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Resolution 94-21046 I , 1 I 1 4 1 1 1 RESOLUTION No. 94- 21046 A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH GAMBACH SKLAR ARCHITECTS, INC. FOR ARCHITECTURAL DESIGN AND ENGINEERING SERVICES LENDING TO THE EXPANSION OF AN EXISTING MULTI- LEVEL PARKING GARAGE. WHEREAS, the City of Miami Beach ("City") issued a Request for Letters of Interest (RFLI No. 101/92-93) for "Professional Architectural Design and Engineering Services" ; and WHEREAS, Gambach Sklar Architects, Inc . ( "Consultant") submitted a proposal in response to City' s RFLI; and WHEREAS, the City and Consultant have negotiated an agreement and the agreement has been recommended by the City Manager and approved as to form by the City Attorney; and NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the City approves the proposal submitted by Gambach Sklar Architects, Inc . PASSED and ADOPTED this 2nd day o .Kebruary,,_ 1994 . // WYOR ilillir Attested by " ///a/vA27-131eme---- CITY CLERK fjr: 1/29/94 FORM A VED EPT. Date ` fri ' • CITY OF MIAMI BEACH / ` CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139 OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010 FAX: (305) 673-7782 COMMISSION MEMORANDUM NO. 9q TO: Mayor Seymour Gelber and DATE: February. 2, 1994 Members of the City Commission FROM: Roger M. Carlto City Manager SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT WITH GAMBACH, SKLAR ARCHITECTS TO PROVIDE ARCHITECTURAL DESIGN AND ENGINEERING SERVICES. ' ADMINISTRATION 'RECOMMENDATION: , The Administration recommends that the Mayor and City Commission execute the agreement for architectural design and engineering services that will lend to the expansion of the existing parking garage at 12th Street and Washington Avenue (adjacent to Old City Hall) . - BACKGROUND: Over the past three years, the accelerated economic development in the South Beach area has generated a substantial demand for additional parking infrastructure. ' Although this is a citywide problem, it is most acute in the South Beach area. The City's parking inventory currently includes only three multi-level parking garages.. Financial and historic preservation constraints have precluded the City from keeping pace with the growing demand for parking. The limited availability of land has resulted in a need to expand existing multi-level parking garages and build additional. multi-level parking facilities. ANALYSIS: Gambach Sklar Architects, Inc. will lead the project team. Rich and Associates, Inc. will provide both functional design and structural engineering for the projects and Hayden/Wegmen, Inc. will provide geotechnical and survey services, as well as civil, mechanical and electrical services. Gambach Sklar Architects, Inc. has proposed a fee structure of six percent (6%) of total construction costs. This fee is commensurate with industry standards. Assuming the addition to two floors to the existing facility and a gain of 60 parking spaces, an expansion cost of approximately $360, 000 is estimated (at $6, 000 per space.) . An additional $440, 000 is estimated for other related work involving the Police Station garage. Therefore, the total estimated construction cost of approximately $800, 000 will result in a fee of approximately $48, 000 (six percent of $800, 000) . •' 13 \Continued. . . AGENDA R- -1- DATE MAYOR AND COMMISSION PAGE TWO FEBRUARY 2, 1994* CONCLUSION: Based on the Parking Department's evaluation, the Administration supports the recommendation to award the bid to Gambach Sklar Architects. It is imperative to move forward with this effort in order to provide the needed parking facilities . RMC:RS :FJR:SF 14 -2- c , ► 1 AGREEMENT BETWEEN CITY OF MIAMI BEACH AND GAMBACH SKLAR ARCHITECTS, INC. FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR THE RENOVATION OF A PARKING GARAGE LOCATED AT 12TH STREET AND WASHINGTON AVENUE 1 , • TABLE OF CONTENTS ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES 4 1.1 CITY 4 1.2 CITY COMMISSION 5 1.3 CITY MANAGER 5 1.4 PROPOSAL DOCUMENTS 6 1.5 CONSULTANT 7 1.6 BASIC SERVICES 7 1.7 THE PROJECT 8 1.9 FORCE MAJEURE 8 1.10 CONTRACTOR 8 1.11 CONTRACT FOR CONSTRUCTION 8 1.12 CONSTRUCTION DOCUMENTS 8 1.13 ' CHANGE ORDER 8 1.14 ADDITIONAL SERVICES 9 1.15 WORK 9 1.16 BASE BID 9 1.17 SCHEDULES 9 ARTICLE 2. BASIC SERVICES 9 2.1 GENERAL 9 2.2 BASIC SERVICES 9 2.3 DESIGN PHASE 10 2.4 CONSTRUCTION DOCUMENTS PHASE 10 2.5 BIDDING OR NEGOTIATION PHASE 11 2.6 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12 2.7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 15 2.8 ADDITIONAL PROJECT REPRESENTATION 15 2.9 ADDITIONAL SERVICES 16 2.10 TIME 18 ARTICLE 3. THE CITY'S RESPONSIBILITIES 19 ARTICLE 4. CONSTRUCTION COST 20 4.1 DEFINITION 20 4.2 RESPONSIBILITY FOR CONSTRUCTION COST 20 • ARTICLE 5. DIRECT PERSONNEL EXPENSE 21 ARTICLE 6. REIMBURSABLE EXPENSES 21 ARTICLE 7. PAYMENTS TO THE CONSULTANT 22 7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 22 7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 23 7.3 PROJECT SUSPENSION OR TERMINATION 23 ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 23 ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 24 ARTICLE 10. TERMINATION OF AGREEMENT 24 10.1 RIGHT TO TERMINATE 24 10.3 TERMINATION FOR CAUSE 25 10.4 TERMINATION FOR CONVENIENCE NON-EXCLUSIVE PROVISIONS 26 10.5 IMPLEMENTATION OF TERMINATION 26 • 10.6 NON-SOLICITATION 