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Corzo Cstella Carballo Thompson Salman, P.A.~aDy- ~G 77 ~ PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF MIAMI BEACH, FLORIDA AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. FOR CONSTRUCTION ENGINEERING AND INSPECTION (CEI) SERVICES FOR PROJECTS IN WHICH CONSTRUCTION COSTS DO NOT EXCEED $1 MILLION OR FOR STUDY ACTIVITY (IES) WHEN THE FEE FOR SUCH PROFESSIONAL SERVICE(S) DOES NOT EXCEED $50,000 JUNE 2008 ~~~ 1~~ ~~T-~~ PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1 DEFINITIONS 5 1.1 City 5 1.2 City Commission 5 1.3 City Manager 5 1.4 Proposal Documents 5 1.5 Consultant 5 1.6 City Project Coordinator 6 1.7 Program Manager -Intentionally omitted 6 1.8 Basic Services 6 1.9 The Project 6 1.9.1 The Project Cost 6 1.9.2 The Project Scope 6 1.10 Construction Cost 7 1.10.1 Construction Cost Budget 7 1.10.2 Statement of Probable Construction Cost 7 1.11 Force Majeure 7 1.12 Contractor 7 1.13 Contract Documents 7 1.14 Contract Amendment 8 1.15 Contract for Construction 8 1.16 Additional Services 8 1.17 Work g 1.18 Services 8 1.19 Schedules 9 1.20 Scope of Services 9 ARTICLE 2. BASIC SERVICES 9 2.1 Administration, Inspection, and Materials Sampling and Testing 9 2.2 Responsibility for Claims and Liabilities 9 2.3 Time 9 ARTICLE 3. THE CITY'S RESPONSIBILITIES 14 ARTICLE 4. ADDITIONAL SERVICES 18 ARTICLE 5. REIMBURSABLE EXPENSES 19 ARTICLE 6. COMPENSATION FOR SERVICES 19 ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 21 ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 21 2 _~ PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 9. TERMINATION OF AGREEMENT 21 9.1 Termination for lack of Funds 21 9.2 Termination for Cause 21 9.3 Termination for Convenience 22 9.4 Termination by Consultant 22 9.5 Implementation of Termination 23 9.6 Non-Solicitation 23 ARTICLE 10. INSURANCE 24 ARTICLE 11. INDEMNIFICATION 25 ARTICLE 12. VENUE 25 ARTICLE 13. LIMITATION OF LIABILITY 25 ARTICLE 14. MISCELLANEOUS PROVISIONS 26 ARTICLE 15. NOTICE 29 SCHEDULES: SCHEDULE A CONSULTANT SERVICE ORDER (SCOPE OF SERVICES) 31 SCHEDULE B CONSULTANT COMPENSATION 32 SCHEDULE C HOURLY BILLING RATE SCHEDULE 33 SCHEDULED PROJECT SCHEDULE 34 SCHEDULE E INSURANCE CHECKLIST 35 3 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. FOR PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS This Agreement made and entered into this ~~2 day of , 2008, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and Corzo Castella Carballo Thompson Sahnan, P.A. (C3TS) a Florida corporation having its principal office at 901 Ponce De Leon Boulevard, Suite 900, Coral Gables, FL 33134 (hereinafter referred to as Consultant). WITNESSETH: WHEREAS, the City undertake(s) various capital projects within the City of Miami Beach, and wishes to engage the Consultant to provide professional services for certain projects to be assigned, at the City's discretion and by means of the issuance of a "Consultant Service Order" (similar to the form shown in Schedule "A" to this Agreement); and WHEREAS, the Consultant desires to contract with the City for performance of professional services relative to those projects assigned by the City, as specifically described in the Consultant Service Order. NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreements herein contained, agree as follows: 4 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 1. DEFINITIONS 1.1 CITY: The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. 1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized designees, including the Project Coordinator and shall serve as the Ciry'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 (RFQ) No. 01-07/08 FOR THE ESTABLISHMENT OF A PRE- APPROVED LIST OF PROFESSIONAL CONSTRUCTION ENGINEERING AND INSPECTION SERVICES (CEI) FIRMS TO PROVIDE VARIOUS CEI SERVICES, ON AN AS NEEDED BASIS issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto (Proposal), which is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. 1.5 CONSULTANT: The "Consultant" is herein defined as Corzo Castella Carballo Thompson Salman, P.A. (C3TS) a Florida corporation having its principal office at 901 Ponce De Leon Boulevard, Suite 900, Coral Gables, FL 33134. 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. 5 PROFESSIONA[. CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual appointed by the City Manager who shall be the City's authorized representative to coordinate, direct, and review on behalf of the City, all matters related to the Project, except as otherwise provided herein. 1.7 Intentionally omitted. 1.8 BASIC SERVICES: "Basic Services" shall include those services, as described in the "Consultant Service Order", issued by the City to the Consultant hereunder, and attached as Exhibit A, hereto. 1.9 PROJECT: The "Project" shall mean the City project, described in the "Consultant Service Order." 1.9.1 PROJECT COST: The "Project Cost", as established by the City, shall mean the total cost of the Project to the City including, without limitation, the Construction Cost, professional compensation, land cost, fmancing cost, testing services, surveys, and other miscellaneous costs. 1.9.2 PROJECT SCOPE: The "Project Scope" shall mean the description of the Project contained in the "Consultant Service Order" issued to the Consultant by the City (as may be modified by any approved change orders issued subsequently). 1.10 CONSTRUCTION COST: The "Construction Cost" for the Project shall mean the sum which is the total cost or estimated cost to the City of all elements of the Project designed or specified by the Consultant and approved by the City, including, at current market rates (with a reasonable allowance for overhead and profit), the cost of labor and materials and any equipment which has been designed, specified, selected or specifically provided for by the Consultant and approved by the City, and including a contingency allowance for unforeseen conditions, not to exceed ten percent (10%) of the construction cost for new construction, or twenty percent (20%) of construction cost for rehabilitation of historic buildings, and not including the compensation of the Consultant and any subconsultants, the cost of land, rights-of--way, surveys, testing, or other reimbursable 6 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 expenses. For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and accepted from a responsible bidder or proposer for any and all of such Work. 1.10.1 CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean an amount budgeted by the City for Construction Cost, as may be specified in the Project Scope. 