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HomeMy WebLinkAboutCamp Dresser & McKee Agmt AGREEMENT BETWEEN CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR CITYWIDE SANITARY SEWER SYSTEM IMPROVEMENT PROJECTS 35-00/01 DECEMBER 2002 TABLE OF CONTENTS DESCRIPTION ARTICLE 1 DEFINITIONS 1.1 City 1.2 City Commission 1.3 City Manager 1.4 Proposal Documents 1.5 Consultant 1.6 City's Project Coordinator 1.7 Program Manager 1.8 Basic Services 1.9 The Project 1.10 Construction Cost 1.10.1 Construction Cost Budget 1.10.2 Statement of Probable Construction Cost 1.11 Force Majeure 1.12 Contractor/Contractors 1.13 Contract Documents 1.14 Contract for Construction 1.15 Construction Documents 1.16 Contract Amendment 1.17 Additional Services 1.18 Work 1.19 Services 1.20 Base Bid 1.21 Schedules 1.22 Scope of Services PAGE 2 2 2 2 2 2 3 3 3 3 4 5 5 5 5 5 6 6 6 6 6 6 7 7 7 ARTICLE 2. 2.5 2.6 2.7 2.8 2.9 2.10 2.11 BASIC SERVICES Rehabilitation Planning and Program Management Services Design Services Bidding and Award Services Construction Phase Services Report Services Responsibility for Claims and Liabilities Time 7 8 9 9 9 9 9 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 14 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 18 ARTICLE 5. ADDITIONAL SERVICES 19 ARTICLE 6. REIMBURSABLE EXPENSES 21 ii ARTICLE 7. COMPENSATION FOR SERVICES 22 ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 24 ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 24 ARTICLE 10. TERMINATION OF AGREEMENT 10.1 Termination For Lack of Funds 10.2 Termination for Cause 10.3 Termination for Convenience 10.4 Termination by Consultant 10.5 Implementation of Termination 10.6 Non-Solicitation 25 25 25 26 27 27 27 ARTICLE 11. INSURANCE 28 ARTICLE 12. INDEMNIFICATION 29 ARTICLE 13. VENUE 29 ARTICLE 14. LIMITATION OF LIABILITY 30 ARTICLE 15. MISCELLANEOUS PROVISIONS 30 ARTICLE 16. NOTICE 33 SCHEDULES SCHEDULE "A" - SCOPE OF SERVICES PER RFQ No. 35-00/01 SCHEDULE "B" - CONSULTANT COMPENSATION SCHEDULE "C" - HOURLY BILLING RATE SCHEDULE SCHEDULE "D" -PROJECT SAMPLE SERVICE ORDER 35 37 38 39 iii TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE INC. FOR PROFESSIONAL ENGINEERING SERVICES FOR CITYWIDE SANITARY SEWER SYSTEM IMPROVEMENT PROJECTS This Agreement made and entered into this 11ft- day of ~), 2002, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and CAMP DRESSER & McKEE INC., a Massachusetts corporation with principal Miami-Dade County offices at 800 Brickell Avenue, Suite 710, Miami Florida, 33131 (hereinafter referred to as Consultant). WITNE S SETH: WHEREAS, the City intends to conduct the CITYWIDE SANITARY SEWER SYSTEM IMPROVEMENT PROJECTS (hereinafter referred to as the "Project", and wishes to engage the Consultant to provide engineering services for the Project at the agreed fees as set forth in this Agreement; and WHEREAS, the City issued RFQ No. 35-00/01 for CITYWIDE SANITARY SEWER SYSTEM IMPROVEMENTS PROJECTS on May 3, 2002 and. Selected Consultant in accordance with Florida's Consultant's Competitive Negotiation Act (CCNA) per (FS 287.055). WHEREAS, the Consultant desires to contract with the City for performance of engineering and related professional services relative to the Project, as hereinafter set forth, including: planning, design, bidding, construction administration and field representative 1 services, all as hereinafter stipulated. NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreements herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION "City Commission" shall mean the governmg and legislative body of the City. 1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized designees, including a Project Coordinator, and shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. 1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the REQUEST FOR QUALIFICATIONS FOR PROFESSIONAL ENGINEERING SERVICES FOR CITYWIDE SANITARY SEWER SYSTEM IMPROVEMENT PROJECTS (RFQ NO. 35-00/01) issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto SProposal), which is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. 1.5 CONSULTANT The "Consultant" is herein defined as CAMP DRESSER 2 & McKEE INC., a Massachusetts corporation having its principal Miami-Dade County offices at 800 Brickell Avenue, Suite 710, Miami, Florida 33131. When the term "Consultant" is used in this Agreement it shall be deemed to include any sub-consultants and any other person or entity acting under the direction or control of Consultant. Any subconsultants retained by Consultant pursuant to this Agreement and the Project shall be subject to prior written approval of the City. The following subconsultants were included in the Consultant's Proposal and are hereby approved for the Project: None 1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean the individual appointed by the City Manager who shall be the City's authorized representative to coordinate, direct, and review on behalf of the City, all matters related to the Project, except as otherwise provided herein. 1.7 PROGRAM MANAGER Not used. 1.8 BASIC SERVICES "Basic Services" shall include the professional engineering services, as required, for the planning, design, bidding/award, and construction administration for the Project, as described in Article 2 herein and in Schedule "A" entitled "Scope of Services", attached hereto. 1.9 PROJECT "The Project" is herein defined to mean the design and rehabilitation of sanitary sewers in the City, to include the following professional engineering services: engineering analysis, investigation, program facilitation/planning, design, preparation of construction documents, permitting, preparation of analysis of estimated cost, bidding/contract award assistance, construction inspection, project management, project coordination and construction observation/contract administration, project scheduling and timeline preparation. The project will consist of Two Phases, including the following: Phase I - Infiltration and Inflow Reduction Improvements (Construction Observation/ Contract Administration). Phase II - Continuation of the City's sanitary sewer rehabilitation program, as described in the City's Capital Improvements Program, including but not limited to the following: 3 · Infiltration and Inflow Rcduction Improvcmcnts · Upsizing Under-Capacity Wastewater System Pipes · Rehabilitation of Sub-Aqueous Forcemains · Structural Analysis of Existing Forcemain System · Upgradc of Existing Forcemain System · Investigation and Alternatives Analysis towards the development of a wastewater collection system Contingency Plan TIle following tasks are associated with the Project and are to be performcd by the Consultant: Task 1 - Rehabilitation Program Management Task 2 - Office Engineering Services Task 3 - Resident Project Representation Task 4 - Final Documents Reports Task 5 - Additional Design and Inspection Services The Project and associated tasks are further described ill Schcdule "A" attached hereto. 1.10 CONSTRUCTION COST The "Construction Cost" for the Project shall mean the sum which is the total cost or estimated cost to the City of all elements of the Project designed or specified by the Consultant and approved by the City, including, at current market rates (with a reasonable allowance for overhead and profit), the cost of labor and materials and any equipment which has been designed, specified, selected or specifically provided for by the Consultant and approved by the City, and including a contingency allowance for unforeseen conditions, not to exceed ten percent (10%) of the construction cost for new construction, or twenty percent (20%) of construction cost for rehabilitation of existing infrastructure, and not including the compensation of the Consultant and any subconsultants, the cost of land, rights-of-way, surveys, testing, or other reimbursable expenses. For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and accepted from a responsible bidder or proposer for any and all of such Work. 4 1.10.1 CONSTRUCTION COST BUDGET The "Construction Cost Budget" shall mean an amount budgeted by the City for Construction Cost. 1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST The "Statement of Probable Construction Cost" shall mean a forecast of Construction Cost prepared by the Consultant,for the guidance of the City. For Work which bids or proposals have not been let, the Construction Cost shall be the same as the latest Statement of Probable Construction Cost. The City shall have the right to verify the Statement of Probable Construction Cost or detailed cost estimate by the Consultant. 1.11 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations, enacted after the date of this Agreement and having a substantial impact on the Project; other causes beyond the parties' control; or by any other such causes which the Consultant and the City decide in writing justify the delay; provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.12 CONTRACTOR / CONTRACTORS "Contractor" or "Contractors" shall mean those persons or entities responsible for performing the Work or providing the materials, supplies and equipment identified in the bid and Construction Documents for the Project. 