27 ARTICLE 11. MISCELLANEOUS PROVISIONS 27 ARTICLE 12. EXTENT OF AGREEMENT 27 2 ARTICLE 13. BASIS OF COMPENSATION 28 13.1 GENERAL 28 13.2 COMPENSATION FOR SERVICES 28 ARTICLE 14. INSURANCE 29 ARTICLE 15. INDEMNIFICATION 29 ARTICLE 16. ARBITRATION 30 ARTICLE 17. LIMITATION OF LIABILITY 33 ARTICLE 18. ADDITIONAL CONDITIONS 33 SCHEDULES - CONSULTANT COMPENSATION RATES 36 3 • 4 r r r t 1 TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH (CITY) AND GAMBACH SKLAR ARCHITECTS, INC. (CONSULTANT) FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR THE RENOVATION OF A PARKING GARAGE AT 12TH STREET AND WASHINGTON AVENUE, MIAMI BEACH, FLORIDA THIS AGREEMENT made and entered into this ( t day of , 1994, 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 or Owner) , having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, and Gambach Sklar Architects, Inc. , whose address is 1132 Kane Concourse, Level Two, Bay Harbor Islands, Florida, 33154. (hereinafter referred to as Consultant) . WITNESSET H: WHEREAS, the City intends to build various capital ,projects within the City of Miami Beach, for parking facilities; and, WHEREAS, the Consultant desires to contract with the City for performance of architectural engineering and related professional services relative to these projects as more 'particularly hereinafter set forth, for studies, design, preparation of construction documents and construction Administration Services, all as hereinafter stipulated. NOW THEREFORE, City and Consultant in consideration of the mutual covenants and agreements herein contained, agree as follows: ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES 1. 1 CITY The "City" or "Owner" shall mean the City of Miami Beach and is a Florida municipal corporation having its 4 4 i I , principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. The City, as a governmental entity, is subject to the availability of funds and appropriation of funds by its legislative body and other governmental authorities or sources of revenue, in an amount to allow continuation of its performance under this Agreement. In the event of lack of funding for this agreement or this project, this Agreement may be terminated by the City pursuant to the procedure set forth in Article 10. 1.2 CITY COMMISSION. "City Commission" shall mean the governing and legislative body of the City. 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. 1.2. 1 The City Commission shall be the body to consider, comment upon, or approve of any amendments or modifications to this Agreement. 1.2.2 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. 1.2.3 The City Commission shall approve or consider all change orders which exceed the sum of ten thousand dollars ($10, 000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended. ) 1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized designees including a Project Coordinator and shall serve as the City's representative to whom administrative requests for approvals shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon 5 schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 1.3.1 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 he shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the consultant's work. 1.3 .2 The City Manager shall additionally be authorized but,not required at the request of the Consultant to reallocate monies already budgeted towards payment of the Consultant, provided, however, that he cannot increase the Consultant's compensation or other budgets established by this Agreement. The City Manager, in his administrative discretion, shall consult with the City Commission concerning disputes or matters arising under this Agreement regardless of whether such matters or disputes are enumerated herein. The city Manager shall additionally be the sole representative of the City authorized to issue a Notice to Proceed as referenced in Article 2 herein. 1.3 . 3 The City Manager may approve change orders which do not exceed the sum of ten thousand dollars (10, 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. 1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the Request for Letter of Interest (RFLI No. 101-92/93) , for "Providing Professional Architectural Services in the Design of Parking Garages", issued by the City in contemplation of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in response thereto ("Proposal") which are deemed as being incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. 6 • l • 1 ' • 1.5 CONSULTANT The "Consultant" is herein defined as Gambach Sklar Architects Inc. , whose address is 1132 Kane Concourse, Level Two, Bay Harbor Islands, Florida, 33154. 1.5. 1 All architects required by the needs of this project shall be duly licensed and admitted to practice professional design engineering architectural services in this state pursuant to Chapter 481, Florida Statutes, and additionally, possessing the requisite occupational licenses from the City and the County. All engineers required by the needs of this project shall be duly licensed an certified by the State of Florida to engage in the practice of engineering in this State. All special inspectors, if any, required by the needs of this project shall be duly certified, licensed and registered under Chapter 471, Florida Statutes, as an engineer, or under Chapter 481, as an architect, and shall additionally possess the requisite occupational license from the City and the County. 