1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable Construction Cost" shall mean a forecast of Construction Cost prepared by the Consultant, for the guidance of the City. For Work which bids or proposals have not been let, the Construction Cost shall be the same as the latest Statement of Probable Construction Cost. The City shall have the right to verify the Statement of Probable Construction Cost or detailed cost estimate by the Consultant. 1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations, enacted after the date of this Agreement and having a substantial impact on the Project; other causes beyond the parties' control; or by any other such causes which the Consultant and the City decide in writing justify the delay; provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.12 CONTRACTOR /CONTRACTORS: "Contractor" or "Contractors" shall mean those persons or entities responsible for performing Work or providing materials, supplies and equipment identified in a bid and construction documents for the Project. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement and all exhibits and amendments hereto including, without limitation, the Consultant Service Order. As applicable to the Project and the Services hereto, Contract Documents may 7 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 also include the Contract for Construction; Conditions of the Contract (General, Supplementary and other Conditions); Construction Documents; and any addenda issued prior to execution of the Contract for Construction. A Modification is one of the following: (1) written amendment to this Agreement or the Contract for Construction signed by both parties; (2) an approved Change Order; (3) a Construction Change Directive; or (4) a written order for a minor change in the Work issued by the Consultant. 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean a legally binding agreement between the City and Contractor(s). 1.15 CONTRACT AMENDMENT: "Contract Amendment" shall mean the written order to the Contractor approved by the City, as specified in this Agreement, and signed by the City's duly authorized representative, authorizing a change in the Project or the method and manner of performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars ($25,000.00) or the City Manager if they are twenty- five thousand dollars ($25,000.00) or less in amount (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such Contract Amendment. 1.16 ADDITIONAL SERVICES: "Additional Services" shall mean those services described in Article 4 herein, which have been duly authorized in writing by the City Manager prior to commencement of same. 1.17 WORK: "Work" shall mean the work to be performed on the Project by the Contractor, pursuant to the applicable Contract Documents, whether completed or partially completed, and includes labor and materials, equipment, and services provided, or to be provided, by the Contractor to fulfill its obligations. 1.18.1 SERVICES: "Services" shall mean the services to be performed on the specified Project by the Consultant pursuant to this Agreement (and the Consultant Service Order), 8 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 whether completed, or partially completed, and includes other labor and materials, equipment and services provided, or to be provided, by Consultant to fulfill its obligations herein. 1.19 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement as follows: Schedule A -Consultant Service Order (Scope of Service). Schedule B -Consultant Compensation: The schedule of compensation to the Consultant for Basic Services, and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by the Consultant and approved by the City. Schedule C -Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the Consultant as submitted by the Consultant and approved by the City. Schedule D -Project Schedule (if determined applicable by City). Schedule E -Insurance Checklist. 1.20 SCOPE OF SERVICES: "Scope of Services" shall mean the Project Scope as described in the Consultant Service Order issued by the City hereunder (Schedule "A"), together with any Additional Services approved by the City, as described in Articles 2 and 4, respectively herein. ARTICLE 2. BASIC SERVICES 2.1 The Consultant shall provide Basic Services, on an "as needed basis," meaning that each firm awarded a contract hereby agrees to be placed on a professional CEI list where the City may call upon them to perform professional services for certain City projects, as assigned by the City, in its sole discretion and judgment. As the need for service arise, firms will be contacted to provide the necessary professional services according to the negotiated scope of work and cost. CEI services will be quoted as a lump sum based on the estimated hours to complete a project. Detailed hourly rates will be negotiated for all personnel classifications for the firms. 