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Agreement with Hazen and Sawyer, P.C. AGREEMENT BETWEEN CITY OF MIAMI BEACH AND HAZEN AND SAWYER, P.C. FOR WATER & WASTEWATER SYSTEMS CONSULTANT PURSUANT TO REQUEST FOR QUALIFICATIONS NO. 2017-129-KB RESOLUTION NO. 2017-29853 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1. DEFINITIONS 3 ARTICLE 2. BASIC SERVICES 8 ARTICLE 3. THE CITY'S RESPONSIBILITIES 13 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 15 ARTICLE 5. ADDITIONAL SERVICES 15 ARTICLE 6. REIMBURSABLE EXPENSES 16 ARTICLE 7. COMPENSATION FOR SERVICES 17 ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 18 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 18 ARTICLE 10. TERMINATION OF AGREEMENT 19 ARTICLE 11. INSURANCE 20 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 21 ARTICLE 13. ERRORS AND OMISSIONS 21 ARTICLE 14. LIMITATION OF LIABILITY 22 ARTICLE 15. NOTICE 22 ARTICLE 16. MISCELLANEOUS PROVISIONS 23 SCHEDULES: SCHEDULE A 27 SCHEDULE B 30 SCHEDULE C 31 ATTACHMENTS: ATTACHMENT A 34 ATTACHMENT B 45 ATTACHMENT C 46 AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND HAZEN AND SAWYER, P.C. FOR WATER &WASTEWATER SYSTEMS CONSULTANT This Agreement made and entered into this 27 day of June, 2017, (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 Hazen and Sawyer, P.C., a Florida corporation having its principal office at 999 Ponce de Leon Blvd, Suite 1150, Coral Gables, FL 33134 (hereinafter referred to as Consultant). WITNESSETH: WHEREAS, on March 22, 2017, the Mayor and City Commission approved the issuance of Request for Qualifications No. 2017-129-KB for WATER & WASTEWATER SYSTEMS CONSULTANT (the RFQ); and WHEREAS, the RFQ was intended to provide access to architectural and engineering firms in accordance with the Florida Consultant's Competitive Negotiation Act; and WHEREAS, on May 17, 2017, the City Commission approved Resolution No. 2017- 29853, respectively, authorizing the City to enter into negotiations with Hazen and Sawyer, P.C. and, if successful, execute an agreement with the Consultant pursuant to the RFQ; and WHEREAS, City and the Consultant have negotiated the following agreement pursuant to the RFQ; and NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 Definitions. The definitions included in this Section are not exhaustive of all definitions used in this Agreement. Additional terms may be defined in other Contract Documents. The following terms shall have the meanings specified herein unless otherwise stated herein: ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services in this Agreement, as described in Article 5 and the Consultant Service Order, which the Consultant shall perform, at the City's option, and which must be duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. APPLICABLE LAWS: "Applicable Laws" means all laws, statutes, codes (including, but not limited to, building codes), ordinances, rules, regulations, lawful orders and decrees of governmental authorities having jurisdiction over the Project, the Project Site or the Parties. BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents recommended by the Consultant (and approved by the City) as being within the Construction Cost Budget. "Base Bid" shall not include additive alternates or deductive alternates. BASIC SERVICES: "Basic Services" shall include those services which Consultant shall perform in accordance with the terms of the Agreement, as described in Article 2 and the Consultant Service Order. Any Services not specifically enumerated as Additional Services (as defined herein) shall also be considered Basic Services. 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. In all respects hereunder, City's obligations and performance is pursuant to City's position as the owner of the Project acting in its proprietary capacity. In the event City exercises its regulatory authority as a governmental body including, but not limited to, its regulatory authority for code inspections and issuance of Building Department permits, Public Works Department permits, or other applicable permits within its jurisdiction, the exercise of such regulatory authority and the enforcement of any Applicable Laws shall be deemed to have occurred pursuant to City's regulatory authority as a governmental body and shall not be attributable in any manner to City as a Party to this Agreement. CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall also be construed to include any duly authorized representatives designated by the City Manager in writing, including the Project Administrator, with respect to any specific matter(s) concerning the Services and/or this Agreement (exclusive of those authorizations reserved to the City Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction over the Project). CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean the amount budgeted and established by the City to provide for the cost of construction of the Work for the Project ("Construction Cost"), as set forth in the Consultant Service Order. CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final (100% completed) plans, technical specifications, drawings, schematics, documents, and diagrams prepared by the Consultant pursuant to this Agreement, setting forth in detail the requirements for the construction of the Project. The Construction Documents shall set forth in full all details necessary to complete the construction of the Project in accordance with the Contract Documents. Construction Documents shall not be part of the Contract Documents, until (a) the Consultant has submitted completed Construction Documents to the City and (b) they have been reviewed and approved by the City and any agencies having jurisdiction in accordance with the procedures as otherwise provided by the Contract Documents. However, approval by the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or excuse Consultant's obligations to ensure the Construction Documents are constructible, in compliance with all Applicable Laws and in accordance with the Contract Documents. CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall mean the qualified and properly professionally licensed design professional in the State of Florida and as otherwise required by any entities, agencies, boards, governmental authorities and/or any other professional organizations with jurisdiction governing the professional practice area for which the design professional has been engaged by City and who will perform (or cause to be performed through Subconsultants acceptable to the City) all architectural, design and engineering services required under this Agreement and/or Consultant Service Order and will serve as the "architect of record" and/or "engineer of record" for the Project. When the term "Consultant" is used in this Agreement it shall also be deemed to include any officers, employees, or agents of Consultants, and any other person or entity acting under the supervision, direction, or control of Consultant to provide any architectural, design, engineering or similar professional services with respect to a Project ("Subconsultants"). The Consultant shall not be replaced by any other entity, except as otherwise permitted in this Agreement. Further, any Subconsultant that may perform services on behalf of the Consultant shall be a qualified and properly professionally licensed design professional in the State of Florida and as otherwise required by any entities, agencies, boards, governmental authorities and/or any other professional organizations with jurisdiction governing the professional practice area for which the Subconsultant has been engaged by Consultant to perform professional design services in connection with the Project. The Subconsultants in Schedule "C", attached hereto, are hereby approved by the City Manager for the Project. CONSULTANT SERVICE ORDER: Consultant Service Order shall mean the work order issued by the City to Consultant (in substantial form as in Schedule A attached hereto), that specifically describes and delineates the particular Services (Basic Services and/or Additional Services) which will be required of Consultant for the Project that is the subject of such Consultant Service Order, and which may include studies or study activity, and/or professional services as defined in Section 287.055 of the Florida Statutes. CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between City and Consultant, covering changes, additions, or reductions in the terms of this Agreement including, without limitation, authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fee and/or completion dates. Contract Amendments shall be approved by the City Commission if they exceed fifty thousand dollars ($50,000.00). Even for Contract Amendments of fifty thousand dollars ($50,000.00) or less (or other such threshold contract amount as may be specified by the City of Miami Beach Procurement Ordinance), the City Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, Consultant Service Orders and written amendments issued thereto), and all Design Documents and Construction Documents. The Contract Documents shall also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the Invitation to Bid (ITB), instructions to bidders, bid form, bid bond, Design Criteria Package (if any), the Contract for Construction, surety payment and performance bonds, Conditions of the Contract for Construction (General, Supplementary, and other Conditions), Divisions 0-17 specifications, an approved Change Order(s), approved Construction Change Directive(s), and/or approved written order(s) for a minor change in the Work. 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, including, without limitation, a general contractor, construction manager, design- builder or any other duly licensed construction contractor selected pursuant to any other procurement methodology available under Florida law. 