1.13 CONTRACT DOCUMENTS "Contract Documents" shall mean this Agreement; the Agreement between City and Contractor; Conditions of the Contract (General Supplementary and other Conditions); Construction Documents; and addenda issued prior to execution of the Contract for Construction. A Modification is one of the following: (1) written amendment to the Contract for Construction signed by both parties; (2) an approved Change Order; (3) a Construction Change Directive; or (4) a written order for a minor change in the Work issued by the Consultant. 5 1.14 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean a legally binding agreement with Contractors. 1.15 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the final plans, specifications, drawings, documents and diagrams submitted by the Consultant pursuant to Article 9 and approved by the City. 1.16 CONTRACT AMENDMENT "Contract Amendment" shall mean the written order to the Contractor approved by the City, as specified in this Agreement, and signed by the City's duly authorized representative, authorizing a change in the Project or the method and manner of performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars ($25,000.00), or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less in amount (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES "Additional Services" shall mean those services described in Article 5 herein, which have been duly authorized in writing by the City Manager prior to commencement of same. 1.18 WORK "Work" shall mean the work to be performed on the Project by the Contractor, pursuant to the applicable Construction Documents, whether completed or partially completed, and includes labor and materials, equipment, and services provided, or to be provided, by the Contractor to fulfill its obligations. 1.19 SERVICES "Services" shall mean the services to be performed on the Project by the Consultant pursuant to this Agreement, whether completed or partially completed, 6 and includes other labor and materials, equipment and services provided. or to be provided, by Consultant to fulfill its obligations herein. 1.20 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 pursuant to the Statement of Probable Construction Cost provided by Consultant. "Base Bid" shall not include "Additive Alternates" or "Deductive Alternates". 1.21 SCHEDULES "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows; Schedule A - Scope of Services (per RFQ No. 35-00/01). Schedule B - Consultant Compensation: The schedule of compensation to the Consultant for Basic Services, and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by the Consultant and approved by the City. Schedule C - Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the Consultant as submitted by the Consultant and approved by the City. Schedule D - Project Sample Service Order setting forth the Consultant's Service, compensation, and schedule for each specific assignment. 1.22 SCOPE OF SERVICES "Scope of Services" shall mean the Project Scope as described in Schedule "A", together with the Basic Services and any Additional Services approved by the City, as described in Article 2 and 5, respectively herein. ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services for the Project as set forth hereafter. 7 The Services for this Project will be performed by the Consultant upon receipt of a written Notice to Proceed issued by the City Manager, or his designee. Consultant shall countersign the Notice to Proceed. 2.2 The Consultant's Basic Services shall be as described in attached Schedule A "Scope of Services". 2.3 The Consultant shall coordinate with subconsultants and other consultants, and conform to all applicable building codes and regulations. Consultant, as it relates to its Services, represents and acknowledges to the City that it is knowledgeable of codes, rules and regulations applicable in the jurisdictions in which the Project is located, including without limitation, local ordinances and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules and regulations (including without limitation grant and regulations of the Florida Department of Transportation (FDOT), and Federal laws, rules and regulations. TheConsuItant agrees to comply with all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at any time during the term of this Agreement, and shall further take into account all known pending changes to the foregoing, of which it should reasonably be aware. The Consultant shall insert the provisions of all required codes into the Contract Documents. 2.4 The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents that it is experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is properly licensed pursuant to the applicable laws, rules and regulations to perform such Services. Consultant warrantsthat it shall be responsible forthe technical accuracy of it Contract Documents 2.5 REHABILITATION PLANNING AND PROGRAM MANAGEMENT SERVICES: Consultant shall perform Rehabilitation Planning and Program Management Services as 8 noted in attached Schedule "A" entitled "Scope of Services". 2.6 DESIGN SERVICES: Consultant shall perform Additional Design and Inspection Services and prepare Design Documents, as noted in attached Schedule "A" entitled "Scope of Services". 2.7 BIDDING AND AWARD SERVICES Consultant shall provide bidding and award services entitled "Scope of Services". 2.8 CONSTRUCTION PHASE SERVICES: Consultant shall furnish construction phase services consisting of Office Engineering Services and Resident Project Representation as noted in attached Schedule "A" entitled "Scope of Services", 2.9 REPORT SERVICES Consultant shall provide Final Document Reports Services as noted in attached Schedule "A" entitled "Scope of Services", 2.10 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, its employees, subcontractors, agents and sub consultants for the accuracy and competency of their designs, working drawings, specifications or other documents and services; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, specifications or other documents prepared by the Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals rendered by the City and its employees. 2.11 TIME It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree as follows: 9 2.12 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. 2.13 The parties agree that the Consultant's Services during all phases of this Project will be performed in a manner that shall conform with the approved Project Schedule, which is included in each Service Order as part of Schedule "D". The Consultant may submit requests for an adjustment to the Project Schedule, made necessary by undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken by the City to approve the Services or parts of the Services. The City shall not unreasonably refuse to approve such adjustment(s) to the Project Schedule if the request is made in a timely manner and is fully justified. 2.14 In providing the Services described in this Agreement, the Consultant shall use its best efforts to maintain, on behalf of the City, a constructive, professional, cooperative working relationship with the City's Project Coordinator, Contractor(s), and others that have been contracted to perform Services and 1 or Work pertaining to the City's Capital Improvements Program. While the Services to be provided by Consultant under this Agreement will be provided under the general direction of the City's Project Coordinator, it is the intent of this Agreement to allow the Consultant to coordinate the performance of all design and construction work to the extent such coordination by the Consultant is permitted by the contracts for the design and construction work 2.15 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.16 Whenever during the term of this Agreement, others are required to verify, review, or consider any work performed by Consultant, including but not limited to the 10 design professionals, Contractors, and 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 public projects; or which are inconsistent with applicable laws, codes, ordinances, and regulations; or which are inconsistent with standards or decisions provided in writing by the City's Project Coordinator. Consultant will use reasonable care and skill in accordance with and consistent with customary professional standards in responding to items identified as discrepancies, errors and omissions by others. Consultant shall receive comments from reviewers 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 construed to mean as soon as possible under the circumstances, taking into account the requirements of the Project Schedule. 2.17 The City shall have the right at any time, and in its sole and absolute discretion, to submit for review to consulting engineers or consulting architects or other consultants, engaged by the City at its own expense for that purpose, any or all parts of the work performed by the Consultant, and the Consultant shall cooperate fully in such review at the City's request. 