respect to the Services and the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the affect (or be interpreted as having the effect) of modifying or changing, (in any way) the following: a) the Services described in this Agreement; b) the Term of this Agreement; or c) the amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall make available to Consultant all information that the City has in its possession pertinent to the Project. Consultant hereby agrees and acknowledges that, in making any such 15 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) information available to Consultant, the City makes no express or implied certification, warranty, and/or representation as to the accuracy or completeness of such information. The Consultant understands, and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems necessary all information furnished by the City, and that it is solely responsible for the accuracy and applicability of all such information used by Consultant. Such verification shall include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the reliability of the information. 3.3 [Intentionally Omitted] 3.4 At any time, in his/her sole discretion, the City Manager may furnish accounting, and insurance counseling services for the Project (including, without limitation, auditing services to verify the Consultant's applications for payment, or to ascertain that Consultant has properly remitted payment due to its sub-consultants or vendors). 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or non- conformance with the Contract Documents, the City, through the Project Coordinator, shall give prompt written notice thereof to the Consultant. 3.6 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity, shall render any administrative approvals and decisions required under this Agreement, in writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No City administrative (proprietary) approvals and/or decisions required under this Agreement shall be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have the right to approve or reject any such requests for any reasonable basis. I 3.7 . The City Commission shall be the final authority to do or to approve the following actions or conduct, by passage of an enabling resolution or amendment to this Agreement: 3.7.1 Except where otherwise expressly noted in the Agreement or the Contract Documents, the City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any 16 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) assignment, of this Agreement. 3.7.3 Upon written request from Consultant, the City Commission shall hear appeals from administrative decisions of the City Manager or the Project Coordinator. In such cases, the Commission's decision shall be final and binding upon all parties. 3.7.4 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve as the City's primary representative to whom administrative (proprietary) requests for decisions and approvals required hereunder by the City shall be made. Except where otherwise expressly noted in this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations which may include, without limitation, proprietary review, approval, or comment upon the schedules, plans, reports, estimates, contracts, and other documents submitted to the City by Consultant. 3.8.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any sub-consultants (and any replacements). 3.8.2 The City Manager shall decide, and render administrative (proprietary) decisions on matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement. In his/her discretion, the City Manager may also consult with the City Commission on such matters. 3.8.3 At the request of Consultant, the City Manager shall be authorized, but not required, to reallocate monies already budgeted toward payment of the Consultant; provided, however, that the Consultant's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be in its sole and reasonable discretion. 3.8.4 [Intentionally Omitted] 3.8.5 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended); provided that no such amendments 17 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) increase any of the budgets established by this Agreement. 3.8.6 The City Manager may, in his/her sole discretion, form a committee or committees, or inquire of, or consult with, persons for the purpose of receiving advice and recommendations relating to the exercise of the City's powers, duties, and responsibilities under this Agreement or the Contract Documents. 3.8.7 The City Manager shall be the City Commission's authorized representative with regard to acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 4.1 [Intentionally Omitted] 4.2 Consultant shall certify and warrant to the City all estimates of Construction Cost prepared by Consultant. II warrant and represent to the City that its review and evaluation of the 4.3 Consultant shall p y Construction Cost Budget, Statement of Probable Construction Cost, and any other cost estimates prepared (or otherwise provided) by Consultant for the Project, represent Consultant's best judgment as an experienced design professional familiar with the construction industry; provided, however, that Consultant cannot (and does not) guarantee that bids or negotiated prices will not vary from any estimates of Construction Cost or other cost evaluation(s) prepared (or otherwise provided) by Consultant. 4.4 [Intentionally Omitted] 4.5 [Intentionally Omitted] ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services shall only be performed by Consultant following receipt of written authorization by the Project Coordinator (which authorization must be obtained prior to 18 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) commencement of any such additional work by Consultant). The written authorization shall contain a description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule "C" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant shall not exceed without further written authorization of the Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable through time sheets (and, for Reimbursables, expense reviews). 5.2 Additional Services may include, but not be limited to, the following: 5.2.1 Providing additional work relative to the Project which arises from subsequent circumstances and causes which do not currently exist, or which are not contemplated by the parties at the time of execution of this Agreement (excluding circumstances and causes resulting from error, omission, inadvertence, or negligence of Consultant). 5.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error omission, inadvertence, or negligence of Consultant. 5.2.3 [Intentionally Omitted] 5.2.4 Assistance in connection with bid protests, re-bidding, or re-negotiating contracts. ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are an allowance set aside by the City and shall include actual expenditures made by the Consultant in the interest of the Project. Notwithstanding the preceding, any Reimbursable Expenses in excess of $500 must be authorized, in advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the 19 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) Project Coordinator (along with any supporting receipts and other back-up material requested by the Project Coordinator). Consultant shall certify as to each such invoice and/or voucher that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement." 6.2 Reimbursable Expenses may include, but not be limited to, the following: 6.2.1 Cost of reproduction, courier, and postage and handling of drawings, plans, specifications, and other Project documents (excluding reproductions for the office use of the Consultant and its sub-consultants, and courier, postage and handling costs between the Consultant and its sub-consultants). 6.2.2 Costs for reproduction and preparation of graphics for community workshops. 6.2.3 Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over the Project (i.e. City permit fees). ARTICLE 7. COMPENSATION FOR SERVICES 7.1 Consultant's "Lump Sum" or "Not to Exceed" fee for provision of the Services, or portions thereof, as may be set forth and described in the Consultant Service Order issued for a particular Project, shall be negotiated between City and Consultant, and shall be set forth in such Consultant Service Order. 7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the Project Coordinator. Payments shall be made in proportion to the Services satisfactorily performed, so that the payments for Services never exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted with each invoice). No mark- up shall be allowed on subcontracted work. 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be included with a Consultant payment request. No mark-up shall be allowed on Additional Services (whether sub-contracted or not). 7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto. Any 20 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) request for payment of Reimbursable Expenses shall also be included with Consultant's payment request. No mark-up shall be allowed on Reimbursable Expenses. 7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive approved and executed by the City Manager, adjust the fees included in the Hourly Billing Rate Schedule in Schedule "C" hereto, to reflect the change in the Consumer Price Index (CPI) on a year to year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban area, provided that in no event shall any the annual increase exceed three percent (3%). 7.6 No retainage shall be made from the Consultant's compensation on account of sums withheld by the City on payments to Contractor. 