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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
ARQUITECTONICA INTERNATIONAL CORP.
FOR
PROFESSIONAL ARCHITECTURE AND ENGINEERING SERVICES
FOR THE
PURDY AVENUE GARAGE AND RETAIL PROJECT
Resolution No. ~ yo8 " ~ ~ `
TABLE OF CONTENTS
DESCRIPTION
ARTICLE 1 DEFINITIONS 1
1.1 City 1
1.2 City Commission 2
1.3 City Manager 2
1.4 Proposal Documents 2
1.5 Consultant 2
1.6 City Project Coordinator 2
1.8 Basic Services 2
1.9 The Project 2
1.9.1 The Project Cost 3
1.9.2 The Project Scope 3
1.10 Construction Cost 3
1.10.1 Construction Cost Budget 3
1.10.2 Statement of Probable Construction Cost 3
1.11 Force Majeure 3
1.12 Contractor 4
1.13 Contract Documents 4
1.14 Contract for Construction 4
1.15 Construction Documents 4
1.16 Contract Amendment 4
1.17 Additional Services 4
1.18 Work 5
1.19 Services 5
1.20 Base Bid 5
1.21 Schedules 5
1.22 Scope of Services 5
ARTICLE 2. BASIC SERVICES
2.1 Planning Services 6
2.2 Design Services 7
2.3 Bidding and Award Services 7
2.4 Construction Phase Services 7
2.5 Additional Services 7
2.6 Responsibility for Claims and Liabilities 7
2.7 Time 7
ARTICLE 3. THE CITY'S RESPONSIBILITIES 11
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 14
ARTICLE 5. ADDITIONAL SERVICES 15
ARTICLE 6. REIMBURSABLE EXPENSES 16
ARTICLE 7. COMPENSATION FOR SERVICES 16
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 18
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 18
ARTICLE 10. TERMINATION OF AGREEMENT 19
10.1 Termination for Lack of Funds 19
10.2 Termination for Cause 19
10.3 Termination for Convenience 20
10.4 Termination for Condition Precedent 20
10.5 Termination by Consultant 20
10.6 Implementation of Termination 21
10.7 Non-Solicitation 21
ARTICLE 11. INSURANCE 21
ARTICLE 12. INDEMNIFICATION 22
ARTICLE 13. VENUE 22
ARTICLE 14. LIMITATION OF LIABILITY 22
ARTICLE 15. MISCELLANEOUS PROVISIONS 23
ARTICLE 16. NOTICE 25
SCHEDULES:
SCHEDULE A SCOPE OF SERVICES
SCHEDULE B CONSULTANT COMPENSATION
SCHEDULE C HOURLY BILLING RATE
SCHEDULED PROJECT SCHEDULE
SCHEDULE E GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT
SCHEDULE F INSURANCE AND SWORN AFFIDAVITS
SCHEDULE G BEST VALUE AMENDMENT
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
ARQUITECTONICA INTERNATIONAL CORP.
FOR PROFESSIONAL
ARCHITECTURE AND ENGINEERING (A/E) SERVICES
FOR THE
PURDY AVENUE GARAGE AND RETAIL PROJECT
This Agreement made and entered into this /day of~ctl 2009, by and between the CITY OF MIAMI
BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as
City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and
Arquitectonica International Corp., a Florida corporation having its principal office at 801 Brickell Avenue,
Suite 1100, Miami, Florida, 33131 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, the City intends to undertake a project within the City of Miami Beach, which is more
particularly described in this Agreement and the attached Schedule "A", and wishes to engage the Consultant
to provide architecture, landscape architecture, and engineering services for the Project at the agreed fees as
set forth in this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of architectural,
engineering, urban design, and landscape architectural, and related professional services relative to the
Project, as hereinafter set forth; and
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and agreement
herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY: The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139.
1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the
City.
1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The
City Manager shall be construed to include any duly authorized designees, including the Project
Coordinator and shall serve as the City's representative to whom administrative requests for approvals
shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the
City Commission) to the Consultant.
1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the documents dated August 01,
2008, and submitted to and approved by the Design Review Board for the Project.
1.5 CONSULTANT: The "Consultant" is herein defined as Arquitectonica International Corp., a
Florida corporation having its principal offices at 801 Brickell Avenue, Suite 1100, Miami, FL 33131.
When the term "Consultant" is used in this Agreement it shall be deemed to include any sub-
consultants and any other person or entity acting under the direction or control of Consultant. Any
subconsultants retained by Consultant pursuant to this Agreement and the Project shall be subject to
prior written approval of the City. The following subconsultants are hereby approved by the City for
the Project:
Structural Engineer: Donnell Duquesne Albarsa Engineers, PA.
Landscape Architect: Arquitectonica GEO
M/E/P: Fire Engineer: PGI Group
Civil Engineer: Terra Civil Engineering
1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual appointed by the
City Manager who shall be the City's authorized representative to coordinate, direct, and review on
behalf of the City, all matters related to the Project, except as otherwise provided herein.
1.8 BASIC SERVICES: "Basic Services" shall include the architectural and interior design, landscape
architectural, and/or engineering and related professional services relative to the Project, as hereinafter
set forth, including: planning, design, bidding/award, and construction administration for the Project, as
described in Article 2 herein and in Schedule "A" entitled "Scope of Services" attached hereto.
1.9 PROJECT: The "Project" shall mean the City Capital Project that has been approved by the City
Commission and as described in Schedule "A" attached hereto.
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1.9.1 PROJECT COST: The "Project Cost", as established by the City, shall mean the total cost of
the Project. to the City including: Construction Cost, professional compensation, land cost, if any,
financing cost, materials testing services, surveys, contingencies and other miscellaneous costs.
1.9.2 PROJECT SCOPE: The "Project Scope" shall mean the description of the Project contained in
Schedule "A" attached hereto.
1.10 CONSTRUCTION COST: The "Construction Cost" for the Project shall mean the sum which is
the total cost or estimated cost to the City of all elements of the Project designed or specified by the
Consultant and approved by the City, including, at current market rates (with a reasonable allowance
for overhead and profit), the cost of labor and materials and any equipment which has been designed,
specified, selected or specifically provided for by the Consultant and approved by the City, and
including a contingency allowance for unforeseen conditions, not to exceed ten percent (10%) of the
construction cost for new construction, or twenty percent (20%) of construction cost for rehabilitation of
historic buildings, and not including the compensation of the Consultant and any subconsultants, the
cost of land, rights-of-way, surveys, testing, or other reimbursable expenses. For Work not constructed,
the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and
accepted from a responsible bidder or proposer for any and all of such Work.
1.10.1 CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean an amount
budgeted by the City for Construction Cost, as specified in the Project Scope in Schedule "A" attached
hereto.
1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable
Construction Cost" shall mean a forecast of Construction Cost prepared by the Consultant, as defined
in attached Schedule "A", entitled "Scope of Services", for the guidance of the City. For Work which bids
or proposals have not been let, the Construction Cost shall be the same as the latest Statement of
Probable Construction Cost. The City shall have the right to verify the Statement of Probab-e
Construction Cost or detailed cost estimate by the Consultant.
1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible
force occasioned by violence in nature without the interference of human agency such as hurricanes,
tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in
Federal, State or local laws, ordinances, codes or regulations, enacted after the date of this Agreement
and having a substantial impact on the Project; other causes beyond the parties' control; or by any
other such causes which the Consultant and the City decide in writing justify the delay; provided,
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however, that market conditions, labor conditions, construction industry price trends and similar matters
which normally impact on the bidding process shall not be considered a Force Majeure.
1.12 CONTRACTOR /CONTRACTORS: "Contractor" or "Contractors" shall mean those persons or
entities responsible for performing the Work or providing the materials, supplies and equipment
identified in the Bid and Construction Documents for the Project.
1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement; the Agreement
between the City and Contractor; Contract for Construction; Conditions of the Contract for Construction
(General, Supplementary, and other Conditions); Construction Documents; and addenda issued prior to
execution of the Contract for Construction. A modification is one of the following: (1) written
amendment to this Agreement or the Contract for Construction signed by both parties; (2) an approved
Change Order; (3) a Construction Change Directive; or (4) a written order for a minor change in the
Work issued by the Consultant.
1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean a legally binding
agreement with Contractors.
1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans,
specifications, drawings, documents and diagrams submitted by the Consultant pursuant to Article 2.2
and Schedule "A" attached hereto.
1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean the written order to the
Consultant approved by the City, as specified in this Agreement, and signed by the City's duly
authorized representative, authorizing a change in the Project or the method and manner of
performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract
Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars
($25,000.00) or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less in
amount (or other such amount as may be specified by the City of Miami Beach Procurement
Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand
($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such Contract Amendment.
1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services described in Article
5 herein, which have been duly authorized in writing by the City Manager prior to commencement of
same.
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1.18 WORK: "Work" shall mean the work to be performed on the Project by the Contractor, pursuant
to the applicable Documents, whether completed or partially completed, and includes labor and
materials, equipment, and services provided, or to be provided, by the Contractor to fulfill its
obligations.
1.19 SERVICES: "Services" shall mean the services to be performed on the Project by the
Consultant pursuant to this Agreement, whether completed or partially completed, and includes other
labor and materials, equipment and services provided, or to be provided, by Consultant to fulfill its
obligations herein.
1.20 BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents
recommended by the Consultant and approved by the City as being within the Construction Cost
Budget pursuant to the Statement of Probable Construction Cost provided by Consultant. "Base Bid"
shall not include "Additive Alternates" or "Deductive Alternates".
1.21 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement
and referred to as follows:
Schedule A -Scope of Services.
Schedule B- Consultant Compensation: The schedule of compensation to the Consultant for Basic
Services, and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by
the Consultant and approved by the City.
Schedule C -Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the
Consultant as submitted by the Consultant and approved by the City.
Schedule D -Project Schedule.
Schedule E -General Conditions of the Construction Contract
Schedule F -Insurance and Sworn Affidavits
Schedule G -Best Value Amendment
1.22 SCOPE OF SERVICES: "Scope of Services" shall mean the Project Scope as described in
Schedule "A", together with the Basic Services and any Additional Services approved by the City, as
described in Articles 2 and 5, respectively herein.