2.18 Consultant agrees to certify and warrant all Statements of Probable Construction Cost prepared by Consultant. 2,19 Consultant represents to City that all evaluations of the City's Project budget, Consultant generated Statement of Probable Construction Cost, and detailed estimates represent Consultant's best judgement as a design professional familiar with the construction industry. Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of Construction Cost or evaluation prepared or agreed to by Consultant. 2.20 Consultant agrees that, when the Services to be provided hereunder relate to a 11 professional service which, under Florida Statutes, requires a license, certification of authorization, or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services, 2.21 Consultant agrees to employ and designate in writing, within five (5) calendar days after receiving its initial Notice to Proceed, a qualified licensed professional to serve as the Consultant's project manager (herein after referred to as "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of Services to be provided and performed under this Agreement. The person selected by Consultant to serve as Project Manager shall be subject to approval and acceptance by City. Replacement (including reassignment) of said Project Manager shall not be made without the prior written approval of the City. Consultant further agrees to obtain a binding agreement with its Project Manager providing a minimum of six (6) months notice before assuming a different position, said notice waivable by the City at its discretion. 2,22 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do such from City, to promptly remove and replace Project Manager, or any other personnel employed or retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request may be made by City with or without stating its cause. 2,23 Consultant herein represents to City that it has expertise in the type of professional services that will be performed and pursuant to this Agreement. Consultant agrees that all Services to be provided by Consultant pursuant to this Agreement shall be subject to City's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with all published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies having jurisdiction over the Project or the Services to be performed by Consultant hereunder. In the event of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its best professional 12 judgement to advise City regarding resolution of each such conflict. 2.24 Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, with City's prior written consent, or unless incident to the proper performance of Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non- public information concerning Services to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph, 2,25 The City and Consultant acknowledge that the Scope of Services does not delineate every detail and minor work task required to be performed by Consultant to complete the Project. If, during the course of the performance of the Services contemplated in this Agreement, Consultant determines that work should be performed to complete the Project which is, in the Consultant's opinion, outside the level of effort originally anticipated, whether or not the Scope of Services identifies the work items, Consultant shall notify the City's Project Coordinator, in writing, in a timely manner, and obtain said Project Coordinator's written consent, before proceeding with the work. The City's Project Coordinator must comply with Contract Amendment processing requirements as outlined in Article 1.16, prior to issuance of any written authorization to proceed with additional Services to Consultant. If Consultant proceeds with additional Services without notifying and obtaining the consent of the City's Project Coordinator, said work shall be deemed to be within the original level of effort, and deemed included as a Basic Service herein, whether or not specifically addressed in the Scope of Services. Notice to the City's Project Coordinator does not constitute authorization or approval by the City to perform the work. Performance of work by Consultant outside the originally anticipated level of effort without the prior written consent of the City shall be at Consultant's sole risk, 2.26 Consultant shall establish and maintain files of documents, letters, reports, plans, etc. pertinent to the Project. Consultant shall provide City with a copy of applicable Project correspondence for City to file in its filing system. In addition, Consultant shall 13 provide electronic Project documents files to the City, at the completion of the Project. 2.27 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.28 In the event Consultant is unable to timely complete the Project because of delays resulting from untimely review by City or other governmental authorities having jurisdiction over the Project or such delays which are caused by factors outside the control of Consultant, Consultant shall provide City with immediate written notice stating the reason for such delay and a revised anticipated schedule of completion. City, upon review of Consultant's submittal and such other documentation as the City may require, may grant a reasonable extension of time for completion of the Project and may provide reasonable compensation, if appropriate, 2,29 The Consultant covenants with the City to furnish its Services hereunder properly, in accordance with the standards of its profession and in conformance with all construction, building and health codes and other applicable Federal, State and local rules, regulations and laws, of which it should reasonably be aware, throughout the term of this Agreement, The City's participation in the design and construction of any Project in no way relieves the Consultant of its professional duties and responsibilities under applicable law and under the Contract Documents. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with respect to services to be rendered under this Agreement (herein after referred to as Project Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define City policies and decisions with respect to Consultant's Services on this Project. However, the Project Coordinator is 14 not authorized to issue any verbal or written orders or instructions to Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatsoever, unless approved by the City Manager and/or City Commission in compliance with Article 1.16 requirements, including but not limited to the following; a) The Scope of Services to be provided and performed by Consultant hereunder; b) The time the Consultant is obligated to commence and complete all such Services; or c) The amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall assist Consultant by placing at Consultant's disposal all information City has available pertinent to the Project, including previous reports and any other data relative to design or construction of the Project. It shall be fully understood that City, in making such reports, site. information, and documents available to the Consultant is in no way certifying representing and/or warranting as to the accuracy or completeness of such data, including any information provided in the City's Request for Qualifications and backup documentation thereto. Any conclusions or assumptions drawn through examination thereof shall be the sole responsibility of the Consultant and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. Additional work required due to inaccurate, incomplete or incorrect information supplied by the City may be undertaken by the Consultant as an Additional Service to this Agreement. Consultant shall notify the City's Project Coordinator, in writing, in a timely manner and obtain said Project Coordinator's written consent, before proceeding with the work. If Consultant proceeds with the additional services without notifying and obtaining the consent of the City's Project Coordinator, said work shall be deemed to be within the original level of effort and deemed included as a Basic Service herein. 15 3.3 The City reserves the right to establish a Construction Cost Budget for the Project,in accordance with the Consultant's statement of Probable Construction Cost. 3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling services as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on this project for which Consultant has received payment from the City, 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, the City shall give prompt written notice thereofto the Consultant. 3.6 The City shall furnish required information and services and render approvals and decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's Services and of the Work, No approvals required by the City during the various phases of the Project shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or reject any proposed submissions of Consultant for any reasonable basis. 3,7 The City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement, 3.7.