HomeMy Public PortalAboutAgreement 2021-08-11 Kimley Horn Signed1st
November
Work. Consultant acknowledges that it shall not undertake to perform any Services on any
Project until it has received from the Village the Notice to Proceed on such Project.
1.4. Consultant shall furnish all reports, documents, and information obtained pursuant to this
Agreement, and recommendations during the term of this Agreement (hereinafter
"Deliverables") to the Village.
1.5. The Consultant shall abide by the terms and requirements of the RFP, as though fully set
forth herein.
2. Term/Commencement Date.
2.1. This Agreement shall become effective upon the Effective Date and shall remain in effect
for through three (3) years thereafter, unless earlier terminated in accordance with
Paragraph 8. Additionally, the Village Manager may renew this Agreement for two (2)
additional one (1) year periods on the same terms as set forth herein upon written notice
to the Consultant.
2.2. Consultant agrees that time is of the essence and Consultant shall complete the Services
within the timeframes set forth in the Statement of Work and the Notice to Proceed for
each Project in the manner provided in this Agreement, unless extended by the Village
Manager.
3. Compensation and Payment.
3.1. Compensation for Services provided by Consultant shall be in accordance with the approved
fixed lump sum set forth in the Statement of Work or the Notice to Proceed for such Project,
which shall be based on the Rate Schedule attached hereto as Exhibit "C."
3.2. During each Project, Consultant shall deliver an invoice to Village no more often than once
per month detailing Services completed and the amount due to Consultant under the
Statement of Work for such Project. Fees shall be paid in arrears each month, pursuant to
Consultant's invoice, which shall be based upon the percentage of work completed for each
Project. The Village shall pay the Consultant in accordance with the Florida Prompt
Payment Act after approval and acceptance of the Services by the Village Manager.
3.3. Consultant's invoices must contain the following information for prompt payment:
3.3.1. Name and address of the Consultant;
3.3.2. Purchase Order number;
3.3.3. Contract number;
3.3.4. Date of invoice;
3.3.5. Invoice number (Invoice numbers cannot be repeated. Repeated invoice numbers
will be rejected);
Contract No. 2021-XX Page 2 of 40
3.3.6. Name and type of Services;
3.3.7. Timeframe covered by the invoice; and
3.3.8. Total value of invoice.
Failure to include the above information will result in the delay of payment or rejection of
the invoice. All invoices must be submitted electronically to payables(keybiscayne.fl.gov.
4. Subcontractors.
4.1. The Consultant shall be responsible for all payments to any subcontractors and shall
maintain responsibility for all work related to the Services and/or any Project.
4.2. Consultant may only utilize the services of a particular subcontractor with the prior written
approval of the Village Manager, which approval shall be granted or withheld in the
Village Manager's sole and absolute discretion.
5. Village's Responsibilities.
5.1. Village shall make available any maps, plans, existing studies, reports, staff and
representatives, and other data pertinent to the Services and in possession of the Village,
and provide criteria requested by Consultant to assist Consultant in performing the
Services.
5.2. Upon Consultant's request, Village shall reasonably cooperate in arranging access to
public information that may be required for Consultant to perform the Services.
6. Consultant's Responsibilities; Representations and Warranties.
6.1. The Consultant shall exercise the same degree of care, skill and diligence in the
performance of the Services as is ordinarily provided by a consultant under similar
circumstances. If at any time during the term of this Agreement or within two (2) years
from the completion of this Agreement, it is determined that the Consultant's Deliverables
or Services are incorrect, not properly rendered, defective, or fail to conform to Village
requests, the Consultant shall at Consultant's sole expense, immediately correct its
Deliverables or Services.
6.2. The Consultant hereby warrants and represents that at all times during the term of this
Agreement it shall maintain in good standing all required licenses, certifications and permits
required under Federal, State and local laws applicable to and necessary to perform the
Services for Village as an independent contractor of the Village. Consultant further warrants
and represents that it has the required knowledge, expertise, and experience to perform the
Services and carry out its obligations under this Agreement in a professional and first-
class manner.
6.3. The Consultant represents that is an entity validly existing and in good standing under the
laws of Florida. The execution, delivery and performance of this Agreement by
Contract No. 2021-XX Page 3 of 40
Consultant have been duly authorized, and this Agreement is binding on Consultant and
enforceable against Consultant in accordance with its terms. No consent of any other
person or entity to such execution, delivery and performance is required.
7. Conflict of Interest.
7.1. To avoid any conflict of interest or any appearance thereof, Consultant shall not, for the
term of this Agreement, provide any consulting services to any private sector entities
(developers, corporations, real estate investors, etc.), with any current, or foreseeable,
adversarial issues in the Village.
8. Termination.
8.1. The Village Manager, without cause, may terminate this Agreement upon five (5) calendar
days' written notice to the Consultant, or immediately with cause.
8.2. Upon receipt of the Village's written notice of termination, Consultant shall immediately
stop work on the project unless directed otherwise by the Village Manager.
8.3. In the event of termination by the Village, the Consultant shall be paid for all work
accepted by the Village Manager up to the date of termination, provided that the
Consultant has first complied with the provisions of Paragraph 8.4.
8.4. The Consultant shall transfer all books, records, reports, working drafts, documents, maps,
and data pertaining to the Services and the project to the Village, in a hard copy and
electronic format within fourteen (14) days from the date of the written notice of
termination or the date of expiration of this Agreement.
8.5. The Consultant may terminate this Agreement upon thirty (30) calendar days' written
notice to the Village with cause.
9. Insurance.
9.1. Consultant shall secure and maintain throughout the duration of this agreement insurance
of such types and in such amounts not less than those specified below as satisfactory to
Village, naming the Village as an Additional Insured, underwritten by a firm rated A -X or
better by A.M. Best and qualified to do business in the State of Florida. The insurance
coverage shall be primary insurance with respect to the Village, its officials, employees,
agents, and volunteers naming the Village as additional insured. Any insurance maintained
by the Village shall be in excess of the Consultant's insurance and shall not contribute to
the Consultant's insurance. The insurance coverages shall include at a minimum the
amounts set forth in this section and may be increased by the Village as it deems necessary
or prudent.
9.1.1. Commercial General Liability coverage with limits of liability of not less than a
$1,000,000 per Occurrence combined single limit for Bodily Injury and Property
Damage. This Liability Insurance shall also include Completed Operations and
Product Liability coverages and eliminate the exclusion with respect to property under
Contract No. 2021-XX Page 4 of 40
the care, custody and control of Consultant. The General Aggregate Liability limit
and the Products/Completed Operations Liability Aggregate limit shall be in the
amount of $2,000,000 each.
9.1.2. Workers Compensation and Employer's Liability insurance, to apply for all
employees for statutory limits as required by applicable State and Federal laws. The
policy(ies) must include Employer's Liability with minimum limits of $1,000,000.00
each accident. No employee, subcontractor or agent of the Consultant shall be allowed
to provide Services pursuant to this Agreement who is not covered by Worker's
Compensation insurance.
9.1.3. Business Automobile Liability with minimum limits of $1,000,000 per occurrence,
combined single limit for Bodily Injury and Property Damage. Coverage must be
afforded on a form no more restrictive than the latest edition of the Business
Automobile Liability policy, without restrictive endorsements, as filed by the
Insurance Service Office, and must include Owned, Hired, and Non -Owned Vehicles.
9.1.4. Professional Liability Insurance in an amount of not less than One Million Dollars
($1,000,000.00) per occurrence, single limit.
9.2. Certificate of Insurance. Certificates of Insurance shall be provided to the Village,
reflecting the Village as an Additional Insured (except with respect to Professional
Liability Insurance and Worker's Compensation Insurance), no later than ten (10) days
after award of this Agreement and prior to the execution of this Agreement by Village and
prior to commencing Services. Each certificate shall include no less than (30) thirty -day
advance written notice to Village prior to cancellation, termination, or material alteration
of said policies or insurance. The Consultant shall be responsible for assuring that the
insurance certificates required by this Section remain in full force and effect for the
duration of this Agreement, including any extensions or renewals that may be granted by
the Village. The Certificates of Insurance shall not only name the types of policy(ies)
provided, but also shall refer specifically to this Agreement and shall state that such
insurance is as required by this Agreement. The Village reserves the right to inspect and
return a certified copy of such policies, upon written request by the Village. If a policy is
due to expire prior to the completion of the Services, renewal Certificates of Insurance
shall be furnished thirty (30) calendar days prior to the date of their policy expiration.
Each policy certificate shall be endorsed with a provision that not less than thirty (30)
calendar days' written notice shall be provided to the Village before any policy or
coverage is cancelled or restricted. Acceptance of the Certificate(s) is subject to approval
of the Village.
9.3. Additional Insured. Except with respect to Professional Liability Insurance and Worker's
Compensation Insurance, the Village is to be specifically included as an Additional
Insured for the liability of the Village resulting from Services performed by or on behalf
of the Consultant in performance of this Agreement. The Consultant's insurance,
including that applicable to the Village as an Additional Insured, shall apply on a primary
basis and any other insurance maintained by the Village shall be in excess of and shall not
contribute to the Consultant's insurance. The Consultant's insurance shall contain a
Contract No. 2021-XX Page 5 of 40
severability of interest provision providing that, except with respect to the total limits of
liability, the insurance shall apply to each Insured or Additional Insured (for applicable
policies) in the same manner as if separate policies had been issued to each.
9.4. Deductibles. All deductibles or self -insured retentions must be declared to and be
reasonably approved by the Village. The Consultant shall be responsible for the payment
of any deductible or self -insured retentions in the event of any claim.
9.5. The provisions of this section shall survive termination of this Agreement.
10. Nondiscrimination. During the term of this Agreement, Consultant shall not discriminate
against any of its employees or applicants for employment because of their race, color, religion,
sex, or national origin, and will abide by all Federal and State laws regarding
nondiscrimination.
11. Attorneys Fees and Waiver of Jury Trial.
11.1. In the event of any litigation arising out of this Agreement, the prevailing party
shall be entitled to recover its attorneys' fees and costs, including the fees and expenses
of any paralegals, law clerks and legal assistants, and including fees and expenses charged
for representation at both the trial and appellate levels.
11.2. IN THE EVENT OF ANY LITIGATION ARISING OUT OF THIS
AGREEMENT, EACH PARTY HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO TRIAL BY
JURY.
12. Indemnification.
12.1. Consultant shall indemnify and hold harmless the Village, its officers, agents and
employees, from and against any and all demands, claims, losses, suits, liabilities, causes
of action, judgment or damages, to the extent caused by Consultant's negligent
performance or non-performance of any provision of this Agreement, including, but not
limited to, liabilities arising from contracts between the Consultant and third parties made
pursuant to this Agreement. Consultant shall reimburse the Village for all its expenses
including reasonable attorneys' fees and costs incurred in and about the defense of any
such claim or investigation and for any judgment or damages arising from Consultant's
performance or non-performance of this Agreement.