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ARTICLE 2. BASIC SERVICES
The Consultant shall provide Basic Services for the Project as set forth hereafter. The Services for
this Project will be performed by the Consultant upon receipt of a written Notice to Proceed issued by
the City Manager, or his designee, and Consultant shall countersign the Notice to Proceed. A
separate Notice to Proceed shall be required for commencement of each Task, as defined in
attached Schedule "A" entitled "Scope of Services".
The Consultant's Basic Services shall consist of five (5) Tasks (inclusive of planning, design,
bidding/award, construction administration and additional services) as described in attached Schedule
"A ", Scope of Services, and including, without limitation, any and all of consultant's responsibilities
and obligations, as set forth in the General Conditions of the Construction Contract (Schedule "E").
The Consultant shall coordinate with subconsultants and other consultants, and conform to all
applicable building codes and regulations. Consultant, as it relates to its Services, represents and
warrants to the City that it is knowledgeable of codes, rules and regulations applicable in the
jurisdictions in which the Project is located, including, local ordinances and codes (City of Miami Beach
and Miami-Dade County), Florida Statutes, Administrative rules and regulations including, Federal
laws, rules and regulations. The Consultant agrees to comply with all such laws, codes, rules, and
regulations now in effect, and as may be amended or adopted at any time, and shall further take into
account all known pending changes to the foregoing, of which it should reasonably be aware. The
Consultant shall insert the provisions of all required laws, codes rules and regulations into the Contract
Documents.
The Consultant expressly agrees that all of its duties, services and responsibilities under this
Agreement shall be performed in accordance with the standard of care normally exercised in the
design of projects of this nature in South Florida. In addition, Consultant represents that it is
experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is
properly licensed pursuant to the applicable laws, rules and regulations to perform such Services.
Consultant warrants that it shall be responsible for the technical accuracy of its work, including without
limitation the Design Documents contemplated in Section 2.1 below and the attached Schedule "A".
2.1 PLANNING SERVICES:
Consultant shall prepare Planning services, as noted in attached Schedule "A" (Task 1) entitled
"Scope of Services".
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2.2 DESIGN SERVICES:
Based on the approved Planning documents developed under Section 2.1, Consultant shall prepare
Design Documents, as noted in attached Schedule "A", (Task 2) entitled "Scope of Services"
2.3 BIDDING AND AWARD SERVICES:
Consultant shall provide bidding and award services as noted in attached Schedule "A" (Task 3)
entitled "Scope of Services".
2.4 CONSTRUCTION ADMINISTRATION SERVICES:
Consultant shall furnish construction administration services as noted in attached Schedule "A"
(Task 4) entitled "Scope of Services".
2.5 ADDITIONAL SERVICES:
If required and so approved by the City, Consultant shall provide Additional Services as noted in
attached Schedule "A", (Task 5) entitled "Scope of Services".
2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City shall not constitute nor
be deemed a release of the responsibility and liability of the Consultant, its employees, subcontractors,
agents and consultants for the accuracy and competency of their designs, working drawings,
specifications or other documents and services; nor shall such approval be deemed to be an
assumption of such responsibility by the City for a defect, error or omission in designs, working
drawings, specifications or other documents prepared by the Consultant, its employees,
subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely
upon the accuracy and validity of written decisions and approvals furnished by the City and its
employees.
2.7 TIME: It is understood that time is of the essence in the completion of this Project, and in this
respect the parties agree as follows:
2.7.1 The Consultant shall perform the Services as expeditiously as is consistent with the
standard of professional skill and care required by this Agreement and the orderly progress of the
Work.
2.7.2 The parties agree that the Consultant's Services during all phases of this Project will
be performed in a manner that shall conform with the approved Project Schedule, which is
attached to this Agreement as Schedule "D". The Consultant may submit requests for an
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adjustment to the Project Schedule, made necessary by undue time taken by the City to approve
the Consultant's submissions, and/or excessive time taken by the City to approve the Services or
parts of the Services. The City shall not unreasonably refuse to approve such adjustment(s) to
the Project Schedule if the request is made in a timely manner and is fully justified.
2.7.3 In providing the Services described in this Agreement, the Consultant shall use its
best efforts to maintain, on behalf of the City, a constructive, professional, cooperative working
relationship with the Contractor(s), and others that have been contracted to perform Services
and/or Work pertaining to the Project. While the Services to be provided by Consultant under this
Agreement will be provided under the general direction of the City's Program Coordinator, it is the
intent of this Agreement to allow the Consultant to coordinate the performance of all design and
construction administration to the extent such coordination by the Consultant is permitted by the
contracts for the design and construction administration.
2.7.4 It is further the intent of this Agreement that the Consultant shall perform its duties
under this Agreement in a competent, timely and professional manner and that it shall be
responsible to the City for any failure in its performance except to the extent that acts or
omissions by the City or others make such performance impossible.
2.7.5 Whenever during the term of this Agreement, others are required to verify, review, or
consider any work performed by Consultant, including but not limited to the design professionals,
Contractors, and other consultants retained by the City, the intent of such requirement is to enable
the Consultant to receive input from others' professional expertise to identify any discrepancies,
errors or omissions that are inconsistent with industry standards for design or construction of
comparable public projects; or which are inconsistent with applicable laws, codes, ordinances,
and regulations; or which are inconsistent with standards or decisions provided in writing by the
City's Project Coordinator. Consultant will use reasonable care and skill in accordance with and
consistent with customary professional standards in responding to items identified as
discrepancies, errors and omissions by others. Consultant shall receive comments from reviewers
via a set of marked-up drawings and specifications. Consultant shall address comments
forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as
possible under the circumstances, taking into account the requirements of the Project Schedule.
2.7.6 The City shall have the right at any time, and in its sole and absolute discretion, to submit
for review to consulting engineers or consulting architects or other consultants, engaged by the
City at its own expense for that purpose, any or all parts of the services performed by the
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Consultant, and the Consultant shall cooperate fully in such review at the City's request.
2.7.7 Consultant agrees to certify and warrant all estimates of Construction Cost prepared
by Consultant. Said certifications shall be in a form and manner as approved by the City's Project
Coordinator.
2.7.8 Consultant represents to City that all evaluations of the City's Project Budget,
Consultant generated Statement of Probable Construction Cost, and detailed estimates represent
Consultant's best judgment as a design professional familiar with the construction industry.
Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any
estimate of Construction Cost or evaluation prepared or agreed to by Consultant.
2.7.9 Consultant agrees that, when the Services to be provided hereunder relate to a
professional service which, under Florida Statutes, requires a license, certification of authorization,
or other form of legal entitlement to practice such services, it shall employ and/or retain only
qualified personnel to provide such services.
2.7.10 Consultant agrees to employ and designate in writing, within five (5) calendar days after
receiving its initial Notice to Proceed, a qualified licensed professional to serve as the Consultant's
project manager (herein after referred to as "Project Manager"). The Project Manager shall be
authorized and responsible to act on behalf of Consultant with respect to directing, coordinating
and administrating all aspects of Services to be provided and performed under this Agreement.
The person selected by Consultant to serve as Project Manager shall be subject to approval and
acceptance by City. Replacement (including reassignment) of said Project Manager shall not be
made without the prior written approval of the City.
2.7.11 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do
such from City, to promptly remove and replace Project Manager, or any other personnel
employed or retained by Consultant, or any subconsultant or subcontractors engaged by
Consultant, which request may be made by City with or without stating its cause.
2.7.12 Consultant herein represents to City that it has expertise in the type of professional
services that will be performed and pursuant to this Agreement. Consultant agrees that all
Services to be provided by Consultant pursuant to this Agreement shall be subject to City's review
and approval and shall be in accordance with the generally accepted standards of professional
practice in the State of Florida, as well as in accordance with applicable published laws, statutes,
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ordinances, codes, rules, regulations and requirements of any governmental agencies having
jurisdiction over the Project or the Services to be performed by Consultant hereunder. In the event
of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its
best professional judgment to advise City regarding resolution of each such conflict.
2.7.13 Consultant agrees not to divulge, furnish or make available to any third person, firm or
organization, without City's prior written consent, or unless incident to the proper performance of
Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where
such information has been properly subpoenaed, any non-public information concerning Services
to be rendered by Consultant hereunder, and Consultant shall require its employees, agents,
subconsultants and subcontractors to comply with the provisions of this paragraph.
2.7.14 The City and Consultant acknowledge that the Scope of Services does not delineate every
detail and minor work task required to be performed by Consultant to complete the Project. If,
during the course of the performance of the Services contemplated in this Agreement, Consultant
determines that work should be performed to complete the Project which is, in the Consultant's
opinion, outside the level of effort originally anticipated, whether or not the Scope of Services
identifies the work items, Consultant shall notify the Project Coordinator, in writing, in a timely
manner, and obtain said Project Coordinator's written consent, before proceeding with the work.
The Project Coordinator must comply with Contract Amendment processing requirements as
outlined in Article 1.16, prior to issuance of any written authorization to proceed with Additional
Services to Consultant. If Consultant proceeds with additional Services without notifying and
obtaining the consent of the Project Coordinator, said work shall be deemed to be within the
original level of effort, and deemed included as a Basic Service herein, whether or not specifically
addressed in the Scope of Services. Notice to the Project Coordinator does not constitute
authorization or approval by the City to perform the work. Performance of work by Consultant
outside the originally anticipated level of effort without the prior written consent of the City shall be
at Consultant's sole risk.
2.7.15 Consultant shall establish and maintain files of documents, letters, reports, plans, etc.
pertinent to the Project. Consultant shall provide City with a copy of applicable Project
correspondence for City to file in its filing system. In addition, Consultant shall provide electronic
Project document files to the City, at the completion of the Project.
2.7.16 It is further the intent of this Agreement that the Consultant shall perform its duties
under this Agreement in a competent, timely and professional manner and that it shall be
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responsible to the City for any failure in its performance except to the extent that acts or
omissions by the City or others make such performance impossible.
2.7.17 In the event Consultant is unable to timely complete the Project because of delays
resulting from untimely review by City or other governmental authorities having jurisdiction over
the Project, or such delays which are caused by factors outside the control of Consultant,
Consultant shall provide City with immediate written notice stating the reason for such delay and a
revised anticipated schedule of completion. City, upon review of Consultant's submittal and such
other documentation as the City may require, may grant a reasonable extension of time for
completion of the Project and may provide reasonable compensation, if appropriate.