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated to the City Manager or his designee) in this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or 16 approve any assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporate Consultant. 3.7.3 All required City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, if an amendment, by the execution of an appropriate amendment to this Agreement. 3.7.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3,7.5 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.8 The City Manager or his designee(s) shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 3.8.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the Consultant's services, The City Manager, in his administrative discretion, may consult with the City Commission concerning disputes or matters arising under this Agreement regardless of whether 17 such matters or disputes are enumerated herein, 3.8.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3,8.3 The City Manager, or his designee, shall be the sole representative of the City authorized to issue a Notice to Proceed.. 3.8.4 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein. 3.8.5 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his powers, duties and responsibilities under this Agreement. ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 4.1 The Construction Cost Budget, as established by the City shall not be exceeded without fully justifiable, extraordinary and unforeseen circumstances, such as Force Majeure, which is beyond the control of the parties. Any expenditure above this amount shall be subject to prior City approval by passage of an enabling resolution and amendments to the appropriate agreements relative to the Project, prior to any modification of the Construction Cost. Provided further, however, that even in the event of a Force Majeure, as defined in Article 1.11, the City shall have no obligation to exceed the Construction Cost Budget limitations established herein, and, if such budget is exceeded, the City may, at its sole option and discretion, terminate this Agreement 18 without any further liability to the City. 4.2 If the lowest bona fide base bid exceeds the Construction Cost Budget by more than five percent (5%), the City Commission shall, at its sole discretion, have any of the following options: (1) give written approval of an increase in the Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if permissible) authorize a renegotiation of the Project within a reasonable time; (3) abandon the Project and terminate the Consultant's Services for the Project covered by this Agreement. without further liability to the City; (4) select as many Deductive Alternatives as may be necessary to bring the award within the Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Project scope, construction schedule, and sequence of Work, as may be required to reduce the Construction Cost Budget. In the event the City elects to reduce the Project Scope, the Consultant shall provide such revisions to the Construction Documents, and provide rebidding services, as many times as reasonably requested by the City, as a Basic Service, at Consultant's additional cost to the City without any profit, in order to bring the bids within five percent (5%) of the Construction Cost Budget. ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services for this Project will only be performed by the Consultant following receipt of a written authorization by the City Manager prior to commencement of same. Such authorization shall contain a description of the Services required, a description of Consultant Compensation for both labor and other expenses; an hourly fee, as provided in Schedule "C" with an "Not to Exceed" amount on additional Reimbursable Expenses (if any); the amended Construction Cost Budget (if applicable); and an amended completion date for the Project (if any). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable, which the Consultant shall not exceed without specific written authorization from the City. The "Not to Exceed" amount is not a guaranteed maximum cost for the services requested by the City and all costs applied to such 19 services maybe verifiable through time sheet and reimbursable expense reviews at the City's request. 5,2 The term "Additional Services" includes services involving the Consultant or any subconsultants whether previously retained for the Services or not, or whether participating as members with Consultant or not, subject to the City's right to previously approve any change in the Consultants as set forth in this Agreement. 5.3 Additional Services may consist of the following; 5.3.1 Serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding unless such preparation has arisen from the failure of the Consultant to meet the Standard of Care set forth in Article 2,23, 5.3,2 Preparing documents for Change Orders, or supplemental Work, initiated at the City's request and outside the scope of the Work specified in the Construction Documents, after commencement of the Construction Phase. 5.3.3 Providing such other professional services to the City relative to the Project which arise from subsequent circumstances and causes (excluding circumstances and causes resulting from error, inadvertence or omission of the Consultant) which do not currently exist or which are not contemplated by the parties at the time of execution ofthis Agreement. 5.3.4 Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except as otherwise expressly provided for herein, 5.3,5 Marking soil borings, boring test analysis and surveys, 20 5.3.6 Providing professional services made necessary by the default of any contractor or sub-contractor in the performance of the Contract for Construction, 5.3.7 Providing contract administration services durin~ construction phase, should the substantial completion date be extended through no fault of Consultant or if the Construction Contract time and working days for submittal of approved Final Payment request by the Contractor be extended by more than 30 days through no fault of the Consultant. 5.3,8 Providing such services to the City in connection with the development of Revenue Bond issues, provided however that the Consultant will provide information and documents as may be required for the issuance and sale of bonds and as required further herein. ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional Services and include actual expenditures made by the Consultant and the Consultant's employees and consultants in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in excess of $500, must be authorized in advance by the City's Project Coordinator. Invoices or vouchers for Reimbursable Expenses'shall be submitted by the Consultant to the City, along with supporting receipts, and other back- up material reasonably requested by the City, and Consultant shall certify as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement". 6.2 Expenses subject to reimbursement in accordance with the above procedures may include the following: 6,2.1 The cost of testing or investigation of underground utilities, if authorized 21 by the City's Project Coordinator. 6,2.2 Expense of reproduction, postage and handling of drawings, specifications and other documents, excluding reproductions for the office use of the Consultant and subconsultants, Courier and postage between the Consultant and its subconsultants are not reimbursable. 6,2.3 Expenses for reproduction and the preparation of graphics for community workshops. 6.2.4 Fees for all necessary permits shall be paid directly by City. ARTICLE 7. COMPENSATION FOR SERVICES 7.1 The Consultant shall be compensated either as a lump sum or a not to exceed, cost reimbursable fee in accordance with Consultant Compensation listed in Schedule "B" for Basic Services, Development of the Consultant's compensation shall be based on the "Hourly Rate Schedule" presented in Schedule "C". Payments for Basic Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the City's Project Coordinator. Note that payments shall be made in proportion to the Services performed in each Phase so that the payments for Basic Services for each Phase shall not exceed the progress percentage noted in the Consultant's Progress Schedule, submitted with each invoice, No markup shall be allowed on subcontracted Basic Services. Maximum compensation to the Consultant for Services rendered under this Agreement shall not exceed $1,000,000,00, unless amended by the City Commission. 7,2 Additional Services authorized in accord with Article 5 will be compensated using the hourly rates set forth in Schedule "C", Request for payment of Additional Services shall be included with the monthly Basic Services payment request noted in Article 7.1 above. All Additional Services must be approved by the City's Project Coordinator prior to commencement of same as noted in Article 5. Under no 22 circumstances shall the approved compensation be exceeded without pnor written approval from the City's Project Coordinator. No markup shall be allowed on subcontracted Additional Services. 