7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the work performed; the total hours of work performed by employee category; and the respective hourly billing rate associated therewith. In the event sub-consultant work is used, the percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional Services and/or Reimbursable Expenses. A copy of the written approval of the Project Coordinator for the requested Additional Service(s) or Reimbursable Expense(s) shall accompany the invoice. 7.7.1 If requested, Consultant shall provide back-up for past and current invoices that records hours for all work (by employee category), and cost itemizations for Reimbursable Expenses (by category). 7.7.2 The City shall pay Consultant within forty-five (45) calendar days from receipt and approval of an acceptable invoice by the Project Coordinator. 7.7.3 Upon completion of the Services, Consultant's final payment shall require the prior written approval of the City Manager before disbursement of same. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS All books, records (whether financial or otherwise), correspondence, technical documents, and any other records or documents related to the Services and/or Project will be available for examination and audit by the City Manager, or his/her authorized representatives, at Consultant's office (at the address 21 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) designated in Article 15 ["Notices"]), during customary business hours upon reasonable prior written notice. All such records shall be kept at least for a period of three (3) years after Consultant's completion of the Services. Incomplete or incorrect entries in such records and accounts relating personnel services and expenses may be grounds for City's disallowance of any fees or expenses n shall also bind its sub-consultants to the ased upon such entrees. Consultant requirements of this s a q Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in paper or other hard copy medium or in electronic medium, except with respect to copyrighted standard details and designs owned by the Consultant or owned by a third party and licensed to the Consultant for use and reproduction, shall become the property of the City. Consultant shall deliver all such documents'to the Project Coordinator within thirty (30) days of completion of the Services (or within thirty (30) days of expiration or earlier termination of this Agreement as the case may be). However, the City may grant an exclusive license of the copyright to the Consultant for reusing and reproducing copyrighted materials or portions thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant shall not disclose, release, or make available any document to any third party without prior written approval from the City Manager. The Consultant shall warrant to the City that it has been granted a license to use and reproduce any standard details and designs owned by a third party and used or reproduced by the Consultant in the performance of this Agreement. Nothing contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes. 9.2 The Consultant is permitted to reproduce copyrighted material described above subject to prior written approval of the City Manager. 9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to adapt copyrighted material for additional or other work for the City; however, payment to the Consultant for such adaptations will be limited to an amount not greater than 50% of the original fee earned to adapt the original copyrighted material to a new site. 22 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 9.4 The City shall have the right to modify the Project or any components thereof without permission from the Consultant or without any additional compensation to the Consultant. The Consultant shall be released from any liability resulting from such modification. 9.5 The Consultant shall bind all sub-consultants to the Agreement requirements for re-use of plans and specifications. ARTICLE 10. TERMINATION'OF AGREEMENT 10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City. 10.2 TERMINATION FOR CAUSE: The City, through the .City Manager, may terminate this Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1) violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial written notice of default from the City). 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Consultant shall be liable to the City for any additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay Consultant for those Services satisfactorily performed and accepted prior to the date of termination (as such date is set forth in, or can be calculated from, the City's initial written default notice). Upon payment of any amount which may be due to Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to Consultant. 23 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 10.2.3 As a condition precedent to release of any payment which may be due to Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver to the Project Coordinator any and all Project documents prepared (or caused to be prepared) by Consultant(including, without limitation, those referenced in subsection 9.1 hereof). The City shall not be responsible for any cost incurred by Consultant for assembly, copy, and/or delivery of Project documents pursuant to this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the City through the City Manager, may also terminate this Agreement, upon fourteen (14) days prior written notice to Consultant, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be in the best interest of the City. In the event the City terminates the Agreement for convenience, Consultant shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), and for Consultant's costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 10.2.3 above). Upon payment of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall have no further liability to Consultant. 10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment of the Services or any portion thereof. In the event of a termination for cause by Consultant, the City shall pay Consultant for any Services satisfactorily performed and accepted up to the date of termination; provided, however, that the City shall first be granted a thirty (30) day cure period (commencing upon receipt of Consultant's initial written notice). 10.4.1 The Consultant shall have no right to terminate this Agreement for convenience. 10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause or for convenience), the Consultant shall immediately, upon receipt of the City's written notice of termination: (1) stop the performance of Services; (2) place no further orders or issue any other subcontracts, except for those which may have already been approved, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project documents (for delivery to the Project Coordinator). 24 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) ARTICLE 11. INSURANCE 11.1 At all times during the Term of this Agreement, Consultant shall maintain the following required insurance coverage in full force and effect. The Consultant shall not commence any work until satisfactory proof of all required insurance coverage has been furnished to the Project Coordinator: (a) Professional Liability Insurance, in the amount of one million dollars ($1,000,000.00), per claim, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. Consultant shall notify the Project Coordinator, in writing, within thirty (30) days of any claims filed or made against its Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of one million dollars ($1,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each occurrence, which shall include products, completed operations, and contractual liability coverage. The City of Miami Beach, Florida must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits required under Florida law. 11.2 The Consultant must give the Project Coordinator at least thirty (30) days prior written notice of cancellation or of substantial modifications in any required insurance coverage. All certificates and endorsements shall contain this requirement. 11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized to do business in the State of Florida, and countersigned by the company's Florida resident agent. 11.4 Consultant shall provide the Project Coordinator with a certificate of insurance of all required insurance policies. The City reserves the right to require a certified copy of such policies, upon written request to Consultant. 25 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 Pursuant to Section 725.08, Florida Statutes, the Consultant shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of this Agreement and/or in the performance of any Consultant Service Order issued by the City to Consultant pursuant to this Agreement. The Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. Consultant expressly understands and agrees that any insurance protection required by this Agreement (or otherwise provided by Consultant) shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant (including, without limitation its sub-consultants and/or any registered professionals (architects and/or engineers) under this Agreement). ARTICLE 13. ERRORS AND OMISSIONS 13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes categorized by the City as caused by an error, an omission, or any combination thereof in the Contract Documents that were prepared by the Consultant will constitute an additional cost to the City that would not have been incurred without the error. The damages to the City for errors, omissions or any combinations thereof shall be calculated as the total cost of any damages or incremental costs to the City resulting out of the errors or omissions by the Consultant. 