12.2. Nothing herein is intended to serve as a waiver of sovereign immunity by the
Village nor shall anything included herein be construed as consent to be sued by third
parties in any matter arising out of this Agreement or any other contract. The Village is
subject to section 768.28, Florida Statutes, as may be amended from time to time.
12.3. The provisions of this section shall survive termination of this Agreement.
13. Notices/Authorized Representatives. Any notices required by this Agreement shall be in
writing and shall be deemed to have been properly given if transmitted by hand -delivery, by
Contract No. 2021-XX Page 6 of 40
registered or certified mail with postage prepaid return receipt requested, or by a private postal
service, addressed to the parties (or their successors) at the addresses listed on the signature
page of this Agreement or such other address as the party may have designated by proper
notice.
14. Governing Law and Venue. This Agreement shall be construed in accordance with and
governed by the laws of the State of Florida. Venue for any proceedings arising out of this
Agreement shall be proper exclusively in Miami -Dade County, Florida.
15. Entire Agreement/Modification/Amendment.
15.1. This writing contains the entire Agreement of the parties and supersedes any prior
oral or written representations. No representations were made or relied upon by either
party, other than those that are expressly set forth herein.
15.2. No agent, employee, or other representative of either party is empowered to modify
or amend the terms of this Agreement, unless executed with the same formality as this
document.
16. Ownership and Access to Records and Audits.
16.1. Consultant acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports, compiled information, and
all similar or related information (whether patentable or not) which relate to Services to
the Village which are conceived, developed or made by Consultant during the term of this
Agreement ("Work Product") belong to the Village. Consultant shall promptly disclose
such Work Product to the Village and perform all actions reasonably requested by the
Village (whether during or after the term of this Agreement) to establish and confirm such
ownership (including, without limitation, assignments, powers of attorney and other
instruments).
16.2. Consultant agrees to keep and maintain public records in Consultant's possession
or control in connection with Consultant's performance under this Agreement. The Village
Manager or her designee shall, during the term of this Agreement and for a period of three
(3) years from the date of termination of this Agreement, have access to and the right to
examine and audit any records of the Consultant involving transactions related to this
Agreement. Consultant additionally agrees to comply specifically with the provisions of
Section 119.0701, Florida Statutes. Consultant shall ensure that public records that are
exempt or confidential and exempt from public records disclosure requirements are not
disclosed, except as authorized by law, for the duration of the Agreement, and following
completion of the Agreement until the records are transferred to the Village.
16.3. Upon request from the Village's custodian of public records, Consultant shall
provide the Village with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed the cost
provided by Chapter 119, Florida Statutes, or as otherwise provided by law.
Contract No. 2021-XX Page 7 of 40
16.4. Unless otherwise provided by law, any and all records, including but not limited to
reports, surveys, and other data and documents provided or created in connection with this
Agreement are and shall remain the property of the Village.
16.5. Upon completion of this Agreement or in the event of termination by either party,
any and all public records relating to the Agreement in the possession of the Consultant
shall be delivered by the Consultant to the Village Manager, at no cost to the Village,
within seven (7) days. All such records stored electronically by Consultant shall be
delivered to the Village in a format that is compatible with the Village's information
technology systems. Once the public records have been delivered upon completion or
termination of this Agreement, the Consultant shall destroy any and all duplicate public
records that are exempt or confidential and exempt from public records disclosure
requirements.
16.6. Any compensation due to Consultant shall be withheld until all records are received
as provided herein.
16.7. Consultant's failure or refusal to comply with the provisions of this section shall
result in the immediate termination of this Agreement by the Village.
16.8. Notice Pursuant to Section 119.0701(2)(a), Florida Statutes. IF THE
CONSULTANT HAS QUESTIONS REGARDING THE
APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE
CONSULTANT'S DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN
OF PUBLIC RECORDS.
Custodian of Records: Jocelyn Brewster Koch
Mailing address: 88 West McIntyre Street
Key Biscayne, FL 33149
Telephone number: 305-365-5506
Email: j koch( ,keybiscayne.fl.gov
17. Nonassignability. This Agreement shall not be assignable by Consultant unless such
assignment is first approved by the Village Manager. The Village is relying upon the apparent
qualifications and expertise of the Consultant, and such firm's familiarity with the Village's
area, circumstances and desires.
18. Severability. If any term or provision of this Agreement shall to any extent be held invalid or
unenforceable, the remainder of this Agreement shall not be affected thereby, and each
remaining term and provision of this Agreement shall be valid and be enforceable to the fullest
extent permitted by law.
Contract No. 2021-XX Page 8 of 40
19. Independent Contractor. The Consultant and its employees, volunteers and agents shall be
and remain an independent contractor and not an agent or employee of the Village with respect
to all of the acts and services performed by and under the terms of this Agreement. This
Agreement shall not in any way be construed to create a partnership, association or any other
kind of joint undertaking, enterprise or venture between the parties.
20. Compliance with Laws. The Consultant shall comply with all applicable laws, ordinances,
rules, regulations, and lawful orders of public authorities in carrying out Services under this
Agreement, and in particular shall obtain all required permits from all jurisdictional agencies
to perform the Services under this Agreement at its own expense.
21. Waiver. The failure of either party to this Agreement to object to or to take affirmative action
with respect to any conduct of the other which is in violation of the terms of this Agreement
shall not be construed as a waiver of the violation or breach, or of any future violation, breach
or wrongful conduct.
22. Survival of Provisions. Any terms or conditions of either this Agreement that require acts
beyond the date of the term of the Agreement, shall survive termination of the Agreement,
shall remain in full force and effect unless and until the terms or conditions are completed and
shall be fully enforceable by either party.
23. Prohibition of Contingency Fees. The Consultant warrants that it has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that it has not paid or agreed to pay any
person(s), company, corporation, individual or firm, other than a bona fide employee working
solely for the Consultant, any fee, commission, percentage, gift, or any other consideration,
contingent upon or resulting from the award or making of this Agreement.
24. Public Entity Crimes Affidavit. Consultant shall comply with Section 287.133, Florida
Statutes (Public Entity Crimes Statute), notification of which is hereby incorporated herein by
reference, including execution of any required affidavit.
25. Counterparts. This Agreement may be executed in several counterparts, each of which shall
be deemed an original and such counterparts shall constitute one and the same instrument.
26. Conflicts; Order of Priority. This document without exhibits is referred to as the "Base
Agreement." In the event of a conflict between the terms of this Base Agreement and any
exhibits or attachments hereto, or any documents incorporated herein by reference, the conflict
shall be resolved in the following order of priorities and the more stringent criteria for
performance of the Services shall apply:
26.1. First Priority: this Base Agreement;
26.2. Second Priority: Change Orders with later date taking precedence;
26.3. Third Priority: Exhibit C — Rate Schedule;
26.4. Fourth Priority: Exhibit B — Scope of Services;
26.5. Fifth Priority: Exhibit A — Consultant's Proposal; and
26.6. Sixth Priority: Work Orders, with later date taking precedence.
Contract No. 2021-XX Page 9 of 40
27. E -Verify Affidavit. In accordance with Section 448.095, Florida Statutes, the Village requires
all contractors doing business with the Village to register with and use the E -Verify system to
verify the work authorization status of all newly hired employees. The Village will not enter
into a contract unless each party to the contract registers with and uses the E -Verify system.
The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E -Verify, please
visit: https://www.e-verifv.gov/faq/how-do-i-provide-proof-of rny-participaiionenrollment-
in-e-verify. By entering into this Agreement, the Consultant acknowledges that it has read
Section 448.095, Florida Statutes; will comply with the E -Verify requirements imposed by
Section 448.095, Florida Statutes, including but not limited to obtaining E -Verify affidavits
from subcontractors; and has executed the required affidavit attached hereto and incorporated
herein.
28. IT IS AGREED THAT PURSUANT TO FLORIDA STATUTES
558.0035, INDIVIDUAL EMPLOYEES HIRED BY
CONSULTANT MAY NOT BE HELD INDIVIDUALLY
LIABLE FOR DAMAGES RESULTING FROM NEGLIGENCE
IN PERFORMING SERVICES UNDER THIS AGREEMENT.
[Remainder of page intentionally left blank. Signature pages follow.]
Contract No. 2021-XX Page 10 of 40
uu..uoIy.11 CIIVCIOFIC IU. /U/ ;Jrl CC-JOY J-YUCo-J/JO-'+Jor UOo/C /'4J
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year as first
stated above.
VILLAGE OF KEY BISCAYNE
By:
Steven C. Williamson
Village Manager
eDoc lSigned by:
Sfu, C L Wa4Sbin,
Attest:
By:
Jocelyn t rewster
Village Clerk
Approved as to form and legal sufficiency:
By:
Weiss Serota Heitman Cole & Bierman, P.L.
Village Attorney
Addresses for Notice:
Village of Key Biscayne
Attn: Village Manager
88 West McIntyre Street
Key Biscayne, FL 33149
305-365-5514 (telephone)
305-365-8936 (facsimile)
silliamson@keybiscayne.fl.gov (email)
With a copy to:
Weiss Serota Hellman Cole & Bierman, P.L.
Attn: Chad Friedman, Esq.
Village of Key Biscayne Attorney
2525 Ponce de Leon Boulevard, Suite 700
Coral Gables, FL 33134
cfriedman@wsh-law.com (email)
CONSULTANT
By:
Name:
Title:
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for Notice:
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-s-0/ 3 S./-75 (facsimile)
(email)
With a}�copy to:
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Contract No. 2021-XX Page 11 of 40
E -VERIFY AFFIDAVIT
In accordance with Section 448.095, Florida Statutes, the Village requires all contractors doing
business with the Village to register with and use the E -Verify system to verify the work
authorization status of all newly hired employees. The Village will not enter into a contract unless
each party to the contract registers with and uses the E -Verify system.
The contracting entity must provide of its proof of enrollment in E -Verify. For instructions on
how to provide proof of the contracting entity's participation/enrollment in E -Verify, please visit:
haps://www.e-verify. g_ov/faq/haw- do- i-prov ide-pro of-of-nay-parti cipationenro llment- in-e-veri fv
By signing below, the contracting entity acknowledges that it has read Section 448.095, Florida
Statutes and will comply with the E -Verify requirements imposed by it, including but not limited
to obtaining E -Verify affidavits from subcontractors.
D Check here to confirm proof of enrollment in E -Verify has been att : ched to this Affidavit.
In the sen of• Sign + , p + + livered by:
rtness Tint Name: E z.. c .3AttiAtgaPctio
Print N�
Title: r--/..-•e-p9-
Entity Name: c /i✓e.