1.5.2 The Consultant shall be liable for the Consultant's services, responsibilities and liabilities under this Agreement and the services, responsibilities and liabilities of any subconsultants, and any other person or entity acting under the direction or control of the Consultant. When the term "Consultant" is used in this Agreement, it shall be deemed to include any subconsultants and any other person or entity acting under the director or control of Consultant. 1.6 BASIC SERVICES "Basic Services" shall include normal professional architectural and engineering services including but not limited to structural design, architectural design, functional design for traffic and parking, landscape architecture, soils/geotechnical, and civil land surveying, electrical and mechanical engineering services. Basic services will also include preparation of contract documents and administration of the Construction Contract, and all post award related services for the Project hereunder. The Basic 7 I I I I I I I Services are more specifically delineated in the attached Schedule A, attached hereto and incorporated herein. 1.7 THE PROJECT The Project shall be defined as the design and construction for the renovation of the existing City-owned parking facility located on the south side of 12th Street, between Washington Avenue and Pennsylvania Avenue. 1.8 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, tornados, flood and total loss caused by fire and other similar unavoidable casualties, 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, or other causes beyond the Consultant's control or by any other such causes which the Consultant and the City Commission decide, in writing, to justify the delay. Provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.9 CONTRACTOR "Contractor" or "Contractors" shall mean those persons or entities responsible for performing the construction work or providing the materials, supplies and equipment identified in the bid and contract documents for the project. 1. 10 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean contracts with contractors. 1. 11 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the final plans, specifications, drawings, documents and diagrams submitted by the Consultant pursuant to Article 2 .4 and approved by the City. 1. 12 CHANGE ORDER "Change Order" shall mean the written order to the Project 8 S Manager approved by the owner as specified in the Agreement and signed by the Owner's duly authorized representative, authorizing a change in the Project or the method an manner of performance thereof or an adjustment in the fees or completion dates, as applicable. Change orders shall only be approved by the City Commission, if they exceed ten thousand dollars ($10,000.00) or the City Manager if they are ten thousand dollars ($10, 000.00) or less in the amount (or, other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended) . Even for change orders for less than ten thousand dollars ($10, 000. 00) , the City Manager shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such change order. 1.13 ADDITIONAL SERVICES "Additional Services" shall mean those services described in Section 2.9 herein, which have been duly authorized by the City Commission. 1. 14 WORK "Work" shall mean all of the work to be performed on the Project pursuant to the Contract Documents and the Construction and Bid Documents. 1. 15 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 tot he Statement of Probable Construction Cost provided by Consultant. "Base Bid" shall not include "Additive Alternatives" or "Deductive Alternates". 1.16 SCHEDULE "Schedule" shall mean all schedules attached hereto and incorporated herein. ARTICLE 2. BASIC SERVICES 2. 1 The Consultant shall provide Basic Services at an agreed upon lump sum fee of six percent (6%) of the approved Construction Cost, and hourly fees as provided in Schedule B, attached hereto and incorporated herein. 9 I'flI ,I II I . I I I • . I 2.2 The Consultant's Basic Services shall consist of the four phases described in Paragraphs 2 .3 through 2. 6 and include architectural, structural, civil, and mechanical/electrical engineering services. 2.3 DESIGN PHASE 2.3.1 The Consultant, shall review with the City alternative approaches to design and construction of the Project. 2.3 .2 Based on a mutually accepted program and Project budget requirements, the Consultant shall prepare, for approval by the Owner, Design Documents consisting of drawings and other documents for the Project, and shall submit to the City a Statement of Probable Construction Cost. 2 .4 CONSTRUCTION DOCUMENTS PHASE 2 .4. 