9 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 The Services will be performed by the Consultant upon receipt of a written Consultant Service Order signed by the City Manager, or his designee. Consultant shall countersign the Consultant Service Order upon receipt, and return the signed copy to the City. The Consultant shall coordinate with subconsultants and other consultants, and conform to all applicable codes and regulations. Consultant, as it relates to the Services, represents and warrants to the City that it is knowledgeable of codes, rules and regulations applicable in the jurisdictions in which the Project is located, including, local ordinances and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, administrative rules and regulations (including the regulations of the Florida Department of Transportation [FDOT] and Florida Department of Environmental Protection [FDEP], if applicable), and Federal laws, rules and regulations. The Consultant agrees to comply with all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at any time, and shall further take into account all known pending changes to the foregoing, of which it should reasonably be aware. The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents that it is experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is properly licensed pursuant to the applicable laws, rules and regulations to perform such Services. Consultant warrants that it shall be responsible for the technical accuracy of its work and the Services. 2.2 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of their designs, working drawings, specifications or other documents and services; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, specifications or other documents prepared by the Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City and its employees. 10 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 2.3 TIME: It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree as follows: 2.3.1 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement and the orderly progress of the Work. 2.3.2 The parties agree that the Consultant's Services during all phases of the Project will be performed in a manner that shall conform to the Consultant Service Order (or the approved Project Schedule, if City determines one is required). The Consultant may submit requests for an adjustment to the time provided for completion of the services in the Consultant Service Order (or the approved Project Schedule, if applicable) made necessary, by undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken by the City to approve the Services or parts of the Services. The City shall not unreasonably refuse to approve such adjustment(s) to the time period(s) provided in the Consultant Service Order (or the approved Project Schedule, if applicable) if the request is made in a timely manner and is fully justified. 2.3.3 In providing the Services described in this Agreement, the Consultant shall use its best efforts to maintain, on behalf of the City, a constructive, professional, cooperative working relationship with the City's Project Coordinator, Contractor(s), and others that have been contracted to perform services and / or work pertaining to the Project. 2.3.4 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.3.5 Whenever during the term of this Agreement, others are required to verify, review, 11 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 or consider any work performed by Consultant, including but not limited to the design professionals, Contractors, and other consultants retained by the City, Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as possible under the circumstances, taking into account the time period(s) and requirements of the Consultant Service Order (or the approved Project Schedule, if applicable). 2.3.6 The City shall have the right at any time, and in its sole and absolute discretion, to submit for review to consulting engineers or consulting architects or other consultants, engaged by the City at its own expense for that purpose, any or all parts of the services performed by the Consultant, and the Consultant shall cooperate fully in such review at the City's request. 2.3.7 Consultant agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certification of authorization, or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services. 2.3.8 Consultant agrees to employ and designate in writing, within five (5) calendar days after receiving a signed Consultant Service Order, a qualified professional to serve as the Consultant's project manager (herein after referred to as "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of Services to be provided and performed under this Agreement. 2.3.9 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do so from City, to promptly remove and replace Project Manager, or any other personnel employed or retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request may be made by City with or without stating its cause. 2.3.10 Consultant herein represents to City that it has expertise in the type of professional services that will be performed and pursuant to this Agreement. Consultant agrees 12 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 that all Services to be provided by Consultant pursuant to this Agreement shall be subject to City's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with applicable published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies having jurisdiction over the Project or the Services to be performed by Consultant hereunder. In the event of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its best professional judgment to advise City regarding resolution of each such conflict. 2.3.11 Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without City's prior written consent, or unless incident to the proper performance of Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non-public information concerning Services to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. 