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. DESIGN CRITERIA PACKAGE or DCP: "Design Criteria Package" means concise, performance-oriented drawings or specifications of a design-build Project, prepared for the purpose of furnishing sufficient information to permit design-build firms to prepare a bid or a response to a City request for proposal, or to permit the City to enter into a negotiated design- build contract. The Design Criteria Package must specify performance-based criteria for the design-build Project, including the legal description of the site, survey information concerning the site, interior space requirements, material quality standards, schematic layouts and conceptual design criteria of the project, cost or budget estimates, design and construction schedules, site development requirements, provisions for utilities, stormwater retention and disposal, and parking requirements applicable to the project. DESIGN DOCUMENTS: "Design Documents" means all plans, drawings specifications, schematics and all other documents which set forth in full the design of the Project and fix and describe in detail the size, configuration and character of the Project concerning all items of the Project necessary for the final preparation of the 100% completed, permitted Construction Documents in accordance with the requirements of the Contract Documents including, without limitation, all architectural and engineering elements as may be appropriate. Design Documents shall not be part of the Contract Documents, until (a) the Consultant has submitted completed Design Documents to the City and (b) they have been reviewed and approved by the City and agencies having jurisdiction in accordance with the procedures as provided by the Contract Documents. However, approval by the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or excuse Consultant's obligations to ensure the Design Documents are constructible, in compliance with all Applicable Laws and in accordance with the Contract Documents. 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 a hurricane, tornado, flood, loss caused by fire and other similar unavoidable casualties; or other causes beyond the City's or Consultant's control that are not due to any act, omission or negligence of either City or Consultant and, which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of City or Consultant 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 Subconsultants, the Contractor and its 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 Administrator 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. PROJECT: The "Project" shall mean that certain City capital project described in the Consultant Service Order. Project Cost: The "Project Cost", shall mean the estimated total cost of the Project, as prepared and established by the City, including the estimated Construction Cost and Soft Costs. The Project Cost may, from time to time, be revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. Project Scope: The "Project Scope" shall mean the description of the Project, as described in the Consultant Service Order. PROJECT ADMINISTRATOR: The "Project Administrator" shall mean the individual designated by the City Manager who shall be the City's authorized representative to issue directives and notices on behalf of the City with respect to all matters concerning the Services of this Agreement (exclusive of those authorizations reserved to the City Manager or City Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction over the Project). PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the RFQ, together with all amendments or addenda thereto (if any), 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. Consultant's proposal in response to the RFQ is included for reference purposes only and shall not be incorporated as part of this Agreement, except with respect to Consultant's representations regarding the qualifications and experience of Consultant and its key personnel, its commitment to provide the key personnel listed therein, and its capability to perform and deliver the Services in accordance with this Agreement and consistent with the all representations made therein. SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A— Consultant Service Order Schedule B —Consultant Compensation and Hourly Billing Rate Schedule. Schedule C —Approved Subconsultants. 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. SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed pursuant to or undertaken under this Agreement. SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys, testing, general consultant, financing, permitting fees and other similar costs, as determined by the City, that are not considered as direct costs for the construction of the Project. STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable Construction Cost" shall mean the detailed estimate prepared by Consultant in Construction Standard Index (CSI) format or other format approved by the Project Administrator, which includes the Consultant's estimated total construction cost to the City of the Work for the Project (as established in the Contract Documents, as they may be amended from time to time). The Statement of Probable Construction Cost shall be in sufficient detail to identify the costs of each element of the Project and include a breakdown of the fees, general conditions and construction contingency for the Project. Costs shall be adjusted to the projected bid date to take into account anticipated price escalation. WORK: 'Work" shall mean all labor, materials, equipment, supplies, tools, machinery, utilities, fabrication, transportation, insurance, bonds, permits and conditions thereof, building code changes and government approvals, licenses, tests, quality assurance and/or quality control inspections and related certifications, surveys, studies, and other items, work and services that are necessary or appropriate for the total construction, installation, and functioning of the Project, together with all additional, collateral and incidental items, and work and services required for delivery of a completed, fully functional and functioning Project as set forth in the Contract Documents. ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services for the Project, specifically described in the Consultant Service Order. 2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager or the Project Administrator. Consultant shall countersign the Consultant Service Order upon receipt and return the signed copy to the City. 2.3 As it relates to the Services and the Project, Consultant warrants and represents to the City that it is knowledgeable of and shall comply with all Applicable Laws. The Consultant agrees to comply with all Applicable Laws, whether now in effect or as may be amended or adopted from time to time, and shall further take into account all known pending changes to the foregoing of which it should reasonably be aware. 2.4 The Consultant warrants and represents to the 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 the City that it is responsible for the technical accuracy of the Services (including, without limitation, the Design Documents contemplated in Schedule "A" hereto). 2.5 The Consultant's Basic Services may consist of various tasks, including planning, design, bidding/award, preparation of a DCP, studies, construction administration, and Additional Services (as may be approved), all as further described in the Consultant Service Order; and shall also include any and all of Consultant's responsibilities and obligations with respect to the Project, as set forth in the General Conditions of the Contract for Construction. 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: No action or omission by City shall waive or excuse Consultant's obligations under the Agreement and/or other Contract Documents and that Consultant shall remain fully liable for all work performed by Consultant including, without limitation, any negligent design errors or omissions. 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 any Subconsultants), for the accuracy and competency of the Design Documents and Construction Documents, nor shall any City approval and/or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in the Design Documents and the Construction Documents. Moreover, neither the City's inspection, review, approval or acceptance of, nor payment for, any Services required under the Agreement shall be construed to relieve the Consultant (or any Subconsultant) 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 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 to comply with the terms and conditions of the Agreement or by the Consultant's misconduct, unlawful acts, negligent acts, errors or omissions in the performance of the Agreement. 2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in this respect, the parties agree as follows: 2.7.1 Term: The term of this Agreement shall commence upon execution by the City and Consultant, which shall be the Effective Date referred to on page 1 hereof, and shall be in effect for three (3) years ("Initial Term"), plus two (2), one (1) year renewal options, to be exercised at the sole discretion of the City Manager (Initial Term and any renewals shall be collectively referred to as the "Term"). Notwithstanding the preceding Term, Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the Consultant Service Order, including the time for completion of the work and/or services for such Project (as set forth in the particular Consultant 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 Recognizing that the construction of other projects within the City may affect scheduling of the construction for the Project, the Consultant shall diligently coordinate performance of the Services with the City (through the Project Administrator) 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 Subconsultants, as well as other consultants, including, without limitation, City provided consultants (if any). 