2.7.18 The Consultant covenants with the City to furnish its Services hereunder properly, in
accordance with the standards of its profession and in conformance with applicable construction,
building and health codes and other applicable Federal, State and local rules, regulations and
laws, of which it should reasonably be aware, throughout the term of this Agreement. The City's
participation in the design and construction of the Project in no way relieves the Consultant of its
professional duties and responsibilities under applicable law and under the Contract Documents
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with
respect to the services to be rendered under this Agreement (herein after referred to as Project
Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information,
interpret and define City policies and decisions with respect to Consultant's Services on this Project.
However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions
to Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing
in any way whatsoever, unless approved by the City Manager and/or City Commission in compliance
with Article 1.16 requirements, including but not limited to the following:
a) The Scope of Services to be provided and performed by Consultant hereunder;
b) The time the Consultant is obligated to commence and complete all such Services; or
c) The amount of compensation the City is obligated or committed to pay Consultant.
3.2 The City shall assist Consultant by placing at Consultant's disposal all information that the City
has available pertinent to the Project, including previous reports and any other data relative to design
or construction of the Project. It shall be fully understood that City, in making such reports, site
information, and documents available to the Consultant is in no way certifying representing and/or
warranting as to the accuracy or completeness of such data. Any conclusions or assumptions drawn
through examination thereof shall be the sole responsibility of the Consultant and subject to whatever
measure it deems necessary to final verification essential to its performance under this Agreement.
Additional Services required due to inaccurate, incomplete or incorrect information supplied by the City
may be undertaken by the Consultant as an Additional Service to this Agreement. Consultant shall
notify the Project Coordinator, in writing, in a timely manner and obtain said Project Coordinator's
written consent, before proceeding with the work. If Consultant proceeds with the Additional Services
without notifying and obtaining the consent of the Project Coordinator, said work shall be deemed to
be within the original level of effort and deemed included as a Basic Service herein.
3.3 The City has established a Construction Cost Budget for the Project, as stated in Schedule A.
3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance counseling
services as may be required at any time for the Project, including such auditing services as the City
may require to verify the Consultant's applications for payment or to ascertain that Consultant has
properly remitted payment due to sub consultants or vendors working on this Project for which
Consultant has received payment from the City.
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project or non-
conformance with the Contract Documents, the City shall give prompt written notice thereof to the
Consultant.
3.6 The City shall furnish required information and services and render approvals and decisions in
writing as reasonably expeditious as necessary for the orderly progress of the Consultant's Services
and of the Work. No approvals required by the City during the various phases of the Project shall be
unreasonably delayed or withheld; provided that the City shall at all times have the right to approve or
reject any proposed submissions of Consultant for any reasonable basis.
3.7 The City Commission shall be the final authority to do or to approve the following actions or
conduct by passage of an enabling resolution or amendment to this Agreement.
3.7.1 The City Commission shall be the body to consider, comment upon, or approve any
amendments or modifications to this Agreement, except when noted otherwise (i.e., where
delegated to the City Manager or his designee) in this Agreement.
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3.7.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any
subcontracts made pursuant to this Agreement. Assignment and transfer shall be defined
to include sale of the majority of the stock of a corporate Consultant.
3.7.3 All required City Commission approvals and authorizations shall be expressed by
passage of an appropriate enabling resolution and, if an amendment, by the execution of an
appropriate amendment to this Agreement.
3.7.4 The City Commission shall hear appeals from the administrative decision of the City
Manager's appointed designee(s), upon the Consultant's written request, in which case the
Commission's decision shall be final.
3.7.5 The City Commission shall approve or consider all Contract Amendments that exceed
the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be
specified by the City of Miami Beach Procurement Ordinance, as amended).
3.8 The City Manager or his designee(s) shall serve as the City's representative to whom
administrative requests for approvals shall be made and who shall issue authorizations (exclusive of
those authorizations reserved to the City Commission) to the Consultant. These authorizations shall
include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans,
reports, estimates, contracts and other documents submitted to the City by the Consultant.
3.8.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement which are not otherwise expressly provided for in.this Agreement, and
shall attempt to render administrative decisions promptly to avoid unreasonable delay in the
progress of the Consultant's Services. The City Manager, in his administrative discretion,
may consult with the City Commission concerning disputes or matters arising under this
Agreement regardless of whether such matters or disputes are enumerated herein.
3.8.2 The City Manager shall be authorized, but not required, at the request of the
Consultant, to reallocate monies already budgeted toward payment of the Consultant,
provided, however, that the Consultant's compensation or other budgets established by this
Agreement cannot be increased.
3.8.3 The City Manager, or his designee, shall be the sole representative of the City
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authorized to issue a Notice to Proceed, as referenced in Article 2 and the attached
Schedule "A" entitled "Scope of Services".
3.8.4 The City Manager may approve Contract Amendments which do not exceed the sum
of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by
the City of Miami Beach Purchasing Ordinance, as amended) and which do not increase
any of the budgets established herein.
3.8.5 The City Manager may, in his sole discretion, form a committee or committees, or
inquire of or consult with persons for the purpose of receiving advice and recommendations
relating to the exercise of his powers, duties and responsibilities under this Agreement.
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The Construction Cost Budget, as established by the City and stated in Schedule "A", shall not be
exceeded without fully justifiable, extraordinary and unforeseen circumstances, such as Force
Majeure, which is beyond the control of the parties. Any expenditure above this amount shall be
subject to prior City Commission approval by passage of an enabling resolution and amendments to
the appropriate agreements relative to the Project, prior to any modification of the Construction Cost.
Provided further, however, that even in the event of a Force Majeure, as defined in Article 1.11, the
City shall have no obligation to approve an increase in the Construction Cost Budget limitations
established herein, and, if such budget is exceeded, the City Commission may, at its sole option and
discretion, terminate this Agreement without any further liability to the City.
4.2 If the lowest bona fide base bid exceeds the Construction Cost Budget by more than five percent
(5%), the City Commission shall, at its sole discretion, have any of the following options: (1) give
written approval of an increase in the Construction Cost Budget; (2) reject all bids or proposals,
authorize rebidding, or (if permissible) authorize a renegotiation of the Project within a reasonable
time; (3) abandon the Project and terminate the Consultant's Services for the Project covered by this
Agreement without further liability to the City; (4) select as many Deductive Alternatives as may be
necessary to bring the award within the Construction Cost Budget; or (5) cooperate with the
Consultant in reducing the Project scope, construction schedule, and sequence of Work, as may be
required to reduce the Construction Cost Budget. In the event the City elects to reduce the Project
Scope, the Consultant shall provide such revisions to the Construction Documents, and provide
rebidding services, as many times as reasonably requested by the City, as a Basic Service, with no
14
additional cost to the City, in order to bring the bids within five percent (5%) of the Construction Cost
Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services for this Project will only be performed by the Consultant following receipt of a
written authorization by the Project Coordinator prior to commencement of same. Such authorization
shall contain a description of the Additional Services required; an hourly fee, as provided in Schedule
"C" with an "Not to Exceed" amount on additional Reimbursable Expenses (if any); the amended
Construction Cost Budget (if applicable); and an amended completion date for the Project (if any). "Not
to Exceed" shall mean the maximum cumulative hourly fees allowable, which the Consultant shall not
exceed without specific written authorization from the City. The "Not to Exceed" amount is not a
guaranteed maximum cost for the services requested by the City and all costs applied to such shall be
verifiable through time sheet and reimbursable expense reviews.
5.2 The term "Additional Services" includes services involving the Consultant or any subconsultants
whether previously retained for the Services or not or whether participating as members with Consultant
or not, subject to the City's right to previously approve any change in Consultants as set forth in this
Agreement.
5.3 Additional Services may consist of the following:
5.3.1 Serving as an expert witness in connection with any public hearing, arbitration
proceeding or legal proceeding unless such preparation has arisen from the failure of the
Consultant to meet the Standard of Care set forth in Article 2.
5.3.2 Preparing documents for Change Orders, or supplemental Work, initiated at the
City's request and outside the scope of the Work specified in the Construction Documents,
after commencement of the construction phase.
5.3.3 Providing such other professional services to the City relative to the Project
which arises from subsequent circumstances and causes (excluding circumstances and
causes resulting from error, inadvertence or omission of the Consultant) which do not
currently exist or which are not contemplated by the parties at the time of execution of this
Agreement.
5.3.4 Assistance in connection with bid protests, rebidding or renegotiating contracts
15
for construction, materials, equipment or services, except as otherwise expressly provided
for herein.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are an allowance set aside by the City and are not in addition to the
compensation for Basic and Additional Services but include actual expenditures made by the
Consultant in the interest of the Project. The Reimbursable Expenses allowance as specified in
Schedule "B," belongs to the City and must be approved in advance by the City's Project Coordinator.
Unused portions will not be paid to the Consultant.
All Reimbursable Expenses pursuant to this Article, in excess of $500, must be authorized in advance
in writing by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be
submitted 'by the Consultant to the City, along with supporting receipts, and other back-up material
reasonably requested by the City, and Consultant shall certify as to each such invoice that the
amounts and items claimed as reimbursable are "true and correct and in accordance with the
Agreement
6.2 Expenses subject to reimbursement in accordance with the above procedures may include the
following:
6.2.1 Expense of reproduction, postage and handling of drawings, specifications and other
documents, excluding reproductions for the office use of the Consultant and sub-
consultants. Courier and postage between the Consultant and its sub-consultants are not
reimbursable.
6.2.2 Expenses for reproduction and the preparation of graphics for community workshops
6.2.3 Expenses for fees for all necessary permits.
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 The Consultant shall be compensated the not to exceed, cost reimbursable fee listed in Schedule
"B" for Basic Services, based on the "Hourly Rate Schedule" presented in Schedule "C." Payments for
Basic Services shall be made within thirty (30) working days of receipt and approval of an acceptable
invoice by the City Project Coordinator. Payments shall be made in proportion to the Services
16
satisfactorily performed in each Phase so that the payments for Basic Services for each Phase shall
not exceed the progress percentage noted in the Consultant's Progress Schedule, submitted with
each invoice. No markup shall be allowed on subcontracted Basic Services.