26 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) Damages shall include delay damages caused by the error, omission, or any combination thereof. Should the Consultant disagree that all or part of such damages are the result of errors, omissions, or any combination thereof, the Consultant may appeal this determination, in writing, to the City's Capital Improvement Projects Director (the Director). The Director's decision on all claims, questions and disputes shall be final, conclusive and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. In the event that the Consultant does not agree with the decision of the Director, the Consultant shall present any such objections, in writing, to the City Manager. The Director and the Consultant shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction after the above administrative remedies have been exhausted. ARTICLE 14. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds $10,000, less any amount(s) actually paid to Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with Consultant's recovery from the City for any damages for action for breach of contract to be limited to $10,000, less any amount(s) actually paid by the City to the Consultant hereunder. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement, in an amount in excess $10,000, which amount shall be reduced by any amount(s) actually paid by the City to Consultant hereunder. Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida Statutes. 27 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) ARTICLE 15. NOTICE All written notices given to City by Consultant shall be addressed to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Jorge Gomez, Assistant City Manager With a copy to: Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fernando Vazquez, P.E. CIP Director All written notices given to the Consultant from the City shall be addressed to: Atkins North America, Inc 2001 NW 107th Avenue Miami, FI 33172-2507 Attn: David J. Carter, CCM, Senior Vice President All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR 28 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) I I ARISING OUT OF, THIS AGREEMENT. 16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bid on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. For violation of this subsection by Consultant, City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of Consultant 16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this subsection, City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 16.5 LAWS AND REGULATIONS: 16.5.1 The Consultant shall, during the Term of this Agreement, be governed by Federal, State, Miami-Dade County, and City laws, ordinances, and codes which may have a bearing on the Services involved in the Project. 29 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt from the provisions of Section 119.07(1), Florida Statutes (inspection and copying of public records), and s. 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or related to the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Consultant agrees to abide by all applicable Federal, State, and City procedures, as may be amended from time to time, by which the documents are handled, copied, and distributed which may include, but is not limited to, each employee of Consultant and sub-consultants that will be involved in the Project being required to sign an agreement stating that they will not copy, duplicate, or distribute the documents unless authorized by the City Manager, in writing. 16.5.2.2 The Consultant and its sub-consultants agree in writing that the Project documents are to be kept and maintained in a secure location. 16.5.2.3 Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. 16.5.2.4 A log is developed to track each set of documents logging in the date, time, and name of the individual(s) that work on or view the documents. 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without added compensation, all necessary supplemental documents to correct errors, omissions, and/or ambiguities which may exist in the Contract Documents prepared by Consultant, including documents prepared by its sub-consultants. Compliance with this subsection shall not be construed to relieve the Consultant from any liability resulting from any such errors, omissions, and/or ambiguities in the Contract Documents and other documents or Services related thereto. 30 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 16.7 WARRANTY: The Consultant warrants that the Services furnished to the City under this Agreement and under any Consultant Service Order issued by the City to Consultant shall conform to the quality expected of and usually provided by the profession in the State of Florida applicable to the design and construction of public and commercial facilities. 16.8 NON-EXCLUSIVITY: Notwithstanding any provision of this non-exclusive Agreement, the City is not precluded from retaining or utilizing any other architect, engineer, design professional or other consultant to perform any incidental Basic Services, Additional Services, or other professional services within the contract limits defined in the Agreement. The Consultant shall have no claim against the City as a result of the City electing to retain or utilize such other architect, engineer, design professional, or other consultant to perform any such incidental Services. 16.9 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to any other person, firm, association or corporation, in whole or in part, without the prior written consent of the City Commission, which consent, if given at all, shall be at the Commission's sole option and discretion. However, the Consultant will be permitted to cause portions of the Services to be performed by sub-consultants, subject to the prior written approval of the City Manager. 16.10 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds himself/herself, his/her partners, successors, legal representatives and assigns to the other party of the Agreement and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. The Consultant shall afford the City (through the City Commission) the opportunity to approve or reject all proposed assignees, successors or other changes in the ownership structure and composition of the Consultant. Failure to do so constitutes a breach of this Agreement by the Consultant. 16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries, wages, materials, equipment, sub-consultants, and other purchased services, etc., as necessary to complete said Services. 16.12 INTENT OF AGREEMENT: 16.12.1 The intent of the Agreement is for the Consultant to provide design services, and to include all necessary items for the proper completion of such services for a fully functional 31 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) Project which, when constructed in accordance with the design, will be able to be used by the City for its intended purpose. The Consultant shall perform, as Basic Services, such incidental work which may not be specifically referenced, as necessary to complete the Project. 16.12.2 This Agreement is for the benefit of the parties only and it does not grant rights to a third party beneficiary, to any person, nor does it authorize anyone not a party to the Agreement to maintain a suit for personal injuries, professional liability, or property damage pursuant to the terms or provisions of the Agreement. 16.12.3 No acceptance, order, payment, or certificate of or by the City, or its employees or agents, shall either stop the City from asserting any rights or operate as a waiver of any provisions hereof or of any power or right herein reserved to the City or of any rights to damages herein provided. 16.13 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless memorialized in written document approval and executed with the same formality and of equal dignity herewith. 32 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 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: M� BF CITY CLERK OR INCORP ORATED. `•. <0 �•4CH 26 � '"•N ATKINS NORTH AMERICA, INC. Attest Signature Signature bw)'d J. Care Sr.y.�? Print Name/Title Print Name /Title APPROVED AS TO FORM & LANGUAGE &FOR EXECUTION 42- City A or iey 33 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) NOTE TO AGREEMENT SCHEDULES NOTE: WITH THE EXCEPTION OF SCHEDULES "A" AND "C" (BASIC SERVICES AND CONSULTANT'S HOURLY BILLING RATE SCHEDULE), THE ATTACHED SCHEDULES ARE FOR ILLUSTRATIVE PURPOSES ONLY. WHEN CONSULTANT IS ISSUED A CONSULTANT SERVICE ORDER FOR A PARTICULAR PROJECT PURSUANT TO THIS AGREEMENT, THEN THE SPECIFIC SCHEDULES PERTAINING TO THAT PARTICULAR WORK, SERVICES AND/OR TASKS (I.E. THE SCOPE OF SERVICES; CONSULTANT COMPENSATION; CONSTRUCTION COST BUDGET; PROJECT SCHEDULE; ETC) SHALL BE NEGOTIATED BETWEEN THE CITY AND THE CONSULTANT AND THE TERMS OF THIS AGREEMENT SHALL GOVERN FOR THAT PARTICULAR PROJECT. 