2.3.12 The City and Consultant acknowledge that the Scope of Services under the Consultant Service Order (attached as Schedule "A" hereto) may not delineate every detail and minor work task required to be performed by Consultant to complete the Project. If, during the course of the performance of the Services contemplated in this Agreement, Consultant determines that work should be performed to complete the Project which is, in the Consultant's opinion, outside the level of effort originally anticipated, whether or not the Scope of Services identifies the work items, Consultant shall notify the Project Coordinator, in writing, in a timely manner, and obtain said Project Coordinator's written consent, before proceeding with the work. The Project Coordinator must comply with Contract Amendment processing requirements as outlined in Article 1.14, prior to issuance of any written authorization to proceed with Additional Services to Consultant. If Consultant proceeds with additional Services without notifying and obtaining the consent of the Project Coordinator, said work shall be deemed to be 13 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 within the original level of effort, and deemed included as a Basic Service herein, whether or not specifically addressed in the Scope of Services (Consultant Service Order). Notice to the Project Coordinator does not constitute authorization or approval by the City to perform the work. Performance of work by Consultant outside the originally anticipated level of effort without the prior written consent of the City shall be at Consultant's sole risk. 2.3.13 Consultant shall establish and maintain files of documents, letters, reports, plans, etc. pertinent to the Project. Consultant shall provide City with a copy of applicable Project correspondence for City to file in its filing system. 2.3.14 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.3.15 In the event Consultant is unable to timely complete the Project because of delays resulting from delays which are caused by factors outside the control of Consultant, Consultant shall provide City with immediate written notice stating the reason for such delay and a revised anticipated schedule of completion. City, upon review of Consultant's submittal and such other documentation as the City may require, may grant a reasonable extension of time for completion of the Project and may provide reasonable compensation, if appropriate. 2.3.16 The Consultant covenants with the City to furnish its Services hereunder properly, in accordance with the standards of its profession and in conformance with applicable construction, building and health codes and other applicable Federal, State and local rules, regulations and laws, of which it should reasonably be aware, throughout the term of this Agreement. City participation in the Project in no way relieves the Consultant of its professional duties and responsibilities under applicable law and under the Contract Documents. 14 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with respect to the services to be rendered under this Agreement (herein after referred to as Project Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define City policies and decisions with respect to Consultant's Services on this Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatsoever, unless approved by the City Manager and/or City Commission in compliance with Article 1.14 requirements, including but not limited to the following: a) The Consultant Service Order. b) The time the Consultant is obligated to commence and complete all such Services; or c) The amount of compensation the City is obligated or committed to pay Consultant. 3.2 The City shall assist Consultant by placing at Consultant's disposal, all information the City has available pertinent to the Project, including previous reports and any other data relative to design or construction of the Project. It shall be fully understood that City, in making such reports, site information, and documents available to the Consultant is in no way certifying representing and/or warranting as to the accuracy or completeness of such data, including, but not limited to, any information provided in the City's Request for Qualifications and backup documentation thereto. Any conclusions or assumptions drawn through examination there of shall be the sole responsibility of the Consultant and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. Services required due to inaccurate, incomplete or incorrect information supplied by the City may be undertaken by the Consultant as an Additional Service to this Agreement. Consultant shall notify the Project Coordinator, in writing, in a timely manner and obtain said Project Coordinator's written consent, before proceeding with the work. If Consultant proceeds with the Additional Services without notifying and obtaining the consent of the Project Coordinator, said work shall be deemed to be within the original level of effort and deemed included as a Basic Service herein. 15 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 3.3 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling services as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on this Project for which Consultant has received payment from the City. 3.4 If the City observes or otherwise becomes aware of any fault or defect in the Project or non-conformance with the Contract Documents, the City shall give prompt written notice thereof to the Consultant. 3.5 The City shall furnish required information and services and render approvals and decisions in writing as reasonably expeditious as necessary for the orderly progress of the Consultant's Services. No approvals required by the City during the various phases of the Project shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or reject any proposed submissions of Consultant for any reasonable basis. 3.6 The City Commission shall be the fmal authority to do or to approve the following actions or conduct by passage of an enabling resolution or amendment to this Agreement. 3.6.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated to the City Manager or his designee) in this Agreement. 3.6.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfer or subletting of this Agreement or 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. 16 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 3.6.3 All required City Commission approvals and authorizations shall be expressed by passage of an appropriate enabling resolution and, if an amendment, by the execution of an appropriate amendment to this Agreement. 3.6.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3.6.5 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 3.7 The City Manager or his designee(s) shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the City Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 3.7.