The City and the Consultant agree that the Consultant's fee will be $348,475.00 for the provision of
Basic Services as described in the Agreement and Schedule "A" attached hereto, with a reimbursable
expense allowance of $66,390.00 as detailed in Schedule "B."
7.2 Additional Services authorized in accordance with Article 5 will be compensated using the hourly
rates forth in Schedule "C". Request for payment of Additional Services shall be included with the
monthly Basic Services payment request noted in Article 7.1 above.
All Additional Services must be approved by the Project Coordinator, in writing, prior to
commencement of same, as noted in Article 5. Under no circumstances shall the "Not to Exceed"
amount noted in Schedule "B" be exceeded without prior written approval from the City Project
Coordinator. No markup shall be allowed on subcontracted Additional Services.
7.3 Reimbursable Expenses, as defined in Article 6, shall be paid up to the "Not to Exceed" amount
noted in Schedule "B" (approved at $24,390.00 Request for payment of Reimbursable Expenses shall
be included with the monthly Basic Services payment request noted in Article 7. Proper backup must
be submitted with all reimbursable requests. No markup or administrative charges shall be allowed on
Reimbursable Expenses.
7.4 The City and the Consultant agree that:
7.4.1 If the scope of the Project or the Consultant's Services is changed substantially and
materially, the amount of compensation may be equitably adjusted by mutual agreement of
the parties.
7.4.2 Commencing on January 1, 2009 the Hourly Billing Rate Schedule shown in Exhibit
"C" may be adjusted annually based upon the Miami -Fort Lauderdale Consumer Price
Index issued by the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment
shall be calculated by multiplying the ratio of the April index divided by the previous year's
index by the Hourly Rate Schedule to define the new Hourly Rate Schedule. The maximum
increase will be limited to three percent (3%).
17
7.5 No retainage shall be made from the Consultant's compensation on account of sums withheld
from payments to Contractors.
7.6 Method of Billing and Payment. With respect to all Services, Consultant shall submit billings on a
monthly basis in a timely manner. These billings shall identify the nature of the work performed; the
total hours of work performed by employee category and the respective hourly billing rate associated
with the employee category from the Hourly Rate Schedule. In the event subconsultant work is
accomplished utilizing the lump sum method, the percentage of completion shall be identified. Billings
shall also itemize and summarize Reimbursable Expenses by category. Where written approval of the
City is required for Reimbursable Expenses, a copy of said approval shall accompany the billing for
such Reimbursable. When requested, Consultant shall provide backup for past and current invoices
that records hours for all Services by employee category and reimbursable by category.
7.7 The City shall pay Consultant within thirty (30) working days from receipt of Consultant's proper
statement.
7.8 Final payment of the Consultant upon Project completion must be approved by the Mayor and
City Commission.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Consultant shall keep such records and accounts and require any and all Consultant and
subconsultants to keep such records and accounts as may be necessary in order to record complete
and correct entries as to personnel hours charged to the Project, and any expenses for which
Consultant expects to be reimbursed. All books and records relative to the Project will be available at
all reasonable times for examination and audit by City and shall be kept for a period of three (3) years
after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect
entries in such books and records will be grounds for City's disallowance of any fees or expenses
based upon such entries. All books and records which are considered public records shall, pursuant
to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 Electronic files of all documents, including, but not limited to, tracings, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the property
of the City upon completion, termination, or abandonment of the Project. Consultant shall deliver the
is
above documents to the City within thirty (30) days of completion of the Project, or termination of this
Agreement, or termination or abandonment of the Project. (Reference attached Schedule "A", entitled
"Scope of Services" for additional requirements).
9.2 Any re-use of documents by City without written verification or adaptation by Consultant for the
specific purpose intended will be without liability to Consultant.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Termination For Lack Of Funds. The City is a governmental entity and is subject to the
appropriation of funds by its legislative body in an amount sufficient to allow continuation of its
performance in accordance with the terms and conditions of this Agreement. In the event there is a
lack of adequate funding for the Project, the Project may be abandoned or terminated, and the City
may cancel this Agreement as provided for herein without further liability to the City.
10.2 Termination For Cause. The City may terminate this Agreement for cause in the event that the
Consultant (1) violates any provisions of this Agreement or performs same in bad faith or (2)
unreasonably delays the performance of the Services or does not perform the Services in a timely and
satisfactory manner, upon written notice to the Consultant. In the case of termination by the City for
cause, the Consultant shall be first granted a thirty (30) day cure period after receipt of written notice
from the City.
10.2.1 In the event this Agreement is terminated by the City for cause, the City, at its sole
option and discretion, may take over the Services and complete them by contracting with
another consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for
any additional cost incurred by the City due to such termination. "Additional Cost" is defined
as the difference between the actual cost of completion of such incomplete Services, and the
cost of completion of such Services which would have resulted from payments to the
Consultant hereunder had the Agreement not been terminated.
10.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by
the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 7
herein and the City shall have no further liability for compensation, expenses or fees to the
Consultant, except as set forth in Article 7.
10.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly
19
assemble and submit to the City, as provided herein or as required in the written notice, all
documents, including drawings, calculations, specifications, correspondence, and all other
relevant materials affected by such termination.
10.2.4 In the event of a termination for cause, no payments to the Consultant shall be made
(1) for Services not satisfactorily performed and (2) for assembly of submittal of documents,
as provided above.
10.3 Termination For Convenience. The City, in addition to the rights and options to Terminate for
Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to
terminate this Agreement, at its sole option, at any time, for convenience, without cause and without
penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon
notice to Consultant, in writing, fourteen (14) days prior to termination. In the event City terminates
Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all
Services rendered up to the time of receipt of said written termination notice, and for the assembly and
submittal to the City of documents for the Services performed, in accordance with Article 7 herein, and
the City shall have no further liability for compensation, expenses or fees to the Consultant, except as
set forth in Article 7.
10.4 Termination For Condition Precedent. The City, in addition to the rights and options to Terminate
for Cause and/or Terminate for Convenience, as set forth herein, or any other provision set forth in this
Agreement, retains the right to terminate this Agreement, at its sole discretion, in the event that the
"Second Closing" as defined in Section 8.1(c) of the Agreement between Scott Robins Companies,
Inc., Purdy Partners, LLC., Purdy Partners 1919, LLC., and 1849 Purdy Partners, LLC., and the City
does not occur, the City may terminate this Agreement. In the event the City terminates Consultant's
services as provided herein, Consultant shall be compensated for all Services rendered up to the time
of receipt of said written termination notice, and for the assembly and submittal to the City of
documents for the Services performed, in accordance with Article 7 herein, and the City shall have no
further liability except for compensation, expenses, of fees to the consultant, except as set forth in
Article 7.
10.5 Termination By Consultant. The Consultant may only terminate this Agreement for cause in the
event that the City willfully violates any provisions of this Agreement or unreasonably delays payment
for the Services, upon written notice to the City, thirty (30) days prior to termination. In that event,
payment for Services satisfactorily performed by the Consultant and accepted by the City prior to
receipt of a Notice of Termination shall be made in accordance with Article 7 herein. In the case of
20
termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after receipt
of written notice from the Consultant.
10.5.1 The Consultant shall have no right to terminate this Agreement for convenience of
the Consultant.
10.6 Implementation of Termination. In the event of termination, either for cause or for
convenience, the Consultant, upon receipt of the Notice of Termination, shall (1) stop the performance
of Services under this Agreement on the date and to the extent specified in the Notice of Termination;
(2) place no further orders or subcontracts except for any that may be authorized, in writing, by the
Project Coordinator, prior to their occurrence; (3) terminate all orders and subcontracts to the extent
that they relate to the performance of the Services terminated by the Notice of Termination; (4)
promptly assemble and submit, as provided herein, all documents for the Services performed,
including drawings, calculations, specifications, correspondence, and all other relevant materials
affected by the termination; and (5) complete performance of any Services as shall not have been
terminated by the Notice Of Termination, and as specifically set forth therein.
10.7 Non Solicitation. The Consultant warrants that it has not employed or retained any company or
person, other than an employee working solely for the Consultant, to solicit or secure this Agreement;
and that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or
other consideration contingent upon the execution of this Agreement. For breach or violation of this
warranty, the City has the right to terminate this Agreement without liability to the Consultant for any
reason whatsoever.
ARTICLE 11. INSURANCE
11.1 The Consultant shall comply throughout the term of this Agreement with the insurance
requirements stipulated herein. It is agreed by the parties that the Consultant shall not commence
with work on this Project until satisfactory proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain in effect the following insurance coverage:
(a) Professional Liability Insurance in the amount of One Million ($1,000,000.00) Dollars per
occurrence, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. Consultant
shall notify City in writing within thirty (30) days of any claims filed or made against the Professional
Liability Insurance Policy.
21
(b) Comprehensive General Liability Insurance in the amount of $1,000,000.00 Single Limit Bodily
Injury and Property Damage coverage for each occurrence, which will include products, completed
operations, and contractual liability coverage. The City must be named as an additional insured on
this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits of the State of
Florida.
11.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial
modifications in the insurance coverage, to the Project Coordinator.
11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its
equivalent, according to Bests' Guide Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida and countersigned by the company's
Florida resident agent.
11.4 Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies
required above. City reserves the right to require a certified copy of such policies upon request. All
certificates and endorsements required herein shall state that the City shall be given thirty (30) days
notice prior to expiration or cancellation of the policy.
ARTICLE 12. INDEMNIFICATION
Consultant herein agrees to indemnify and hold harmless the City, and its officer and employees, from
liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the
extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and
other persons employed or utilized by the Consultant in the performance of the Agreement. This
Article 12, and Consultant's indemnification contained herein, shall survive the termination and
expiration of the Agreement.
ARTICLE 13. VENUE
13.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein. Exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida.
22
This Agreement shall be governed by, and construed in accordance with, the laws of the State
of Florida, both substantive and remedial, without regard to principles of conflict of laws. The
exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County,
Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal
court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE
ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION
RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on
City's liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the amount of the fees for Services
agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery
from the City for any damage action for breach of contract to be limited to a maximum amount of the
fee for Services agreed upon under the terms of the Agreement, less the amount of all funds actually
paid by the City to the Consultant
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby
agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by
the City of this Agreement in an amount in excess of the amount of fee under any this Agreement,
which amount shall be reduced by the amount actually paid by the City to Consultant for any action or
claim for breach of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in this
Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as set
forth in Section 768.28, Florida Statutes.