34 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) SCHEDULE A SCOPE OF SERVICES The Consultant shall provide professional engineering services on an "as needed basis" to provide construction management support for right-of-way capital improvement projects. It is the intent of the City to select a primary firm to provide Basic Services, on an "as needed basis", in support of specific right-of-way capital improvement projects. The construction projects that may be assigned to the Consultant will be mostly Task Order Contracts from the City's CIP and other City Departments. Also, in the event that the primary firm has a conflict of interest for a particular task (i.e. when the firm being requested to perform a project task was the engineer of record or the design criteria professional of the same project), the City may utilize the secondary and/or tertiary firm. If for any reason, the primary firm's contract is terminated or fails to perform in a timely manner, the secondary firm will become the primary, and the tertiary firm the secondary firm. The selected firms are as follows: primary firm, CDM Smith, Inc.; secondary firm, Atkins North America, Inc.; and the tertiary firm, AECOM Technical Services, Inc. Each firm awarded a contract hereby agrees to be placed on a list of professionals that will provide construction management support where the City may call upon them to perform professional services for certain City projects, (the Project or Projects), as assigned by the City, in its sole discretion and judgment. As the need for service arise, the primary firm will be contacted to provide the necessary professional services according to the negotiated scope of work and cost. Professional services will be quoted as a not to exceed or lump sum based on the estimated hours to complete a project and in accordance with the hourly rates set forth in Schedule "C" of this agreement. The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order; the Consultant shall sign it and returned it to the City for execution by the City Manager or his/her designee. The CONSULTANT shall provide a variety of management services including, but not limited to: pre-planning, programming, design management, design review, procurement support, construction management, commissioning, and post-construction support in cooperation with CIP staff, other city departments, architect-engineers, and Contractors. Professional design services are not part of the services. All work will be performed based on firm, fixed price task orders issued, as needed, under the basic contract for services. 35 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) it Consultant will be encouraged to provide staff certified as construction managers by the Construction Manager Certification Institute sponsored by the Construction Management Association of America (CMAA). The tasks to be performed pursuant to any contract issued as a result of this RFQ include, but are not limited to, the tasks described below. Tasks to be performed under a specific task order may vary from those below and will be determined by the City on a project by project (or task by task) basis. Consultant should not assume, therefore, that each and every task will ultimately be required for every task order. General Tasks: Task 1 — Engineering/Project Management; Task 2 —General Administration of the Construction Phase; Task 3— Project Operations Services; and Task 4—Subcontracted Expert Services, Liaison Services and Other Direct Costs. TASK 1 — ENGINEERING/PROJECT MANAGEMENT 1.1 PROJECT ADMINISTRATION 1.1 A. General Requirements Consultant shall prepare and administer a Project Control System to provide information and data essential to effective management for the Construction Contract. The system shall provide the basis for timely managerial actions. Communication procedures are to be designed to provide a controlled flow of information to the City decision makers and those responsible for putting decisions into action. Consultant shall be tasked with the preparation of concise and useful Action Reports. Elements of the Project Control System are described in succeeding sections. 1.1 A-1. Communications and Coordination Establish lines of communication with the City, the Design Engineer, Contractors, and relevant agencies. Overall project communications and coordination shall be provided by the Consultant's Project Manager. Consultant shall maintain this system throughout the life of a Project. 36 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 1.1 A-2. Progress Meetings Consultant shall participate in briefings and progress meetings relative to the Project, as directed by the City. 1.1 A-3. Design Engineer Establish channels of communication and coordination with the Design Engineer, and field office personnel shall be established and maintained. All construction phase services of the Design Engineer and his/her liaison(s) shall be coordinated through the Consultant with the Contractors. 1.1 A-4. Utilities Monitor communications and coordination of the Project Work with work done by, or for, public or private utility companies, and shall review the Contractors' compliance with agreements between the City and the utility companies. The Consultant shall keep City informed of such transactions. 1.1 A-5. Other Agencies Maintain communications with and coordinate the progress of the work with other agencies where the Project Work interfaces with the operations of such other agencies. The Consultant shall keep City informed of such transactions. 1.1 A-6. Government City Negotiations Provide the City with the necessary information required to assist the City and the Design Engineer in negotiating with Contractors and governmental agencies having jurisdiction over the Project Work. 1.1 A-7. General Project Review The Consultant shall conduct a gap analysis to ascertain the effect of the following on the overall Project and report to the City accordingly. Potential activities among others to be determined by the City are: • City procedures, manuals and requirements governing consultants and construction contracts; • General Construction Contract provisions and information available to bidders; • Status of required permits including permits secured, stipulations, or special conditions; • Insurance requirements; 37 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) • Construction Contract breakdown and phasing of work; • Federal, State and local City requirements governing the Project; • Agreements with utilities, as provided by the City; • Agreements with adjacent owners including special restrictions in agreements. 1.1 A-8. Pre-Construction Conferences Attend and assist the City in conducting pre-construction meetings with the successful Contractors to familiarize them with the following items: • The contract requirements and provisions required by Federal, State and local governmental agencies. • The interrelationship between the Consultant, the Design Engineer, the Contractor and his subcontractors, public and private utilities, other contractors and the City. • The Project Control and Scheduling System established by the Consultant and the City. • The basis for reporting, preparing and processing progress payments and monitoring continuous coordination of construction activities. • The submission of schedules from the Contractors for start-up activities. • City procedures which the Contractors are to follow during the course of the Contract. • City procedures which the Contractors are to follow during the course of the Contract. 1.1 A-9. Permits and Regulatory Compliance Assist in the preparation of post construction permit applications and support the City in obtaining approvals thereof as follows: • Develop a list of required post-construction permits; • Maintain liaison with government agencies; • Prepare and assist in processing post-construction permit applications in conjunction with City and other City agencies; • Prepare applications for and assist in the processing of these applications for the City to obtain Certificates of Occupancy or Certificates of Completion as required; • Monitor and prepare status reports of all permit applications and identify the 38 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) impact on the project schedule; • Identify and monitor the actions of the Design Engineer, the City, and other Agencies and the contractors to obtain the permit approvals. 1.1 B. Scheduling 1.1 B-1. Construction Schedules Completion of the Project in accordance with approved construction schedules is a matter of the highest priority. The General Conditions Section of each Construction Contract Document stresses the importance of schedule adherence and sets forth criteria to be followed. Consultant shall provide services as follows: • Coordinating with Contractor during the planning and scheduling the Work, monitoring and reporting progress, and updating and revising schedules as required. • Monitoring of the Contractors' compliance with planning and scheduling requirements set forth in the individual contracts and adherence to the schedules. • Determining compliance with all scheduling requirements by the Contractors. • Developing and updating a "Project Master Schedule" covering all the Construction Contracts to reflect the required milestone dates to bring the individual Construction Contracts, as well as the overall Project, to scheduled completions. This "Project Master Schedule" shall be used to monitor all subsequent Contractor individual CPM Monthly Updates. • Reviewing and approve Contractor network diagrams to determine that they have been prepared in accordance with the requirements set forth in the Construction Contracts; and that milestone dates established for the overall Project are complied with. • Reviewing the individual Contractor schedules to determine whether they City reasonable sequences and durations leading to the completion of the Contract work. • Providing recommendations to the City when a Contractor's schedule will be approved or what changes should be requested before approval is granted. • Preparing and submitting to the City the following reports: Schedule Analysis Report 39 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) This report shall provide a comparison of scheduled versus actual activities. This analysis will treat each Construction Contract