2.7.4 The Services shall 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 authorities having jurisdiction over the Project) to approve the Consultant's submissions, or any other portion of the Services requiring approval by the City (or other governmental authorities having jurisdiction over the Project). Consultant shall immediately provide the Project Administrator 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 Administrator may require), the Project Administrator 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 Administrator's approval (if granted) shall be in writing. 2.8 Consultant shall use reasonable efforts to maintain a constructive, professional, cooperative working relationship with the Project Administrator, Contractor, and any and all other individuals and/or firms that have been contracted, or otherwise retained, to perform work on the Project. 2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant Service Order, in a competent, timely and professional manner, and shall be responsible to the City for any failure in its performance, except to the extent that acts or omissions by the City make such performance impossible. 2.10 The Consultant is responsible for the professional quality, technical accuracy, completeness, performance and coordination of all Services required under the Agreement and under the Consultant Service Order (including the services performed by Subconsultants), 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 such Services in the State of Florida. The Consultant is responsible for, and shall represent to City that the Services conform to the City's requirements, the Contract Documents and all Applicable Laws. 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 Services. 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. The Consultant shall also be liable for the replacement or repair of any defective materials and equipment and re-performance of any non-conforming construction work resulting from such deficient Services (i) for a period from the Effective Date of this Agreement, until twelve (12) months following final acceptance of the Work, (ii) or for the period of design liability required by applicable law, whichever is later. The Project Administrator shall notify the Consultant, in writing, of any deficiencies and shall approve the method and timing of the corrections. 2.10.1 The Consultant shall be responsible for deficient, defective Services and any resulting deficient, defective construction work re-performed within twelve (12) months following final acceptance and shall be subject to further re-performance, repair and replacement for twelve (12) months from the date of initial re-performance, not to exceed twenty-four months (24) from final acceptance. 2.11 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. 2.11.1 The Consultant is advised that a performance evaluation of the Services rendered throughout this Agreement will be completed by the City and kept in the City's files for evaluation of future solicitations. 2.12 Consultant agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and/or perform such Service(s), it shall employ and/or retain only qualified duly licensed certified personnel to provide same. 2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a fully executed Consultant Service Order, a qualified licensed professional to serve as its project manager (hereinafter referred to as the "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of the Services. Consultant's Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or the Project Administrator. Replacement (including reassignment) of an approved Project Manager shall not be made without the prior written approval of the City Manager or his designee (i.e. the Project Administrator). 2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or the Project Administrator (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 Subconsultants). 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 the Project Administrator, 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 Subconsultants to comply with this subsection. 2.15 The City and Consultant acknowledge that the Services, as described in the Agreement and the Consultant Service Order, 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, then Consultant shall promptly notify the Project Administrator, in writing, and shall obtain the Project Administrator'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 Administrator, 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 the Scope of Services). Mere notice by Consultant to the Project Administrator shall not constitute authorization or approval by the City to perform such work. Performance of any such work and/or services by Consultant without the prior written consent of the Project Administrator shall be undertaken at Consultant's sole risk and liability. 2.16 Consultant shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and/or records. In addition, Consultant shall provide electronic document files to the City upon completion of the Project. 2.17 THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR PERFORM IN ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE AGREEMENT OR OTHER CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR ASSISTANCE TO THE CONSULTANT SHALL BE AT ITS SOLE DISCRETION AND SHALL NOT, IN ANY WAY, BE CONSTRUED, INTERPRETED AND/OR CONSTITUTE AN ASSUMPTION BY THE CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER OF CONSULTANT'S OBLIGATIONS AND/OR EXCUSE ANY BREACH BY CONSULTANT OF ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS. THE PARTICIPATION IN THE PERFORMANCE OF ANY OF CONSULTANT'S OBLIGATIONS SHALL NOT PRECLUDE THE CITY FROM DECLARING CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE TO PERFORM SUCH OBLIGATION, NOR SHALL IT LIMIT, IN ANY WAY, THE CITY'S RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE CONSULTANT EXPRESSLY ACKNOWLEDGES AND AGREES NOT TO RAISE OR ASSERT AS DEFENSE TO ANY CLAIM, ACTION, SUIT AND/OR OTHER PROCEEDING OF A SIMILAR NATURE, THE CITY'S PARTICIPATION, ASSISTANCE AND/OR FACILITATION IN THE PERFORMANCE OF CONSULTANT'S OBLIGATIONS. INCLUDING, WITHOUT LIMITATION, ASSISTING WITH OBTAINING PERMITS OR WITH COORDINATION WITH UTILITIES, OR OTHER MATTERS RELATED TO THE PROJECT. IN THE EVENT OF ANY CONFLICT BETWEEN THIS SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER CONTRACT DOCUMENTS, THIS SECTION SHALL GOVERN. 2.18 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 (LEED) compliance requirements. 2.19 SUBCONSULTANTS: All services provided by Subconsultants 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 Subconsultants, 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 Subconsultants. The Consultant shall not retain, add, or replace any Subconsultant without the prior written approval of the City Manager, in response to a written request from the Consultant stating the reasons for any proposed substitution, which shall not be unreasonably withheld. The Consultant shall cause the names of Subconsultants responsible for significant portions of the Services to be inserted on the plans and specifications. The Consultant shall be ultimately responsible for ensuring the Consultant's and all of its Subconsultants' compliance with the requirements of this Section and any other provision of the Agreement and/or Consultant Service Order. With respect to the performance of work by Subconsultants, the Consultant shall, in approving and accepting such work, ensure, within the standard of care, the professional quality, completeness, and coordination of the Subconsultant's work. The Consultant shall, upon the request of the City, submit to the City such documentation and information as the City reasonably requests to evidence the creation, standing, ownership and professional licensure of the Consultant (and Subconsultants), including organizational documents, operating agreements and professional licensure documentation, and copies of the Consultant's contracts with the Subconsultant with respect to the Project. However, the City's failure to request such documentation or evidence and/or failure to enforce in any way the terms and provisions of this Section, the Agreement and/or any other Consultant Service Order during the Project does not excuse, waive and/or condone in any way any noncompliance of the requirements set forth therein including, without limitation, the professional licensure requirements. Any approval of a Subconsultant by the City shall in no way shift from the Consultant to City the responsibility for the quality and acceptability of the services performed by the Subconsultant. Payment of Subconsultants shall be the sole responsibility of the Consultant, and shall not be cause for any increase in compensation to the Consultant for payment of the Services. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Administrator, who shall be the City's authorized representative to act on City's behalf with respect to the City's responsibilities or matters requiring City's approval under the Contract Documents. The Project Administrator shall be authorized (without limitation) to transmit instructions, receive information, and interpret and define City policies and decisions with respect to the Services and the Project. The Project Administrator shall have full authority to require the Consultant to comply with the Contract Documents, provided, however, that any failure of the Project Administrator to identify any noncompliance, or to specifically direct or require compliance, shall in no way constitute a waiver of, or excuse, the Consultant's obligation to comply with the requirements of the Contract Documents. 