ARTICLE 15. MISCELLANEOUS PROVISIONS
15.1 The laws of the State of Florida shalt govern this Agreement.
15.2 Equal Opportunity Employment Goals: Consultant agrees that it will not discriminate against any
employee or applicant for employment for work under this Agreement because of race, color, religion,
sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that
23
applicants are employed and employees are treated during employment without regard to sexual
orientation, race, color, religion, sex, age, national origin, or disability. This provision shall include, but
not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising,
layoff or compensation; and selection for training, including apprenticeships. Consultant agrees to
furnish City with a copy of its Affirmative Action Policy.
15.3 Public Entity Crimes Act: In accordance with the Public Entity Crimes Act (Section 287.133,
Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted
vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide
any goods or services to the City, may not submit a bid on a contract with the City for the construction
or repair of a public building or public work, may not bids or leases of real property to the City, may not
be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a
contract with the City, and may not transact business with the City in excess of the threshold amount
provided in Section 287.017, Florida Statutes, for Category Two for a period of 36 months from the
date of being placed on the convicted vendor list. Violation of this Section by Consultant shall result in
cancellation and may result in Consultants debarment.
15.4 No Contingent Fee: Consultant warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or
firm other than a bona fide employee working solely for Consultant any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award or making of this Agreement.
For the breach or violation of this provision, City shall have the right to terminate the Agreement
without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount
of such fee, commission, percentage, gift, or consideration.
15.5 The Consultant represents that it has made and will make reasonable investigation of all sub-
consultants to be utilized in the performance of work under this Agreement to determine that they
possess the skill, knowledge and experience necessary to enable them to perform the services
required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for
the performance of the work under this Agreement.
15.6 The Consultant, its consultants, agents and employees and sub contractors, shall comply with
all applicable Federal, State and County laws, the Charter, related laws and ordinances of the City of
Miami Beach, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies as they relate to this Project.
24
15.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by Consultant, under any circumstances, without the prior written consent of City.
15.8 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements or understandings applicable to the matters contained herein; and the
parties agree that there are no commitments, agreements or understandings concerning the subject
matter of this Agreement that are not contained in this document. Accordingly, the parties agree that
no deviation from the terms hereof shall be predicated upon any prior representations or agreements
whether oral or written. It is further agreed that no modification, amendment or alteration in the terms
or conditions contained herein shall be effective unless contained in a written document executed with
the same formality and of equal dignity herewith.
ARTICLE 16. NOTICE
16.1 All written notices given to City by Consultant shall be addressed to:
City Manager's Office
c/o Assistant City Manager Tim Hemstreet
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to:
Director
Capital Improvements Projects Office
City of Miami Beach
Miami Beach, Florida 33139
All written notices given to the Consultant from the City shall be addressed to:
Timothy Reedy
801 Brickell Ave
Miami, FL 33131
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail,
return receipt requested.
25
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in
their names by their duly authorized officers and principals, attested by their respective witnesses and
City Clerk on the day and year first hereinabove written.
Attest
~~
CITY CLERK
Attest
CITY OF MIAMI BEACH
CONSULTANT
Arquitectonica International Corp.
Sig ure/Secretary Signature/Preside t
Print Name Print Name
APPROVED AS TO
FORM 8~ LANGUAGE
ELUTION
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26 ~ 3 ~1
i Attorney Da
SCHEDULE A
PURDY AVENUE GARAGE AND RETAIL PROJECT
SCOPE OF A/E CONSULTANT SERVICES
CONSULTANT: Arauitectonica International Corp.
BACKGROUND
On December 10, 2008, the Mayor and City Commission approved Resolution No. 2008-26969,
approving and authorizing the Mayor and City Clerk to execute an agreement between the City
and Scott Robins Companies, Inc., Purdy Partners, LLC., Purdy Partners 1919, LLC., and 1849
Purdy Partners, LLC., for the purpose of purchasing air rights and certain portion of the land for
the development of an approximately 458-space parking garage with ground floor retail.
SCOPE OF SERVICES
The Consultant shall provide the architectural, engineering, master planning, landscape
architecture, and surveying, as necessary, for the Project. The work shall include, but not be
limited to, conceptual drawing(s), planning, survey, design development, and estimate(s) of
probable cost, construction documentation, permitting, bidding /award, and construction
administration services for the Project.
Proiect Description:
The Project includes, approximately 458-space parking garage with ground floor retail.
TASK 1 -PLANNING SERVICES
Planning Services were completed under separate agreement
Sunset Harbor Parking Garage
Schedule A
TASK 2 -DESIGN SERVICES
The purpose of this Task is to establish requirements for the preparation of Contract Documents
for the Project. Note that Task 2.1, requires that the CONSULTANT perform a variety of forensic
tasks to verify, to the extent practicable, existing conditions and the accuracy of any available
as-built drawings and base maps to be used for development of the contract drawings. Task
2.2, discusses requirements for the preparation of Contract Documents, inclusive of drawings,
specifications and front-end documents. Task 2.3, establishes requirements with regard to
constructability and value engineering reviews to be performed by others. Task 2.4, establishes
requirements for the preparation of opinions of total probable cost by the CONSULTANT. Task
2.5, specifies requirements for review of Contract Documents with jurisdictional permitting
agencies prior to finalization. Task 2.6, establishes requirements for developing final (100%)
Contract Documents. To facilitate the implementation of a Public Information Program, the
CONSULTANT shall provide electronic files of all Project documents, as requested by the CITY
The CONSULTANT shall provide the electronic files for the front-end documents, technical
specifications, and construction drawings in MS-Word, AutoCAD and Adobe Acrobat file format.
Task 2.1 -Verification of Existins~ Conditions: The CONSULTANT shall obtain all available
As-Built drawings, perform structural evaluation of the structures, perform a detailed topographic
survey of the existing Project site. The survey shall be performed by a Professional Land
Surveyor in the State of Florida, and shall meet the minimum technical standards identified in
Chapter 61G17-6, FAC. All survey files shall be prepared in AutoCAD Version 2000, or latest
version, with a layering system as directed by the CITY. As a minimum, the survey shall
address the following:
^ Baseline of survey shall be tied into the right-of-way and sectionalized land
monuments. Right-of-way information shall be obtained from available records by
the CONSULTANT.
^ The CONSULTANT shall set benchmarks at convenient locations along the site to
be used during both the design and construction phases of the project.
^ An Elevation Certificate of the existing buildings.
Page 2 of 21
Sunset Harbor Parking Garage
Schedule A
^ The CONSULTANT shall locate and identify existing surface improvements /
topographic features that are visible within the Project site, including but not limited
to, the following:
^ Marking of all property corners, location and details of the existing buildings
including overall dimensions and finished floor elevations.
^ Existing valve boxes, water /electrical meter boxes, electrical pull boxes, telephone
/ cable risers, fences, hydrants, etc.
^ Aboveground and underground utilities invert elevations of accessible underground
utilities, wood / concrete utility poles, culverts, guardrails, pavement limits,
headwalls, endwalls, manholes, vaults, mailboxes, driveways, side streets, trees,
landscaping, traffic signage and any other noted improvements. Survey shall
identify fence material /height, and driveway construction materials. Landscaping
materials with a trunk diameter greater than 6 -inches in diameter shall be
identified individually. Materials with smaller diameters shall be illustrated in
groupings.
^ Survey limits shall include the entire Project site and an additional overlap to
encompass all adjoining areas potentially impacted by the Project.
^ Survey Topographic survey /base map shall be prepared in AutoCAD Version 2000
or latest, and submitted on recordable Compact Disk with three (3) signed and
sealed copy on 24-inch by 36-inch bond paper. Note that all standards from the
DSM shall apply to the development of the survey document. In addition, the
CONSULTANT shall submit 3 copies of a preliminary Draft Survey for CITY review
and comment. The CONSULTANT shall prepare a final survey submittal package
based on addressing any /all comments submitted through this review process, to
the satisfaction of the CITY. All CAD mapping shall be performed to a scale of 1:1 in
the World Coordinate System. Text size shall be 100 Leroy for a final product at
1=20 units.
Upon completion and acceptance of the final survey, the CONSULTANT shall forward
same to the following agencies with a request to mark /identify respective utilities on the
survey base map. The CONSULTANT shall coordinate this effort with each agency in
an effort to identify the location of all existing underground utilities. The CONSULTANT
Page 3 of 21
Sunset Harbor Parking Garage
Schedule A
shall incorporate utility owner markups /edits into its survey base map file. The
CONSULTANT shall contact the following entities and request that they each verify
locations of their existing improvements in the affected areas:
• Florida Power and Light Company
• BellSouth
• Miami-Dade Water and Sewer Authority
• Charter Communications (Atlantic Broadband)
• Natural Gas provider
• City of Miami Beach Public Works Department
• Others as deemed necessary by the CONSULTANT
The CONSULTANT shall also request information regarding any future proposed improvements
by each agency. To facilitate tracking of the progress made in this work effort, the
CONSULTANT shall copy the CITY on all correspondence with each agency. In addition, the
CONSULTANT shall keep a readily accessible and properly labeled /collated file of all
correspondence and markups provided to it by the various agencies for reference use by the
CITY and/or CONSULTANT, during construction.
The CONSULTANT shall become familiar with the Project site through frequent site visits,
research, and examination of any record drawings, as applicable, and shall notify the CITY of
any field, onsite, or off-site conditions not shown or incorrectly shown on record drawings, as
may have been reasonably discovered. At the CONSULTANT's request, the CITY shall
facilitate the CONSULTANT's access to the Project site and or facilities for investigative
purposes. These site visits are part of the CONSULTANT's Basic Services, are considered due
diligence, and the CONSULTANT shall receive no additional compensation for such design
phase site visits and meetings. Provided that the CONSULTANT has conducted a good faith
investigation, the CONSULTANT and CONSULTANT's sub-consultants shall not be responsible
or held liable for undiscovered hazardous conditions or materials.
