Stantec Consulting Services, Inc. Agreement 0203- IS/ 59
3.13-43
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
STANTEC CONSULTING SERVICES, INC.
FOR
FOR PROFESSIONAL CONSTRUCTION ENGINEERING AND
INSPECTION (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES ON
AN "AS NEEDED" BASIS
Resolution No. 2013-28158
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 3
ARTICLE 2. BASIC SERVICES 8
ARTICLE 3. THE CITY'S RESPONSIBILITIES 14
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 17
ARTICLE 5. ADDITIONAL SERVICES 18
ARTICLE 6. REIMBURSABLE EXPENSES 18
ARTICLE 7. COMPENSATION fOR SERVICES 19
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 20
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
ARTICLE 11. INSURANCE 23
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 24
ARTICLE 13.ERRORS AND OMISSIONS 25
ARTICLE 14. LIMITATION OF LIABILITY 25
ARTICLE 15. NOTICE 26
ARTICLE 16. MISCELLANEOUS PROVISIONS 27
SCHEDULES:
NOTE TO AGREEMENT SCHEDULES 32
SCHEDULE A- SCOPE OF SERVICES 33
SCHEDULE A-1 - CONSULTANT SERVICE ORDER 44
SCHEDULE B - CONSULTANT COMPENSATION 45
SCHEDULE C- CONSULTANT HOURLY BILLING RATE 4,6
SCHEDULE D - INSURANCE AND SWORN AFFIDAVITS 47
SCHEDULE E - BEST VALUE AMENDMENT 48
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TERMS AND CONDITIONS Of AGREEMENT
BETWEEN THE CITY OF MIAMI-BEACH
AND
STANTEC CONSULTING SERVICES, INC.
FOR
FOR PROFESSIONAL-CONSTRUCTION ENGINEERING AND
INSPECTION (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES ON
AN "AS NEEDED" BASIS
This Agreement made and entered into this U day of acTa K, 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 Stantec Consulting Services, Inc. a Florida corporation having an
office at 901 Ponce de Leon Boulevard, Suite 900, Coral Gables, Florida, 33134 (hereinafter referred
to as Consultant).
WITNESSETH:
WHEREAS the City P P Y 1 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'followsa
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.
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1.2 CITY COMMISSION: `-City Commission" shall mean the-governing and legislative body of the
-City.
1.3 CITY MANAGER: The "City Manager' shall mean the chief administrative officer of the City.
The City Manager shall be construed to include any duly authorized 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.
54-11/12, entitled "Professional Construction Engineering and Inspection (CEI)firms to provide various
CEI Services On An "As-Needed" Basis" issued by the City in contemplation of this Agreement,
together with all amendments thereto (if any), (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 66Consultant" 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 4or 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,
and review(on behalf of the City) all matters related to a Project.
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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 which is described in the Consultant Service Order.
1.9.1 Proiect Cost: The 66Project 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
the Advancement of Cost 'Engineering, formerly, American Association of Cost Engineering
(AACE) and the American National Standards Institute (ANSI).
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For Work which bids or proposals have not been het, 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
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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 solicitation documents and other agreements issued and approved by the City for
construction of the Project including, without limitation, the Invitation to Bid (ITB) (or such other
solicitation document as the City may deem advisable, in the sole and reasonable discretion),
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 change order(s), approved
construction change directive(s), and/or approved written order(s)for a minor change in the Work.
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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.
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 (acrd 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 e24 SCHEDUI-ES: "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
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services under this Agreement, as set forth in Schedule 66A"
hereto, and as may also be more specifically described in the Consultant Service Order.
22 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
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jurisdiction(s) in which the Project is located, including, without limitation, applicable Florida Statutes,
and State of Florida codes, rules and regulations, and local (City of Miami Beach and Miami-Dade
County) ordinances, codes,-and rules and regulations (collectively, "Applicable Laws"). As they relate
to the 'Services and to the Project, the Consultant agrees to comply with all -such Applicable Laws,
whether now in effect or as may be amended or adopted from time to time, and shall further take into
account all known pending changes to the foregoing of which it should reasonably be aware.