3.2 The City shall make available to Consultant, for the convenience of the Consultant only, 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 and assumes no responsibility whatsoever with respect to, the sufficiency, completeness or accuracy of such information. The Consultant understands, and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems necessary all information furnished by the City, and that it is solely responsible for the accuracy and applicability of all such information used by Consultant. Such verification shall include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the reliability of the information. 3.3 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 Subconsultants or vendors). 3.4 If the City observes or otherwise becomes aware of any fault or defect in the Project, or non-conformance with the Contract Documents, the City, through the Project Administrator, shall give prompt written notice thereof to the Consultant. 3.5 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. 3.6 The City Commission shall be the final authority to do or to approve the following actions or conduct, by passage of an enabling resolution or amendment to this Agreement: 3.6.1 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. 3.6.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement. Assignment and transfer shall be defined to also include sale of the majority of the stock of a corporate consultant. 3.6.3 The City Commission shall approve or consider all Contract Amendments that exceed the sum of fifty thousand dollars ($50,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.7 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. 3.7.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any Subconsultants (and any replacements). 3.7.2 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. 3.7.3 At the request of Consultant, the City Manager shall be authorized, but not required, to reallocate monies already budgeted toward payment of the Consultant; provided, however, that the Consultant's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be in its sole and reasonable discretion. 3.7.4 The City Manager may approve Contract Amendments which do not exceed the sum of fifty thousand dollars ($50,000.00) (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. 3.7.5 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. 3.7.6 The City Manager shall be the City Commission's authorized representative with regard to acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). 3.8 The City's review, evaluation, or comment as to any documents prepared by or on behalf of the Consultant shall be solely for the purpose of the City's determining for its own satisfaction the suitability of the Project, or portions thereof, detailed in such documents for the purposes intended therefor by the City, and may not be relied upon in any way by the Consultant or any other third party as a substantive review thereof. ARTICLE 4. INTENTIONALLY OMITTED ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services shall only be performed by Consultant following receipt of written authorization by the Project Administrator (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; a lump sum to be negotiated at the time of the request for additional services or an hourly fee (in accordance with the rates in Schedule "B" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant shall not exceed without further written authorization of the Project Administrator. 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 include the following: 5.2.1 Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities, and surveys or inventories in connection with construction performed by City. 5.2.2. Unforeseen Conditions. Providing additional work relative to the Project which arises from subsequent circumstances and causes which could not reasonably have been foreseen at the time of the Consultant Service Order (excluding conditions determined by all prior studies available to Consultant and excluding circumstances and causes resulting from negligent error, omission, inadvertence, or negligence of Consultant). 5.2.3. City-Requested Revisions to Construction Documents: Making revisions to Construction Documents resulting in or from City-requested changes in Scope of Work involving new program elements, when such revisions are inconsistent with written approvals or instructions previously given by City and/or are due to causes beyond the control of Consultant. 5.2.4 Expert Witness: Except insofar as the Consultant is required by legal process or subpoena to appear and give testimony, preparing to serve or serving as an expert witness in connection with any state or federal court action to which the Consultant is not a party in its own name, that is not instituted by the Consultant or in which the performance of the Consultant is not in issue. 5.2.5 Procurement: Assistance in connection with bid protests, re-bidding, or re- negotiating contracts (except for Contract Document revisions and re-bidding services required under Section 4.4 hereof, which shall be provided at no additional cost to City). 5.2.6. Models: Preparing professional perspectives, models or renderings in addition to those provided for in this Agreement except insofar as these are otherwise useful or necessary to the Consultant in the provision of Basic Services. 5.2.7. Threshold Inspection/Material Testing and Inspection: Providing threshold inspection services and material testing/special inspection services, provided that Consultant, as part of the Basic Services, shall report on the progress the Work, including any defects and deficiencies that may be observed in the Work. 5.2.8 Pre-Desiqn Surveys & Testing: Environmental investigations and site evaluations, provided, however, that surveys of the existing structure required to complete as-built documentation are not additional services. 5.2.9 Geotechnical engineering. Providing geotechnical engineering services or site surveys. 5.2.10 Stakeholder Engagement and Communications. Assist as needed with matters relating to stakeholder engagement and communications. Except as specified herein, services that are required for completion of the Construction Documents shall be part of Consultant's Basic Services. ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses must be authorized, in advance, in writing, by the Project Administrator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the Project Administrator (along with any supporting receipts and other back-up material requested by the Project Administrator). 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." Reimbursable Expenses may include, but not be limited to, the following: Cost of reproduction, courier, and postage and handling of drawings, plans, specifications, and other Project documents (excluding reproductions for the office use of the Consultant and its Subconsultants, and courier, postage and handling costs between the Consultant and its Subconsultants). Costs for reproduction and preparation of graphics for community workshops. 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 the City and Consultant, and shall be set forth in the Consultant Service Order. 7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the Project Administrator. 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. In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the percentage of completion of the Project and the total estimated fee to completion. 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "B," 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, up to the "Not to Exceed" Reimbursable allowance amount in the Consultant Service Order 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. 7.5 ESCALATION: The initial hourly rates shall remain constant for the Initial Term of the agreement. Ninety (90) days prior to expiration of the Initial Term, the City may consider an adjustment to the preceding year's unit costs for the subsequent year. Only request for increases based on a corresponding increase in the Consumer Price Index for All Urban Consumers; U.S. City average (1982-84=100), as established by the United States Bureau of Labor Statistics ("CPI"), or material adjustments to the scope or requirements of the RFQ by the City, including (but not limited to) living wage increases, will be considered. In the event that the City determines that the requested increase is unsubstantiated, the Consultant agrees to perform all duties at the current cost terms. 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 Administrator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the work performed and for Not to Exceed Consultant Service Orders; the total hours of work performed by employee category; and the respective hourly billing rate associated therewith. In the event Subconsultant 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 Administrator 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) for Not to Exceed Consultant Service Orders. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 8.1 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. 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 Subconsultants to the requirements of this Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in its native electronic form, 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 Administrator in their native electronic form, as required in the Consultant Service Order 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 Subconsultants to the Agreement requirements for re-use of plans and specifications. ARTICLE 10. TERMINATION OF AGREEMENT 10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City. 10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1) violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial written notice of default from the City). 