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Based on the collected data, the CONSULTANT shall develop detailed design base maps for
the project. The maps shall include an overall key map and partial plans scaled at 1-inch equals
20 feet or a scale that better suits the project requirements. CONSULTANT shall illustrate
proposed improvements on the site plan and shall prepare final site plan based on the
information gathered herein. Copies of base maps shall be distributed to CITY.
Deliverables: -Perform work as noted to develop final survey. Deliver
three (3) draft and five (5) final signed and sealed surveys
to CITY.
Schedule: -See Exhibit D -Project Schedule
Task 2.2 -Detailed Design: The CONSULTANT shall prepare detailed design documents
consisting of architectural, structural, civil, mechanical, electrical, landscape, and irrigation
drawings, as applicable. All Contract Documents are to be provided in accordance with the
applicable architectural and engineering design standards, and in accordance with the
requirements of all applicable state, local and federal regulatory agencies having jurisdiction
over the Project. The CONSULTANT shall use CITY standard details as provided by CITY, and
as deemed appropriate by CONSULTANT. The CONSULTANT shall provide additional
sections that may be required, and are not already provided through the CITY standards, as it
deems necessary, to provide CITY with a complete work product. All drawings shall be
prepared using AutoCAD Version 2000 software, or latest, with a layering system as approved
by CITY.
Technical specifications shall be prepared in conformance with Construction Specifications
Institute (CSI) formats. The CITY shall furnish the CONSULTANT with standard CITY
specification outlines for Divisions 1. Any supplier listings required by specifications shall include
a minimum of two (2) named supplier's, and shall meet all applicable CITY and State of Florida
procurement codes. Specifications shall be provided to the CITY ,and or CONSULTANT in
"Microsoft MS-Word" format. In addition, the CONSULTANT shall use the same software in all
project related work. The CONSULTANT shall utilize base front-end documents provided by the
CITY. The CONSULTANT shall edit accordingly to result in a project specific document. Any
requirements for Supplementary General Conditions shall be subject to review and acceptance
by the CITY.
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The CONSULTANT shall attend monthly Design Progress Meetings with CITY and/or CMR
staff, as applicable. CONSULTANT shall provide, and maintain a design progress schedule in
Microsoft Project Planner. CONSULTANT shall update the schedule and review Project status
at each progress meeting. Should the CITY determine that the CONSULTANT has fallen
behind schedule; the CONSULTANT shall provide a recovery schedule that shall accelerate
work to get back on schedule.
The CONSULTANT shall submit monthly invoice requests for its services, accompanied by an
updated design progress schedule, as requested by the CITY. Invoices shall be prepared in a
format as provided by the CITY.
For purposes of this Scope of Services, the following will be considered the minimum effort to
be provided by the CONSULTANT for establishing detail design milestone submittals. Note that
CITY review procedures, and CONSULTANT'S responsibilities associated with such, are
discussed under Task 2.3:
• The 50% design completion stage milestone shall consist of the completed
survey, work products of the previously outlined Tasks, with all proposed
improvements identified in approved BODR, illustrated in plan and elevation
views, at a scale of 1-inch equals 20 feet, and with applicable sections and
details. In addition, the CONSULTANT shall include draft technical specifications
and a draft schedule of prices bid (bid form) identifying the items to be bid by the
prospective contractors with the submittal. Also, this submittal shall include the
CONSULTANT'S "Budget" level opinion of probable cost as defined by the
American Association of Cost Engineers. The CONSULTANT shall submit the
50% design to the Historical Preservation Board (HPB) for full design approval.
Comments from the HPB and/or Planning Department shall be incorporated into
the 90% design submittal.
Prior to the preparation of the 50% design completion stage drawings, the
CONSULTANT shall incorporate changes to its design based upon its existing
as-built /existing conditions verification efforts and review comments received,
as noted in Task 2.3 below.
• The 100% design completion stage milestone shall consist of a final construction
document set including the front-end documents (general and supplemental
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conditions), technical specifications and construction drawings for all work
proposed to be completed. The CONSULTANT shall include detailed
construction sequencing restrictions, and special conditions for the CITY'S
review with this submittal. Prior to the preparation of the 100% design completion
stage drawings, the CONSULTANT shall incorporate changes to its design
based upon review comments received, as noted in Task 2.3, below. In addition,
the CONSULTANT shall provide its "Definitive" level opinion of probable cost as
defined by the American Association of Cost Engineers with this submittal.
Documents shall also include all constructability and design review comments,
City of Miami Beach Building Department permitting pre-approval comments as
may be provided by the C ITY and/or jurisdictional review agency.
Deliverables: -Furnish sets of design documents as requested by the CITY
pursuant to Article 6 of the Agreement.
- Prepare and update project invoices and schedule tracking
spreadsheets, on a monthly basis.
- Attend progress meetings with CITY staff, HPB, and CMR firm,
as applicable.
Schedule: -See Exhibit D -Project Schedule
- Note: The above 50% and 100% design documents
completions shown in calendar days are contingent upon
CITY's reviews occurring within the timeframe allowed for final
completions of each task.
Task 2.2.1 - Geotechnical Evaluation:
See Task 6.4
Task 2.3 - Desi~tn / Constructabilitv Review: To verify that the CONSULTANT is in
compliance with the required BODR and CITY's requirements, the CITY and CMR shall perform
reviews of all Project design documents, including cost estimates, at the 50 and 100% design
completion stage submittals. Note that the 100% design completion stage submittal will
incorporate the pre-approval review comments from the Building Dept. and will be used to
procure permits from jurisdictional review agencies, and/or may be utilized to obtain pricing.
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The purpose of these reviews shall be to verify that the documents are consistent with the
design intent. These documents shall be furnished as bound 8-1/2-inch by 11-inch technical
specifications and full-size (24-inch by 36-inch) and half size (11-inch by 17-inch) scaled
drawings as requested by the CITY and as noted in the Task 2.2 deliverables. The CMR and
applicable CITY staff shall perform reviews on these documents and provide written comments
(in "Excel" spreadsheet format) back to the CONSULTANT within the timeframes specified in
Project Schedule -Exhibit D.
Following receipt of comments by the CONSULTANT, a meeting may be scheduled between
the CITY, the CONSULTANT and CMR, to discuss the requirements, intent and review of the
comments. The CONSULTANT shall prepare a written memorandum to address how each
comment was resolved. Such written memorandum shall be prepared and submitted to CITY
for review /approval, within ten (10) working days after the review session. The responses
shall be in the spreadsheet format provided to the CONSULTANT. In addition, the
CONSULTANT shall revise its documents to address all review comments accordingly, to the
satisfaction of the CITY.
In addition, the CITY and CMR shall perform constructability reviews of the design documents
relative to value, construction sequencing /schedule, and bid format. These reviews shall be
based upon 50 and 100% design submittals received from the CONSULTANT and shall be
conducted concurrently with the 60 and 100% design reviews. These constructability review
meetings shall be held with the CONSULTANT, CITY, and CMR representatives to discuss
review comments, as required. A detailed review of CONSULTANT's proposed construction
sequencing restrictions will be performed by CITY and CMR at the 50 and 100 % completion
stages.
The CONSULTANT shall note that the CITY and CMR's review of the Contract Documents does
not relieve the CONSULTANT from its responsibility to the CITY with regard to the quality of its
contract documents.
Deliverables: - Attend meetings with the CITY and/or CMR staff, as
applicable, to review and discuss design constructability
and value comments.
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- Prepare written responses to comments made during
reviews.
Schedule: - Complete concurrently with Design Schedule
Task 2.4 -Cost Opinions: The CONSULTANT shall prepare opinions of probable construction
costs for the 50 and 100 percent design completion stage submittal. The accuracy of the cost
estimate associated with the 50 percent completion stage shall be +30% to -15% "Budget"
Level as defined by the American Association of Cost Engineers. The accuracy of the cost
estimate associated with the 100 percent completion stage submittals shall be a +15% to -5%
"Definitive" Level Estimates as defined by the American Association of Cost Engineers. All
estimates shall be submitted in Microsoft "Excel" format in accordance with the template
supplied by CITY. All estimates shall be furnished bound in 8-1/2-inch by 11-inch size. The
CONSULTANT shall advise the CITY immediately when the Project cost estimate exceeds the
budget established by the CITY. Based upon the CONSULTANT's cost estimate, the CITY will
advise the CONSULTANT if portions of the project need to be deleted, phased and/or bid as
alternate bid items to satisfy existing budgetary and fiscal constraints. In this effort, the
CONSULTANT may be required to attend a series of meetings and develop alternative cost
savings options for CITY consideration, if the estimates show that the projected project cost will
exceed the target budget. The CONSULTANT shall revise the contract documents to reflect
necessary revisions to meet budget parameters at no additional cost accordingly.
Deliverables: -Prepare opinions of probable costs at the 50 and 100%
completion stage.
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- Attend meetings with the CITY and CMR staff to review
and discuss cost estimates. This Task includes
development of any required cost savings alternatives, and
implementation /revision of documents to address such
items, as necessary to meet established budget
parameters.
Schedule: -Complete concurrently with Design Schedule.
Task 2.5 -Community Design Review Meeting
The CONSULTANT shall attend and participate in one final Community Design Review Meeting
(CDRM) to review the design progress and concept. The CITY shall schedule, find location for,
and notify residents of said meeting. The CONSULTANT shall prepare draft meeting minutes
and forward them to the CITY and CMR, who shall review, provide comments and distribute,
accordingly. The CONSULTANT shall prepare for, attend and present its documents at this
meeting. Meeting shall be scheduled at the 100% design completion stages. Note that
presentation format shall consist of a brief Power Point presentation to review Project status,
plus review of actual full size plans for the project. The CONSULTANT shall provide sufficient
staff at the meeting to address concerns by residents at two (2) plan stations. It is anticipated
that the CONSULTANT will attend one Pre-CDRM meeting with CITY staff to review the
proposed format of the presentation..
Task 2.6 -Document Revisions: Based upon the input provided by the residents at the
CDRM, the CONSULTANT shall incorporate necessary contract document revisions, as
approved by the CITY.