7.3 Reimbursable Expenses, as defined in Article 6, shall be paid as noted in Schedule "B", Request for payment of Reimbursables shall be included with the monthly Basic Services payment request noted in Article 7. Proper backup must be submitted with all reimbursable requests, No markup or administrative charges shall be allowed on Reimbursable Expenses. 7.4 The City and the Consultant agree in accordance with the terms and conditions of this Agreement that: 7.4.1 If the scope of the Project or the Consultant's Services is changed substantially and materially, the amount of compensation may be equitably adjusted by mutual agreement of the parties. 7.4.2 Commencing on July 1,2003, the Hourly Billing Rate Schedule shown in Exhibit "C" may be adjusted annually based upon the Miami - Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics, Such adjustment shall be calculated by multiplying the ratio of the April index divided by the previous year's index by the Hourly Rate Schedule to define the new Hourly Rate Schedule. The maximum annual increase will be limited to three percent (3%). 7.5 No retainage shall be made from the Consultant's compensation on account of sums withheld from payments to Contractors. 7.6 With respect to all Services, Consultant shall submit billings on a monthly basis in a timely manner. These billings shall identify the nature of the work performed. For not- to-exceed compensation, the total hours of work performed by employee category and the respective hourly billing rate associated with the employee category from the Hourly 23 Rate Schedule. . Billings shall also itemize and summarize Reimbursables by category. Where written approval of the City is required for Reimbursables, a copy of said approval shall accompany the billing for such Reimbursable. When requested, Consultant shall provide backup for past and current invoices that records hours for all Services by employee category and reimbursable by category. In the event Consultant work is accomplished utilizing the lump sum method, the percentage of completion shall be identified 7.7 The City shall pay Consultant within forty-five (45) calendar days from receipt of Consultants proper statement. 7.8 Final payment of the Consultant upon Project completion must be approved by the City's Project Coordinator. ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 8.1 Consultant shall keep such records and accounts and reqUIre any and all Consultant and subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the Project, and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period ofthree (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for City's disallowance of any fees or expenses based upon such entries, All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes. ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 9.1 Electronic files of all documents, including, but not limited to, tracings, drawings, estimates, specifications, investigations and studies completed or partially completed, 24 shall become the property of the City upon completion, termination, or abandonment of the Project. Consultant shall deliver the above documents to the City within thirty (30) days of completion of the Project, or termination of this Agreement, or termination or abandonment of the Project. (Reference attached Schedule "A", entitled "Scope of Services" for additional requirements), 9.2 Any re-use of documents by City without written verification or adaptation by Consultant for the specific purpose intended will be without liability to Consultant. 9.3 When transferring data in electronic media format, Consultant makes no representation as to long term compatibility, usability, or readability of documents beyond the term of this agreement or any of its amendments. The original hard copy of the documents containing the professional engineer's seal shall take precedence over the electronic documents. 9.4 Notwithstanding any provision to the contrary contained in this Agreement, Consultant shall retain sole ownership to Consultant's preexisting information including but not limited to computer programs, software, standard details, figures, templates 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 for the Project, the Project may be abandoned or terminated, and the City may cancel this Agreement as provided for herein without further liability to the City. 10.2 Termination For Cause. The City may terminate this Agreement for cause in the event that the Consultant (1) violates any provisions of this Agreement or performs same in bad faith or (2) unreasonably delays the performance of the Services, upon notice to the Consultant, in writing, seven (7) days prior to termination. In the case of termination by the City for cause, the Consultant shall be granted a thirty (30) day cure period after receipt of written notice from the City. 25 10.2.1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another consultant(s) or otherwise, In such event, the Consultant shall be liable to the City for any additional cost incurred by the City due to such termination, "Additional Cost" is defined as the difference between the actual cost of completion of such incomplete Services, and the cost of completion of such Services which would have resulted from payments to the Consultant hereunder had the Agreement not been terminated. 10.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 7 herein and the City shall have no further liability for compensation, expenses or fees to the Consultant, except as set forth in Article 7. 10.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly assemble and submit to the City, as provided herein or as required in the written notice, all documents, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by such termination. 10.2.4 In the event of a termination for cause, no payments to the Consultant shall be made (1) for Services not satisfactorily performed and (2) for assembly of submittal of documents, as provided above. 10.3 Termination For Convenience. The City, in addition to the rights and options to Terminate for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to Consultant in writing fourteen (14) days prior to termination. In the event City terminates Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all 26 Services rendered up to the time of receipt of said written termination notice, and for the assembly and submittal to the City of documents for the Services performed, in accordance with Article 7 herein, and the City shall have no further liability for compensation, expenses or fees to the Consultant, except as set forth in Article 7. 10.4 Termination Bv Consultant. The Consultant may only terminate this Agreement for cause in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days prior to termination. In that event, payment for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in accordance with Article 7 herein. In the case of termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after receipt of written notice from the Consultant. 10.4.1 The Consultant shall have no right to terminate this Agreement for convenience of the Consultant. 10.5 Implementation Of Termination. In the event of termination, either for cause or for convenience, the Consultant, upon receipt of the Notice of Termination, shall (I) stop the performance of Services under this Agreement on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts except for any that may be authorized, in writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the extent that they relate to the performance of the Services terminated by the Notice of Termination; (4) promptly assemble and submit, as provided herein, all documents for the Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; and (5) complete performance of any Services as shall not have been terminated by the Notice Of Termination, And As Specifically Set Forth Therein. 10,6 Non Solicitation. The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the 27 Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other consideration contingent upon the execution of this Agreement. For breach or violation of this warranty, the City has the right to terminate this Agreement without liability to the Consultant for any reason whatsoever. ARTICLE 11. INSURANCE 11.1 The Consultant shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not commence with work on this Project until satisfactory proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: (a) Professional Liability Insurance in the amount of One Million ($1,000,000,00). Consultant shall notify City in writing within thirty (30) days of any claims filed or made against the Professional Liability Insurance Policy. (b) Comprehensive General Liability Insurance ill the amount of $1,000,000,00 Single Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products, completed operations, and contractual liability coverage, The City must be named as an additional insured on this policy. (c) Worker's compensation and employer's liability coverage within the statutory limits of the State of Florida, 11.