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Consultant shall be liable to the City for any additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay Consultant for those Services satisfactorily performed and accepted prior to the date of termination (as such date is set forth in, or can be calculated from, the City's initial written default notice). Upon payment of any amount which may be due to Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to Consultant. 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 Administrator any and all Project documents prepared (or caused to be prepared) by Consultant(including, without limitation, those referenced in subsection 9.1 hereof). The City shall not be responsible for any cost incurred by Consultant for assembly, copy, and/or delivery of Project documents pursuant to this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the City through the City Manager, may also terminate this Agreement, upon fourteen (14) days prior written notice to Consultant, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be in the best interest of the City. In the event the City terminates the Agreement for convenience, Consultant shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), and for Consultant's costs in assembly and delivery to the Project Administrator 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 Administrator; (3) terminate all existing orders and subcontracts; and (4) promptly assemble all Project documents (for delivery to the Project Administrator). 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 Administrator: (a) Workers' Compensation and Employer's Liability per the Statutory limits of the State of Florida. (b) Commercial General Liability on a comprehensive basis in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. (c) Automobile Liability Insurance covering all owned, non-owned and hired vehicles used in connection with the work, in an amount not less than $1,000,000 combined single limit per occurrence for bodily injury and property damage. (d) Professional Liability Insurance in an amount not less than $1,000,000 with the deductible per claim, if any, not to exceed 10% of the limit of liability. 11.2 Except for Professional Liability, Workers Compensation, and Employer's Liability, the City must be named as and additional insured on the liability policies; and it must be stated on the certificate. 11.3 The Consultant must give the Project Administrator at least thirty (30) days prior written notice of cancellation or non-renewal of any required insurance coverage. All certificates and endorsements shall contain this requirement. 11.4 The insurance must be furnished by an insurance company rated A:V 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. 11.5 Consultant shall provide the Project Administrator 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 To the fullest extent permitted by Section 725.08, Florida Statutes, the Consultant shall indemnify and hold harmless the City, its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees where recoverable by law, 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. The Consultant shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon.Consultant expressly understands and agrees that any insurance protection required by this Agreement or otherwise provided by Consultant shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided. 12.2 The Consultant agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the Consultant in which the City participated either through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes or shares any responsibility or liability of the Consultant (including, without limitation its Subconsultants 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 caused by a negligent error or omission 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 resulting from a negligent error or omission shall be calculated as the total cost of any damages or incremental costs to the City resulting out of the negligent errors or omissions by the Consultant, including, without limitation, the direct, indirect and/or consequential damages resulting from the Consultant's negligent errors and/or omissions or any combination thereof. Damages shall include delay damages caused by the negligent error or omission. Should the Consultant disagree that all or part of such damages are the result of negligent errors or omissions, the Consultant may appeal this determination, in writing, to the applicable Assistant City Manager or the City Manager. The Project Administrator's decision on all claims, questions and disputes shall be final, conclusive and binding upon the parties hereto for purposes of the administration of the Project (and without waiving any claims or defenses of the Consultant with respect to the underlying dispute). 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 the "not to exceed" amount of the fee paid to Consultant under this Agreement, less any amount(s) actually paid to Consultant hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with Consultant's recovery from the City for any damages for action for breach of contract to be limited to Consultant's "not to exceed" fee under this Agreement, 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 of the "not to exceed amount" of Consultant's fees under this Agreement, which amount shall be reduced by any amount(s) actually paid by the City to Consultant hereunder. Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida Statutes. SUBJECT TO CONSULTANT'S COMPLIANCE WITH THE REQUIREMENTS OF SECTION 558.0035, FLORIDA STATUTES, A DESIGN PROFESSIONAL WHO IS AN INDIVIDUAL EMPLOYEE OR AGENT OF CONSULTANT MAY NOT BE HELD INDIVIDUALLY LIABLE FOR NEGLIGENCE OCCURRING WITHIN THE COURSE AND SCOPE OF THIS PROFESSIONAL SERVICES AGREEMENT. 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: Jimmy L. Morales, City Manager With a copy to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Roy Coley, Assistant Department Director/Infrastructure Director All written notices given to the Consultant from the City shall be addressed to: Hazen and Sawyer 999 Ponce de Leon Blvd. Suite 1150 Coral Gables, FL. 33134 Attn: Patricia A. Carney, P.E. All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bid on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. For violation of this subsection by Consultant, City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of Consultant 16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual or firm, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this subsection, City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 16.5 LAWS AND REGULATIONS: 16.5.1 The Consultant shall, during the Term of this Agreement, be governed by all Applicable Laws which may have a bearing on the Services involved in the Project. 16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt from the provisions of Section 119.07(1), Florida Statutes (inspection and copying of public records), and s. 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or related to the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16.5.2.1 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 Subconsultants 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 Subconsultants agree in writing that the Project documents are to be kept and maintained in a secure location. 16.5.2.3 Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. 16.5.2.4 A log is developed to track each set of documents logging in the date, time, and name of the individual(s) that work on or view the documents. 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without added compensation, all necessary supplemental documents to correct negligent errors, omissions, and/or ambiguities which may exist in the Contract Documents prepared by Consultant, including documents prepared by its Subconsultants. Compliance with this subsection shall not be construed to relieve the Consultant from any liability resulting from any such negligent errors, omissions, and/or ambiguities in the Contract Documents and other documents or Services related thereto. 16.7 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 Subconsultants, subject to the prior written approval of the City Manager. 16.8 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. 16.9 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries, wages, materials, equipment, Subconsultants, and other purchased services, etc., as necessary to complete said Services. 16.10 INTENT OF AGREEMENT: 16.10.1 The intent of the Agreement is for the Consultant to provide design and other 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. 16.10.2 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. 16.10.3 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. 16.11 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless memorialized in written document approval and executed with the same formality and of equal dignity herewith. IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. Attest / CITY OF MIA ��� Y2711-7 CIT CLE' B '�� • 0 of Attest f .. fr , 'NT:107,/ Hazen and Sawyer 1/ UATEC}A ./ 416.er � Signature/Secretary ,�• ,�c� /V' a Pre ident i4lki CH 2 ODeiri /Ativ Print Name Print Name APPROVED AS TO FORM &LANGUAGE &FOR EXECUTION .01.