ACKNOWLEDGMENT
State of Flo1•ilia
County of Nil I,. MI i - l' elsite
The foregoing instrument wws. acknowl ged befo e me by means of C hysic
online notarization, this 2(o day of S , 20 2(, by
( ame of erson) as r nr I (type cif authority) for
K('
r - P f 1 trt O,ne / or+a S • (name of party oh behalf of whom instrument is executed).
DENISE MASCONI
Notary Public
State of Florida
dl ' Comm# HH123156 Notary Public (Print, Stamp, or Type as
..
191 Expires 7/22/2025 Commissioned)
Personally known to me; or
Produced identification (Type of Identification: )
Did take an oath; or
Did not take an oath
h1 Se
Contract No. 2021-XX
Page 12 of 40
EXHIBIT "A"
CONSULTANT'S PROPOSAL
[INSERT CONSULTANT'S PROPOSAL]
Contract No. 2021-XX Page 13 of 40
EXHIBIT "B"
SCOPE OF SERVICES
1. Definitions
1.1 Additional Services: Those services, in addition to the Basic Services in this Agreement,
which the Consultant shall perform at the Village's option and when authorized by a Statement
of Work(s) issued in accordance with this Agreement.
1.2 Agreement: This written Agreement between the Village and the Consultant, including the
Appendices attached hereto and all Amendments and Statements of Work issued by the Village
hereunder.
1.3 Allowance: Stated dollar amount(s) may be included in this Agreement for the purpose of
funding portions of the Services or the Work. Allowances are included in this Agreement to
pay for Additional Services, Reimbursable Expenses, or Inspector General Services. Services
paid from Allowances shall be authorized by a Statement of Work prior to commencement of
the work under the Statement of Work.
1.4 Amendment: Written modification to this Agreement executed by the Village and Consultant
covering changes, additions, or reductions in the terms of this Agreement.
1.5 Basic Services: Those services that the Consultant shall perform in accordance with the terms
of this Agreement as directed and authorized by a Statement of Work(s). Any Services not
specifically addressed as Additional Services are considered Basic Services.
1.6 Change Order: A written agreement executed by the Village, the Consultant, and the
Consultant's Surety if necessary, covering modifications to the Contract.
1.7 Constructability: The optimum use of construction knowledge and experience in planning,
design, procurement, and field operations to achieve overall Project objectives.
1.8 Construction Cost: Actual cost of the Work established in the Contract Documents, as may
be amended from time to time.
1.9 Contract Documents: The legal agreement between the Village and the Consultant for
performance of Work. The documents prepared by the Consultant in accordance with the
requirements of a Statement of Work(s) issued hereunder that form the basis for which the
Village can receive bids for the Work included in the documents. The Contract Documents
shall include, but not necessarily be limited to, the Invitation to Bid/Request for Proposals, Bid
Form, Bid Bond, Surety Performance and Payment Bond, General Conditions, Special
Provisions, Technical Specifications, and Plans together with all Addenda, and subsequent
Change Orders, and Statements of Work.
1.10 Consultant: The firm, company, corporation, or joint venture contracting with the Village
for performance of Work covered in the Contract Documents.
1.11 Days: Reference made to Days shall mean consecutive calendar days.
1.12 Defect(s): Refers to any part of the Work that does not follow the Contract Documents, does
not meet the requirements of a reference standard, test or inspection specified in the Contract
Documents, does not properly function, is broken, damaged or of inferior quality, or is
incomplete. The adjective "defective" when it modifies the words "Work" or "work" shall
have the same connotation as Defect.
Contract No. 2021-XX Page 14 of 40
EXHIBIT "B"
SCOPE OF SERVICES
1.13 Design Schedule and Cost Management Plan (DSCMP): A progress schedule and earned
value measurement plan for the design deliverables that will be developed by the Consultant
in accordance with the Project and schedule provided by the Village. The DSCMP shall meet
all Project milestones in the Village -provided schedule and shall be approved by the Project
Manager. The DSCMP earned value procedures are based upon the agreed weighted
percentage values of the deliverables for each phase of Basic Services.
1.14 Direct Salaries: Monies paid at regular intervals to personnel other than principals of the
Consultant directly engaged by the Consultant on the Project, as reported to the Director of
United States Internal Revenue Service and billed to the Village hereunder on a Multiple of
Direct Salaries basis pursuant to a Statement of Work for Additional Services under this
Agreement. Personnel directly engaged on the Project by the Consultant may include
architects, engineers, designers, and specifications writers engaged or assisting in research,
design, production of drawings, specifications and related documents, and other services
pertinent to the Project Elements.
1.15 Opinions of Probable Cost (OPC): The latest approved written estimate of Construction
Cost to the midpoint of construction broken down by the Division format developed by the
Construction Specification Institute (CSI) or unit price bid items, including construction
allowance contingencies, submitted to the Village, in a format provided by the Village, in
fulfillment of the requirement(s) of this Agreement.
1.16 Plans: The drawings prepared by the Consultant, which show the locations, characters,
dimensions, and details of the Work to be done and which are parts of the Contract Documents.
1.17 Program: The initial description of a Project that comprises line drawings, narrative, cost
estimates, Project Budget, etc., provided by the Village and furnished to the Consultant.
1.18 Project: Project Elements and components of the Project Elements and Services set forth in
this Agreement.
1.19 Project Budget: Estimated cost for the Project, prepared by the Village as part of the
Program, including the estimated Construction Cost. The Project Budget may, from time to
time, be revised or adjusted by the Village, at its sole discretion, to accommodate approved
modifications or changes to the Project or the scope of work.
1.20 Project Element: A part of the Project for which Services are to be provided by the
Consultant pursuant to this Agreement or by other consultants employed by the Village.
1.21 Project Manager (PM): The individual designated by the Village to represent the Village
during the design and construction of the Project.
1.22 Punch List: A running list of defects in the Work as determined by the Consultant with input
from the Field Representative and the Project Manager. The initial edition of the Punch List
is modified in succeeding editions to reflect corrected and completed work as well as newly
observed defects, until the time of Final Acceptance.
1.23 Record Drawings (As -Built Drawings): Reproducible drawings showing the final
completed Work as built, including any change to the Work performed by the Consultant
pursuant to the Contract Documents, which the Consultant considers significant based on
marked -up as -built prints, drawings, and other data furnished by the Consultant.
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1.24 Reimbursable Expenses: Those expenses delineated in Section 5.11.4, "Reimbursable
Expenses" of this Agreement, which are separately approved by the Village that are incurred
by the Consultant in the fulfillment of this Agreement and which are to be compensated to the
Consultant in addition to the compensation for Basic Services.
1.25 Review Set: A partial or complete set of Contract Documents, provided by the Consultant in
accordance with the Statement of Work, at the specified percentage of completion of a phase
of the Basic Services as provided for in this Agreement, on which the Village may provide
written review comments and acceptance of Services. Any review will be general in nature
and shall not constitute a detailed checking of the Consultant's work nor relieve the Consultant
of the responsibility for the completeness and accuracy of its Services.
1.26 Services: All services, work and actions by the Consultant performed pursuant to or
undertaken under this Agreement.
1.27 Value Analysis (VA): The systematic application of recognized techniques for optimizing
both cost and performance in a new or existing facility or to eliminating items that add cost
without contributing to required functions.
1.28 Work: All labor, materials, tools, equipment, services, methods, procedures, etc., necessary
or convenient to performance by the Consultant of all duties and obligations imposed by the
Contract Documents, and representing the basis upon which the total consideration is paid or
payable to the Consultant for the performance of such duties and obligations.
1.29 Statement of Work: A written order (consecutively numbered for reference and control
purposes) initiated by the Project Manager in accordance with this Agreement, and
countersigned by the Village Manager and by the Consultant, directing the Consultant to
perform or modify the performance of any portion of the Services.
2. Scope of Services
2.1 Start of Work
No Services under this Agreement shall be performed by the Consultant prior to the receipt of an
appropriate Statement of Work. Each Statement of Work shall specify the scope of work, time for
completion, deliverables, and total compensation for the services authorized.
2.2 Basic Services
The Consultant agrees to furnish or cause to be furnished to the extent authorized by a Statement
of Work all architectural and engineering professional services, as further specified below,
designated as Basic Services, in the phases delineated and described herein unless modified by the
Statement of Work, for the design, construction administration, project management, and
satisfactory completion of the Project. The Consultant shall be responsible for correction of any
errors, omissions, and/or ambiguities as determined by the Project Manager.
The Consultant shall furnish sufficient personnel, equipment, and facilities and shall work such
hours as necessary to assure such completion. The Consultant may be required to perform all or
some of the services presented in this Agreement, depending on the needs of the Village. The
Services will be provided on an on -going as needed basis.
The Consultant will phase the Work required to complete a Project so that each Project is designed
and constructed in the most logical, efficient, and cost-effective manner.
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Consultant must coordinate with the residents as necessary to review, discuss and resolve the
design and any issues that may arise. The Consultant must advise the Village of its plans to
coordinate with residents for approval prior to engaging residents.
2.2.1 Submittals
The Consultant shall submit to the Village the deliverables listed within an issued Statement of
Work in a format approved by the Village. The Village reserves the right to reject all or part of
any submittals that are not complete in their content or do not meet the satisfaction of the Project
Manager. The Consultant shall be totally responsible for any additional costs resulting, from such
rejections and shall not be entitled to additional compensation therefor.
The Consultant shall submit hard and electronic format, as specified herein or otherwise by the
Village, copies of all documents required under each Project phase for review, comments, and
approval by the Village. The electronic submittal required under this Agreement shall be in a
format acceptable to the Village.
At the request of the Village, the Consultant shall schedule a review(s) of all plans and documents
with the Project Manager at the end of each Project phase, prior to initiating the next phase.
2.2.2 Opinions of Probable Cost
The Consultant shall submit Opinions of Probable Cost (OPCs), as described in the Definitions, at
the request of the Village. This shall be considered part of the Consultant's compensation for Basic
Services. As part of its OPC, the Consultant shall assist the Village in identifying Project Elements
that are eligible for Federal/State grant-in-aid participation. The Consultant shall assist in
reviewing applications prepared by the Village and the Project Manager. If meetings with grant
agencies are required, attendance at such meetings will be compensated by the Village as
Additional Services.
The Consultant's OPC (including construction contingency allowance), broken down by
specification sections or unit prices, shall include any adjustments necessary for projected award
dates, changes in requirements, or general market conditions. A Statement of Work to proceed
with development of Construction Document may not be issued if the OPC, as submitted by the
Consultant exceeds the total Village allocated funds for the construction of the Project. No further
progress payment shall be made should the OPC in any Project phase exceed the Budget, until an
alternate design is provided at no additional compensation, to bring the cost within the Project
Budget limitations.