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial modifications in the insurance coverage, to the City Manager. 28 11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests' Guide Rating Book and must additionally be furnished by insurance companies duly authorized to do business in the State of Florida and countersigned by the company's Florida resident agent. 11.4 Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies required above. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that the City shall be given thirty (30) days notice prior to expiration or cancellation of the policy. ARTICLE 12. INDEMNIFICATION 12,1 In consideration ofa separate and specific consideration of $10.00 and other good and valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees to indemnify, defend and hold the City and its employees, agents and authorized representatives harmless with respect to any and all costs, claims, damages and liability which may arise out of the performance of this Agreement as a result of any negligent acts, errors or omission of the Consultant, or the Consultants's subconsultants, or any other person or entity under the direction or control of Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent acts, errors or omissions and shall defend all suits, in the name of the City, its employees, agents and authorized representatives when applicable, including appellate proceedings, and shall pay all cots, judgments and attomeys' fees which may issue thereon. ARTICLE 13. VENUE 13.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and iflegal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein. Exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida. 29 ARTICLE 14. LIMITATION OF LIABILITY 14.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the amount of the fees for Services agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of the fee for Services agreed upon under the terms of the Agreement, less the amount of all funds actually paid by the City to the Consultant Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement in an amount in excess of the amount of fee under any this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. ARTICLE 15. MISCELLANEOUS PROVISIONS 15.1 The laws of the State of Florida shall govem this Agreement. 15.2 Eaual Opportunity Employment and SDBE Goals: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, 30 color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or compensation; and selection for training, including apprenticeships, Consultant agrees to furnish City with a copy of its Affirmative Action Policy, 15.3 Public Entitv 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 o.r services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bids or leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or 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, Violation of this Section by Consultant shall result in cancellation and may result in Consultants debarment. 15.4 No Contingent Fee: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 15.5 The Consultant represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary 31 to enable them to perform the services required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for the performance of the work under this Agreement. 15,6 The Consultant, its consultants, agents and employees and sub contractors, shall comply with all applicable Federal, State and County laws, the Charter, related laws and ordinances of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies as they relate to this Project. 15.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Consultant, under any circumstances, without the prior written consent of City, 15,8 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 32 ARTICLE 16. NOTICE 16.1 All written notices given to City by Consultant shall be addressed to: City Manager's Office clo Assistant City Manager Robert C. Middaugh City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Mr, Fred H. Beckmann, P.E. Public Works Director City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 All written notices given to the Consultant from the City shall be addressed to: Victor 1. Pujals, P,E" DEE Vice-President Camp Dresser & McKee Inc, 800 Brickell Avenue, Suite 710 Miami, Florida 33131 All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. 33 IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written, Attest CITY OF MIAMI BEACH, FLORIDA ~~~ MAYOR CITY CLERK Witness Consultant! Camp Dresser & McKee, Inc. ~d~t ,tMd/t;w LyY1Y1 Print Name Witness APPROVED AS TO FORM & LANGUAGE & FOR EXECUTION rdJ~ Signature ~~ I z/~~"/.- u.. J4i.t../J M 11( rf w~l- Print Name 34 SCHEDULE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE. Inc. SCOPE OF SERVICES The Consultant's Scope of Services includes the following professional engineering services: engineering analysis, investigation, program definition/planning, design, preparation of construction documents, permitting, preparation of analysis of estimated cost, bidding/contract award assistance, construction inspection, project management, project coordination and construction observationlcontract administration, project scheduling and timeline preparation. Additional to the above services the following tasks are associated with the continuation of the City's sanitary sewer rehabilitation program to be performed by Consultant: Task 1 - Rehabilitation Program Management Task 2 - Office Engineering Services Task 3 - Resident Project Representation Task 4 - Final Documents Reports Task 5 - Additional Design and Inspection Services Task 1 - Rehabilitation Program Management This Task includes the following: . Assist in the development and issuance of work orders to contractor' . Coordination of and monitoring of specialty contractor activities' . Construction management services . Review pay requests and recommendation for contractor payments . Certification that the work has been performed in accordance with contract documents, including work task orders, plans and specifications. Task 2 - Office Engineering Services This Task includes the following: . Review of pre-construction video tapes furnished by the Contractor to ensure that the recommended repair is adequate and, ifnew or different type of repair should be implemented due to further pipeline deterioration, recommend adequate repair. . Bidding and Award Services . Attend pre-construction conferences. . Examine the project sites at appropriate intervals to observe the progress and quality ofthe work and to determine if the work is proceeding in accordance with the construction contract documents . Review the contractor's applications for payment and accompanying data, determine the amount owing to the contractor, and approve, in writing, payments due to the contractor 35 . Review and process shop drawings and any other data which the contractor is required to submit within (fifteen) working days of receipt of the submittal, except for items requiring longer review time as noted in the construction contract documents, . Issue necessary technical interpretations and clarifications ofthe construction contract documents and prepare change orders as required. Task 3 - Resident Project Representation A Resident Project Representative, to be approved upon review of experience and credentials, will be assigned to the Project on a full-time basis to oversee the Contractor's daily operations. Consultant shall have no authority over or responsibility for the means, methods, techniques, sequences or procedures selected by the construction contractor or for safety precautions and programs incident to the work of the construction contractor. Task 4 - Final Documents Reports This Task includes the following: . Installation of flow meters within basins and zones that received sanitary sewer rehabilitation and repair measures. Post-rehabilitation flows will be compared to the flow data recorded during the City's Prioritization and Investigation Phase (completed under a separate contract) to establish a documented reduction in inflow and infiltration. . Submittal of a final report documenting the rehabilitation work results, by basin, and summarizing the results of the City of Miami Beach sanitary sewer rehabilitation program. Task 5 - Additional Design and Inspection Services This task involves the study, investigation, design, preparation of construction documents and analysis of estimated cost, and inspection services, as required, for the upgrade and rehabilitation of the sanitary sewer collection system within the City; including, but not limited to the upsizing of under-capacity wastewater system pipes, rehabilitation of sub-aqueous force mains, structural analysis of existing force mains, upgrades to existing force mains, and development of various operational contingency plans. The scope ofthese services will be further defined by specific language in each service order, 36 SCHEDULE B PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE. Inc. CONSULTANT COMPENSATION The City shall pay to the Consultant for performing Professional Engineering Services