Task 2.7 -Permitting Reviews: The CONSULTANT shall prepare applications and such
documents and design data as may be required to procure approvals from all such
governmental authorities that have jurisdiction over the Project. The CITY shall pay all permit
fees. The CONSULTANT shall participate in meetings, submissions, resubmissions and
negotiations with such authorities. The CONSULTANT shall respond to comments by such
authorities within ten working days of receipt of comments unless a different time is agreed to by
CITY. It is the intent of this scope of services that the CONSULTANT be the responsible party
for formally transmitting and receiving permits to and from the respective jurisdictional
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authorities. However, since the CITY will track and monitor progress on the preparation and
review of permits and subsequent requests for information, the CONSULTANT shall copy the
CITY on all permit related correspondence. This includes CONSULTANT generated minutes
from meetings held with related parties. It is recognized by CITY that the time period required
for obtaining permits is beyond the control of the CONSULTANT, except with regard to issues
concerning the permittability of the proposed design and the CONSULTANT's ability to respond
to permitting agency requests for information in a timely manner. At the time of scope
preparation, the following governmental authorities that have or may have jurisdiction over
Project have been identified:
^ United States Environmental Protection Agency
^ U.S. Army Corps of Engineers
^ Florida Department of Transportation
^ Florida Department of Environmental Protection
^ South Florida Water Management District
^ Miami-Dade Water and Sewer Authority
^ Miami-Dade Department of Public Works
^ Miami-Dade Department of Health and Rehabilitative Services
^ Miami-Dade Department of Environmental Resource Management
^ The City of Miami Beach Building Department
^ The City of Miami Beach Planning Department
^ The City of Miami Beach Historic Preservation Board
• The City of Miami Beach Public Works Department
^ The City of Miami Beach Fire Department
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Note that the CITY's failure to identify governmental authorities that have jurisdiction over
Project at this time does not relieve the CONSULTANT from the responsibility to procure all
requisite permits.
Deliverables: - Correspond with jurisdictional authorities to establish
permitting requirements.
- Revise documents and respond to permitting inquiries
as required.
- Attend meetings with the CITY, CMR, and permitting
agency staff, as required, to review, discuss and
finalize permit procurement
Schedule: - Complete concurrently with the design schedule
Task 2.8 -The CONSULTANTS QA/QC of Design Documents: The CONSULTANT shall
establish and maintain an in-house Quality Assurance /Quality Control (QA/QC) program
designed to verify and ensure the quality, clarity, completeness, constructability and bid ability of
its contract documents. To this end, the CONSULTANT shall provide the CITY and CMR with a
written narrative detailing its QA/QC program tasks and how it is to be implemented over the
course of this Project. The CITY, at its discretion, may require that the CONSULTANT attend
meetings to review the status and present results of its QA/QC efforts.
TASK 3 -BIDDING AND AWARD SERVICES
The Tasks below address the level of service to be performed by the CONSULTANT.
The CONSULTANT's services shall include, but not be limited to, the following:
• Review /Assist the CITY in the preparation of Request for Qualifications (RFQ) for a
Construction Manager at Risk Firm (CMR) to provide Pre-construction services.
• Review /evaluate bids received in response to the RFQ solicitation
• Participate in negotiation meetings with the selected CMR
• Review CMR's cost proposal(s) /Guaranteed Maximum Price (GMP)
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Task 3.1 -Construction Contract Document Review: The CONSULTANT shall assist the
CITY in the bidding and award of the construction contract. The CONSULTANT shall advise
and evaluate bids and the GMP Amendment(s) as required in the CMR's Pre-Construction
Services Agreement, Agreement attached as Exhibit E incorporated herein by reference. The
contract documents prepared by the CONSULTANT shall be transmitted to the CITY's Risk
Management, Legal and Procurement Departments for verification of appropriate insurance,
form and bonding capacity requirements. The CONSULTANT shall assist the CITY in this
process by providing three copies of each Construction Contract Document and participating in
meetings, submissions, resubmissions and discussions with these departments, as necessary.
The CONSULTANT shall respond to CITY comments within ten calendar days of receipt of
comments unless a different time schedule is agreed to by the CITY. The CONSULTANT's
compensation includes meeting with these departments.
Task 3.2 - Bid Document Delivery: The CONSULTANT shall provide the CITY with
reproducible, sets of contract documents, including digital plot files, as required, for the
preparation of Request for Qualifications (RFQ) for a Construction Manager at Risk Firm (CMR)
to provide Pre-construction services. The CONSULTANT shall provide CITY and CMR with
reproducible, camera ready, sets of permit approved Construction Documents, as required, for
subcontract bid document delivery. These documents shall include responses to all comments
obtained during permit reviews and shall incorporate all corrections required by the permitting
agencies.
Task 3.3 -Pre-Bid Conference: The CITY shall conduct one pre-bid conference for the CMR
selection. CMR shall conduct one or more pre-bid conferences for subcontractor selection.
CONSULTANT shall attend the pre-bid conference for CMR selection. CONSULTANT shall
review bids and advise the CITY accordingly.
Task 3.4 -Addenda Issuance: The CONSULTANT shall provide, through CITY, timely
responses to all inquiries received by the CITY from prospective bidders. These responses shall
be prepared as written addenda, with the format for such addenda as provided to the
CONSULTANT by CITY. These queries and responses shall be documented and a record of
each shall be transmitted to the CITY on a same day basis. The CONSULTANT shall prepare
necessary addenda as requested by CITY.
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Task 3.5 -CMR Bid Evaluation and Bid Openin~t: CITY will forward Bids received pursuant
to CMR selection to the CONSULTANT, who in turn shall evaluate bids for completeness and
full responsiveness and shall make a formal written recommendation to the CITY regarding the
award of the contract. Non-technical bid requirements shall be evaluated by others
Task 3.5.1 -Sub-contractor(s) Bid Evaluation and Bid Opening: Bids shall be evaluated
by the CMR who shall make a recommendation to the CITY regarding the acceptance and
award of bids to qualified responsive and responsible subcontractors. Copies of sub-
contractors bids will be provided to CONSULTANT for review and comment, as applicable.
This scope of services includes no allowance for the CONSULTANT's time to assist the CITY in
the event of a bid protest. To the proportionate extent the CONSULTANT's services are
required in the event of a bid protest, due to a direct action or lack thereof by the
CONSULTANT, the CONSULTANT shall participate in such activities at no additional cost to the
CITY.
Task 3.6 -Guaranteed Maximum Price (GMP) Construction Contract Award: The
CONSULTANT shall provide sets of Construction Contract Documents for execution by CITY
and CMR within five (5) calendar days of request by the CITY pursuant to Article 6 of the
Agreement.
Task 3.7 - As- Bid Contract Documents: After GMP contract award and prior to the
preconstruction conference, the CONSULTANT shall prepare As-Bid construction contract
documents, which incorporate the following items:
^ CMR's submittals, including but not limited to, bid proposal, insurance, licenses,
etc.
^ Amend /modify front-end documents and / or technical specifications to
incorporate changes made via contract addenda.
^ Revise construction documents to include modifications /revisions incorporated
via contract addenda as well as the previously incorporated permit review
comments.
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The CONSULTANT shall prepare As-Bid Construction Documents and reproduce sets, as
requested, for distribution to CITY within ten (10) calendar days after City Commission approval
/ contract execution.
Deliverables- -Attend and participate in Pre-bid conferences and bid openings.
- Respond to questions from prospective bidders and prepare Addenda
for distribution by others.
- Prepare recommendation of award letter.
- Prepare As-Bid Contract Documents, reproduce sets and forward to
CITY.
Schedule: -See Exhibit D -Project Schedule
TASK 4 -CONSTRUCTION ADMINISTRATION SERVICES
The CONSULTANT shall perform the following tasks related to the construction administration
of the Project. These tasks shall be performed for the duration of the construction of the
Project.
The CONSULTANT shall follow uniform procedures and guidelines for managing the interface
between the CITY, CMR, and CONSULTANT staffs. The CITY shall provide the CONSULTANT
with sample management manuals, as required.
CONSULTANT's compensation is based upon a construction period of approximately 8 months.
Task 4.1 -Pre-Construction Conferences: The CONSULTANT shall attend one pre-
construction conference for the Project. The CONSULTANT shall prepare and distribute
meeting minutes to all attendees and other appropriate parties. At this meeting, it is anticipated
that the CITY will issue a Limited Notice to Proceed. A final Notice to Proceed shall be issued
upon receipt and approval of a construction schedule, schedule of values, submittal schedule
and procurement of all applicable construction permits from the CMR.
Deliverables: - Attend and participate in one pre-construction conference
for the project and prepare meeting minutes.
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Schedule: - As scheduled by CITY after receipt of Task 4, Notice to
Proceed.
Task 4.2 - Bi-Weekly Construction Meetinas: The CONSULTANT shall attend bi-weekly
construction meetings with the CMR and applicable CITY representatives, as required. The
purpose of these meetings shall be to review the status of construction progress, shop drawing
submittals and contract document clarifications and interpretations. In addition, the
CONSULTANT shall review the CMR furnished two-week look ahead work schedule to allow for
proper coordination of necessary work efforts. These meetings shall also serve as a forum for
discussion of construction issues, potential changes /conflicts and any other applicable matters.
The meetings may include site visits to visually observe /address construction related concerns.
The site visits shall be separate and distinct from the "Specialty Site Visits" discussed under
Task 4.6. The CONSULTANT shall prepare and distribute meeting minutes to all attendees and
other appropriate parties.
Deliverables: -Attend and participate in Bi-weekly construction progress
meetings, as required, and prepare meeting minutes.
Schedule: - Bi-Weekly throughout the project duration.
Task 4.3 - Reauests for Information /Contract Document Clarification (RFIs /CDCs): The
CONSULTANT shall receive, log and process all RFIs /CDCs. Whenever an RFI involves the
interpretation of design issues or design intent, the CONSULTANT shalt prepare a written
response within the timeframe specified in the construction contract and return it to the CMR.
The CONSULTANT shall distribute and update the RFI log at each progress meeting. In
addition, the CONSULTANT may be requested by the CITY to prepare and forward CDCs
should certain items within the contract documents require clarification.
Deliverables: - Respond to those RFI's that involve design interpretations
and return to CMR and CITY's office. Prepare RFI log and
distribute at meetings.
- Issue CDCs as required.
Schedule: - Ongoing throughout project construction duration.