separately, listing activities started and/or completed during the report period. Progress along the critical path for each Construction Contract shall be described in general terms with specific mention of changes since the previous report and new or continuing dependencies on other Construction Contracts. Observed deviations from planned schedules shall be highlighted and explained. Possible trends which may result in deviations during subsequent periods shall be summarized. Corrective actions underway shall be related to each deviation. Executive Summary. This monthly report shall be a concise, narrative comparison of actual versus planned progress for the report period. The principle of "management by exception" shall highlight deviations from planned progress, reasons for such delays, alternative remedial actions considered, and plans for the succeeding month. Cash Flow Reports. This report shall be prepared by the Consultant for displaying the completed relationship between actual progress and money spent by the Contractors and the Consultant, and to provide a forecast of the need for funds throughout the duration of the Project that shall allow the City to plan its Project funding. Special Interim Reports. This report shall be prepared by the Consultant to discuss the impact of events which may have significant effect on the Project, i.e., unfavorable events resulting in delays in excess of 30 days or favorable events which would accelerate Project completion. • The Consultant shall advise the City of instances where Construction Contractors fail to satisfy the Planning and Scheduling requirements of their contracts or to adhere to approved schedules, and shall suggest initiation of action by the City designed to bring the Contractor into compliance. 1.1 B-2. Equipment Order and Shop Drawing Schedules 40 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) The separate activities pertaining to Equipment Orders and Shop Drawings shall be extracted from Contractors' Construction Schedules and printed each month with the current information concerning delivery dates. Major materials, equipment, and fabricated items shall be listed in the master Equipment Order and Shop Drawing Schedules. Contractors shall submit time periods for preparation, reviews and approvals of shop drawings, fabrication, testing and delivery of equipment to the site. These projected time periods shall be reviewed and compared with the Construction Schedules. The Consultant shall recommend actions to be taken to rectify potential delays and shall submit its recommendations to the City for review and decision. The Shop Drawing Schedules, prepared by the Contractors, will include the fabrication and delivery cycles. Specific activities to be shown on the Shop Drawing Schedules shall include: • Approval • Fabrication • Testing • Shipping The Shop Drawing Schedules shall be utilized by the Consultant to, among other things, adjust the Master CPM Schedule input as required. 1.1 B-3. Occupancy Schedule As an adjunct to the Master Schedule, in conjunction with the City, the Consultant shall develop a coordinated schedule for acceptances, turnover and occupancy of each major element and procedures for an orderly transition from construction to occupancy. Development of the Occupancy Schedule for each construction contract shall commence upon approval of the initial construction schedules. The schedule shall indicate the time required for the following: • Schedule for witness shop and preliminary field tests. • Schedule for final field testing of equipment processes and systems. • Acquisition of manuals or bulletins of instructions, troubleshooting manuals, preventative maintenance manuals and spare parts from the equipment manufacturers. • Training of the City's representatives by the equipment manufacturer's 41 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) representatives. 1.2 FINAL COPIES OF SHOP AND WORKING DRAWINGS AND AS-BUILT CONTRACT DRAWINGS 1.2 A. Final Copies of Shop and Working Drawings The Consultant shall obtain from the construction contractors the final copies of the Shop Drawings and Working Drawings prepared by the construction contractors in accordance with the requirements of the Construction Contract Documents. The Consultant shall review the final copies prepared and submitted by the construction contractors for completeness, format, and conformance to the construction contract Documents. The Consultant shall determine which drawings require checking to determine whether the drawings furnished are corrected to show any deviation from the previously approved drawings. The Consultant shall check such drawings and advise the construction contractors of the necessary revisions to be made prior to the submittal of the final copies of the Working Drawings and the Shop Drawings. The Consultant shall prepare CD ROM records of all- Final Copy-Working Drawings from the approved Working Drawings submitted by the Contractors. The CD's of the Final Copy Working Drawings shall be transmitted to the City by the Consultant after the microfilming is completed. The work to be performed under the design contract for services during construction with regard to shop drawing review and related services are not included in this task. 1.3 AS-BUILT CONTRACT DRAWINGS During the course of the construction contract, the Consultant shall mark-up and maintain a file of the contract drawings showing deviations from the work as approved from the contract Documents. The Consultant shall revise the final Contract Drawings, including Supplementary Drawings, to show the actual construction of all of the features of the work. The Consultant shall provide CD ROM records of the As-Built Drawings. 42 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 1.4 CONSTRUCTABILITY REVIEW If required by a Project Task Agreement, the Consultant shall review plans and other available project information and prepare a report that documents constructability issues that could potentially delay or disrupt the completion of the project. The objective of the review is to assure that contract documents are sufficiently detailed so that the project can be bid rationally and built without significant contract changes or delays. The Consultant shall review and comment on any aspects of the project as related to the construction and constructability, staging, permitting, site conditions and traffic plans, coordination with and among related agencies, neighborhood associations. 1.5 BIDDING SERVICES The Consultant shall provide services to assist the City and the Design Engineer during the bidding process for Construction Contracts. If requested by the City, the Consultant shall provide a thorough and comparative bid analysis of three (3) low and responsible bidding contractors for each bidding contract. TASK 2 - GENERAL ADMINISTRATION OF THE CONSTRUCTION PHASE The Consultant may be requested to be the representative of the City at the site, and subject to review by the City or his/her duly authorized representative, shall have the power, in the first instance, to observe the performance of the Work as delineated in the Construction Documents. The Consultant shall agree that it will determine that the work conforms to the Construction Contract Documents. It is the responsibility of the Construction Contractors, and not the responsibility of the Consultant, to determine the means and methods of construction. It shall be the responsibility of the Contractors to accomplish the work in accordance with pre- established Construction Schedules. The Consultant, however, shall advise the City, or his/her duly authorized representative, when a Contractor's progress falls behind the pre-established and approved Construction Schedule. If required by the City, the Consultant shall review the adequacy of the Contractor's personnel and equipment and the availability of his necessary materials and supplies. The Consultant shall submit, for the approval of the City, a table of organization of engineers and inspectors assigned to the engineering inspection of each Construction Contract, prior to the start of construction. The Consultant shall provide, to the satisfaction of the City, through his/her duly authorized 43 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) representative, the Chief, Resident Engineering Inspection Services from the date the Consultant is ordered to commence services to the completion of the Construction Contractors' operations and acceptance of the work by the City or for the period of performance indicated herein whichever comes first. The services to be performed by the Consultant include but are not necessarily limited to, the following: 2.1 A. Resident Project Representation (RPR) • The Consultant shall observe the installation of all facets of the work described in the Construction Documents for conformance. • The Consultant shall verify quantities and prepare estimates for payment, including extra or additional work. • The Consultant shall obtain from the Contractors original and final cross sections and such other measurements as are necessary to compile monthly and final estimates, reports and record plans and maintain a file of this information. • The Consultant, however, may be required to conduct surveys as authorized in writing by the City when needed in the performance of the inspection services. These services may be required to verify baseline location, re-establish survey monuments and verify disputed surveys, etc. • The Consultant shall initiate field change order requests as required and maintain time and material records. The Consultant shall meet with Contractors to determine necessary modifications for handling the changed conditions and shall recommend to the City action to be taken. • The Consultant shall monitor the coordination of the Contractors' coordination of their work with each other and with public and private utility companies and others, for the relocation, support, protection or replacement of existing utilities. • The Consultant shall provide inspection of and keep complete records on any City authorized extra work being conducted at the project on a time and material basis. • The Consultant shall verify the Contractor's payment quantities in writing as substantiated by signed documents from the Contractors by countersigning progress and final payment requests submitted by Contractors when and to the extent approved. 