Recommendations for reducing the scope of the Project in order to bring the estimated costs within
Project Budget limitations, in the event that the OPC exceeds Project Budget limitations, the
Consultant must update its documentation, at no additional cost to the Village, to reflect this
reduced scope. Any OPC prepared by Consultant represents a reasonable estimate of cost in
Consultant's best judgment as a professional familiar with the local construction industry.
2.2.3 Dra wines
Throughout all Project phases, all drawings shall be produced electronically using AutoCAD
software, which shall be within two (2) years of the latest release. The Consultant must submit all
original working drawings in an electronic vector format with an ".dwg" drawing extension.
Within the drawing, all external reference files must be bound into one file that represents each of
the drawings (hardcopy/prints) in the construction document set. With each submittal, all
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supporting electronic files, such as images, fonts, and line types, shall be included with the
drawings.
The Village retains all rights to further use of all electronic drawings as well as blocks, linotypes,
layering convention and any other information contained in the electronic drawings that are needed
to reproduce the drawings in the construction document set.
2.3 Project Phases
2.3.1 Concept and Data Validation Phase
Based on drawings, preliminary budget, and design guidelines provided by the Village, the Village
may issue a Statement of Work to Consultant to verify the accuracy and adequacy of all available
information for the Project. Such verification shall include, but not be limited to, the following
areas:
2.3.1.1 Project
Consultant shall examine the information and documents provided by the Village and shall confirm
user requirements and determine requirements for additional studies, verify the physical/spatial
characteristics of the Project, and the completeness of the information and documents.
Consultant may be required to prepare written descriptions of the various options and participate
in presentations to multiple groups explaining alternative options. Sufficient detail must be
provided to support the presentation materials. If Consultant is requested to participate in
presentations, attendance at such meetings will be compensated by the Village as Additional
Services.
2.3.1.2 Record Drawings
The Consultant shall examine, and verify all as -built conditions as to their completeness and
accuracy as depicted on the Record Drawings furnished by the Village
2.3.1.3 Project Budget
The Consultant shall examine in detail, the estimated construction costs furnished by the Village.
Should this cost verification reveal serious discrepancies and/or deficiencies that would impact the
Project and its subsequent stages of development, the Consultant shall inform the Village in writing
as to the adequacy of funds required to complete the Project through the construction phase.
2.3.1.4 Surveys
The Consultant shall verify the survey information provided by the Village and incorporate such
information into the design. The Consultant shall be responsible for obtaining any additional
survey information that is required for the completion of the Project and was not provided by the
Village.
2.3.1.5 Soils Investigation
The Consultant shall prepare a soils investigation plan for use in determining soil characteristics
required for proper design of the Project Elements. The plan shall show the number, spacing, and
depth of borings required and shall specify such other tests and investigations as may be necessary
to provide information prerequisite to the Project's design. The Consultant shall specify, locate,
and coordinate the specific borings and tests to be performed by others and shall interpret the
results for application to the Project.
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2.3.1.6 Discrepancies Between Existing and Depicted Conditions
Any discrepancies between the actual, existing conditions and conditions depicted on drawings or
other information provided by the Village shall be noted by the Consultant. The actual, existing
conditions shall then be incorporated into the Contract Documents. The Village shall be informed,
in writing, of any discrepancy between actual and depicted conditions.
2.3.1.7 Deficiencies of Information
The Consultant shall inform the Village, in writing, of any deficiencies, other than discrepancies
from actual, existing conditions found during verification, in the as -built conditions, utility
information, survey information and/or soils investigation which are deemed necessary to provide
a satisfactory basis on which to perform the Basic Services. Upon agreement of the deficiencies
by the Village, the Village may then issue a Statement of Work directing the Consultant to perform
the necessary investigations and develop the required additional information as an Additional
Service.
At its sole option, the Village may direct a geotechnical engineering company, and independent
engineering testing laboratory, a survey company, or other firm(s) under contract with the Village
to provide the necessary services for the Consultant. The Consultant shall be responsible for
verification of the validity, interpretation, coordination, application, and use of all supplemental
information, signed and sealed, provided by any such independent consultant.
2.3.2 Schematic Design Phase
Upon written confirmation from the Consultant that all elements of the Project have been identified
and the Village's cost estimates have been verified, the Village may issue a Statement of Work to
prepare Schematic Design Documents.
The Consultant shall review the verified Project with the Project Manager, other Village
representatives as applicable, and all agencies or other governmental authorities having permitting
or other approval authority with respect to the Project. If authorized in writing by the Project
Manager, Project Elements or components, and suggestions of such agencies regarding required
procedures, are to be followed by the Consultant. Necessary inclusions shall be made when
preparing the Design Development and Contract Documents. Upon completion of the agencies'
reviews, the Consultant shall detail in writing the recommendations of the agencies to the Village
and shall modify the suggested plan as appropriate and resubmit it for Village review, further
modification, and for approval and agreement by the Village. As part of this phase, the Consultant
shall prepare and submit deliverables including, but not limited to, the following:
2.3.2.1 Site Plan
A site plan(s) of the Project, at a scale to be specified by the Village, showing the Project Elements,
existing facilities, and proposed projects pertinent to or interfacing with other projects and with
the remainder of the Basic Services under this Agreement.
2.3.2.2 Schematic Design Studies
The Schematic Design Studies shall consist of all plans, elevations, sections, perspectives, etc., as
required to show the scale and relationship of the design concept to surrounding facilities and other
Project Elements plus a narrative report, setting forth in appropriate detail, the criteria to be used
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in preparing the Contract Documents for the Project Elements and identifying all major equipment
and systems required, including alternative items as appropriate, and Work Sequencing Schedules.
These Schematic Design studies are preliminary in nature and scope. They shall be further defined,
and amplifying details shall be developed, by the Consultant during subsequent phases of the Basic
Services.
The Village will make a determination, based on the Schematic Design studies and narrative
report, of what equipment and systems will be used. In addition, the Village will, based on the
investigations and recommendations developed by the Consultant, determine which equipment
and other items the Village will purchase outside the Contract for this Project. Should the Village
decide to purchase equipment and materials separately and furnish them to the Consultant, the
Consultant shall, as part of the Basic Services, provide detailed programming and scheduling,
perform follow-on liaison with vendors with respect to availability and delivery, and provide any
other such Services with respect to such separately purchased and furnished equipment as would
otherwise be required had said equipment not been separately purchased and furnished.
2.3.2.3 Drainage
The Consultant shall prepare a preliminary drainage plan showing the direction and quantities of
flows to each drain. The Schematic Design narrative report shall provide drainage calculations in
sufficient details to give assurance that the Project can be used under approved design storm
conditions.
2.3.2.4 Barricades, Signing, Marking and Lighting
The Consultant shall prepare, as necessary, a preliminary maintenance of traffic plan and
construction operations safety plan that show how the Work can be accomplished within
operational constraints. It shall delineate the nature, extent, and location of site access, required
temporary barricading, signing, marking, and lighting for the Project.
2.3.2.5 Work Sequence and Staging Plan
The Consultant shall develop a Work Staging Plan, as requested by the Village, to avoid adverse
impacts to residents or Village operations and shall advise the Village, in writing, of any adverse
impacts, if any, and estimated increase in Project costs that would result from such staging plan.
The Consultant shall develop a Work Sequencing Schedule showing the sequence of construction
and the relative time frame within the overall construction period. Alternative plan(s) and
associated cost(s) shall also be developed and submitted, along with an analysis by the Consultant
of pertinent factors and relative merits of each plan. The Village shall decide which plan to use.
2.3.2.6 Outline Specification
The Consultant shall prepare an outline specification that will describe the architectural and
engineering requirements, earthwork, utility adjustments and relocations, drainage foundations,
mechanical, electrical, utilities, lighting, signalization, signage, markings, external finishes,
painting, fire protection systems, plumbing, and other incidental and special equipment being
proposed for the Project, all of which will be considerations in the cost estimate.
2.3.2.7 Opinion of Probable Construction Cost
The Consultant shall submit an OPC for the Project. The OPC shall include the estimated costs of
constructed or acquired facilities and improvements in such detail as required by the Village
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including each class of equipment, operational systems, and any other direct costs that may be
included in the Project by the Village.
2.3.3 Design Development
Upon confirmation to proceed from the Village, the Consultant shall prepare Design Development
documents from the approved Schematic Design documents. The Design Development documents
consist of Drawings, Outline Specifications, Work Sequencing Schedules, and other documents as
may be necessary to fix and describe the size and character of the systems and components to be
included in the Project. The systems, components, and associated controls shall integrate with and
be of like character to those typically found in similar projects unless otherwise specifically
approved by the Village in writing. Should the need for additional plans and/or programs become
apparent during the course of developing Design Development documents, then such additional
plans and programs shall be prepared and included within the Design Development documents.
2.3.3.1 Bid Package
Unless otherwise stipulated in a Statement of Work, it is the Village's intent to bid the Project in
one package. The Village, though, reserves the right to direct that a Project be divided into as many
contracts as required by operational constraints, adjacent project scheduling, or other reasons as
determined by the Village.
2.3.3.2 Value Analysis
Upon request by the Village, the Consultant shall conduct a Value Analysis, including life cycle
cost analysis and recommendations to maximize value. The Village may request Consultant to
present its findings to Village representatives, Village Council, or other stakeholders.
2.3.3.3 Submissions
The Consultant shall submit all documents required for the Design Development documents for
review and comments by the Village. The Design Development documents shall also include
updates to the OPC. These updates shall be based upon the approved size and character of the
components of the Project Elements and the incorporation of Village approved recommendations.
If the OPC indicates that the Project cost shall be more than the approved OPC in the Schematic
Design Phase, then no further progress payment shall be made until an alternate design is provided,
at no additional compensation, to bring the OPC within or below the approved OPC in the
Schematic Design Phase. The Village may, in its sole discretion, waive this requirement. The
Consultant shall not proceed to the Contract Document Phase until all comments have been
addressed and the appropriate written approvals have been received from the Village.
2.3.3.4 Exhibits
The Consultant shall prepare any exhibits required to convey the intent of the design for
presentation to the Village for the Village and any other stakeholders' review. The Consultant shall
resolve all comments, including a follow-up presentation if required.
2.3.3.5 Permitting Review
The Consultant shall also, to the extent applicable based on refinements and amplifications
effected during the Design Development Phase, review pertinent documents with agencies having
permitting or other approval authority with respect to the Project, including those agencies
previously consulted in earlier phases, to obtain reviews of such agencies. The Consultant shall
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report in writing the findings of such reviews and provide recommendations for approval by the
Village relative to such findings for implementation by the Consultant.
2.3.4 Contract Documents
Upon written direction from the Village, the Consultant shall proceed with the development of
Contract Documents from the approved Design Development documents, or other documents
provided by the Village. Unless otherwise specified in a Statement of Work, Consultant shall
prepare 30%, 75%, and 100%, Contract Documents for review and comment by the Village.