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the Consultant's Services. The City Manager, in his administrative discretion, may consult with the City Commission concerning disputes or matters arising under this Agreement regardless of whether such matters or disputes are enumerated herein. 3.7.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3.7.3 The City Manager, or his designee, shall be the sole representative of the City 17 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 authorized to issue a Consultant Service Order. 3.7.4 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein. 3.7.5 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his powers, duties and responsibilities under this Agreement. ARTICLE 4. ADDITIONAL SERVICES 4.1 Additional Services for Projects under this Agreement will only be performed by the Consultant following receipt of a written authorization by the City Manager or his designee, prior to commencement of same. Such authorization shall contain a description of the Additional Services required; "Not to Exceed" fee with a "Not to Exceed" amount on additional Reimbursable Expenses (if any) and an amended completion date for the Project (if any). "Not to Exceed" shall mean the maximum cumulative fees allowable, which the Consultant shall not exceed without specific written authorization from the City. The "Not to Exceed" amount is not a guaranteed maximum cost for the services requested by the City. 4.2 The term "Additional Services" includes services involving the Consultant or any subconsultants whether previously retained for the Services or not or whether participating as members with Consultant or not, subject to the City's right to previously approve any change in Consultants as set forth in this Agreement. 4.3 Additional Services may consist of the following: 4.3.1 Serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding unless such preparation has arisen from the failure of the Consultant to meet the Standard of Care set forth in the Agreement. 18 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 4.3.2 If determined applicable by the City, preparing documents for Change Orders, or supplemental work, initiated at the City's request and outside the Scape of Services and specified in the Construction Documents after commencement construction. 4.3.3 Providing such other professional services to the City relative to the Project which arises from subsequent circumstances and causes (excluding circumstances and causes resulting from error, inadvertence or omission of the Consultant) which do not currently exist or which are not contemplated by the parties at the time of execution of this Agreement. ARTICLE 5. REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional Services and include actual expenditures made by the Consultant in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in excess of $1,000, must be authorized in advance in writing by the City's Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up material reasonably requested by the City, and Consultant shall certify as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement". 5.2 Expenses subject to reimbursement in accordance with the above procedures may include the following: 5.2.1 Expense of reproduction, postage and handling of drawings, specifications and other documents, excluding reproductions for the office use of the Consultant and sub-consultants. Courier and postage between the Consultant and its sub- consultants are not reimbursable. 5.2.2 Fees for all necessary permits required for the performance of the Work. 19 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 6. COMPENSATION FOR SERVICES 6.1 In consideration of the Basic Services to be provided herein, the Consultant shall be compensated the not to exceed, cost reimbursable fee listed in Schedule "B" attached hereto (Consultant Compensation). 6.2 Additional Services authorized in accordance with Article 4 will be compensated. Request for payment of Additional Services shall be included with the monthly Basic Services payment request noted in Article 6.1 above. All Additional Services must be approved by the Project Coordinator, in writing, prior to commencement of same, as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City Project Coordinator. Request for payment of Additional Services shall be included with the monthly Basic Services payment request noted in Article 6.1 above. All Additional Services must be approved by the Project Coordinator, in writing, prior to commencement of same, as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City Project. Coordinator. No markup shall be allowed on subcontracted Additional Services. 6.3 Reimbursable Expenses, as defined in Article 5, shall be paid up to the "Not to Exceed" amount noted in Schedule "B". Request for payment of Reimbursable Expenses shall be included with the monthly Basic Services payment request noted in Article 6. Proper backup must be submitted with all reimbursable requests. No markup or administrative charges shall be allowed on Reimbursable Expenses. 6.4 No retainage shall be made from the Consultant's compensation. 6.5 Method of Billing and Payment. With respect to all Services, Consultant shall submit billings on a monthly basis in a timely manner. These billings shall identify the nature of the work performed. In the event sub consultant work is accomplished utilizing the lump sum method, the percentage of completion shall be identified. Billings shall also itemize and summarize Reimbursable Expenses by category. Where written approval of the City 20 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CE1) SERVICES ON AN "AS NEEDED" BASIS June 2008 is required for Reimbursable Expenses, a copy of said approval shall accompany the billing for such Reimbursable. When requested, Consultant shall provide backup for past and current invoices. 6.6 The City shall pay Consultant within forty-five (45) calendar days from receipt and approved by the City of Consultant's proper statement. ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 7.1 Consultant shall keep such records and accounts and require any and all Consultant and subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries for charges to the Project, and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Consultant's Services for the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for City's disallowance of any fees or expenses based upon such entries. All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes. ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 8.1 Electronic files of all documents, including, but not limited to, tracings, drawings, specifications, investigations and studies completed or partially completed, shall become the property of the City upon completion, termination, or abandonment of the Consultant's Services for the Project. Consultant shall deliver the above documents to the City within thirty (30) days of completion of its services on the Project, or termination of this Agreement, or termination or abandonment of its services on the Project. 8.2 Any other re-use of documents by City, other than for the specific purpose intended, will require the written authorization of Consultant, and if such authorization is not obtained, shall be at the City's sole risk and without liability to Consultant. 21 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 9. TERMINATION OF AGREEMENT 9.1 Termination For Lack Of Funds: The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding for the construction. of the Project, the Project may be abandoned or terminated, and the City may cancel this Agreement as provided for herein without further liability to the City. 9.2 Termination For Cause: The City may terminate this Agreement for cause in the event that the Consultant (1) violates any provisions of this Agreement or performs same in bad faith or (2) unreasonably delays the performance of the Services or does not perform the Services in a timely and satisfactory manner, upon written notice to the Consultant. In the case of termination by the City for cause, the Consultant shall be first granted a thirty (30) day cure period after receipt of written notice from the City. 9.2.1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and discretion, may take over the Services and complete them by contracting with another consultant or otherwise. In such event, the Consultant shall be liable to the City for any additional cost incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of such incomplete Services, and the cost of completion of such Services which would have resulted from payments to the Consultant hereunder had the Agreement not been terminated. 9.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 6 herein and the City shall have no further liability for compensation, expenses or fees to the Consultant. 9.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly assemble and submit to the City, as provided herein or as required in the written 22 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 notice, all documents, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by such termination. 9.2.4 In the event of a termination for cause, no payments to the Consultant shall be made (1) for Services not satisfactorily performed and (2) for assembly of submittal of documents, as provided above. 9.3 Termination For Convenience: The City, in addition to the rights and options to Terminate for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to Consultant, in writing, fourteen (14) days prior to termination. In the event City terminates Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all Services rendered up to the time of receipt of said written termination notice, and for the assembly and submittal to the City of documents for the Services performed, in accordance with Article 6 herein, and the City shall have no further liability for compensation, expenses or fees to the Consultant, except as set forth in Article 6. 9.4 Termination By Consultant: The Consultant may only terminate this Agreement for cause in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days prior to termination. In that event, payment for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in accordance with Article 6 herein, and the City shall have no further liability for compensation, fees, or expenses to the Consultant. In the case of termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after receipt of written notice from the Consultant. 9.4.1 The Consultant shall have no right to terminate this Agreement for convenience of the Consultant. 9.5 Implementation Of Termination: In the event of termination, either for cause or for 23 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 convenience, the Consultant, upon receipt of the Notice of Termination, shall (1) stop the performance of Services under this Agreement on the date and to the extent specified in the Notice of Termination; (2) place no further orders or subcontracts except for any that may be authorized, in writing, by the Project Coordinator, prior to their occurrence; (3) terminate all orders and subcontracts to the extent that they relate to the performance of the Services terminated by the Notice of Termination; (4) promptly assemble and submit, as provided herein, all documents for the Services performed, including drawings, calculations, specifications, correspondence, and all other relevant materials affected by the termination; and (5) complete performance of any Services as shall not have been terminated by the Notice of Termination, and as specifically set forth therein. 