either the not-to-exceed or the lump sum compensation, as set forth in each Service Order. The fee basis shall be established as follows: NOT-TO-EXCEED (NTE) A not-to exceed compensation based fee is fixed dollar amount (more commonly referred to as an Upper Limit), inclusive of all charges set forth in each approved Service Order. The compensation shall be based on the Hourly Billing Rate for the employee category ofthe individual performing the work, for the total hours of work performed by employee category directly chargeable to the project plus actual out-of-pocket expense costs. The Consultant's schedule of Hourly Billing Rates is attached as Schedule C. Actual out-of-pocket expense costs incurred during the progress of the Service may include air fare, automobile rental, mileage charges, parking, tolls, taxi, meals, lodging, telephone, printing, and reproduction costs incurred specially for this project. Reimbursement for subconsultants will be billed at cost. LUMP SUM (LS) A lump sum based fee is a negotiated fixed dollar total amount for those Services where the scope and complexity of the assigment are clearly and fully defined. In such cases, the not-to- exceed method of compensation shall be used for establishing the negotiated lump sum fee for the particular Service Order, 37 SCHEDULE C PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE. Inc. HOURLY BILLING RATE SCHEDULE Classification Hourlv Billing: Rate Project Director $146.85 per hour Project Manager $121.63 per hour Sr, Engineer 1 Architect $104.31 per hour Engineer 1 Architect $88.11 per hour Designer $73.93 per hour Staff-Engineer $70,89 per hour RPR $55.00 per hour Drafter $52.66 per hour Billing $42.50 per hour Clerical 40.51 per hour 38 SCHEDULE D PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CAMP DRESSER & McKEE. Inc PROJECT SAMPLE SERVICE ORDER Service Order No. for Professional Engineering TO: Camp Dresser & McKee Inc. 800 Brickell Avenue, Suite 710 Miami, Florida 33131 DATE: Pursuant to the Agreement between City of Miami Beach and Camp Dresser & McKee Inc., (CDM) for Professional Engineering Services for Citywide Sanitary Sewer System Improvements Project ("the Agreement"), you are directed to provide the following services: Project Name: Scope of Work: Calendar days to complete this work: Estimated Construction Cost: Compensation for this Service Order: days from receipt of Notice to Proceed Basic Service Additional Service Reimbursable Expense ACCEPTED: City of Miami Beach Camp Dresser & McKee Inc. Fred H. Beckmann, P.E., Director of Public Works Date Victor J, Pujals, P.E., D.E,E. Vice President Date 39 SERVICE ORDER No, 1 ENGINEERING SERVICES DURING CONSTRUCflON FOR CITY OF MIAMI BEACH, FLORIDA (CITY) Rehabilitation of Sanitary Sewers (Contract No. 36-00/01) BY CAMP DRESSER & McKEE INC. (Consultant) BACKGROUND A construction project to arrest inflow and infiltration (1&1) into the sanitary sewer system, as part of an on-going program, the project was designed by another engineering firm. The project was bid on November 9, 2001 and a contract has been awarded to the Azurix North America Underground Infrastructure, Inc. (Contractor) in the amount of $5,228,934. Since the original engineering firm is no longer providing consulting services to the City, the project commencement was postponed in order for the City of obtain the services of another engineering firm to perform engineering services during construction The Consultant was engaged by City to be the new wastewater consultant to the Public Works Department. This project is the first work assignment under the master agreement for general wastewater consulting services. SCOPE OF SERVICES Task 2.0 - Office Engineering Services This task includes the work necessary to assist the City with the construction phase of the project. The work includes the following: 2.1 Project Planning and Preparation - Review the design documents and contract plans and specification, prepared by others including any pre-construction video tapes. Meet with the City to plan public information protocol for the project. 2.2 Project Management - Maintain project and quality management, provide monthly status reports, attend monthly program management meetings, review contractor correspondence, perform project records tracking, and organize information on the contract. 2.3 General Administration of the Construction Contract - Consultant will consult with and advice the City and act as the City's representative as provided in the conditions of the construction contract. The City's instruction to the Contractor will be issued through the consultant, who will have authority to act on behalf of the City in dealings with the Contractor to the extent provided in this Task Order and in the conditions of the construction contract except as otherwise provided in writing. Consultant will provide a computerized document control COM lofS C:'l<M0946.ESDC.doc 1111812002 system and provide to the City copies of all project correspondence. Assist in the development and issuance of work orders to Contractor. Coordination of and monitoring related to Contractor's activities. . 2,4 Project Meetings - Consultant will attend various project meetings as follows: 2.4.1 Preconstruction conference - Consultant will prepare for and conduct a preconstruction conference, including preparation and distribution of conference minutes. 2.4.2 Monthly Progress Meetings - Consultant will conduct monthly project progress meetings with the Contractor and City, including preparation and distribution of meeting minutes. 2.4.3 Weekly Coordination Meetings - Consultant will conduct weekly coordination meetings with the Contractor and City for the purpose of coordinating the Contractor's activities; including preparation of brief notes of meetings. 2.4.4 Special Meetings - Consultant will attend up to three special meetings requested by the City for various purposes, including but not limited to public or community relations. If more meetings are needed, the City will consider compensating the Consultant as "additional services". 2.5 Shop Drawings - Consultant will review and approve (or take other appropriate action in respect of) shop drawings and samples and other data which the Contractor is required to submit, for conformance with the Contract Documents and compatibility with the design intent. 2.6 Issue Oarifications - Consultant will issue necessary clarification and interpretations of the Contract Documents as needed for the execution of the contract work. Such clarifications and interpretations will be consistent with the intent of, and reasonably inferable from, the Contract Documents. Consultant may issue field orders authorizing minor variations from the Contract Documents that do not affect the Contract Price or Contract Time. 2.7 Periodic Site Visits - Consultant will conduct construction progress observations at intervals appropriate to the various stages of construction to observe, as an experienced qualified design professional, the progress and execution of the work, to determine if such work is proceeding in accordance with the Contract Documents. Consultant will keep the City informed of the progress of the work and shall endeavor to guard the City a~t defects and deficiencies in such work and may recommend disapproval or rejection of work as failing to conform to the Contract Documents. 2.8 Review Payment Applications - Consultant will review Contractor's periodic payment applications and accompanying data for conformance to the aJM 20f5 C:\KM0946.ESDC.doc 1111&2002 conditions of the Contract Documents and recommend in writing payments to the Contractor by the City in such amount. Such recommendation of payment will constitute Consultant's representation to the City, based on observations and review, that, to the best of Consultant's knowledge, information, and belief, the quantity and quality of work has progressed to the point indicated, in general accordance with the Contract Documents (subject to verification by testing as required by the Contract Documents). 2.9 Review Schedules - Consultant will review the Contractor's construction initial schedule and monthly progress updates, keep the City informed of any perceived problems with the schedule, and advise the Contractor of noted errors in logic or inconsistencies between the schedule's activities and the contract documents. 1bis item does not include analysis of the schedule associated with major claims for delay made by the Contractor. 