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:
1. Administer the Construction Contract and monitor and inspect the work performed by the
Contractor such that the project is constructed in reasonable conformity with the plans, specifications,
and special provisions of the Construction Contract.
2. Provide Survey Control - Consultant shall check or establish the survey control baseline(s)
along with sufficient baseline control points and bench marks at appropriate intervals along the project
in order to: (1) make and record measurements necessary to calculate and document quantities for
pay items, (2) make and record pre-construction and final cross section surveys of the project site in
those areas where earthwork (i.,e., embankment, excavation, subsoil excavation, etc.) is part of the
construction project, and (3) perform incidental engineering surveys.
3. Resident Engineering Services - Coordinate the Construction Contract administration activities
of all parties other than the Contractor involved in completing the construction project. Services shall
include maintaining the required level of surveillance of Contractor activities, interpreting plans,
specifications, and special provisions for the Construction Contract. Maintain .complete, accurate
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reeds,of all activities and events relating to the project and properly document all .project changes.
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
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 two (2)
years plus two (2), one (1) year renewal options to be exercised at the sole discretion of the
City Manager. 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, including the time for completion of the work and/or services for such Project (as set
forth in the particular Service Order.
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).
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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
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
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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,4completeness, 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 the Term of 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,
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 an portion of the Services relates to a professional service
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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
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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
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.
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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.
.2.13 GREEN BUILDING STANDARDS:
The Consultant shall comply with the requirements of Section 255.2575, Florida Statutes, and Chapter
100 of the City Code, as both may be amended from time to time, addressing applicable Leadership in
Energy and Environmental Design (LE1ED) 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
authorised 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
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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
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 {Le. 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.
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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
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
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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
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 19 hereof).
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 fIntentional) Omitted]
4.2 Consultant shall certify and warrant to the City all estimates of Construction Cost prepared by
Consultant.
4.3 Consultant shall warrant and represent to the City that its review and evaluation of the
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]
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ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Coordinator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall contain a
description of the Additional Services required; an,hourly fee (in accordance with the rates in Schedule
6iC" hereto), with a 66Not 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.
i
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
18
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, aplans,
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
request for payment of Reimbursable Expenses shall also be included with Consultant's payment
request. No mark-up shall be allowed on Reimbursable Expenses.
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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
designated in Article 15 ["Notices"]), during customary business hours upon reasonable prior written
notice. All such records shall be kept at least for a period of three (3) years after Consultant's
completion of the Services. Incomplete or incorrect entries in such records and accounts relating
personnel services and expenses may be grounds for City's disallowance of any fees or expenses
based upon such entries. Consultant shall also bind its sub-consultants to the requirements of this
Article and ensure compliance therewith
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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.
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.
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ARTICLE 10. TERMINATION OF AGREEMENT
1O.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.
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.
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10.3 TERMINATION FOR CONVENIIENCF-o 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
P Y Y
Coordinator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project
documents (for delivery to the Project Coordinator).
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 $154,000 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.
23
(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.
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
24
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.
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
25
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
amountds)actually paid by the City to Consultant hereunder.
Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a
waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida'Statutes.
ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:
City Manager's Office
City of Miami Beach
1700-Convention Center Drive
Miami Beach, Florida 33139
Attn: J. Mark Taxis, Assistant City Manager
With a copy to:
Capital Improvement Projects Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: David Martinez, P.E., CIP Acting Director
All written notices given to the Consultant from the City shall be addressed to:
Stantec Consulting Services, Inc.
901 Ponce de Leon Boulevard, Suite 900
Coral Gables, Florida 33134
Attn: Ramon Castella, P.E., Vice-President
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail,
return receipt requested.