___24,1____ (42 City Attorney i/A) Date SCHEDULE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND HAZEN AND SAWYER, P.C. The Consultant will provide subject matter expertise to the City of Miami Beach on its Water and Wastewater systems. The Consultant must have a team of qualified individuals who can guide the City of Miami Beach through the decision-making process of making its water and wastewater systems resilient, environmentally responsible, dependable, and future proof. Proposer shall have an understanding of Miami Beach's vulnerabilities to climate change and sea level rise; familiar with the work and regional planning tools of the SE Florida Climate Change Compact and aware of the City's approach to incremental adaptation over time. The City interested in partnering with the most innovative and solutions-oriented engineers in the field dedicated to resilience and Miami Beach Rising Above. The services described in items I, and II are a priority and are intended to be awarded immediately. The services described in subsequent items may be awarded in the future. I. Develop Water System Capital Improvement Plan (CIP) 1. Prepare a description, and general inventory of the water distribution system based on review of existing database, maps, plans, reports, other City records, visits with staff, and field inspections. Visit existing facilities, and prepare an accurate, up-to-date description of the system. Document all parts of the existing water distribution system, including facilities, condition of equipment and system components. 2. Prepare a listing of CIP projects, with planning level cost estimates, based on priority developed with a matrix considering the likelihood of failure, and consequence of failure. The planning document should include approximately 20 years of work. I. Develop Wastewater Collection System CIP 1. Prepare a description, and general inventory of the wastewater collection system based on review of existing database, maps, plans, reports, other City records, visits with staff, and field inspections. Visit existing facilities, and prepare an accurate, up-to-date description of the system. Document all parts of the existing wastewater collection system, including facilities, condition of equipment and system components. 2. Prepare a listing of CIP projects, with planning level cost estimates, based on priority developed with a matrix considering the likelihood of failure, and consequence of failure. The planning document should include approximately 20 years of work. II. Water and/or Wastewater Systems Master Planning 1. Master plans to include, but not limited to water, quality and service goals, present and future system deficiencies, engineer's recommended alternatives for achieving goals and correcting deficiencies, and recommended implementation schedule. III. Water and/or Wastewater Systems Hydraulic Modeling 1. Conduct hydraulic modeling evaluation of entire system or the specific areas required. Include the following, but not limited to, calibrate the model using field measurements and observations, prepare and submit a hydraulic model design elements report, and prepare a system capacity and expansion report. IV. Water and/or Wastewater Systems expansion and/or replacement construction design, including pumping stations 1 . Provide engineer signed and sealed plans for improvements identified in the master plans, hydraulic modeling, or other needs as directed by the City of Miami Beach. Plans are to be based on good engineering practices, and performed by an engineer(s) qualified in the State of Florida to perform such work. V. Construction Management Services. 1. Provide construction management services which may include (but not be limited to): (1) assist with design development of third parties to ensure intended goals are achieved; (2) provide budget development, estimating and value engineering services; (3) assist the City with the bidding process for applicable projects; (4) assist with jurisdictional reviews and project related mitigation issues; (5) construction related activities and reviews, including pay applications; (6) project close-out and occupancy. VI. Project Studies and Reports. 1. Provide applicable project studies and reports, including (but not limited to) bond feasibility reports, construction feasibility and constructability reports, project schedules, and reports or studies required by agencies with jurisdiction over the scope of work. CONSULTANT SERVICE ORDER Service Order No. _ for Consulting Services. TO: HAZEN AND SAWYER, P.C. PROJECT NAME: Project Name DATE: Pursuant to the agreement between the City of Miami Beach and Consultant for WATER & WASTEWATER SYSTEMS CONSULTANT (RFQ 2017-129-KB) you are directed to provide the following services: SCOPE OF SERVICES: Per attached proposal dated , to be considered part of this Agreement. Estimated calendar days to complete this work: Days Original Service Order Amount: $ Total From Previous Additional Service Orders: $ Fee for this Service Order is Lump Sum/Not to Exceed amount of: Total Agreement to Date: $ City's Project Date Coordinator/Manager Assistant Director Date Consultant. Date Project Administrator-Director Date SCHEDULE B CONSULTANT COMPENSATION Schedule of Payments Planning Services * $XXXXXXXX Design Services* $XXXXXXXX Bidding and Award Services $XXXXXXXX Construction Administration ** $XXXXXXXX Reimbursable Allowance*** $XXXXXXXX Note*: These services will be paid lump sum based on percentage complete of each phase as identified in the individual tasks. Note**: Construction Administration will be paid on a monthly basis upon commencement of construction. In the event that, through no fault of the Consultant, Construction Administration services are required to be extended, which extension shall be subject to prior City approval, and what shall be at the City's sole discretion, the Consultant agrees to extend said services for $XXXXXX, per month, for the duration required to complete the Project. Note***: The Reimbursable Allowance belongs to the City and must be approved in writing, in advance, by the Project Administrator. Unused portions will not be paid to the Consultant. HOURLY BILLING RATE SCHEDULE HAZEN AND SAWYER Labor Category Hourly Rate Vice President $280.00 Senior Associate $238.00 Associate $188.00 Senior Principal Engineer $172.00 Senior Principal Scientist $164.00 Principal Engineer $136.00 Engineer/Assistant Engineer $113.00 Scientist/Assistant Scientist $88.00 Senior Principal Designer $159.00 Principal Designer $141.00 Senior Field Coordinator $144.00 Field Inspector $85.00 Administrator $85.00 Technician $69.00 Firm: BCC Engineering Labor Category Hourly Rate Project Manager $194.00 Senior Engineer $175.00 Project Engineer $123.00 Engineering Intern $89.00 Designer $108.00 CADD Technician $75.00 Firm: CES Consultants, Inc. Labor Category Hourly Rate Principal $275.75 Project Manager Senior $243.69 Project Engineer Senior $185.50 Project Engineer $165.50 Engineer $134.75 Inspector $85.00 CADD Manager $152.00 CADD Operator $115.00 Clerk $80.00 Firm: Universal Engineering Sciences Labor Category Hourly Rate Principal Engineer $151.00 Senior Geotechnical Engineer $143.00 Project Geotechnical Engineer $120.00 Staff Geotechnical Engineer $90.00 Senior Driller $65.00 Engineering Technician $45.00 Draftsman $72.00 Firm: Longitude Surveyors Labor Category Hourly Rate Principal $187.62 Surveyor&Mapper $113.80 Draftsperson $101.16 Admin/Clerical $50.00 Survey Crew Member $62.32 Survey Designating Crew Member $119.55 Survey VAC Crew Member $135.05 SCHEDULE C APPROVED SUBCONSULTANTS 1. BCC Engineering, Inc 2. CES Consultants, Inc 3. Longitude Surveyors, LLC 4. Universal Engineering Sciences, Inc ATTACHMENT A RESOLUTION, COMMISSION ITEM, AND COMMISSION MEMORANDUM 2017-29853 RESOLUTION NO. A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING IN PART THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ)NO. RFQ 2017-129-KB FOR ENGINEERING SERVICES FOR WATER& WASTEWATER SYSTEMS PROJECTS; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH HAZEN & SAWYER, P.C., AS THE TOP RANKED PROPOSER, TO SERVE AS THE CITY'S PRIME/LEAD CONSULTANT; AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH CH2M HILL ENGINEERS, INC., AS THE SECOND RANKED PROPOSER, TO SERVE AS A CO-PRIME/LEAD CONSULTANT; FURTHER, ESTABLISHING A POOL OF PRE-QUALIFIED CONSULTANTS FOR SPECIFIC TASKS RELATING TO WATER AND WASTEWATER PROJECTS, ON AN AS-NEEDED BASIS, AND WITH RESPECT TO THE PRE-QUALIFIED CONSULTANT POOL, AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH 300 ENGINEERING GROUP, P.A.,AS THE THIRD RANKED PROPOSER;AECOM TECHNICAL SERVICES,INC.,AS THE FOURTH RANKED PROPOSER; KING ENGINEERING ASSOCIATES, INC., AS THE FIFTH RANKED PROPOSER; AND WADE TRIM, INC., AS THE SIXTH RANKED PROPOSER; AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AGREEMENTS WITH EACH OF THE FOREGOING PROPOSERS UPON CONCLUSION OF SUCCESSFUL NEGOTIATIONS BY THE ADMINISTRATION, PROVIDED, HOWEVER, THAT THE AWARD OF ANY PROGRAM MANAGEMENT SERVICES SHALL BE SUBJECT TO THE ADVANCE APPROVAL OF THE MAYOR AND CITY COMMISSION. WHEREAS, on March 22, 2017, the City Commission approved the issuance of Request for Qualifications (RFQ) No. 2017-129-KB for Engineering Services for Water & Wastewater Systems Projects;and WHEREAS, Request for Qualifications No. 2017-129-KB (the "RFQ") was released on March 24,2017; and WHEREAS,a voluntary pre-proposal meeting was held on April 5, 2017;and WHEREAS,on April 25,2017,the City received a total of 17 proposals;and WHEREAS,the Committee convened on May 2, 2017 to review and score the remaining proposals;and WHEREAS,the Committee was provided an overview of the project, information relative to the City's Cone of Silence Ordinance and the Government Sunshine Law,general information on the scope of services,and a copy of each proposal;and WHEREAS,the Committee's ranking was as follows: Hazen &Sawyer, P.C., as the top ranked