2.3.4.1 30% Contract Documents
The Consultant shall submit all documents required under this phase for review and comments by
the Village. The 30% Contract Documents submittal shall apply to all applicable disciplines
including, but not limited to, architectural, structural, mechanical/HVAC/plumbing/fire protection,
electrical, and civil. The 30% Contract Documents submittal shall also include updates to the OPC.
If the OPC indicates the cost will be higher than the prior approved OPC, then no further progress
payments shall be made until the Consultant provides an alternate design at no additional cost to
the Village. The Village may, in its sole discretion, waive this requirement. The Consultant shall
not proceed to development of 75% Contract Documents until all comments have been addressed
and the appropriate written approvals have been received from the Village.
2.3.4.2 75% Contract Documents
Upon approval of the 30% Contract Documents, the Consultant shall prepare 75% Contract
Documents. Using the documents prepared under this Article, the Consultant shall submit for
review the necessary portions of the Contract Documents to authorities, including, but not limited,
County, State, and/or Federal, having jurisdiction over the Project by law or contract with the
Village. Said documents shall be sufficient to be permitted as applicable by such authorities.
The Consultant shall develop a coordinated plan of execution for this Phase, which will include an
outline, or index, of the contents of the Contract Documents along with a schedule(s) for
completion.
The Consultant shall prepare Plans in a manner that will ensure clarity of line work, notes and
dimensions when reduced to 50% of the original size. After acceptance by the Village, the Plans
shall become part of the Contract Documents. The Technical Specifications shall provide that a
system of quality control and quality assurance be a requirement of the work. The quality control
and quality assurance system shall provide procedures to be used by the Consultant and the
Consultant to assure the quality of all materials, equipment systems, and furnishings function as
intended and are equal to or better than called for in the specifications.
The Consultant shall submit all documents required under this phase for review and comments by
the Village. The 75% Contract Documents submittal shall apply to all applicable disciplines
including, but not limited to, architectural, structural, mechanical/HVAC/plumbing/fire protection,
electrical, and civil. The 75% Contract Documents submittal shall also include updates to the OPC.
If the OPC indicates the cost will be higher than the prior approved OPC, then no further progress
payments shall be made until the Consultant provides an alternate design at no additional cost to
the Village. The Village may, in its sole discretion, waive this requirement. The Consultant shall
not proceed to development of 100% Contract Documents until all comments have been addressed
and the appropriate written approvals have been received from the Village.
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2.3.4.3 100% Contract Documents
Upon approval of the 75% Contract Documents, the Consultant shall prepare 100% Contract
Documents.
The Consultant shall submit all documents required under this phase for review and comments by
the Village. The 100% Contract Documents submittal shall apply to all applicable disciplines
including, but not limited to, architectural, structural, mechanical/HVAC/plumbing/fire protection,
electrical, and civil. The 100% Contract Documents submittal shall also include updates to the
OPC. If the OPC indicates the cost will be higher than the prior approved OPC, then no further
progress payments shall be made until the Consultant provides an alternate design at no additional
cost to the Village. The Village may, in its sole discretion, waive this requirement. The Consultant
shall not proceed to development of Bid Documents until all comments have been addressed and
the appropriate written approvals have been received from the Village.
2.3.5 Bidding and A ward of Contracts
After review by the Village of the 100% Contract Documents, the Consultant shall respond to all
comments in writing within seven (7) calendar days after receipt of the comments from the Village,
acknowledging acceptance of the comments that will be incorporated into the documents during
the Bidding and Award of Contracts phase and identifying the rejection of comments not to be
incorporated as approved by the Village.
The Consultant shall assemble and submit a consolidated set of 100% Contract Documents for
back -check by the Village. This set will reflect the revisions required after the 100% review by the
Village.
The Consultant shall recommend and justify to the Village the overall Project Contract Time,
Phasing, Interim Completion Time(s), the amounts of liquidated damages, and any allowances to
be incorporated into the Contract Documents.
Upon request from the Village, the Consultant shall assist the Village in obtaining bids, responding
in writing to Bidders' inquiries, preparation of addenda, evaluation of Bids and Bidders, and
awarding of a Contract(s) for all or a portion of the Work that was bid pursuant to the Contract
Documents. The Consultant shall also attend and participate in pre -bid conferences and/or bid
openings upon request by the Village.
If the lowest responsive Base Bid for a Project exceeds the total authorized construction budget
provided to the Consultant, as may be modified from time to time prior to soliciting bids, by 10%
or more, then the Village may direct the Consultant to revise the scope of construction to bring the
OPC within the total authorized construction budget at no additional cost to the Village.
2.3.6 Construction Administration
Upon receipt of a Statement of Work for Construction Administration Services, the Consultant
shall provide the Services as set forth herein. The Construction Administration Services shall
commence upon receipt of the Statement of Work and end when the final request for payment
from the Consultant has been approved by the Village, the Consultant has submitted its Report of
Contract Completion, the As -Built Drawings have been received by the Village, and all other
Services required, including warranty -related services, has been completed.
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2.3.6.1 Field Visits and Observations Reports
The Consultant shall approve the overall progress schedule, schedule of shop drawings
submissions, schedule of values, and other schedules required of the Consultant under the Contract
Documents. The Consultant shall visit the Work at least once per week, unless otherwise stated in
the Statement of Work, evaluate the work for compliance with the Contract Documents, prepare
and submit to the Village a detailed written and sequentially numbered report of the observed
conditions of the Work, the progress of the Work, and other Work observations, as found or made
during each visit to the Work. Such report shall be submitted to the Village at least monthly, unless
otherwise stated in the Statement of Work, or more frequently on an interim basis if necessary to
prevent or mitigate any increase in Project costs or damages to the Village. The Consultant will
not be held responsible for the means, method, techniques, sequences or procedures used, or for
safety precautions and programs, in connection with the Work performed by the Consultant, but
shall immediately report to the Village any observations of conditions, which in his/her judgment
would endanger persons or property or which might result in liabilities to the Village.
2.3.6.2 Certificates for Payment
The Consultant shall review and certify the amounts due the Consultant and issue Certificates for
Payment in such amounts. The Consultant's certification for payment shall constitute a
representation to the Village, based on the Consultant's evaluation of the Work and on the data
comprising the Consultant's Application for Payment, that the Work has progressed to the point
indicated and that, to the best of the Consultant's knowledge, information, and belief, the quality
of the Work is in accordance with the Contract Documents. The foregoing representations are
subject to minor deviations from the contract documents correctable prior to completion and to
specific qualifications indicated by the Consultant. Such certification shall be based on the
Consultant's review and acceptance of the following, nonexclusive list:
1. An evaluation of the Work for conformance with the Contract Documents;
2. The verification of the Consultant's measurements for work satisfactorily completed;
3. The results of any subsequent test required by the Contract Documents;
4. The review of as -built drawings to determine completeness and accuracy up to the date of
the pay request;
5. Any specific qualifications stated in the request for payment; and
6. The confirmation of the cost of labor, materials, and equipment for cost-plus work
including disputed work.
2.3.6.3 Review of Claims
The Consultant shall assist the Project Manager and other Village personnel or consultants in
reviewing and evaluating all Consultant's claims relating to the cost, execution, and progress of
the Work and on all other matters or questions related thereto, including, but not limited to, any
change orders, Statements of Work, and potential Statements of Work.
2.3.6.4 Special Inspections
The Consultant shall have authority to require special inspection or testing of any Work questioned
as to conformity with the Contract Documents whether or not such Work has been fabricated and
delivered to the Project, or installed and completed.
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2.3.6.5 Review of Shop Drawings and As-Builts
The Consultant shall promptly review and approve shop drawings, samples, and other submissions
of the Consultant(s) for conformance with the design concept of the Project Element(s) and for
compliance with the information given in the Contract Documents. The Consultant shall render
decisions, issue interpretations, and issue correction orders within the times specified in the
Contract Documents or, absent such specification, on such timely basis so as not to delay the
progress of Work as depicted in the approved construction schedule.
Should the Consultant fail to perform these services within the time frames specified in the
Contract Documents or, if no time frames are specified, in a timely manner so that such failure
causes a delay in the progress of the Work, the Consultant shall be liable for any damages to the
Village resulting from such delay including, but not limited to, damages related to delays and
inefficiencies incurred by the Consultant for which the Village may be responsible.
2.3.6.6 Revisions to Contract Documents
The Consultant shall revise Plans, specifications and other Contract Documents as necessary, shall
review Change Orders, Statements of Work, and other appropriate documentation prepared by the
Project Manager, and shall assist the Project Manager and Village in negotiations with the
Consultant(s) with respect to all changes in the Work. If the need to revise Plans, specifications
and other Contract Documents and/or to review Change Orders, Statements of Work, and other
documentation is a result directly or indirectly of errors, omissions, and/or ambiguities in the
Services rendered by the Consultant, including Sub -consultants, then such work shall be provided
by the Consultant at no additional cost to the Village.
2.3.6.7 Substantial Completion and Final Acceptance
The Consultant shall, prior to Substantial Completion of the Work, inspect the Work with the
Project Manager, to determine initial Punch List items and to ensure that all Work has been
commissioned in accordance with the requirements of the Contract Documents. The Consultant
shall re -inspect the work with the Project Manager as many times thereafter as is needed to
establish a time of Substantial Completion. The Consultant shall review each edition of the Punch
List before it is issued by the Project Manager. The Punch List shall record defects observed in the
Work and incomplete commissioning in first and succeeding visits, and defects corrected (recorded
by striking items from the punch list or by identifying items as corrected).
a. Consultant's Closeout Submittals and Actions
The Consultant shall review the Project Manager's record of closeout submittals and actions for
concurrence.
b. Determination of Substantial Completion
When the Punch List has been reduced to the point at which, in the judgment of the Consultant
and Project Manager, the Work can be immediately utilized for its intended purpose, division of
responsibility for carryover items from the Consultant to Village has been set forth, and all Punch
List items are judged to be capable of completion in not more than 60 days or such other time as
may be otherwise approved by the Village, upon recommendation of the Project Manager, the
Consultant shall review, concur, and upon approval by the Village, set the date of Substantial
Completion.