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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.Z. District Court, Southern District of Florida, in federal court. BY
ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS
EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability,
marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to race, color, national origin, religion,
sex, gender identity, sexual orientation, disability, marital or familial status, or age.
1.6.3 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 too 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 tothe
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
27
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.
16.5.2 Proiect Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes,
entitled 6Inspection, 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 11 9.07(l), 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 staters 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.
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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.
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.
16.6 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 NECAESSARY TO COMPLETE SERVICES: In the performance of the
Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries,
29
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
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.
30
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
signed in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attest CITY OF MIAMI BEACH:
CITY CLERK :• �.-,.� ., sA��YOR
�;.INCORP OF;7TED.-
9�S)T TEC CONSULTING SERVICE, INC.
�. 2�T �a
Attest
Signature/Secretary Signature/President
Print Name /Title Print Name/Title
APPROVED AS TO
FORM & LANGUAGE
8&FOR ECUTION
'Cit orn Date
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 T-4O 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) SHA LL BE NEGOTIATED BETWEEN THE -CITY
9
AND THE CONSULTANT AND THE TERMS OF THIS AGREEMENT SHALL GOVERN FOR THAT
PARTICULAR PROJECT.
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SCHEDULE A
SCOPE OF SERVICES
The Consultant shall provide professional engineering services on an "as needed basis" to
provide Construction Engineering and Inspection (CEI) services pursuant to the Agreement.
-Each firm awarded a contract hereby agrees to be placed on a_list of professionals that will
provide CEI services 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, firms will be contacted to provide the necessary
professional services according to the negotiated scope of work and cost. Professional services
will be quoted as a 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's Basic Services that may -be provided under this Agreement shall (at a
minimum) consist of, but not be limited to, the following:
1. Administer the Construction Contract and monitor and inspect the work performed by the
Contractor such that the project is constructed in reasonable conformity with the plans,
specifications, and special provisions of the Construction Contract.
2. Provide Survey Control - Consultant shall check or establish the survey control baseline(s)
along with sufficient baseline control points and bench marks at appropriate intervals along
the project in order to: (1) make and record measurements necessary to calculate and
document quantities for pay items, .(2) make and record pre-construction and final cross
section surveys of the project site in those areas where earthwork (i.e., embankment,
excavation, subsoil excavation, etc.) is part of the construction project, and (3) perform
incidental engineering surveys.
3. Resident engineering Services - Coordinate the -Construction Contract administration
activities of all pa--ties other than the Contractor involved in completing the construction
project. Services shall include maintaining the required level of surveillance of Contractor
activities, interpreting plans, specifications, and special provisions for the Construction
33
Contract. Maintain complete, accurate records of all. activities and-events relating to the
project and properly document all project changes. The following services shall be
performed.
a) General Coordination: The Consultant shall communicate-daily or periodically with the
City, the Design Consultant and Contractor, as needed. They shall report on concerns as it
relates to the construction effort and activities. In addition, the Consultant shall also
coordinate with the Public Information Officer (PI.0) where notifications such as utility
outages, road closures, etc. maybe required. The Consultant shall monitor and verify that
the Contractor has made the required notifications to the utility owners, residents and
businesses as may be required.
b) Value.Engineering Meetings: The Consultant shall be expected to attend, participate,
and provide cost estimating information at Value Engineering meetings between the City,
the Design Consultant, and the Contractor for the Project.
C) Resident's Information Meetings: The Consultant shall be expected to attend, address
residents' concerns, participate, produce meeting minutes, and take a lead role in Resident
Information Meetings with the City for the Project.
d) Pre-Construction Meetings: The Consultant shall be expected to attend, participate,
produce meeting minutes and take a lead role in Pre-Construction Meeting with the City,
Design Consultant and Contractor for the Project. The Pre-construction Meeting shall be
scheduled once the first Notice-to-Proceed is issued to the Contractor.