44 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) • The Consultant shall prepare draft response correspondence for the City's use to the Contractors and initiate other draft correspondence, including the City's replies to formal complaints and disputed items of work. • The Consultant shall monitor the inventory of all the spare parts required, received, and their place of storage. • The Consultant shall verify that the Contractors have obtained all work permits and that all required controlled inspections are satisfactorily performed with proper records maintained. • The Consultant shall provide adequate staffing to perform RPR services. It is the responsibility of the Consultant to ensure that all employees conduct field inspections in conformance with all applicable codes and possess all required licenses and certifications deemed necessary for the performance of the work under the construction contract. 2.1 B. Construction Meetings • The Consultant shall arrange and conduct meetings with the Contractors for each Construction Contract. During periods of active construction, these meetings shall be held monthly or as conditions mandate. Appropriate Consultant personnel shall attend these meetings and coordinate follow-up activities with the Design Engineer and others. • The Consultant shall conduct these meetings and shall assist in the resolution of disputes, review work progress and its acceptability, and shall monitor the coordination of construction activities with adjacent construction sections and agencies having jurisdiction. • Within five (5) working days after the meeting, the Consultant shall prepare and distribute copies of the minutes of each job meeting to the City and to each Contractor and other parties who attended. The Consultant shall analyze job meeting minutes and recommend solutions to the City for problems raised or discussed therein. • In addition, the Consultant shall prepare minutes of all other job related meetings and shall prepare and distribute the minutes as hereinbefore specified. The Consultant shall advise all recipients of the minutes in writing of any final results of these job related meetings. 45 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 2.1 C. Field Progress Reports and Records • The Consultant shall prepare, maintain and file and distribute, as appropriate the following reports, correspondence and records for each Construction Contract from award to final acceptance, payment, and close-out within the period of performance indicated herein. • The Consultant shall develop forms required for records and reports and submit same to the City. • The Consultant shall maintain daily inspection reports on each Construction Contract to indicate resident inspectors' actions, progress of work, significant occurrences, weather, problems, description of work, CPM activity number, number of contractor personnel working at activities, related adjacent work, etc. • Monthly Action Report. The Consultant shall prepare a monthly action report. Its primary purpose will be to provide a brief list of items requiring action. Titles of personnel categories directly responsible for each item shall be noted in the Action Report. Distribution shall be limited to those Project personnel directly responsible for significant areas of performance. The Consultant shall make recommendations on how to alleviate recognized problems. • The Consultant shall maintain daily records of each force account work or overtime, at other than normal hours, as back-up for payment for extra charges, if any. • The Consultant shall maintain the Construction Documents and Record Drawings. • The Consultant shall maintain records of all correspondence and meetings pertaining to the Construction Contracts. • The Consultant shall keep reports including records of materials or equipment delivered to or stored by the Contractors and eligible for partial payment. • The Consultant.shall maintain records of Contract changes (Change Orders). • The Consultant shall maintain records pertaining to the prosecution of the Project, particularly of delays or lack of Contractor's cooperation. • The Consultant shall, on short notice, prepare reports as required by the City. 46 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) • The Consultant shall prepare extension of time reports and claim rebuttal reports as required by the City and shall analyze conditions causing delay as submitted by Contractors. • The Consultant shall maintain a current, completely documented file of all design and field change orders, all disputed work items including but not limited to alleged extra work, deleted work, delay and potential claim items and monitor the resolution of these items. • The Consultant shall maintain a visitors log for personnel not assigned to the Consultant's field staff. • The above shall form a basic part of the permanent record of the Project and shall cover all of the important factors affecting job conditions and progress of the work. All reports are to be kept up to date. 2.1 D. Contractors' Progress Payments • The Consultant shall secure from each Contractor, for review and approval, a breakdown of his awarded lump-sum price. This breakdown shall be used for the purpose of establishing partial payments and percentage complete. • As the work advances, the Consultant shall review the monthly estimates for payment submitted by the Contractors, including material or equipment delivered or stored at the site and eligible for partial payment, including the final payment. • Upon approval, the Consultant shall sign the Contractors' monthly estimates and forward the necessary copies to the City for processing. The Consultant shall maintain a complete record of all processed payment requests and supporting documents. 2.1 E. Change Orders, Contract Modifications • The Consultant shall manage the change order process to evaluate change order claims. In addition, the Consultant shall obtain a fair and reasonable price for those items determined to be bonafide extra-work. For all change orders the Consultant shall be required to schedule and attend a pre-collaboration meeting within one week of identification of change orders in accordance with the provided process flowcharts. For field condition change orders, a draft 47 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) scope of work shall be issued within 15 days of identification schedule. The Consultant shall attend a collaboration meeting and finalize the scope of work for field condition change orders and assist in the finalization of the scope of work for design change orders within 30 days of identification. A cost estimate shall be prepared for negotiations within 45 days of identification. All change orders negotiations will be completed within 60 days after identification. Should the contractor be non-responsive or there has not been a full agreement in . cost, the Consultant shall force the entire change order, force parts of the change order, or utilize allowances for parts of the change orders as appropriate. For forced or "Time and Material" change orders, the Consultant shall continue negotiations if requested by the contractor to reach a lump sum agreement. For design change orders, the Consultant shall prepare a comparative estimate if the contractor is not responsive to the request for proposal • The Consultant shall receive and log change order requests from the Contractor, as well as request and log change order quotations directed by the City. The Consultant shall review all change order logs for accuracy to ensure that change orders are identified at the correct time and that all steps are performed in compliance with the guidelines above. The Consultant shall be responsible for notifying the City if any steps in the process are in variance with the standard time for that step. • The Consultant shall coordinate the preparation of any revised specifications and/or sketches with the Design Engineer that are needed to define the scope of the extra work. Until a potential extra work item is confirmed and executed as a change order or canceled, it is assigned a potential change order number to facilitate tracking and filing. Using this method, one or more potential change orders can be subsequently incorporated into individual contract changes. The Consultant shall determine entitlement of compensation for all Contractor requested changes for additional work. • The Consultant shall verify changes performed on a time-and-material basis using a Daily Extra Work report each day work is performed. The Consultant shall also perform a time impact analysis for Contractor requested time extensions that accompany a change order. The Consultant shall enter the 48 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) duration of the extra work activities associated with the contract change into the CPM schedule to verify impacts on the critical path. If the change order is too complex such that the above time frame cannot be reasonably met, the Consultant shall notify the City at the time of identification and present a revised timeline. The revised timeline is subject to the approval of the City. It is important to note that the Consultant's performance rating shall be based on the timelines and quality of documentation. • The Consultant will prepare a detailed change order cost estimate with which to compare and negotiate the contractor's cost quotation. The Consultant will then recommend acceptance or rejection of the terms of the change order to the City and, if accepted, prepare the change order documents for signature. If there is disputed extra work, the Consultant will work with the City, the DE and the Contractor until the disputed items are satisfactorily resolved. If the issues are not resolved, the Consultant will then track the items as a potential claim to project completion. The change order status will be included in the Monthly Status Report. 