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c. Certificate of Occupancy
If a Certificate of Occupancy is required on the Project, the Consultant and Project Manager shall
not certify the Work as substantially complete until a Certificate of Occupancy has been issued in
accordance with the Florida Building Code.
d. Determination That the Work is Not Substantially Complete
If the required submittals and actions by the Consultant are deficient, or if in the judgment of the
Project Manager the Work will not be ready for final acceptance within the time parameters
specified herein, the Consultant shall notify the Project Manager, the Village, and the Consultant
in writing that Substantial Completion cannot be declared, and include a list of deficient
Consultant's submittals, deficient Consultant's actions, defective or incomplete items in the Work,
and any other supporting reasons the Project Manager and/or the Consultant may wish to state.\
e. Retainage for Uncompleted Work
The Consultant shall review and concur with the Project Manager's recommendation of an amount
to be held as retainage that will ensure that the Village can employ other contractors to complete
each item of work in the event of the Consultant's failure to complete. Upon approval by the
Village, this retainage for uncompleted work shall be deducted from the retainage amount
otherwise due the Consultant at the time of Substantial Completion. Retainage for uncompleted
work will not be paid until the Consultant completes all uncompleted items.
f. Final Acceptance
When in the judgment of the Project Manager and the Consultant the Work is complete, the date
of Final Acceptance shall be set by the Village.
g_ Post -Final Acceptance
The Consultant shall furnish to the Village at the Consultant's expense a final, complete, and fully
updated record set of documents. The record drawings shall be submitted in the following formats:
• Two (2) sets of 30" x 42" Electrostatic black line prints; and
• Two (2) sets of electronic drawings:
o Based on submission date, the .dwg version must be within two years of the
AutoCad version currently available. Transmission may be through CD, DVD, or
external hard drive.
The complete set of Record Drawings shall include all pertinent shop drawings as well as the Plans
included in the Contract Documents as adjusted to comply with the as -built Work. The Consultant
shall verify that all Record Drawings prepared by the Consultant are prepared in a manner that will
ensure clarity of line work, notes, and dimensions. The Consultant shall provide a certification of
the quality of all equipment and systems that are part of the finished work.
The Consultant shall furnish to the Village in an electronic database (Microsoft Excel 2000 or
later) an index, summary, and copies of all warranty documents required to be furnished by
Consultant under the consolidated Contract Documents. The Project Manager and Consultant will
be responsible for providing an index and summary list of equipment by serial number and indicate
for each the warranties, the term, conditions, and the purported legal enforcement and recourse
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rights of the Village as indicated by the language in the Warranty. This list shall be reviewed by
the Consultant.
The Consultant shall inspect the entire Project thirty (30) days prior to the expiration of the
warranties. The Consultant shall report its findings to the Village sufficiently prior to the end of
the warranty period to enable the Village to issue an action report to the Consultant prior to
expiration of the warranty period. The Consultant's report shall be complete with specific
recommendations covering any portion of the Work to be repaired or replaced.
In addition to the requirements set forth above, the Consultant shall perform those duties of the
Consultant as set forth in the Contract Documents.
2.3.7MeefinEs and Reports
2.3.7.1 Meetings
As part of providing the Basic Services, the Consultant shall attend all meetings wherein
information relating to the Basic Services is discussed, and shall provide consultation to the Village
regarding such information. These meetings shall include, but shall not necessarily be limited to,
regularly scheduled meetings concerning design coordination, and such other meetings, whether
regularly scheduled or specially called, as may be necessary to enable the Consultant to coordinate
his/her Services with, and provide information to and/or obtain information from, the Village, its
consultants and contractors, and all others with whom coordination or liaison must take place in
order to fulfill the intent and purposes of this Agreement and the Contract Documents. Unless
otherwise directed by the Village, the Consultant shall prepare and disseminate in a timely manner
meeting notices and agenda, briefing materials, meeting minutes, meeting reports, etc., appropriate
to such meetings.
2.3.7.2 Reports
In addition to any specific reports called for elsewhere in this Agreement, the Consultant shall
submit to the Village a monthly progress report of the status and/or results of all Services required
to be performed under this Agreement. This Report shall be submitted with the invoice for Services
performed during the corresponding period. Each report shall include but not be limited to: a brief
narrative the progress made during the previous month and the estimated incremental and total
percentages of each assigned Project Element that have been completed; any problem(s)
encountered during the month and any actions taken to solve or alleviate the problem(s); any
changes which may have occurred in the projected dates of the events; a statement from the
Consultant as to each Project Element that the Project is either on schedule or the Project Element
is not on schedule and should the latter be stated, then the Consultant shall also state the length of
delay and the reasons for the delay. The Consultant shall explicitly state recommendations for
alleviating the delay and in subsequent monthly progress reports state whether or not the delay has
been alleviated. Such report shall also relate the aggregate services performed to the total
compensation paid and payable to the Consultant hereunder for each Phase of the Basic Service as
set forth in the corresponding invoice for payment.
2.4 Statement of Work
When the Village has determined that a specific phase of a Project or a Project is to proceed, the
Village will request the Consultant prepare a Statement of Work Proposal on a form provided by
the Village. The Village will provide a preliminary scope of work for the Consultant to base its
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Statement of Work Proposal from, and the Village and Consultant may have preliminary meetings
to further define the Scope of Services and to resolve any questions.
The Statement of Work Proposal must include the proposed Scope of Services, total time for
performance, time for per of each task, phase or deliverable, staffing, including proposed hours
per individual and/or classification, proposed fees, Subconsultants, and deliverable items and/or
documents.
The Village may accept, reject, or negotiate revisions to the Statement of Work Proposal. Upon
conclusion of negotiations, the Consultant may be required to submit a final, revised Statement of
Work Proposal. Upon approval of the Statement of Work Proposal, the Village Manger will issue
an executed Statement of Work for the Project. The Village reserves the right to terminate
negotiations and not issue a Statement of Work to Consultant.
Request for a Statement of Work Proposal shall not be construed as a guarantee of work. It is
understood that a Statement of Work may be issued under this Agreement at the sole discretion of
the Village, and that the Consultant has no expectation, entitlement, right to or privilege to receive
a Statement of Work for any Project or task. The Village reserves at all times the right to perform
any or all Professional Services in-house, or with other private professional architects or engineers
as provided by Section 287.055, Florida Statutes, as amended, (Consultants' Competitive
Negotiation Act) or to discontinue or withdraw any or all Projects or tasks or to exercise any other
choice allowed by law.
3. Additional Services
3.1 General
Services categorized below as "Additional Services" may be specified and authorized by Village
and are normally considered to be beyond the scope of the Basic Services. Additional Services
must be authorized in a Statement of Work and will be compensated for as provided in Section 5,
Compensation & Payments.
Examples
Except as may be specified in this Agreement, Additional Services may include, but are not limited
to the following:
Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities,
and surveys or inventories in connection with construction performed by Village.
Specialty Design: Any additional special professional services not included in the Scope of
Services.
Extended Testing & Training: Extended assistance beyond that provided under Basic Services for
the initial start-up, testing, adjusting and balancing of any equipment or system; extended training
of Village's personnel in operation and maintenance of equipment and systems, and consultation
during such training; and preparation of operating and maintenance manuals, other than those
provided by the Consultant, subcontractor, or equipment manufacturer. Provide Commissioning
Services as part of systems start-up.
Major Revisions: Making major revisions to drawings and specifications resulting in or from a
change in Scope of Work, when such revisions are inconsistent with written approvals or
instructions previously given by Village and are due to causes beyond the control of Consultant.
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(Major revisions are defined as those changing the Scope of Work and arrangement of spaces
and/or scheme and/or any significant portion thereof).
Expert Witness: Preparing to serve or serving as an expert witness in connection with any
arbitration proceeding or legal proceeding, providing, however, that Consultant cannot testify
against Village in any proceeding during the course of this Agreement.
Miscellaneous: Any other services not otherwise included in this Agreement or not customarily
furnished in accordance with generally accepted engineering practice related to construction.
3.2 Additional Design
The Village may, at its option, elect to proceed with additional design work, which shall be handled
in accordance with the requirement for Additional Services.
3.3 Project Management
The Village may request the Consultant to act as Project Manager for Projects not designed by the
Consultant. In such circumstances the Service will be compensated as an Additional Service.
Project Management Services shall be conducted in accordance with the following provisions:
3.3.1 General
Project Manager shall coordinate, attend, conduct, record, and assist the Village at all Project
meetings. Project Manager shall direct the Consultant (Project Engineer or Architect) or
Consultant to prepare meeting minutes. In the absence of meeting minutes prepared by others,
Project Manager will provide the Village with minutes from such meetings. Project Manager shall
review for accuracy the minutes of such meetings prepared by either the Consultant, Consultant,
or others. Project Manager shall clarify, amend and report any discrepancies affecting the Project.
Project Manager, in general, shall coordinate all Project matters. The Project Manager shall
develop and continuously update a Master Schedule (for each Project). This shall include:
• All development, design and construction activities conducted by:
o Consultant(s)
o Village (Staff, Council, or other Village representatives)
o Project Manager
o Additional third -party consultants (if any)
o Consultant(s)
• All activities required for
o Agency interface, reviews, and approvals
o Additional consultant selection
o Project development
o Planning, design, bidding, construction, and occupancy
Project Manager shall also prepare 30 -day look -ahead task schedules for each project and on a
continuous basis.
3.3.1.1 Roles and Responsibilities Matrix
Project Manager shall develop a comprehensive roles and responsibility matrix (for each Project).
This matrix shall define all tasks related to the activities above (for each project) and clearly define
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who is responsible, who is to be informed/consulted and who has approval authority. This matrix
will be updated each time a role changes or a task is added.
Throughout Project development, Project Manager shall utilize the roles and responsibility matrix
to identify any third -party resources required. Should an additional resource be required, the
Project Manager shall define their scope of work and recommend a method of procurement (in
accordance with Village requirements) for Village approval. Project Manager shall then develop
specifications and coordinate with Village Procurement staff to draft any RFQ's/RFP's required
for selection and facilitate the Village's solicitation, evaluation, selection and contracting of
successful parties.
3.3.1.2 Reports
Project Manager shall furnish to the Village reports containing: (a) the status of each Project; (b)
a comparison of the Project budget to costs incurred through the date of the report; (c) a comparison
of the Project schedule to the work actually completed through the date of the report; (d) any
revision to the Project schedule or Project Budget made during the period covered by the report;
(e) a summary of change orders made during the period covered by the report; (f) a list of all
pending change orders and all outstanding issues requiring action or approval by Village; (g) the
status of any governmental requirements and activities required to facilitate approval of the
Project; and (h) any other reports concerning the Project as Village may reasonably request.
3.3.1.3 Financial Oversight
Project Manager shall provide financial oversight services for each Project, including but not
limited to (a) preparing budgets; (b) preparing monthly variance reports; (c) monthly Project
payment application processing related to assembling, reviewing and forwarding to Village for
payment the invoices from the Consultant and Consultant and other consultants; and (d) processing
and coordinating the payment for applications for payment. Project Manager shall provide such
reports in an electronic format in a form acceptable to Village.
3.3.2 Construction Phase Services
Project Manager shall provide continuous onsite management services, including being
responsible for the coordination of all construction activity, including recommending various
alternative courses of action when construction contractors are not performing work in accordance
with the contract documents. Project Manager shall conduct weekly onsite coordination meetings
and daily quality control. Project Manager shall coordinate with the Consultant for site access
control.