e) Weekly Construction Progress Meetings: The Consultant shall attend, participate and
take a lead role in weekly construction project meetings with the City, Design Consultant
and Contractor on the Project. These meetings shall serve as forums to review the status of
construction progress, discuss construction issues, discuss schedule and/or cost concerns,
discuss potential changes or conflicts, review the status of shop drawing submittals and
Construction Document clarifications and interpretations, and to resolve problems before
they become critical. Consultant shall prepare weekly meeting minutes and distribute to all
meeting attendees, review the two week look ahead provided by the Contractor and
provide comments or objections to written statements within the specified timeframe. The
Consultant shall prepare detailed weekly reports that describe the construction activities,
progress, incidents and issues that have occurred on the construction site and distribute to
the attendees in advance of the weekly construction progress meetings.
34
f) Field Observations: The Consultant shall conduct field observations on a daily basis
throughout the duration of cons#ruction. field observations shall be provided jointly by the
City and the Consultant. If and when necessary, the City shall provide part-time
construction inspectors for the duration of the Project. The rote of the City's cons#ruction
inspectors shall be limited. The -Consultant shall be present at the construction site daily
during the construction phase of the Project and shall be expected to be available, as
needed, throughout the Contractor's work day.
g) Stormwater Permit - Verify that the Contractor is -conducting inspections, preparing
reports and monitoring all storm water pollution prevention measures associated with the
project. For each project that requires the use of the NPDES General Permit, provide at
least one inspector who has successfully completed the "Florida Stormwater, -Erosion, and
Sedimentation-Control Training and Certification Program for Inspectors and Contractors".
The Consultant's inspector shall be familiar with the requirements set forth in the FEDERAL
REGISTER, Vol. 57, No. 137, Friday, September 5, 1992, pages 4412 to 4435 "Final
NPDES -General Permits for Storm Water .-Discharges from Construction Sites" and the
City's guidelines.
h) Specialty Design Consultant Site Visits: The Consultant shall monitor the number of
specialty site visits requested by the Contractor or City and conducted by the Design
Consultant. When it becomes evident that a specialty site visit from the design Engineer of
Record (EOR) shall be required, the Consultant shall notify the FOR to discuss and
schedule a mutually acceptable time for meeting at the construction site.
i) Daily Reports: The Consultant shall prepare daily reports, on the same date as
construction occurs, to record the daily performance of the Contractor as well as other
significant construction related matters. Daily reports shall be uploaded by the Consultant
to a-l-BuilderT"", the City's document management system. At the end of each week, the
Consultant shall forward the original daily reports to the City for review. The Consultant
shall maintain and file paper copies of the daily reports onsite for reference. The daily
reports shall include records of when the Contractor is on the job-site, general field
observations, weather conditions, change orders, changed conditions, list of job site
visitors, daily drilling and testing activities, testing results, testing observations, and records
of the outcome of tests and inspections. At a minimum the daily reports shall contain the
following information:
35
Weather and general site conditions
Contractor's work force counts by category and hours worked
Description of Work performed including location
Equipment utilized
Names of visitors to the jobsite and reason for the visit
Tests made and results
0 -Construction difficulties encountered and.remedial measures taken
c Significant delays encountered and apparent reasons why
G Description of(potential)disputes between the Contractor and City
Description of(potential)disputes between the Contractor and residents
G Summary of additional directions that may have been given to the Contractor
Detailed record of materials, equipment and labor used in connection with extra work,
or where there is reason to suspect that a claim or request for Change Order may be
submitted by the Contractor
Summary of any substantive discussions held with the Contractor and/or City
Summary of nonconforming work referenced to corresponding Non-Compliance
Notice
A log of photographs taken
j) Photographic Record: 'Consultant shall provide a photographic record of the overall
progress of construction, beginning with preconstruction documentation, following with on-
going construction documentation, and ending with post-construction documentation.