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Task 4.4 - Requests for Chances to Construction Cost and/or Schedule: The
CONSULTANT shall receive, log, evaluate all requests for project cost and/or schedule changes
from the CMR, and report such, to the CITY at progress meeting. The CONSULTANT shall
distribute and update the Change Order log at each progress meeting. Changes may be the
result of unforeseen conditions, interferences identified by the CMR during the routine progress
of work, inadvertent omissions (betterment) issues in the contract documents or additional
improvements requested by the CITY or CONSULTANT after approval of the GMP
Amendment(s) by the City Commission. Regardless of the source, the CONSULTANT shall
evaluate the merit of the request, as well as the impact of the change in terms of project cost
and schedule. CONSULTANT shall review claims and / or change order requests with CITY.
No legal claims assistance is included under this Task.
Deliverables: -Perform independent review of request for cost increase
and/or time extension.
- Coordinate and participate in meetings, as required, with
the CITY and CMR to resolve and/or negotiate the
equitable resolution of request.
- Prepare and execute change order documentation (AIA
form)
- Prepare and update change order log and distribute at
progress meetings.
Schedule: -Ongoing throughout project construction duration.
Task 4.5 - Processinc of Shop Drawincs: The CONSULTANT will receive, log and distribute
shop drawings, as appropriate, for their review. The CONSULTANT shall have 14 calendar days
or the number of calendar days specified in the construction contract, (whichever is lesser) from
the date of receipt in its office, to review and return shop drawings to CMR and CITY's office.
Deliverables: -Review Shop Drawings and return them to CMR and
CITY.
- Prepare and update shop drawing log and distribute at
progress meetings.
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Schedule: -Ongoing throughout project construction duration.
Task 4.6 -Field Observation Services: The CONSULTANT shall provide specialty site visits
by various design disciplines (civil, structural, mechanical, electrical, plumbing, landscaping,
etc...) on an as requested basis. For the purposes of this scope of services, it is assumed that
specialty site visits are included in the Scope or Services, and will be provided by the
CONSULTANT as required by the Project. Specialty site visits are assumed to include one or
more of the CONSULTANTs Team attendance, as may be requested by the CITY, to review,
discuss, resolve field conditions and issues at the job site. Attendance shall be as requested,
although a minimum of 24 hour notice will be provided when possible. In cases where
conditions require immediate action, the CONSULTANT shall make itself available in the field,
as soon as possible, to review /respond to necessary issues.
Deliverables: -Provide specialty site visits as required.
Schedule: -Ongoing throughout project construction duration.
Task 4.7 - Proiect Closeout: Upon receiving notice from the CMR advising the CONSULTANT
that a Project is substantially complete, the CONSULTANT, in conjunction with appropriate
CITY staff, shall conduct an overview of the Project. The overview shall include development of
a "punch list" of items needing completion or correction prior to consideration of final
acceptance. The CONSULTANT shall develop the Substantial Completion Punch list. The list
shall be forwarded to the CMR for corrective action. CONSULTANT shall forward copy of said
list to the CITY. For the purposes of this Task, Substantial Completion shall be deemed to be
the stage in the construction of the Project where the Project can be utilized for the purposes for
which it was intended, and where minor items may not be fully completed, but all items that
affect the operational integrity and function of the Project are capable of continuous use.
Upon notification from the CMR that all remaining "punch list" items have been resolved, the
CONSULTANT, in conjunction with appropriate CITY staff, shall perform a final review of the
finished Project. Based on successful completion of all outstanding work items by the CMR, the
CONSULTANT shall assist in closing out the construction contract. This shall include, but not
limited to, preparation of record drawings based on markups forwarded by CMR and certification
of record drawings to the various affected permitting authorities. This certification shall be
based on the CONSULTANT having received and reviewed all applicable test data, daily
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observation reports, record drawing markups, submittals, change orders, and performed final
walk through of the completed work during substantial and final completion punch list walk
through(s).
Deliverables:- Attend field meetings to review substantial and final
completion and assist in development of the applicable
"punch lists".
Schedule: - At the Substantial and Final completion of the project.
TASK 5 -ADDITIONAL SERVICES
No additional services are envisioned at this time. However, if such services are
required during the performance of the Work such as work related to structural testing
and evaluation, structural engineering /forensic engineering, environmental evaluation,
environmental engineering, they shall be requested by CITY and negotiated in
accordance with contract requirements. Note that a separate Notice to Proceed is
required prior to performance of any Work not expressly required by this Scope of
Services. If CONSULTANT proceeds without proper authorization, it does so at its own
risk.
TASK 6 - REIMBURSABLES
Task 6.1 -Reproduction Services: The CONSULTANT shall be reimbursed at the usual and
customary rate for reproduction of reports, contract documents and miscellaneous items, as
may be requested by the CITY. Unused amounts in this allowance shall be credited back to the
CITY at the completion of the project. Refer to Schedule 6.
Task 6.2 -Travel and Subsistence:
Not allowed.
Task 6.3 - Surveyin~: The CONSULTANT shall arrange for and coordinate the efforts of
licensed surveyors to prepare a topographical survey within the project limits to meet the intent
of the approved project Scope outlined in Task 1 -Planning Services and Task 2 -Design
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Services. Unused amounts in this allowance shall be credited back to the CITY at the
completion of the project. Refer to Schedule B.
Task 6.4 - Geotechnical Evaluation: The CONSULTANT shall contract the services of a
professionally licensed geotechnical firm to perform boring /test excavations as necessary to
adequately define the soil characteristics for the purposes of design. Actual boring /test
excavations shall be as directed by CONSULTANT. Unused amounts shall be credited back to
the CITY at the completion of the project. Refer to Schedule B.
Task 6.5 -Underground Utility Verification: CONSULTANT shall employ the services of an
underground utility location service, upon approval by the CITY, in an effort to better identify
existing underground conditions where work is to be performed. Soft-Dig underground
identification services may be implemented. Actual locations shall be as directed by
CONSULTANT. Unused amounts shall be credited back to the CITY at the completion of the
project. Refer to Schedule B.
Task 6.6 -Design Sub Consultants:
CONSULTANT shall arrange for and coordinate the efforts of design sub consultant expertise
as such expertise is needed and determined by the evolution of the project program
requirements and/or site conditions. Anot-to-exceed fee amount of all such design sub
consultant costs is included in Schedule B, to be drawn upon as needed. CONSULTANT'S
compensation shall be a reimbursement of actual costs for design sub-consultants.
Minimum Drawing Requirements
The composite set of drawings to be produced shall contain sufficient information and detail to
clearly define all proposed improvements in terms of quantity, quality and location. All drawings
and details shall be to a scale sufficient to be legible. The CONSULTANT shall propose a
drawing list to be reviewed and approved by the CITY.
Site Plans
Existing Conditions -Site Survey - to include property lines, sidewalks, pavement areas,
landscaping, existing site improvements, buildings, dimensions of buildings, fencing, lighting,
overhead and underground utilities, etc.
Page 20 of 21
Sunset Harbor Parking Garage
Schedule A
Demolition -Clearly depict existing conditions to be demolished or modified.
Proposed Improvements -Clearly depict all new design elements including sidewalks,
pavement areas, landscaping, buildings, recreational courts and fields, fencing lighting, utility
modifications, replacements, and additions, etc.
Enlarged Site plans -Where necessary to clearly define Project requirements, provide enlarged
site plans for specific areas of improvement.
Building Drawings
All buildings to be demolished, renovated or constructed shall be detailed in the Project
drawings in sufficient detail to clearly and thoroughly depict the intended improvements or
modifications and shall at a minimum include drawings form all involved disciplines:
Architectural, Civil, Structural, Mechanical, Electrical, Plumbing, and Landscape Architecture.
Drawings shall be organized by building and by discipline.
Page 21 of 21
SCHEDULE B:
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH & STANDARD A & E AGREEMENTS
CONSULTANT COMPENSATION
Please refer to attached schedule and see below Schedule of Payments:
Schedule of Payments
Retail (28%) Garage (72%)
Planning Services * n/a n/a****
Design Services-* $65,861.60 $169,358.40
Bidding and Award Services $7,317.80 $18,817.20
Construction Administration ** $24,393.60 $62,726.40
Reimbursable Allowance*** $18,589.20 $47,801.80
Historic Preservation Board /Design Review Board (if required) n/a n/a****
Note*: These services will be paid lump sum based on percentage complete of each phase as
identified in the individual tasks.
Note**: Construction Administration will be paid on a monthly basis. It is anticipated that construction
duration will be 15 months, therefore, once construction starts Consultant will be paid $7,620.00
(Retail $2,032.80/Garage $5,486.40) for 12 months.
In the event that, through no fault of the Consultant, construction administration services are required
to be extended, which extension shall be at the sole discretion of the City, the Consultant agrees to
extent said services for $7,260.00 (Retail $2,032.80/Garage $5,486.40) per month for the duration
required to complete the Project.
Note***: The Reimbursable Allowance belongs to the City of Miami Beach and must be approved in
advance by the Project Coordinator. Unused portions will not be paid to the Consultant.
Note****: Completed under separate agreement
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SCHEDULE C
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH 8~ STANDARD A 8< E AGREEMENTS
HOURLY BILLING RATE SCHEDULE
Classification
Principal /Architect of Record
Principal MEP Engineer of Record
Project Manager
Senior ArchitectlEngineer
Engineer /Architect
Hourly Billing Rate (FY 2008)
Leper hour
$~~ per hour
$~QQ per hour
$i~ per hour
$(sb•yvper hour
Staff Engineer
Designer
Civil Engineer
CADD Operator
Clerical
$tlo.ovper hour
$1~S:mper hour
$~ZS:ooper hour
$1~6.Op per hour
$~ ~ per hour
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SCHEDULE D
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH 8~ STANDARD A ~ E AGREEMENTS
SEE ATTACHED PROJECT SCHEDULE
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SCHEDULE E
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH 8~ STANDARD A & E AGREEMENTS
See attached General Conditions of the Construction Contract
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SCHEDULE F
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH 8 STANDARD A 8~ E AGREEMENTS
See Attached Insurance and other Sworn Affidavits.
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SCHEDULE G
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH & STANDARD A ~ E AGREEMENTS
Best Value Amendment
The Consultant agrees to abide by all the required documentation of the City's Performance Information
Procurement System and submit the weekly reports.
F:\PURC\$ALL\OLGA\A & E Agreement -Boiler Plate\A E Agreement -Standard Boiler Plate.doc
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