3.3.2.1 Pre -construction meeting
Project Manager shall conduct a general pre -construction meeting prior to the start of construction
and in-depth pre -construction meetings with all major trade contractors prior to the start of their
work activities.
3.3.2.2 Village Representation
Project Manager shall represent the Village in its communications with the Consultant(s) and
Consultant(s); schedule, attend, and conduct progress meetings, regular on -site meetings to review
construction progress and pay requests and to provide appropriate recommendations to the Village
concerning the Village's decisions on construction matters, including, where necessary, alternative
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designs or materials; and coordinate, review and advise the Village concerning, change orders,
submittals, and requests for information.
3.3.2.3 Review of Change Orders, Schedules, Budgets, and Applications for Payment
Project Manager shall: (i) assist and review the processing of change orders, (ii) advise Village
concerning the necessity for, scope of and recommended cost of change orders, and (iii) negotiate,
on Village's behalf, all change orders with Consultant for Village approval. The final Project
Budget and/or Project Schedule, as applicable, will be revised to reflect approved change orders.
Project Manager shall review applications for payment by Consultant(s) and Consultant, review
and certify certificates for payment issued by Consultant(s) and make written recommendations to
Village concerning payment. Project Manager's certification for payment shall constitute a
representation to the Village that, to the best of the Project Manager's knowledge, information,
and belief, the work has progressed to the point indicated and the quality of the work is in
accordance with the Contract Documents. The issuance of a certificate for payment shall further
constitute a representation that the Consultant is entitled to payment in the amount certified.
In conjunction with the Consultant who has prime contractual responsibility, the Project Manager
shall additionally review and advise the Village concerning the adequacy of the Consultant's
personnel and equipment, and the availability of materials and supplies to meet the Consultant's
schedules in relation to the Project Schedule.
Project Manager shall direct prime Consultant(s) (and others, where appropriate) to prepare and
update a critical path schedule for completion of the applicable work. In the event of delays
impacting the critical path schedule, Project Manager shall make recommendations to Village for
corrective action by Consultant and review Consultant's recommendations for corrective action.
Project Manager shall advise the Village concerning the procurement of materials by Consultant
regarding budget and schedule implications.
3.3.2.4 Review and Approval of Shop Drawings and Product Data
Project Manager shall coordinate Consultant review and approval of shop drawings, product data
and other submittals by a Consultant.
Project Manager shall obtain from Consultant record drawings or, if required by the applicable
Project construction contract, As -Built drawings, as construction completes.
3.3.2.5 Contract Enforcement
Project Manager shall enforce each Consultant's contract to maintain a daily log containing the
number of workers, equipment, work accomplished, daily weather, problems encountered and
other relevant data as the Village may require. Although Project Manager shall not guarantee the
performance by Consultant, Project Manager shall recommend courses of action to the Village
when Village or Project Manager becomes aware that requirements of any Project Contract
Documents are not being fulfilled, or when Consultant falls behind in its schedule; shall
communicate recommendations, as directed by the Village, to Consultant on behalf of the Village;
shall monitor Consultant's performance of such recommendations; and shall report Consultant's
progress to the Village on at least a monthly basis.
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3.3.2.6 Nonconforming Work
Project Manager shall notify the Village in writing, with photos and supporting documentation, if
Project Manager becomes aware that the work of Consultant is not being performed in accordance
with the requirements of the Contract Documents. As appropriate, Project Manager shall, with
written authorization from the Village, require additional inspection or testing of the work in
accordance with the provisions of the Contract Documents, whether or not such work is covered,
installed or completed. Project Manager shall review any and all test reports and notify the Village,
the Consultant and the Consultant, as appropriate, of deficiencies in the work of which Project
Manager becomes aware and shall advise the Village of projected consequences of such default
and shall make recommendations to Village with respect thereto. With the written authorization of
Village, Project Manager shall reject work which does not conform to the requirements of the
applicable Contract Documents.
3.3.2.7 Substantial Completion and Final Acceptance
Project Manager shall attend on -site review of each Project to confirm substantial and final
completion of the construction of the Project, and notify Village when Project Manager believes
the work under a Project construction contract is substantially complete and that a Punch List
should be prepared.
Project Manager shall coordinate with the Consultant in its review of the work to enable the
Consultant to determine the date of Substantial Completion. At the Substantial Completion by
Consultant of the work, Project Manager shall monitor the Consultant in its inspection of the work
and preparation of a detailed Punch List specifying any items which require completion,
installation, correction or repair. Project Manager will consult with Village and/or Consultant(s)
in connection with recommendations for the rejection and replacement of all nonconforming work,
as appropriate.
Project Manager shall complete the final close-out of each Project by: (i) obtaining, or causing the
Consultant to obtain, all government approvals required for the legal use and occupancy of the
Project, (ii) obtaining all warranties, guarantees, bonds, insurance certificates, installation
manuals, and other items required pursuant to the Project construction contracts, (iii) obtaining all
affidavits, waivers, and releases the Consultants are required to provide pursuant to the Project
construction contracts to achieve final completion of the Project, (iv) analyzing all claims
(including change order disputes and other claims for extra compensation) asserted by the
Consultants and the Consultants, (v) collecting and/or otherwise resolving any and all back charge
claims that Village may assert against any Consultant or Consultants, including assistance with
any legal proceedings instituted by Village and/or any Consultant or Consultant, and/or (vi)
representing Village at meetings and/or inspections scheduled by Village and held to resolve
problems relating to design, physical condition or operation of the Project to seek enforcement of
warranties.
3.3.2.8 Testing and Start-up
Together with the Consultant and Village, Project Manager shall monitor and observe the testing
and start-up of all utilities, systems and equipment for a Project and review test reports.
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3.3.2.9 Safety and Security
While performing the Work, the Project Manager shall promptly inform the Village if the Project
Manager becomes aware of any security concerns and/or unsafe conditions.
4. Reimbursable Expenses
4.1 General
Reimbursable Expenses cover those services and items authorized by Village in addition to the
Basic and Additional Services and consist of actual, direct expenditures made by Consultant and
the Subconsultant for the purposes listed below. Transportation, travel and per diem expenses
within Dade, Broward, or Palm Beach Counties must not be considered as reimbursable expenses
under this Agreement.
Additional Reimbursable Expenses include, but are not limited to:
Communications Expenses: Identifiable communication expenses approved by the Project
Manager, long distance telephone, courier and express mail between Consultant's various
permanent offices and Subconsultant. Consultant's field office at the Project site is not considered
a permanent office.
Reproduction. Photography: Cost of printing, reproduction or photography, beyond that which is
required by or of Consultant's part of the work, set forth in this Agreement.
Surveys: Site surveys and special purpose surveys costs authorized by the Village.
Geotechnical Investigation: Identifiable Soil Borings and Reports and testing costs authorized by
the Village.
Fees: All permit fees, review fees and other similar fees paid to regulatory agencies for approvals
directly attributable to the Project.
4.2 Subconsultant Reimbursables
Reimbursable Subconsultant expenses are limited to the items described above when the
Subconsultant` s agreement provides for reimbursable expenses and when such agreement has been
previously approved, in writing, by the Village Manager and subject to all budgetary limitations
of the Village and requirements of this Agreement.
5. Compensation and Payments
5.1 Method of Compensation
The fees for Professional Services for the Project and each Statement of Work must be determined
by one of the following methods or a combination thereof, at the option of the Village Manager or
designee, with the consent of the Consultant.
A Lump Sum, which may include not to exceed components in accordance with Section 5.4.1
below.
An Hourly Rate, in accordance with Section 5.4.2 below and at the rates set forth in the Agreement.
A Percentage of Construction Cost, in accordance with Section 5.4.3 below.
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A Statement of Work for Additional services will be determined by one of the following methods
or a combination thereof, at the option of the Village Manager or designee, with the agreement of
the Consultant.
1. A Lump Sum, which may include not to exceed components in accordance with 5.4.1
below.
2. An Hourly Rate, in accordance with 5.4.2 below and at the rates set forth in the Agreement.
5.2 Consultant Not To Exceed
Absent an amendment to the Agreement or to any specific Statement of Work, any maximum
dollar or percentage amounts stated for compensation must not be exceeded. In the event they are
so exceeded, the Village must have no liability or responsibility for paying any amount of such
excess, which will be at Consultant's own cost and expense.
5.3 Wage Rates
5.3.1 Fee Basis
All fees and compensation payable under this Agreement must be formulated and based upon the
certified negotiated Wage Rates stated in Exhibit C of the Agreement. Said Wage Rates are the
effective direct hourly rates, as approved by the Village, of Consultant and Subconsultant
employees in the specified professions and job categories that are to be utilized to provide the
services under this Agreement, regardless of manner of compensation.
Should the Consultant intend to utilize personnel or Subconsultants for a Project where the Wage
Rates have not been established, the Consultant must request that the Village add the person or
Subconsultant's wage rates to Exhibit C. The Village may require that the Consultant provide
documentation substantiating the request.
5.3.2 Employees and Job Classifications
Form SC identifies the professions, job categories and/or employees expected to be used during
the term of this Agreement. These may include engineers, landscape architects, professional
interns, designers, CADD technicians, project managers, GIS and environmental specialists,
specification writers, clerical/administrative support, and others engaged in the Work. In
determining compensation for a given Scope of Work, the Village reserves the right to recommend
the use of Consultant employees at particular Wage Rate levels. Consultant must not include any
profession, job category or employees in a Statement of Work Proposal that do not appear on Form
SC. Consultant must submit a request to the Village to add such to Form SC prior to the submittal
of any affected Statement of Work Proposal.
5.3.3 Multiplier
For Work assigned under this Agreement, a maximum multiplier of 2.9 for home office and 2.4
for field must apply to Consultant's hourly Wage Rates in calculating compensation payable by
the Village. Should the Consultant have an approved multiplier with the State of Florida or Miami
Dade County, the Village may elect to utilize either of these multipliers should they be less than
above stipulated rates. Said multiplier is intended to cover Consultant's employee benefits (e.g.
sick leave, vacation, holiday, unemployment taxes, retirement, medical, insurance and
unemployment benefits) and Consultant's profit, and overhead including, without limitation,
office rent, local telephone and utility charges, office and drafting supplies, depreciation of
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equipment, professional dues, subscriptions, stenographic, administrative and clerical support,
management and supervisory responsibilities, time or travel and subsistence not directly related to
a Project. The multiplier must not be applied to the Principal, owner, or partner of the Consultant
except where they are preparing drawings or specifications, preparing a study report, or similar
tasks.
5.3.4 Calculation
Said Wage Rates are to be utilized by Consultant in calculating compensation payable for a
Statement of Work Proposals requested by Village. Consultant must identify job classifications,
available staff and projected man-hours required for the proper completion of tasks and/or groups
of tasks, milestones and deliverables identified in a request for a Statement of Work Proposal.