Photographs shall be digital snapshot type taken to define the progress of the project and
TM shall be filed electronically by month in e-Builder the City's s document management
system, labeled by date, time and location. The Consultant shall upload all photos to the e-
BuilderTm document management system on a weekly basis.
k) Adherence to Construction Documents: The Consultant shall review materials and
workmanship of ttie projects and--report to the City any deviations from the Construction
-Documents that may come to the Consultant's attention. Consultant shall determine the
acceptability of the work and materials and, in concert with the Design Consultant -(as
necessary), make recommendations to the City to reject items not meeting the
requirements of the Construction Documents.
1) Delivery of Unaccepted (Materials to Jobsite: As new materials are delivered to the
jobsite, the Consultant shall check the material's certifications and samples and verify that
36
an approved shop drawing was submitted for the material in question. If it is determined
that a submittal has not been approved, the Consultant shall immediately notify the City
and issue a Non-Compliance Notice. In conjunction with the Design Consultant has
necessary), the Consultant shall direct and supervise the sampling and testing of materials
to be performed by the City's independent testing laboratory. The Consultant shall maintain
test report logs which shall be submitted to the City for review on a monthly basis and
uploaded to a-l-Builder T"1, the City's document management system on a weekly basis.
Consultant shall also review invoices submitted by the independent testing laboratories and
recommend payment by the City.
m) Shop Drawing Submittals: The Consultant shall review shop drawing and product
approvals throughout the duration of the-construction period for familiarity prior to delivery
of materials. Consultant shall verify that Contractor is maintaining a submittal log,
conducting timely submittals, and uploading approved shop drawings to a-l-Builder""", the
City's document management system.
n) Issuance of Non-compliance Notices: The Consultant shall be responsible for
notifying the City when they become aware of a condition that is believed to be in non-
compliance with Construction Documents. Anytime the Consultant notices a potential
construction problem or a condition that could result in non-complying materials, equipment
or workmanship, the Consultant will need to determine whether the condition poses an
immediate threat to public health or safety. If a condition does not pose a threat to public
health or safety, immediate verbal notification or 66Pre-Noncompliance Notice" of the
potential non-compliance should be made to the Contractor and the City. This verbal notice
shall be documented in the Consultant's daily report and shall advise the Contractor of
potential construction problems, errors, or deficiencies that can be promptly resolved and
do not warrant a Non-compliance Notice. If the Contractor fails to respond to the verbal
notification within a reasonable timeframe, the Consultant shall notify the City and the City's
Projects Coordinator shall issue a Non-compliance Notice. If a condition poses an
immediate threat to public health or safety, the Consultant shall notify the Contractor and
City immediately and the City's Projects-Coordinator shall issue a Non-compliance Notice
to the Contractor. Non-compliance Notices shall include a description of the Work that does
not meet the construction contract requirements, along with a required timetable for
corrective work to be implemented by the Contractor. -Other items that should be included
in the Notice include a reference to the provision of the Construction Documents that has
been violated.
37
o) Damage to 'Existing Facilities: The Consultant shall identify any existing facilities
damaged by the -Contractor and verify that the Contractor has notified the respective
owner(s). Include record of such occurrences in the daily reports.
p) Change Orders: Consultant shall perform an independent review of any Change
Orders submitted by the Contractor and provide a written statement noting
recommendation for approval or denial of the Change-Order to the City. If recommended
for approval, the Consultant shall note if the requested cost and schedule impacts are fair
and reasonable. The Consultant-shall be responsible for maintaining a Change Order log
and uploading approved Change Orders to e�-BuilderT"", the City's document management
system. The Consultant shall also participate in change request review meetings with City
and Contractor to resolve and/or negotiate the equitable resolution of request.
q) Requests for Information/Construction Document Clarification (RFIs/CDCs): When
RFIs and CDCs involve design issue interpretations, the Consultant shall coordinate with
the Design Consultant, as needed, to resolve the Contractor's Requests for Information,
Construction Document Clarifications, Field-Orders, and other related correspondence. The
Consultant shall be also be responsibie for verifying that the Design Consultant is providing
a written response to RFIs and CDCs in a timely manner and for processing, logging, and
distributing all RFIs/-CDCs. Consultant shall upload all RFI and -CDC responses to a-1-
BuilderTm, the City's document management system.