2.1 F. Testing and Material Samples • The Consultant shall confirm that samples are submitted pursuant to the construction contract specifications and are representative for submittal to selected testing laboratories where required, and shall obtain test results, and recommend acceptance or non-acceptance of materials to the City based on the laboratory test results for quality control. • The Consultant shall verify that all materials delivered to the job site have been certified in the above manner and as required in the Construction Documents before being used. 2.1 G. Certifications, Warranties and Guarantees • As soon as practicable, but no later than ten (10) calendar days after a piece of equipment or facility is put into operation, the Consultant shall obtain and forward to the City three (3) copies of all Contractors' lists of manufacturers' installation directions, operating and maintenance manuals, materials specifications, certifications, warranties and guarantees. 49 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) 2.1 H. Equipment, Material, Shop, Preliminary and Final Field Tests • The Consultant shall monitor equipment, material, shop, preliminary and final field tests. The Consultant shall also review the proposed field test procedures submitted by the Contractors, attend and monitor the field tests, analyze the results and determine acceptability of field tests in conformance with the Construction Documents. 2.1 I. Acceptance Inspection • The Consultant shall inspect the work on the completion of each Construction Contract and shall prepare complete punch lists detailing omissions or deficiencies. Upon correction of all omissions and deficiencies, the Consultant shall report to the City on the completion of the Project, recommend its acceptance, and approve final payment to the Contractors. • If, before the final completion of all the work contemplated herein, it shall be deemed necessary by the City to take over, use, occupy or operate any part of the completed or partly completed work, the Consultant shall inspect that part of the work and shall compile punch lists detailing any and all omissions and deficiencies. The Consultant shall report to the City upon the correction of all omissions and deficiencies. 2.1 1 (a) Shop and Working Drawings • The Consultant shall be responsible for monitoring the shop drawing submittal process to determine if the submittal, review, and approval process will impact the construction schedule and if necessary suggest and coordinate and facilitate the implementation of actions to mitigate the impacts. All submittals from the contractors will be submitted to the Design Engineer for approval in accordance with the General Requirements of the Detailed Specifications. The Design Engineer will be responsible for the review and distribution of all submittals. The Consultant shall have the following responsibilities in regards to Shop and Working Drawings: • The Consultant shall review (along with the Design Engineer) the schedule of working drawings prepared and submitted by the Contractors in accordance with the General Requirements of the Detailed Specifications 50 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) for completeness and to ascertain if the submittal dates support the overall project schedule. • The Consultant shall ascertain that key submittal dates from the schedule of working drawings are incorporated into the baseline CPM schedule. • The Consultant shall monitor the Contractor's submittal of working drawings and report on a monthly basis the progress of the submittal process based on the schedule of working drawings as part of the monthly CPM update process. • The Consultant shall monitor the Design Engineer's review period and report on a monthly basis the average review period as well as any shop drawings that are outstanding more than 21 days. • The Consultant shall review the project schedule on a monthly basis and determine the shop drawings that are required to perform the Work scheduled for the next 120 days. The Consultant shall ascertain if all required submittals have been submitted and approved. The Consultant shall prepare a report of all outstanding shop drawings required. • The Consultant shall receive a copy of all working drawings submitted by the Contractors to the Design Engineer. • The Consultant shall review the drawings for any field conditions or issues that may affect the approval of these drawings. The Consultant shall transmit in writing any comments resulting from this review to the Design Engineer for incorporation into the Design Engineer's review of the submittal. • The Consultant shall assist the Design Engineer in enforcement of the working drawing submittal procedures contained in the General Requirements of the Detailed Specifications. Specifically the Consultant shall assist in enforcing provisions dealing with the incomplete submittal packages and excessive number of re-submittals. • The Consultant shall review all shop drawings returned with comments from the Design Engineer to determine if the comments to the shop drawings will have a potential schedule or cost impact to the Construction Contracts. The Consultant shall establish a tracking system for such potential impacts from 51 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) working drawing that involves extra work so that it is properly tracked. 2.11 (b) RFI and Design Clarification Processing o The Consultant shall be responsible for managing the Requests for Information and Clarification process, managing the flow of information between the Design Engineer and the contractors. e The Consultant shall log and track all Contractor's Requests for Information. The Consultant shall respond to all Requests for Information not requiring Design Engineer interpretation of design intent. The Consultant will forward a copy of its reply to the Design Engineer for confirmation of the Consultant's response. The Consultant shall forward all other Requests for Information requiring interpretation of design intent to the Design Engineer for its response. The Consultant will review all Requests for Information responses for cost or schedule impact, as well as technical accuracy, prior to issuing a response. The Consultant shall prepare and track Requests for Clarification to resolve technical questions identified by the Consultant team. The Consultant shall prepare all Requests for Clarification and forward to the Design Engineer for review and clarification. The Consultant shall review all Requests for Clarification's responses for cost and schedule impact. • The Consultant shall receive from the Design Engineer all Design Clarifications to be issued to the contractors. The Consultant shall review all Design Clarifications for cost or schedule impact, as well as technical accuracy, prior to issuance to the contractors. ® The Consultant shall establish a tracking system for all potential change orders with number and file for each Requests for Information, Requests for Clarification, or Design Clarifications that involves extra work so that it is properly tracked. The Consultant shall also monitor the Design Engineer's review period for Requests for Information and Requests for Clarification and report on a monthly basis average turnaround times as well as Requests for Information and Requests for Clarification outstanding for more than 14 days. 52 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) TASK 3 - PROJECT OPERATION SUPPORT SERVICES Consultant may be requested by the City to provide some or all of the following services: 3.1 SUMMARY OF IMPLEMENTATION SCHEDULE DATES The Consultant shall review various construction schedules, contract completion dates, details of final plan of operation and prepare an implementation schedule. Major construction phases and details of facilities under each construction phase shall be identified with specific dates for progress. Action required under the plan of operation shall be listed and target dates for each action start and finish shall be included in the schedule of dates. 