5.3.5 W awe Rate Adjustments
The Consultant may request an adjustment to the Wage Rates on an annual basis. Such request
may only be made where there has been an actual increase in a Wage Rate(s) by the Consultant.
The Village may also adjust the or where the Village Manager determines that extenuation
circumstances exist. The maximum the Wage Rates depicted in Exhibit C may be adjusted at the
Consultant's request must be based on the Miami — Fort Lauderdale Consumer Price Index issued
by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment must be calculated
by multiplying the ratio of the index in effect at that time divided by the previous year's index by
the hourly rate entries in the Wage Rate Schedule to determine the adjusted Wage Rate Schedule.
In no event must the Wage Rate increase by more than three percent (3%) in any one year period.
5.4 Computation of Fees and Compensation
The Village agrees to pay the Consultant, and the Consultant agrees to accept for services rendered
pursuant to this Agreement, fees computed by one or a combination of the methods outlined above,
as applicable, in the following manner:
5.4.1 Lump Sum
Compensation for a Scope of Work will typically be a Lump Sum, either a Fixed Fee or Not to
Exceed Fee as deemed appropriate by the Village, to be mutually agreed upon in writing by the
Village and the Consultant and stated in a Statement of Work. Lump Sum, and Lump Sum not to
Exceed methods of compensation are the preferred methods of compensation. The Lump Sum or
Lump Sum not to Exceed will be calculated utilizing the Wage Rates established in Exhibit C.
Such Fee(s) will be subject to validation by the Village and the Village may request additional
information to substantiate the Fee(s).
Lump Sum Fixed Fee: must be the total amount of compensation to be paid to the Consultant
for the Services performed on a specific Project, or phase or task under a Statement of Work.
Payments to the Consultant must be based on a percentage of completion basis.
Lump Sum Not to Exceed Fee must establish the maximum amount of compensation to be
paid to the Consultant for the Services performed on a specific Project, or phase, or task under
a Statement of Work. Payments to the Consultant must be based on the actual work effort
required to complete the Project, phase or task.
Guaranteed Maximum Lump Sum: must be the total maximum fee amount payable by
Village wherein certain aspects, tasks or allowances may not be defined, quantified and
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calculated at the time of a Statement of Work issuance. A Guaranteed Maximum Lump Sum
compensation may represent a combination of Fixed Fees for professional services and not to
exceed allowances for Reimbursable Expenses or Additional Services.
Lump Sum Fee Adjustment: Where the Village authorizes a substantial or material change
in the Scope of Work, the Lump Sum Base Fee may be equitably adjusted by mutually consent
of the parties, which must be reflected in an amendment to the Statement of Work.
Lump Sum Fees must be calculated by Consultant utilizing the Wage Rates established in Exhibit
C of the Agreement.
5.4.2 Hourly Rate Fees
Hourly Rate Fees must be those rates for Consultant and Subconsultant employees identified in
Exhibit C, Wage Rates. All hourly rate fees will include a maximum not to exceed figure, inclusive
of all costs expressed in the contract documents. The Village shall have no liability for any fee,
cost or expense above this figure.
Hourly Rate Fees shall be used only in those instances where the parties agree that it is not possible
to determine, define, quantify and/or calculate the complete nature, and/or aspects, tasks, man-
hours, or milestones for a particular Project or portion thereof at the time of a Statement of Work
issuance. In such cases, the Village will establish an Allowance in the Statement of Work that
must serve as a Not to Exceed Fee for the Work to be performed on an Hourly Rate Basis.
Consultant must maintain records acceptable to the Village to track the hours of work performed
by each person.
5.4.3 Pereentaje of Construction Cost
This is a percentage fee based on the Project Budget as mutually agreed upon in writing by the
Village and the Consultant and stated in a Statement of Work or Notice to Proceed
5.5 Reimbursable Expenses
Any fees for authorized reimbursable expenses must not include charges for any expenses
identified in Section 5.3.3, Multiplier. All reimbursable services must be billed to the Village at
direct cost expended by the Consultant. Village authorized reproductions in excess of sets required
at each phase of the Work will be a Reimbursable Expense.
The Village will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the
limitations of this Agreement as verified by supporting documentation deemed appropriate by
Village Manager or designee including, without limitation, detailed bills, itemized invoices and/or
copies of cancelled checks.
5.6 Fees for Additive or Deductive Alternates
The design of additive and deductive alternates contemplated as part of the original Scope for a
Project as authorized by the Village Manager will be considered as part of Basic Services. The
design of additive and deductive alternates that are beyond the original Scope of Work and
construction budget must be authorized through a Statement of Work and must be billed to Village
as Additional Services. The fees for alternates will be calculated by one of the three methods
outlined above, as mutually agreed by the Village Manager and the Consultant.
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5.7 Fees for Additional Services
The Consultant may be authorized to perform Additional Services for which additional
compensation and/or Reimbursable Expenses, as defined in this Agreement.
Determination of Fee
The compensation for such services will be one of the methods described herein: mutually
agreed upon Lump Sum; Hourly Rate with a Not to Exceed Limit, or Percentage of
Construction Cost.
5.8 Procedure and Compliance
An independent and detailed Statement of Work or an Amendment to a previously issued
Statement of Work must be required to be issued and signed by the Village Manager for each
additional service requested by the Village. The Statement of Work will specify the fee for such
service and upper limit of the fee, which must not be exceeded, and must comply with the Village's
regulations, including the Purchasing Ordinance, the Consultant's Competitive Negotiation Act,
and other applicable laws.
5.9 Payment Exclusions
Consultant must not be compensated by Village for revisions and/or modifications to drawings
and specifications, for extended construction administration, or for other work when such work is
due to errors or omissions of Consultant as determined by Village.
5.10 Fees Resulting From Project Suspension
If a Project is suspended for the convenience of the Village for more than three (3) months or
terminated without any cause in whole or in part, during any Phase, the Consultant must be paid
for services duly authorized, performed prior to such suspension or termination, together with the
cost of authorized reimbursable services and expenses then due, and all appropriate, applicable,
and documented expenses resulting from such suspension or termination. If the Project is resumed
after having been suspended for more than three months, the Consultant's further compensation
must be subject to renegotiations.
5.11 Payments to the Consultant
5.11.1 Payments Generally
Payments for Basic Services may be requested monthly in proportion to Services performed during
each Phase of the Work. Subconsultant fees and Reimbursable Expenses must be billed to the
Village in the actual amount paid by Consultant. Consultant must utilize the Village standard
Consultant Invoice Form that will be provided to the Consultant.
Payment will be made in accordance with Florida Statute Chapter 218, Part VII, Local Government
Prompt Payment Act, after receipt of Consultant's invoice, after receipt of Consultant's invoice,
which must be accompanied by sufficient supporting documentation and contain sufficient detail,
to allow a proper audit of expenditures, should Village require one to be performed. If Consultant
is entitled to reimbursement of travel expenses, then all bills for travel expenses must be submitted
in accordance with Section 112.061, Florida Statutes. Consultant must submit all requests for
payment using the Village's standard Consultant Invoice form.
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5.11.2 For Comprehensive Basic Services
For those Projects and Statements of Work contain multiple phases or task, payments must not
exceed the amount stipulated for each phase and the aggregate payment must not exceed the total
value of the Statement of Work
5.11.3 Billing — Hourly Rate
Invoices submitted by Consultant must be sufficiently detailed and accompanied by supporting
documentation to allow for proper audit of expenditures. When Services are authorized on an
Hourly Rate basis, the Consultant must submit for approval by the Village Manager, a duly
certified invoice, giving names, classification, salary rate per hour, hours worked and total charge
for all personnel directly engaged on a Project, phase or task. , Reimbursable Services Cost should
then be added to the sum for the total charges for the personnel. The Consultant must attach to the
invoice all supporting data for payments made to and incurred by Subconsultants engaged on the
Project. In addition to the invoice, the Consultant must, for Hourly Rate authorizations, submit a
progress report giving an update on the completion of the Project and/or the applicable phase or
task.
5.11.4 Reimbursable Expenses
1. General
Reimbursable Expenses are those items authorized by the Village outside of or in addition to the Scope of
Work as identified in the Statement of Work (as Basic Services and/or Additional Services) and consist of
actual expenditures made by the Consultant and the Consultant's Subconsultants for the following:
2. Transportation:
Identifiable transportation expenses in connection with the Project, subject to Section 112.061, Florida
Statutes, as amended, excluding, however, all, general automobile transportation expenses within Miami -
Dade, and Broward counties. Transportation expenses to locations outside the Miami-Dade-Broward-Palm
Beach County area or from locations outside the Miami-Dade-Broward area will not be reimbursed unless
specifically pre -authorized in writing by the Village Manager.
3. Travel and Per Diem:
Identifiable per diem, meals and lodging, lodging, taxi fares and miscellaneous travel -connected expenses
for Consultant's personnel are subject to Section 112.061 Florida Statutes as amended. Meals for class C
travel inside Miami -Dade or Broward County will not be reimbursed. Meals and lodging expenses will not
be reimbursed for temporarily relocating Consultant's employees from one of Consultant's offices to
another office if the employee is relocated for more than five (5) consecutive working days. Lodging will
be reimbursed only for room rates equivalent to Holiday Inn, Howard Johnson or Ramada Inn.
Governmental lodging or meals will not be reimbursed that result from travel within Miami -Dade, Broward
or Palm Beach Counties. Travel and per diem expenses are subject to the prior approval of the Village
Manager.
4. Communication Expenses:
Identifiable communication expenses approved, in writing and in advance by the Village Manager,
including long distance telephone, courier and express mail between the Consultant's various permanent
offices. The Consultant's field office at the Project site is not considered a permanent office. Express mail
or courier services are to be used only where there are significant time constraints.
5. Reproduction, Photography:
Contract No. 2021-XX Page 38 of 40
EXHIBIT "B"
SCOPE OF SERVICES
Cost of printing, reproduction or photography, which is required by or of Consultant to deliver
services, set forth in this Agreement.
6. Permit Fees:
All Permit fees paid to regulatory agencies for approvals directly attributable to the Project. These
permit fees do not include those permits required to be paid by the construction Consultant.
7. Reimbursements to Subconsultants:
Reimbursable Subconsultant expenses are limited to the items described above when the
Subconsultant agreement provides for reimbursable expenses and when such agreement has been
previously approved in writing by the Village Manager and subject to all budgetary limitations of
the Village and requirements of this Agreement.
Contract No. 2021-XX Page 39 of 40
EXHIBIT "C"
RATE SCHEDULE
[INSERT CONSULTANT'S RATE SCHEDULE]
Contract No. 2021-XX Page 40 of 40