r) -Schedule: Analyze the Contractor's schedule(s){Le. baseline(s), revised baseline(s),
updates, as-built, etc.) for compliance with the contract documents. Elements including,
but not limited to, completeness, logic, durations, activity, flow, milestone dates,
concurrency, resource allotment, and delays shall be reviewed. Verify the schedule
conforms with the construction phasing and MOT sequences, including all contract
modifications. Provide a written review of the schedule identifying significant omissions,
improbable or unreasonable activity durations, errors in logic, and any other concerns as
detailed in the contract documents.
s) Pay Requisitions: Consultant shall verify Contractor's pay requisition quantities and
sign-off on all pay requisition quantities in the field. Consultant shall be responsible for
previewing with the Contractor the monthly payment requisition to confirm the status of
completed and uncompleted work and stored materials. The Consultant shall advise the
City of quantities being approved for subsequent concurrence for payment purposes.
Payment Requisitions shall only be approved by the City.
38
t) Equipment Tests and Systems Start-up: Consultant shall be responsible for
coordinating various tests-for quality control on the projects; verifying that equipment tests
and systems start-up are conducted in the presence of appropriate personnel; and that the
Contractor is maintaining adequate records thereof. Consultant shall observe, record, and
report appropriate details relative to the test-procedures and start-up.
u) Record Drawings: Consultant shall monitor that record drawing mark-ups are
properly maintained by the Contractor. The Consultant shall review the record drawing
mark-ups as deemed necessary by the City. Contractor's failure to maintain the record
drawings in up-to-date condition may be deemed grounds for withholding Contractor's
monthly payment requisitions until such time as the record drawings are brought up-to-
date. The Consultant shall notify the City if it considers the mark-up documents insufficient.
The City shall make final determination of payment withholding.
v) Safety: Consultants shall be expected to recognize a hazard that any reasonable
non-safety professional might be expected to recognize. In addition, those safety
obligations extend only to recognizable hazards that the Consultant-may note while in the
normal conduct of onsite business.
If a situation-presents itself, the following procedures should be followed:
• Immediately direct personnel to remove themselves from the apparent danger.
• Notify the Contractor's superintendent of the apparent condition that caused the
concern and that the affected personnel were directed to remove themselves
accordingly.
• Notify the Contractor of the situation that arises concern, both in writing and verbally.
• Issue a written Notice of Noncompliance stating that the Contractor should take
immediate action as it deems necessary to correct the deficiency/condition.
• Write a full report in the Daily Report on the condition found to be unsafe, all actions
taken, and correspondence written, including times and names.
• Take photographs, of the concern.
• If the Contractor does not make corrections, the Consultant should notify the City.
• The Consultant shall review the situation with the City for further direction.
• The condition, as well as all conversations and correspondence, shall be recorded in
the Consultant's,Daily Report.
39
In the case of a construction-related accident, Consultant shall notify the. City of the
accident. Consultant shall direct the Contractor to prepare an accident report with a
copy forwarded to the City.
w) Quality Control: The Consultant shall review and monitor the Contractor's adherence
to an acceptable quality control program submitted by the Contractor prior to the issuance
of the second Notice-to-Proceed by the City. This program shall describe the Contractor's
quality control, organizational procedures, documentation controls and processes for each
phase of the work. Quality-.control during construction shall be the responsibility of the
Contractor; however, oversight and ensuring the 'Contractor complies with applicable
jurisdictional construction standards shall be enforced on the City's behalf by the
Consultant.
x) Proceeding with Disputed Work: In the event that an agreement cannot be reached
on a Change Order, the Contractor must carry on the work and adhere to the project
schedule in accordance with the construction contract general conditions. The Consultant
shall log all forced work efforts related to disputed change order on a Forced Work Daily
Log Reports which shall be signed and dated by the Consultant and the Contractor's
representative at the completion of each work-day. The Consultant shall forward copies of
this form to the City for record purposes.