9.6 Non Solicitation: The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other consideration contingent upon the execution of this Agreement. For breach or violation of this warranty, the City has the right to terminate this Agreement without liability to the Consultant for any reason whatsoever. ARTICLE 10. INSURANCE 10.1 The Consultant shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not commence with work on this Project until satisfactory proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: (a) Professional Liability Insurance in the amount of One Million ($1,000,000.00) Dollars per claim, with a maximum deductible of $150,000 per claim, $450,000 aggregate. Consultant shall notify City in writing within thirty (30) days of any claims filed or made against the Professional Liability Insurance Policy. (b) Comprehensive General Liability Insurance in the amount of $1,000,000.00 Single Limit Bodily Injury and Property Damage coverage for each occurrence, 24 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 which will include products, completed operations, and contractual liability coverage. The City must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits of the State of Florida. 10.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial modifications in the insurance coverage, to the Project Coordinator. 10.3 The insurance must be furnished by an insurance company rated B+: VI or better, or its equivalent, according to Bests' Guide Rating Book and must additionally be furnished by insurance companies duly authorized to do business in the State of Florida and countersigned by the company's Florida resident agent. 10.4 Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies required above. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that the City shall be given thirty (30) days notice prior to expiration or cancellation of the policy. 10.5 Consultant shall also acknowledge compliance with the insurance requirements set forth herein by execution of the Insurance Checklist, attached as Schedule "E" hereto. ARTICLE 11. INDEMNIFICATION 11.1 Consultant herein agrees to indemnify and hold harmless the City, and its officer and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the Agreement. This Article 11, and Consultant's indemnification contained herein, shall survive the termination and expiration of the Agreement. 25 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS Juue 2008 ARTICLE 12. VENUE This Agreement shall be governed by, and construed in accordance with the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in Federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. ARTICLE 13. LIMITATION OF LIABILITY 13.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on City's liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the amount of the fees for Services agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder. Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery from the City for any damage action for breach of contract to be limited to a maximum amount of the fee for Services agreed upon under the terms of the Agreement, less the amount of all funds actually paid by the City to the Consultant. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement in an amount in excess of the amount of fee under this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant for any action or claim for breach of contract arising out of the performance or non-performance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes. 26 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 14. MISCELLANEOUS PROVISIONS 14.1 Intentionally omitted. 14.2 EQUaI Opportunity Employment Goals: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. Consultant agrees, if requested, to furnish City with a copy of its Affirmative Action Policy. 14.3 Public Entity Crimes Act: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bids or leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or sub consultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the convicted vendor list. Violation of this Section by Consultant shall result in cancellation and may result in Consultant's debarment. 14.4 No Contins7ent 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 27 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 14.5 The Consultant represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the services required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for the performance of the work under this Agreement. 14.6 The Consultant, its consultants, agents and employees and sub contractors, shall comply with all applicable Federal, State and County laws, the Charter, related laws and ordinances of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state and national boards, bureaus and agencies as they relate to the Project and Consultant's performance of the Services. 14.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Consultant, under any circumstances, without the prior written consent of City. 14.8 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless contained in a written document executed with the same formality and of equal dignity herewith. 28 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 ARTICLE 15. NOTICE 15.1 All written notices given to City by Consultant shall be addressed to: City Manager's Office c/o Assistant City Manager Timothy Hemstreet City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Office of Public Works c/o City Engineer, Fernando Vazquez City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 All written notices given to the Consultant from the City shall be addressed to: All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. 29 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 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 CLERK Attest CITY OF MIAMI BEACH MAYOR CONSULTANT Robert T. Carballo Print Name Print Name APPROVED AS TO FORM & LANGUAGE e~ FOR EXECUTION ~~~ City Attome ~ Date 30 Javier F . Sa.]man . AIA CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 SCHEDULE A CONSULTANT SERVICE ORDER PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. Service Order No. TO: DATE: Pursuant to the Agreement between the Ciry of Miami Beach and the above named firm for VARIOUS PROFESSIONAL CERTIFIED ENGINEERING INSPECTION SERVICES ON AN AS-NEEDED BASIS, Dated: You are directed to provide the following: SCOPE OF SERVICES: Project Name and No.: Estimated Calendar days to complete this work: Start Date: Fee for this Service Order: The above fee is a lump sum, or Upset limit This Work is: Basic Service Additional Service Reimbursable Expense Allowance: City's Project Coordinator Print Name days (check one) Consultant Print Name/Title 31 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 SCHEDULE B CONSULTANT COMPENSATION PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. Scope of Services: Project Cost: $ ('this price will be negotiated and approved by the City's authorized representative) Reimbursable Expenses Total Lump Sum: $. 