2.10 Change Orders - Consultant will prepare change orders as needed to incorporate minor changes to the work. 1bis task includes negotiation of such minor changes, however, does not extend to the analysis or negotiation of major claims made by Contractor, or significant changes in the scope of work made by the City. 2.11 Completion - Following notice from the Contractor that it considers the entire work substantially complete, Consultant will perform a Substantial Completion inspection and when applicable, issue a certificate of Substantial Completion of the entire works, accompanied by a detailed list of deficiencies remaining to finally complete the work. By the nature of this project, various and numerous small portions of the work will be essentially completed and placed back in service. Individual certificates of partial utilization for such various parts of the work will not be issued, however, suitable written documentation will be prepared by Consultant. Task 3,0 - Resident Project Representation Consultant will provide one full-time Resident Project Representative (RPR) during the construction period (13 months - NTP through one month past Substantial Completion) to observe performance of the work of the Contractor. The level of effort budgeted for this task is based on 9-hour workdays for the 13 months as indicated in the Contract for Construction. If any work is performed beyond 9 hours in a day, Consultant will be reimbursed for the additional time in accordance with the Construction Contract. If the duration of the construction period is extended, Consultant shall be entitled to additional compensation for such extended construction time. SERVICFS NOT INCLUDED/CLARIFICATIONS 1. Surveying - no surveying services are anticipated at this time; Contractor to provide its own surveying if required 2. Testing Laboratory - Independent testing laboratory services for in place soil CDM 3of5 C:\KM0946.ESOC.doc "11&12002 compaction (and concrete compression testing, if required) will be provided by the Contractor in accordance with Section 6.09.6 of the specifications. Any additionallabomtory testing which is not provided by the Contractor will be provided by the City after prior coordination and approval. 3. Record Drawings - Preparation of record drawings are not applicable. 4, Permitting Services - No permitting services payment of fees are anticipated by Consultant 5. Overtime Work-Payment for services to oversee overtime work by the Contractor shall be deducted from the total contract price as specified. 6. Approval of the Contractors day-to-day work schedule can be made by the RPR. 7. Analysis of major claims for delay made by the Contractor. 8. Utility location - Contractor is responsible for locating utilities in accordance with Section 32. WORK OR ASSISTANCE TO BE PROVIDED BY CITY 1. SURVEYING - Provide site legal descriptions if needed. 2. Prepare legal documents, descriptions and drawings for the acquisition of necessary easements or land acquisition, if needed. 3. Provide copies of existing record drawings for water, wastewater and storm water facilities to be impacted in the project area, atlas, zoning, roadway, and special right-of-way information as needed. 4. Reproduce and distribute copies of the Contract Documents as needed (to Contractor, Consultant, Surveyor (if needed), and Testing Laboratory. Consultant requires four complete sets of plans and specifications, SCHEDULE (TIME OF PERFORMANCE) The time of performance of the construction contract is a nominal 15 months from issuance of a Notice to Proceed through readiness for Final Payment (12 months to Substantial Completion plus 90 days). However, the contract provides for a notice of commencement for the Contractor to submit shop drawings for approval of materials, permits, and MOTs (maintenance of traffic plans) ahead of the physical construction. Task 2, Office Engineering Services - The effective time of performance of this task is approximately 16 months - from the preconstruction conference/notice of commencement through Final Completion. Task 3, Resident Project Representation - the estimated time of performance of this task is approximately 15 months - full time from the second Notice to Proceed through Substantial Completion punchlist (assumed one month after Substantial Completion- 365 calendar days) plus part-time over three months during final inspection and acceptance before Final Completion. The time of completion for these tasks is not within the control of the Consultant. The Consultant's schedule and provision of the various services is dependent upon the CX1M 40f5 C:\KM0946.ESOC.doc 11/1812002 construction period defined in the contract documents. These services are based upon anticipated 15-month (455 calendar days) construction contract duration. If the construction contract runs longer than the anticipated 15 months, additional fees for extended engineering services will be negotiated for the extended construction duration. If the construction period runs appreciably shorter than the anticipated IS-months duration, an adjustment in fees reflecting decreased engineering services will be negotiated. PAYMENT AND COMPENSATION Invoicing shall be monthly on a time and materials basis. A status report will accompany each progress billing. The not-to-exceed fee for the proposed work is $313,845 for Tasks 2 and 3. Fee structure breakdown is provided in Attachment One through Three. TASK DESCRIPTION AMOUNT 2.0 Office Engineering Services 3.0 Resident Project Representation Total Estimated Not-to-Exceed Cost $ 155,783 $ 158,062 $ 313,845 alii 5of5 C:\KM0946.ESDC.doc 11/1812002 W Z o I- Z W ~ ::I: ~ ~ II .. NI" 0 It)N ....N ~ 0 It).... ..CD N I~ 0 .... N...... '" ...... N~ N ....'" ....0 0 N .... _ III N ~N ~~ ~ ~ N ~ "" '" It) J! ~ ~ N o ::0 ...,g , J- 00 0 CD It)N "'.. C!i C!i 0 "" NO "" -- 0 NCD N ..It) N '" ~.. CD I II: 3~ ~ .. I 'C ~ .,0 I ..Ill 13" I -~I-- 0 00 .. NN E S "'''' II: '" .. i: .. N II: ~II: .. 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Z en ell ~ I-' en 0 III ~I ~ it: ell oil ~ & l u I- w a:: ~ c: e I~ z z 8 IS w 0 en 0 w 0.- l'a ..., Ie- c:W (!) 5 I " w c: c: 0. ell 09 ~ ~ ~ Gl l!! '" ~! E! I~ a: z z Z ". oS! U U c: ell ell c: 1~ it: ::::; (5 g>~ 'Oa g Gl J c: Gl 0 ::J ti I- ... c: .e- ,g .~ s: :; .. 0 I~ ::::i w I- iD z 8 a >~ l!! I~ :I: U "- '" c: c: ~ "C ~ W w 21ffi 0" 0. 0. c: ,$", Gl Gl ~ e r!]i z w ~ 'lH r:: ~ 1.2; iii "!i "" -5 t! 8 a.. -0 ... w ~~ -c: 0 'w (; II: ~:; 8 ". .l< -0 I!! '" ~o. en - Gl- :I: ~ U Gl 15 c c: e.g ::l uU c: 8- 0 13 Gl Gl W Z 0 "2 U ~ ~ Gl -- ;l ~ U " en ii: ~ "8"~ '" "C 1:111 a:: w 0. :z: Ql"~ .- Ql 0. en 0. Ql c: Ql en ! II. - "-"2 E-e- 0 " "c: "> '" -e- w & 0 ~o. .. .c t) "C .c: ll! Ql Gl Gl .c: a:: ~o. en 0. a: a: <.l 0. N .., :oc: olI: - N ..... It! "! ": "! "! 0- olI: _N ~ -... ! III N N NN N N N N N N N! III MM {2. : {2. < U r i Ii j ! ~ ATTACHMENT TWO PROJECT: City of Miami Beach. Florida Rehabilitation of Sanitary Sewers DESCRIPTION: OffIce Engineering Services CONTRACT REFERENCE: Professional Engineering Services Agreement between City of Miami Beach and Camp Dresser & McKee Inc., dated November, 2002 for Citywide Sanitary Sewer System Improvements Projects LABOR Hours Billing Rate Cost Associated Employee Project Director Project Manager Sr. Eng.! Arch. Eng.! Arch. Staff Eng. Project Billing! Clerical Total Labor Hours 32 376 419 467 40 468 1802 $146.85 $121.53 $104.31 $70.89 $55.00 $40.51 $4,699 Victor Pujals, P.E. $45,695 Jim Crane, P. E. $43.706 Andrew Lynn $33,106 $2,200 Adriana Bustillos $18,959 Karla Martinez Total lABOR COST $148,365 OTHER DIRECT COSTS Computer, Word Processing Travel, Meals, Lodging Printing, Reproductions, & Communications Plans & Specs, postage Priority Mail charges. Miscellaneous Total OTHER DIRECT COSTS $7,418 OUTSIDE PROFESSIONAlS none Total OUTSIDE PROFESSIONAlS $0 $155,783 Total Estimated Cost A 'HN Me Ratea"'\I HRSJQ..SI a...... 12/l1S12OO2 ATTACHMENT THREE PROJECT: City of Miami Beach, Florida Rehabilitation of Sanitary SeWl!rs DESCRIPTION: Resident Project Representation CONTRACT REFERENCE: Professional Engineering Services Agreement between City of Miami Beach and Camp Dresser & McKee Inc., dated November, 2002 for Citywide Sanitary Sewer System Improvements Projects LABOR Hours Billing Rate Cost Resident Representative (Full time) RPR OT Total Labor Hours 2257 320 2577 $55.00 $82.50 $124,135 $26,400 Total LABOR COST $150,535 OTHER DIRECT COSTS Computer, Word Processing Printing. Reproductions, Communications, Photo & Developing. supplies, Misc. CSE equipment $7,527 Total Estimated Cost $158,062 A WW MBfble.,..,HRS.xLSfRelldlllt ,- I --- " ,..- CITY OF MIAMI BEACH CONSULTANT SERVICE ORDER Service Order No.1 for Professional Engineering TO: Camp Dresser & McKee Inc, 800 Brickell Avenue, Suite 71 0 Miami, Florida 33131 DATE: Pursuant to the Agreement between City ofMiarni Beach and Camp Dresser & McKee Inc., (CDM) for Professional Engineering Services for Citywide Sanitary Sewer System Improvements Project (''the Agreemenf'), you are directed to provide the following services: Project Name: Rehabilitation ofSanitarv Sewers (Reference Contract No. 36-00/01) Scope of Work: Engineering Services During Construction per the enclosed attachments Calendar days to complete this work: Estimated Construction Cost: 16 months from receipt of Notice to Proceed Compensation for this Service Order: $5.228.945 $313.845 Reimbursable Expense Basic Service x Additional Service ACCEPTED: City ofMi ;Q Camp Dresser & McKee Inc. 1f'~PZ ~~ Date Victor 1. Pujals, P.E., D.E.E. Vice President /~1/3J()Z Fred H. Beckmann, P.E., Director of Public Works Date C:\KM0945.sch O.doc 1111&'2002