y) Maintenance of Traffic (MOT): The Contractor shall provide the Consultant, City and
Design Consultant with approved copies of its MOT at the Pre-Construction Meeting for
general information purposes. It shall be the Consultant's responsibility to verify compliance
with the MOT in the field.
z) Contractor Request for Services: When the Contractor requires services from the City
for issues such as water main shutdowns, tie-ins to existing water mains, special regulatory
inspections, etc., a request shall be made in writing by the Contractor, and forwarded by
the Consultant to the City, a minimum of three working days prior to when required.
aa) Substantial Completion: When the Contractor considers that the Work has reached
Substantial Completion, the Contractor shall notify the Consultant who shall verify that the
worts has progressed to the substantial completion point in accordance the Construction
Documents. If the Consultant is in agreement, the-Consultant shall contact the City to agree
on a schedule for conducting a substantial completion "walk-through" inspection of the
40
Work. Consultant shall attend and participate in the substantial completion "walk-through",
perform a substantial completion inspection with the Contractor, Design Consultant and the
-City, and prepare a master punch list that describes items remaining to be completed. This
master punch list shall be attached to the certificate of substantial completion.
bb) Final Completion and Project Closeout: When the Contractor considers that the Work
has reached Final Completion, the Contractor shall notify the.Consultant who shall verify
that the work has.progressed to the Final Completion point in accordance the Construction
Documents. If the Consultant is in agreement, the Consultant shall contact the City to agree
on a schedule for conducting a Final Completion "walk-through" inspection of the Work.
Consultant shall attend and participate in the Final Completion "walk-through" and perform
a Final Completion inspection with the Contractor, Design Consultant and the City. If the
work is determined to be incomplete, Consultant and other attendees shall each develop a
punch list of items requiring completion or correction prior to consideration of final
acceptance of each project which shall be forwarded to the Contractor by the Consultant for
the Project. -Consultant shall complete all necessary close-out and construction completion
forms and documentation in coordination with the City for the Project. The Consultant shall
work with the-Design Consultant and the Contractor, as necessary to ascertain materials
required for the closeout binder, as required by the City, and review the Operation and
Maintenance manuals for each project for completeness prior to forwarding documentation
to the City. Once all parties determine the work is -complete and the Contractor has
delivered all close-out documentation to the =City, the Consultant shall prepare a Final
Certificate for Payment. The Consultant shall be responsible for providing final certifications
based on the entire scope of work for the Project.
cc) Consultant and Design Consultant Relationship: These services outlined herein are
intended to provide support to both the City and the Design Consultant during the
construction phase of the Project. The Consultant shall perform the services outlined in this
Agreement under the supervision and contractual directives of the Project Coordinator, and
shall refer all matters pertaining to this Agreement to the City. In matters relating to the
design concept and constructability thereof, the Consultant -shall conduct this scope of
services under the technical directives issued by the Design Consultant such that the
Design Consultant's FOR can provide final certification of the design components at Project
Closeout.
41
4. . Provide qualified personnel necessary to efficiently and effectively carry out its
responsibilities under this Agreement. The personnel shall be qualified by experience and
education. Submit in writing to the City for review and approval, the names of personnel
proposed for assignment to the project, including a detailed resume for each. The City
reserves the right to have Consultant's personnel removed and substituted from the project,
if the employee's conduct or performance-is detrimental to the project. The City reserves
the right to request periodic rotation of field personnel.