32 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 SCHEDULE C HOURLY BILLING RATE SCHEDULE PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. Senior Project Engineer Project Manager Contract Support Specialist Resident Compliance Specialist Senior Inspector Inspector/Engineer Intern Asphalt Plant Inspector Inspector's Aide Survey Party Chief Environmental Specialist Casting Yard Engineer/Manager Geotechnical Engineer Geotechnical Technician Public Information Officer Senior ITS Inspector ITS Inspector ATTEST (Name of Corporation) (Secretary) (Corporate Seal) Q (Firm/Company Name) (Signature) (Print Name and Title) 33 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 SCHEDULE D PROJECT SCHEDULE PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN AS-NEEDED BASIS AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND CORZO CASTELLA CARBALLO THOMPSON SALMAN, P.A. Task Description: Calendar Davs after Notice to Proceed Days Days Days Days Note: The above durations are calendar days which are include the response time by the City, including Program Manager's response time (it required for the project). 34 PROFESSIONAL CERTIFIED ENGINEERING AND INSPECTION (CEI) SERVICES ON AN "AS NEEDED" BASIS June 2008 SCHEDULE E INSURANCE CHECK LIST XXX 1. Workers' Compensation and Employer's Liability per the statutory limits of the state of Florida. XXX 2. Comprehensive General Liability (occurrence form), limits of liability $ 1,000,000.00 per occurrence for bodily injury property damage to include Premises/ Operations; Products, Completed Operations and Contractual Liability. Contractual Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications). XXX3 4. XXX 5. 6 XXX 7 Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired automobiles included. Excess Liability - $ . 00 per occurrence to follow the primary coverages. The City must be named as and additional insured on the liability policies; and it must be stated on the certificate. Other Insurance as indicated: _ Builders Risk completed value $ . 00 _ Liquor Liability $ . 00 _ Fire Legal Liability $ . 00 _ Protection and Indemnity $ . 00 Employee Dishonesty Bond $ . 00 XXX Professional Liability $1,000,000.00 Thirty (30) days written cancellation notice required. XXX 8. Best's guide rating B+: VI or better, latest edition. XXX 9. The certificate must state the Quote number and title We understand the Insurance Requirements under this contract, and that evidence of this insurance is required before any work is performed for the City of Miami Beach. Consultant (Print Name of Firm) Consultant's Signature Print Name/Title (Please attach Insurance Certificate following this page) 35 ~. r----- OP ID CERTIFICATE OF LIABILITY INSURANCE ACORD DATE (MM/DD/YYYY) ,. C3T3-o1 06 03 os PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE Combined Underwriters of Miami HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR 52 Terr Suite 408 8240 N W ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. , . . Miami FL 33166 Phone: 305-477-0444 Fax:305-599-2343 INSURERS AFFORDING COVERAGE j NAIC# INSURED INSURER A: HARTFORtI FxRfi xxsoxlwcs co. CORZO CASTELLA, CARBALLO INSURER B: zvsxclt AN~xxcnx xHSVw~rICE co. 30N Sa~I~N 1 . P ~ r ~~ A ~ ~ ' INSURER C: Trwvexeas iNn~ulxTZ coAmAxx ~ ~ _. ' VD. 7-900 ~ , ~. ES 03 O INSURER D: CODiTZISffiiT71L cASUAttrr coxeAHr _ 3 ~ GABL C. INSURER E: SCOTTSDALE INSURANCE CO. rnvcoer_Gc THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. LTR TYPE OF INSURANCE POLICY NUMBER DATE M DATE MMIDD LIMITS GENERAL LIABILITY ~ EACH OCCURRENCE $ 1 , 000 , OOO A ~[ COMMERCIAL GENERALLIABILITY ~ PPS 41235574 I 09/22/07 09/22/08 PREMISES (Eaoccurence~_ ! $ 300x000 CLAIMS MADE ~ OCCUR ~ ~ MED EXP (Any one person) ' $ 10, 000 X $5OO BI 6 PD DED ~ ~ PERSONAL&ADV INJURY # $ 1, OOO, OOO C ( PER CLAIM Falexox~x PnACTICES LIAR ! 10/16/07 ~ 10/16/08 GENERALAGGREGATE~~ $ 1, 000, 000 ____ GEN'L AGGREGATE LIMIT APPLIES PER: ; PRODUCTS - COMPlOP AGG ~ $ 1, OOO , OOO X POLICY PECOT- LOC ; EMPL PRAC 1, 000 000 AUT OMOBILE LIABILITY COMBINED SINGLE LIMIT ~ $ ANY AUTO (Ea accident) ~~ ALL OWNED AUTOS 1 ~ ~ BODILY INJURY $ SCHEDULED AUTOS ~ (Per person) HIRED AUTOS nI ~~~I ~ BODILY INJURY $ NON~OWNED AUTOS / (Per accident) PROPERTY DAMAGE (Per accident) $ GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO i EA ACC OTHER THAN $ AUTO ONLY: AGG EXCESSlUMBRELLALIABILITY EACH OCCURRENCE $ 4, OOO, OOO A $ OCCUR ~ CLAIMSMADE PPS41235574 09/22/07 09/22/08 AGGREGATE $ 4,000,000 X DEDUCTIBLE ~ RETENTION $ 0 $ WORKERS COMPENSATION AND X TORY LIMITS '. ER B EMPLOYERS' LIABILITY ANY I~a+oPRIETavPAaTNERrtac~CUTIVE WC6551288 01/01/08 01/01/09 _ E,L.EACHACCIDENT $ 1000000 OFFICERIMEMBER EXCLUDED? E.L. DISEASE-EA EMPLOYE $ 1000000 If yes, descr~e under SPECIAL PROVISIONS below E.L DISEASE -POLICY LIMIT $ 1000000 D OTHER PROFFESSIONAL LIAB (RETRO 8/26/88 28-824-96-56 DED. 75 000 0$/26/07 08/26/08 PER OCC. 1,000,000 AGGREGATE 2 000,000 DESCRIPTION OF OPERATIONS t LOCATIONS /VEHICLES !EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS E. PROPERTY- TOTAL INSURED VALUE: $487,300, SPECIAL, 90~ CO-INSURANCE, $1,000 ALL OTHER PERIL DEDUCTIBLE INCLUDES WIND AT VARIOUS DEDUCTIBLES FT. LAUDERDALE WIND IS THROUGH THE ICAT PROGRAM REF: CERTIFICATE HOLDER IS LISTED AS ADDITIONAL INSURED CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATKIN DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL L O DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO SHALL CITY OF MIAMI BEACH 1700 CONVENTION CENTER IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR MIAMI BEACH FL 33139 REPRESENTATNES. AU REPRESENT ACORD 25 (2(t01/08j ~ ©ACORD CORPORATION 1988