proposer; and with respect to the pool of pre-qualified consultants for specified tasks on an as-needed basis, recommended CH2M Hill Engineers, Inc., as the second ranked proposer; 300 Engineering Group, P.A.,as the third ranked proposer;AECOM Technical Services, Inc.,as the fourth ranked proposer; King Engineering Associates, Inc., as the fifth ranked proposer; and Wade Trim, Inc., as the sixth ranked proposer;and WHEREAS, after reviewing the qualifications of each firm, and having considered the Evaluation Committee's comments and rankings, the City Manager has recommended that the Mayor and the City Commission authorize the Administration to enter into negotiations with Hazen&Sawyer, P.C.,as the top ranked prime proposer to serve as the lead/prime consultant; and with respect to the pool of pre-qualified consultants for specified tasks on an as-needed basis, authorize negotiations with CH2M Hill Engineers, Inc., as the second ranked proposer; 300 Engineering Group,P.A.,as the third ranked proposer;AECOM Technical Services, Inc., as the fourth ranked proposer; King Engineering Associates, Inc., as the fifth ranked proposer; and Wade Trim, Inc.,as the sixth ranked proposer. NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby accept in part the recommendation of the City Manager pertaining to the ranking of proposals, pursuant to Request for Qualifications (RFQ) No. 2017-129-KB for Engineering Services for Water&Wastewater Systems Projects; authorize the Administration to enter into negotiations with Hazen&Sawyer, P.C., as the top ranked proposer,to serve as the City's Prime/Lead Consultant; authorize the Administration to enter into negotiations with CH2M Hill Engineers, Inc., as the second ranked proposer, to serve as a co-prime/lead consultant; further, establish a pool of pre-qualified consultants for specific tasks relating to Water and Wastewater Projects, on an as-needed basis, and with respect to the pre-qualified consultant pool, authorize the Administration to enter into negotiations with 300 Engineering Group, P.A., as the third ranked proposer; AECOM Technical Services, Inc., as the fourth ranked proposer; King Engineering Associates, Inc., as the fifth ranked proposer; and Wade Trim, Inc., as the sixth ranked proposer; and further authorize the Mayor and City Clerk to execute agreements with each of the foregoing proposers upon conclusion of successful negotiations by the Administration, provided, however, that the award of any program management services shall be subject to the advance approval of the Mayor and City Commission. PASSED AND ADOPTED this /7 day of N y 2 �/ Philip Levine,,May' ATTEST: / ` tomt / S , . Ra a Gra ado Ci ��erk �% %%% Eel 1 APPROVED AS TO ,„r g E..C�I FORM&LANGUAGE ir�_ j :r yy &FOR EXECUTION s`� �i j •?,0\>: 5(,,, i,7 : ,0. * ;a.„\C 4 :�. ' City Attorney p n? Date —.mut Resolutions-C7 E MIAMI BEACH COMMISSION MEMORANDUM TO: Honorable Mayor and Members of the City Commission FROM: Jimmy L. Morales,City Manager DATE: May 17,2017 SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY MANAGER, PURSUANT TO REQUEST FOR QUALIFICATIONS (RFP) NO. 2017-129-WG, FOR ENGINEERING SERVICES FOR WATER & WASTEWATER SYSTEMS PROJECTS. RECOMMENDATION Adopt the Resolution. ANALYSIS The City purchases treated potable water from Miami/Dade County, and resells it to its customers. There are multiple connections to the Miami/Dade County water transmission system. The City collects wastewater from its customers, including satellite cities,and conveys it to Miami/Dade County for treatment. The City provided (at its most recent count) potable water service to an estimated 10,414 domestic retail water accounts, and to approximately 2,958 irrigation (water-only) accounts. Expressed on an equivalent residential unit ("ERU") basis, the System provided service to about 29,001 domestic water ERUs and 8,443 irrigation ERUs. An ERU represents the average capacity for a single-family residential account (served by a 5/8-inch meter), and is used to measure the total customer base on an equivalent basis (how many total equivalent households are being served)since a significant number of customers may represent a single account that serves a large group of customers(e.g.,a condominium),or commercial customer that uses a large amount of water (e.g., a hospital or school). The ERUs were based on information published by the American Water Works Association regarding meter capacities, and which form the basis for the determination of meter equivalent factors. The City provided(at its most recent count)sanitary sewer service to an estimated 10,414 retail sanitary sewer accounts, and 29,001 sanitary sewer ERUs (all domestic water customers receive sanitary sewer service). The City also provides wholesale sanitary sewer to the Village of Bal Harbour, the Town of Bay Harbor Islands, the City of North Village, and the Town of Surfside(collectively,the"Satellite Cities"). The City is over 100 years old, and many of his assets are believed to have been installed Page 228 of 878 during the time of its inception. Improvements,and expansions have been made throughout the City's history, and a comprehensive review of the entire water, and wastewater infrastructure needs to be performed. It is the City's intention to develop, and implement a long-term capital improvement plan to best position the community with a resilient, robust, environmentally responsible,and future proof,water,and wastewater system to serve into perpetuity. The City requested proposals from qualified firms to provide Engineering Services for Water& Wastewater Systems Projects to meet the City's needs for professional engineering services relating to its water and wastewater infrastructure improvement goals. Through the referenced REQ.the City seeks to contract for the following: 1. Prime Consultant(s). The Prime Consultant shall act in the capacity of the City's lead consultant on its long term capital improvement projects for water and wastewater. The selected prime consultant shall provide the City with subject matter expertise to the City of Miami Beach on its water and wastewater systems. The Prime Consultant shall guide the City through the decision-making process of making its water and wastewater systems resilient,environmentally responsible,dependable,and future proof. 2. Pool of Pre-qualified Consultants.Additionally,to assist with smaller engagements relating to water and wastewater work (or related needs), the City intends to create a continuing pool of prequalified consultants in accordance with Section 287.055(2)(g). RFQ PROCESS On March 22, 2017, the City Commission approved to issue the Request for Qualifications(RFQ)No.2017-129-KB for Engineering Services for Water&Wastewater Systems Projects. On March 24, 2017, the RFQ was issued.A voluntary pre-proposal conference to provide information to the proposers submitting a response was held on April 5, 2017. RFQ responses were due and received on April 25, 2017. The City received a total of 17 proposals.The City received proposals from the following firms: • 300 Engineering Group, P.A. • A&P Consulting Transportation Engineers Corp. • AE COM Technical Services, Inc. • CH2M Hill Engineers,Inc. • Chen Moore and Associates, Inc. • CPH,Inc. • CPM North America PLLC • CSA Central, Inc. • Hazen and Sawyer,P.C. • HT&J,LLC • King Engineering Associates, Inc. • Lockwood,Andrews&Newnam, Inc. • Milian,Swain&Associates, Inc. • Pennoni Associates Inc. • R.J.Behar&Company,Inc. • Stantec Consulting Services Inc. • Wade Trim,Inc. On April 18,2017,the City Manager appointed the Evaluation Committee via LTC#206-2017. The Evaluation Committee convened on May 2, 2017, to consider proposals received. The committee was comprised of Roger Buell,Assistant City Engineer, Public Works Department, Page 229 of 878 City of Miami Beach; Roy Coley, Assistant Director/Infrastructure Director, Public Works Department, City of Miami Beach;Jay Fink,Assistant Director, Public Works Department, City of Miami Beach; Manny Marquez,Assistant Director, Finance Department, City of Miami Beach; and Margarita Wells, Acting Director, Environment & Sustainability Department, City of Miami Beach. The Committee was provided an overview of the project, information relative to the City's Cone of Silence Ordinance and the Govemment Sunshine Law. The Committee was also provided with general information on the scope of services and a copy of each proposal. The Committee was instructed to score and rank each proposal pursuant to the evaluation criteria established in the RFQ. The evaluation process resulted in the ranking of proposers as indicated in Attachment A, in the following order: 1, Hazen and Sawyer, P.C. 2. CH2M Hill Engineers, Inc. 3. 