5. The Consultant shall furnish the City with a Quality Assurance Plan within 15 calendar days
after the award of this agreement. The QA Plan shall detail the procedures, evaluation
criteria, and instructions of the Consultant's organization for providing services pursuant to
this Agreement. Significant changes to the work requirements may require the Consultant
to revise the QA Plan. It shall be the responsibility of the Consultant to keep the plan
current with the work requirements. The Plan shall include, but not be limited to:
a) Consultant's QA Organization and its functional relationship to the part of the
organization performing the work under the Agreement. The authority, responsibilities and
autonomy of the QA organization shall be-detailed as well as the names and qualifications
of personnel in the quality control organization.
b) Methods used to monitor and achieve organization compliance with Agreement
requirements for services and products.
c) Outline the types of records which shall be generated and maintained during the
execution of the QA program.
d) Methods used to control subconsultant and vendor quality.
e An officer of the Consultant firm shall certify P that the inspection and documentation
was done in accordance with specifications,-plan's, Citystandards, and City's procedures.
f) Maintain adequate records of the quality assurance actions performed by the
organization (including subcontractors and vendors) in providing services and products
under this Agreement. All records shall indicate the nature and number of observations
made, the number and type of deficiencies found, and the corrective actions taken.
42
6. Provides assistance in preparing for arbitration hearings or litigation that occurs during the
Agreement time in connection with the construction project covered by this Agreement.
7. Provide qualified engineering witnesses and exhibits for arbitration hearings or litigation in
connection with the Agreement.
8. Provide services determined necessary for the successful -completion and closure -of the
Construction Contract.
9. Provide Post construction claims review— The Consultant shall analyze the claim, engage
in negotiations leading to settlement of the claim, and prepare and process the required
documentation to close out the claim.
10. The Consultant may be asked to provide all or some construction engineering and
inspection services including inspectors, construction managers and/or construction
administration staff for CIP Right-of-Way construction projects.
43
SCHEDULE A-1
PROFESSIONAL'SERVICES AGREEMENT BETWEEN THE-CITY OF MIAMI BEACH AND
STANTEC-CONSULTING SERVICE, INC.
CONSULTANT SERVICE ORDER
Service Order No. for-Consulting Services.
TO: Stantec Consulting Services, Inc.
901 Ponce de Leon Boulevard, Suite 900
Coral Gables, Florida 33134
DATE.
Pursuant to the Agreement between the City of Miami Beach and -Consultant for
PROFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION (CEI) FIRMS TO
PROVIDE VARIOUS CEI SERVICES ON AN "AS-NEEDED" BASIS (RFQ 52-11/12) 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 Not to Exceed (check one).
GIP Project Coordinator Date
CIP Assistant Director Date Consultant Date
CIP Director Date
44
i
SCHEDULE B
CONSULTANT COMPENSATION
AGREEMENT BETWEEN CITY OF MIAMI BEACH AND STANTEC CONSULTING
SERVICES, INC. FOR PROFESSIONAL CONSTRUCTION ENGINEERING & INSPECTION
(CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES ON AN "AS-NEEDED" BASIS
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.
45
SCHEDULE C
HOURLY BILLING RATE SCHEDULE
RFQ#52-11/12
PROiFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION (CEI) FIRMS TO PROVIDE
VARIOUS CEI SERVICES ON AN "AS NEEDED" BASIS
MIDI
IN
U�
A
x o W .s ..-
Project Principal 175.00
Project Manager 150.00
Senior Cost Estimator 105.00
Cost-Estimator 75.00
Senior Scheduler 100.00
Scheduler 70.00
Sr. Inspector(CEI) 100.00
Inspector(CEI, Field or Construction) 75.00
Structural Special Inspector 105.00
Threshold Inspector 105.00
Senior Civil Engineer 130.00
Civil Engineer 110.00
Senior Electrical Engineer 130.00
Electrical Engineer 110.00
Senior Mechanical Engineer 130.00
Mechanical Engineer 110.00
Senior Structural Engineer 130.00
Structural Engineer 110.00
Clerical/Admin. 40.00
46
SCHEDULE D
INSURANCE REQUIREMENTS AND SWORN AFFIDAVITS.
See Attached
47
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.
48
I