3.2 PLAN OF OPERATION Staffing Plan The Consultant shall develop a staffing plan for routine operation, scheduled maintenance and preventive maintenance including job categories, level of skills required, staffing needs, staff structure and organization, and staff certification requirements for the facilities provided under the Construction Contracts listed in the General Scope. This work shall be accomplished by utilizing the following data: Review of the Facility Plan. A zero based staffing study of the plant equipment, process and operating location. Comparison of staffing levels at other centrally supported plants of similar size in other locations. Training Plan The Consultant shall develop a training plan for the vendor training, process systems training, and safety training for the new facilities provided under the Construction Contracts, including video taping of training sessions and supervisor and manager training as described herein: Vendor training shall be provided by the Contractors under the Construction Contracts. The Consultant shall coordinate all vendor training. Video taping of training sessions may be performed by the Consultant for use in future training. The Consultant shall review and update the training documentation at the end of the first 53 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) year of operation for use in future training of new personnel. The Consultant shall obtain or provide a concise description of the design assumptions, major system components, and a functional description for each of the systems provided under the Construction Contracts listed in the General Scope. Supervisors and Manager training shall be provided by the Consultant for the complete treatment systems, including process monitoring and control, emergency response procedures, supervisory techniques, public relations, employee and Union relations, etc. Safety Training The Consultant may provide training necessary for its staff to monitor, oversee or otherwise inspect the work shown in the construction contract documents. The City shall provide any supplemental Environmental Health and Safety policies and procedures which are unique to the City or specific to that particular construction project. Emergency Operations Program The Consultant may develop a program that addresses emergency operations for the new facilities provided under the Construction Contracts. Operation and Maintenance (O&M) Manual and Standard Operating Procedures (SOP) Provide assistance to the City in preparation of the O&M Manuals and SOPS. Maintenance Management System and GIS Support Services Assist the City with their Infrastructure Management Systems (IMS), including the entry inputting of data furnished by the Contractors and GIS data and features. The Consultant shall enter input additional data furnished by the City to develop an operating maintenance management system for items such as maintenance scheduling, inventory control, GIS support services, etc. 3.3 FIRST YEAR PROJECT PERFORMANCE PERIOD ASSISTANCE Coordinate and monitor the first year operation. O Work with the City staff to initiate the events defined in the Plan of Operation and all process optimization procedures. Advise the City operations staff in the day-to-day process control activities that will lead to the establishment of a stabilized cost effective 54 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) operation. • Provide monthly written progress reports detailing the facility operations and problems encountered, solutions offered, and actions required of the City or other appropriate parties for all components. • Attend public meetings, prepare diagnostic evaluation and reports for problems such as odor complaints, noise, traffic, etc. and develop remedial short-term and long-term solutions. • Conduct evaluation of the instrumentation and control system, provide assistance in debugging the system and/or modifications of the control logic, etc. to assure reliable and trouble free operation of the instrumentation and control system. • Provide Follow-up Training of Operating Personnel with general training, including classroom instruction and shall incorporate any adjustments in the process resulting from operational experience. Updating of Training Material • Develop updates for the instructional training material for site specific training of on-site facility personnel. • Process theory/process control. • Preventive maintenance/corrective maintenance. • Mechanical, Electrical, Instrumentation, and HVAC component function and interface. • Safety. TASK 4 — SUBCONTRACTED EXPERT SERVICES, LIAISON SERVICES AND OTHER DIRECT COSTS SUBCONTRACTED EXPERT SERVICES At the direction of the City, the Consultant may retain with the "Not-to-Exceed Costs" such other experts or subconsultants as may be required hereunder, in which event the names of the proposed experts or subconsultants shall be submitted in writing to the City for the City's approval before employment of such expert subconsultant. The Consultant shall pay the designated expert(s)/subconsultant(s) monies commensurate with the professional services rendered by them. All experts and subconsultants hired for a Project by the Consultant shall be fully and completely informed in writing of all terms and conditions of this Agreement relating either directly or indirectly to the Services to be performed. The Consultant shall stipulate in each and every subcontract with the expert(s)/subconsultant(s) that all Services performed and materials furnished hereunder shall strictly comply with the requirements of the subcontract 55 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) as well as this Agreement. The Consultant shall furnish the City with copies of all subcontracts with such experts and subconsultants. The Consultant shall provide liaison and support personnel for the City on an as-needed and as-directed basis. Qualifications of submitted personnel shall be consistent with the supplementary needs of the City. These services will be reimbursed by the City with provisions for overhead and fee. Under this Task, the Consultant may provide the following major services including, but not limited to: • Providing professional engineering services to assist City In-House Staff on various in- house projects and providing specialty manpower support when required. • Identifying and preparing permit applications and approvals for In-House construction when directed. • Completing Fixed Assets survey submittals for In-House managed construction contracts. • Submitting Color Flow Diagrams and electronic scans of As-built drawings as directed. • CPM Analysis. • Providing personnel to support the Change Order Unit when directed. • Providing personnel support for the Payment Processing Unit when directed. • Providing personnel support for the Contract Procurement Unit when directed. • Providing Environmental, Health and Safety Support. • Providing clerical support. • Providing special expertise during all phases of construction. Under this Agreement, activities or tasks will be quoted as a not-to-exceed sum based on the estimated hours to complete the task. Detailed hourly rates will be negotiated for all personnel classifications for the firm. 56 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) SCHEDULE A-1 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. CONSULTANT SERVICE ORDER Service Order No. for Consulting Services. TO: Atkins North America, Inc 2001 NW 107th Avenue Miami, FI 33172-2507 DATE: Pursuant to the Agreement between the City of Miami Beach and Consultant for PROFESSIONAL ENGINEERING SERVICES ON AN "AS-NEEDED BASIS", TO PROVIDE CONSTRUCTION MANAGEMENT SUPPORT FOR RIGHT-OF-WAY CAPITAL IMPROVEMENT PROJECTS (RFQ 38-11/12) you are directed to provide the following Services: SCOPE OF SERVICES: Per attached proposal dated , to be considered part of this Agreement. Project Name and No: Estimated calendar days to complete this work: days Fee for this Service Order: $ The above fee is a Lump Sum or an Upset Limit (check one). CIP Project Coordinator Date CIP Assistant Director Date Atkins North America, Inc Date CIP Director Date 57 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) r SCHEDULE B CONSULTANT COMPENSATION AGREEMENT BETWEEN CITY OF MIAMI BEACH AND ATKINS NORTH AMERICA, INC. FOR PROFESSIONAL ENGINEERING SERVICES ON AN "AS-NEEDED BASIS", TO PROVIDE CONSTRUCTION MANAGEMENT SUPPORT FOR RIGHT-OF-WAY CAPITAL IMPROVEMENT PROJECTS Project Name and No: Scope of Services: Note*: These services will be paid lump sum based on percentage of work complete as identified in the Consultant Service Order. 58 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) SCHEDULE C HOURLY BILLING RATE SCHEDULE CATEGORIES Hourly Rates Project Principal $155.00 Project Manager $125.00 Sr. Construction Manager $115.00 Construction Manager $105.00 Senior Cost Estimator $100.00 Cost Estimator $70.00 Senior Scheduler $95.00 Scheduler $65.00 Sr. Inspector(CEI) $97.00 Inspector(CEI, Field or Construction) $75.00 Structural Special Inspector $105.00 Threshold Inspector $105.00 Senior Civil Engineer $125.00 Civil Engineer $105.00 Senior Electrical Engineer $125.00 Electrical Engineer $105.00 Senior Mechanical Engineer $125.00 Mechanical Engineer $105.00 Senior Structural Engineer $125.00 Structural Engineer $105.00 Senior Environmental Engineer $105.00 Environmental Engineer $85.00 Environmental Permit Specialist $95.00 Traffic Engineer $105.00 Geotechnical Specialist $105.00 Value Engineering Specialist $125.00 Senior CAD Technician $65.00 CAD Technician $55.00 Senior GIS Specialist $95.00 GIS Specialist $75.00 Horticulturist Specialist(Arborist) $85.00 Public Information Specialist $85.00 Sr. Computer Specialist $90.00 Computer Specialist $65.00 Documents Control Specialist $55.00 Clerical/Admin. $35.00 59 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) r SCHEDULE D jINSURANCE REQUIREMENTS AND SWORN AFFIDAVITS. See Attached 60 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012) SCHEDULE E BEST VALUE AMENDMENT The Consultant agrees to abide by all the required documentation of the City's Performance Information Procurement System and submit the weekly reports. 61 CITY APPROVED ROTATIONAL CONSULTANT(MAY 2012)