300 Engineering Group, P.A. 4. AECOM Technical Services, Inc. 5. King Engineering Associates, Inc. 6. Wade Trim, Inc. 7. Milian, Swain&Associates, Inc. 8. A&P Consulting Transportation Engineers Corp. 9. Pennoni Associates Inc. 10. Stantec Consulting Services Inc. 11. Chen Moore and Associates, Inc. 12. R.J.Behar&Company, Inc. 13. CPH, Inc. 14. HT&J,LLC 15. CPM North America PL LC 16. CSA Central, Inc. 17. Lockwood,Andrews&Newnam, Inc. A summary of each top-ranked firm follows: Hazen and Sawyer According to the information provided by the firm,Hazen's focus is exclusively on water, wastewater, and stormwater engineering. We stand out amongst our peers in terms of subject matter expertise, local capital/master planning experience, and water/wastewater engineering design. I n fact, Hazen currently provides the same services required by this contract to your neighbors including: Hialeah, Homestead, North Miami, Coral Gables, North Miami Beach, and Miami-Dade Aviation Department(MDAD). By leveraging this directly applicable experience for other local coastal cities and our subject matter experts, the Hazen team will deliver a capital and master plan that is Resilient, Innovative, Sustainable,and will foster Economic Growth. We are a ready to begin work and commit to providing a prioritized capital plan immediately. CH2M Hill Engineers.Inc. According to the information provided by the firm,CH2M fully supports and embraces the City's goal of developing resilient, robust water and wastewater systems in an environmentally responsible manner, as embodied in Miami Beach Rising Above.Thier worldclass experience —both in South Florida and around the globe—provides the local knowledge and industry leadership that are essential for developing the water and wastewater infrastructure that will Page 230 of 878 serve the City reliably and cost-effectively for many years to come. Industry Leading Engineering Qualifications Demonstrating the world-class expertise CH2M brings to the City of Miami Beach,we have a long,consistent history of leading the industry in the provision of water and wastewater-related services. CH2M has been the country's No. 1 Sewer/Wastewater Company for 11 consecutive years, the No. 1 Pure Designer, and the No. 1 Construction Management/Program Management Company. As a practical example of the advantages that our industry leading resources and experience bring to the City of Miami Beach, the City need only look as far as Miami-Dade County, where CH2M is Owner's Agent for the $5.7 billion Ocean Outfall Legislation (OOL) Program. As Owner's Agent, CH2M is responsible for charting the future course of the County's wastewater system so that complex OOL requirements,such as rerouting wastewater flows from the east to the west,are met by 2022. 300 Engineering Group P.A. According to the information provided by the firm, We assembled an unparalleled team of subject matter experts with the necessary local support to better serve the needs of the City of Miami Beach and to develop and implement a long-term capital improvement plan— with the available information and in a short period of time.We assembled a team which 1)understands your water and wastewater system vulnerabilities to climate change and sea level rise, 2) is willing to work 24/7 to make your system resilient, robust, environmentally responsible, and future proof,and 3)brings a fresh perspective to the City of Miami Beach. Their team consists of: Tetra Tech, a global engineering firm ranked No. 1 in Water by Engineering News-Record (ENR) for 13 consecutive years with over 16,000 employees worldwide, and 500 employees in Florida; D&B Engineers, a water and wastewater firm, operating since 1965,with expertise in underground aging infrastructure;and the FIU Sea Level Solutions Center, a group of experts in the development of adaptation strategies for communities subject to climate change/sea level rise in South East Florida,including the City of Miami Beach. This team is reliable, cohesive, efficient, and has well-established professional relationships. We have collaborated on past projects and continue to work together, achieving collective results that equate in increased client satisfaction. AECOM Technical Services.Inc. According to the information provided by the firm,AECOM has a history of performing water and wastewater utility consulting services to municipal clients throughout coastal southeastern Florida facing similar resilience and sea level rise issues as the City of Miami Beach. These clients include the Cities of North Miami Beach, Cooper City, North Miami, and Hollywood as well as Miami-Dade County Water and Sewer Department. AECOM has years of experience supporting Miami Beach in combating the effects of sea-level rise and evaluating opportunities to create a more resilient community. They have assisted Miami Beach in the development of the Resiliency Program, creating and executing codes and recommended actions to improve resilience;assisting in the adoption of revised ordinances;strengthening the City's programs as a part of the FEMA Community Resilience Score to reduce insurance costs; and assessment of the vulnerabilities and strengths of the City's assets to sea level rise. A key outcome is the Guidance Document on Sea Level Rise Vulnerability, which includes the Adaptation Decision- Making Assessment and Planning Tool(ADAPT). This tool provides the City with consolidated information and processes to use for building resilience strategies into City operations and capital investment decisions. Page 231 of 878 King Engineering Associates.Inc. According to the information provided by the firm, King is a full-service consulting firm providing water, wastewater, and reclaimed water master planning and engineering services for governments and agencies throughout the state of Florida for 40 years. King staff has planned and designed over 500 miles of water and wastewater utility pipelines and supporting infrastructure of pump stations for municipal utilities throughout Miami-Dade County and the State of Florida. These pipelines have been constructed using a variety of methods including open cut, horizontal directional drill, micro-tunneling, jack and bore, auger boring, and subaqueous installations. Our installed pipe material has included ductile iron, PVC, HDPE, fiber glass, steel, and PCCP. King has also extensive experience in the rehabilitation of pipelines and pump stations. To upgrade and extend the useful life of pipelines we have used a variety of techniques including slip lining,pipe bursting, swage lining,folded liners, and cured in place liners. Local Firm/ Local Team— King's services for assignments received under this contract will be executed from our well established Miami office which is located approximately 30 minutes away from Miami Beach. Wade Trim.Inc, According to the information provided by the firm, Wade Trim is proud to be a South Florida consulting engineering firm helping local and regional governments create livable, sustainable communities through practical and innovative solutions. Starting in 1926, Wade Trim completed utility designs for municipalities. As work grew in response to changing client needs, our staff and offices have expanded to nearly 400 employees in 19 offices throughout the eastern United States. Wade Trim is consistently ranked among the top design and environmental firms and continues to be nationally recognized for innovative solutions. Nearly 90% of our business is from repeat clients, a testament to our commitment to client relationships. We are excited to expand our commitment to Miami Beach in resolving its infrastructure challenges. For nearly four years,Wade Trim has been at the forefront of Miami Beach's response to climate change and sea level rise.The first neighborhood to have elevated roadways and enhanced stormwater pumping systems implemented, Sunset Harbour was designed by Wade Trim. Since that time we have designed infrastructure improvements for Palm&Hibiscus Islands and Espanola Way, and are under contract for drainage, infrastructure, and streetscape improvements in the City's high-profile 1st Street corridor. Wade Trim has not only remained on the leading edge of the City's sea level rise and resiliency technology, we have been active in educating the public and other stakeholders through presentations,technical papers,and events throughout Miami-Dade County. CONCLUSION After reviewing all the submissions and the results of the evaluation process, I recommend that the Mayor and City Commission approve the resolution authorizing the Administration to enter into negotiations with Hazen & Sawyer, as the top ranked and Prime Consultant. Through its proposal and presentation to the Evaluation Committee, Hazen&Sawyer has demonstrated its capacity and experience in water and wastewater systems. The firm has been awarded and performed well on a number of related contracts. Finally, Hazen & Sawyer provided a clear and detailed approach to how its services would benefit the City, including subject matter expertise,long range planning and potential cost savings. Additionally, I recommend the following firms five (5) firms, based on the City's anticipated needs and potential volume of work, be approved to participate in the pool of prequalified consultants, on a continuing basis pursuant to Section 287.055, Florida Statutes, in order to Page 232 of 878 assure that the City's needs for engineering services is available expeditiously from firms qualified to perform the work: CH2M Hill Engineers, Inc.,as the second ranked proposer, 300 Engineering Group, P.A.,as the third ranked proposer,AECOM Technical Services, Inc.,as the fourth ranked proposer, King Engineering Associates, Inc., as the fifth ranked proposer, And Wade Trim, Inc.,as the sixth ranked proposer for the pool of pre-qualified consultants. Finally, I further recommend that the Mayor and City Clerk be authorized to execute agreements, upon conclusion of successful negotiations by the Administration, with the Prime Consultant and the pre-qualified firms. FINANCIAL INFORMATION The cost of the related services,determined upon successful negotiations,are subject to funds availability approved through the City's budgeting process. Grant funding will not be utilized for this project. Legislative Tracking Public Works/Procurement ATTACHMENTS: Description o Fi,ttac:hn crt A--Evaluation Committee Scorings and Rankings Page 233 of 878 t. ƒ \\\ == l q .)®la; = j\ m, 1 w wma2£:�EJGD»:RGGG: 28r2q. vc mfm9a22g {2ej2pe<m Cr x«vam§§affte &mf;er\nG: 1,9 k \ . : ! [§G= /\ » < ■ ƒ \I R 2 _ -�()( \ƒfƒ w� | ; � ) }) , - : . R&> I)! g § � 2 ! /` ! ■ ¥ ; ! a (: § < � - %§ #a , R | ! § § @§ | . ! a � g'11; lr• , y /E & | ` )6\$$/{) 2 (§ ] ! § § \ ( ATTACHMENT B REQUEST FOR QUALIFICATIONS (RFQ) ATTACHMENT C CONSULTANT'S RESPONSE TO THE RFQ