1 Based on the approved Design Documents, the Consultant shall prepare, for approval by the City, sufficient copies of the Construction Documents for bidding purposes, including an additional reproductive mylar copy, and sufficient copies of the Construction Documents to bid the project, plus three (3) copies for the City. One of these copies shall be in the form of a reproducible mylar, for bidding purposes. Consultant shall also file with the City at said time, the following items: (a) four (4) copies of the Statement of Probable Construction Cost; (b) four (4) unbound copies of advertisement for bids; (c) six (6) unbound copies of the bid proposals; and (d) final maintenance impact report. The Consultant shall also provide the City with one (1) additional set of Construction Documents at approximately eighty percent (80%) completion approximately thirty (30) days prior to the date for delivery of the three (3) copies of 100% complete Construction Documents for review by and comment by the City's Building Department. Should additional sets be required, Consultant will make the necessary copies r HOI' II, �1ce. tp 'Z® IiS'r5 /6 2 .4.2 Construction documents will be prepared, signed and sealed by design professionals. The Construction Documents shall call for a construction period as approved by the City Manager or his designee. The entire project will be publicly bid with a Base 10 14 Bid and such Additive Alternates and/or Deductive Alternates as may be requested by the City, to reasonably insure that the award will be within the Construction Cost Budget. The Construction Documents shall set forth in detail the requirements for construction of the Project including all the contractual, code (Local, state, and federal laws, rules and regulations) , and technical specifications and requirements under which the work is to be conducted. All prerequisites for approvals and permits shall be met. Prior to advertisement for bids, the Consultant shall assist the City in obtaining all necessary local, state and federal permits as may be required for construction of the Project. The Consultant shall submit plans to the City for review at thirty percent (30%) completion, sixty percent (60%) completion, ninety percent (90%) completion, and one hundred percent (100%) completion. The City shall immediately review and make comments and changes as required for correction to the plans by the consultant. 2.4. 3 The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement and all of its consultants' duties, services and responsibilities shall be performed 'in accordance with the standard of care normally exercised in-the design of projects of this nature in the State of Florida. "Standard of Care" shall also include an analysis of visible site field conditions prior to initiating Project design. 2 .5 BIDDING OR NEGOTIATION PHASE 2 . 5. 1 The Consultant, following the City's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the City in obtaining lump sum bids with the Additional and/or Deductive Alternatives and assist in awarding and preparing the Contract for Construction. 2 .5.2 The Consultant shall be required to tabulate all bids. Within three (3) working days thereafter, the Consultant shall submit in writing to the City's Project Coordinator, their recommendations for the award or rejection of the Construction 11 • Contract, together with two (2) sets of the bid tabulations to be reviewed by the City. CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2. 6. 1 The Construction Phase will commence with the award of the Contract for Construction and, together with the Consultant's obligation to provide Basic Services for the Project, will terminate when final payment to the Contractor is due, or in the absence of a final Certificate for Payment or of such due date, sixty (60) days after the Date of Substantial Completion of the work on the Project, or sixty (60) days after the completion date specified in the Contract for construction at the time of the award, whichever occurs last. The City's Construction Coordinator will be the City's representative on the Project construction site. The presence of this Coordinator shall in no way diminish any of the Consultant's duties and obligations as described hereunder. All changes which would result in an increase of compensation to the Consultant must be approved by the City Commission. The City's Construction Coordinator shall be considered to be on the site for the benefit and protection of the City, and the Consultant shall have no right to rely on the Construction Coordinator for assurances or advice regarding work which is the responsibility of the Consultant. The Consultant and the City's Construction Coordinator will hold regular site meetings on at least twice a month basis between themselves, the contractor and the various subcontractors, as may be appropriate. 2 . 6.2 The Consultant shall provide administration of the Construction Contract as set forth herein, or in the general or supplemental conditions of the Contract for Construction, and the Consultant's assigned authority -thereunder shall not be modified without the Consultant's written consent. 2. 6. 3 The consultant shall advise and consult with the City, and keep it informed of the progress of the work, including percentage completed on a monthly basis, during the Construction Phase. After issuance of the work order to proceed with the work, 12 all of the City's instructions to its contractors shall be issued through the Consultant's representative with approval by the City. 2. 6.4 The Consultant shall visit the site at periodic intervals appropriate to the stage of construction, or as is otherwise requested by the City, to become familiar with the progress and quality of the work and to determine if the work is proceeding in accordance with the Contract Documents. The Consultant shall not be obligated to make continuous or exhaustive on-site inspections to check quality and quantity of the work. On the basis of such on-site inspections, the Consultant shall keep the City informed of the progress and quality of the work and shall endeavor to guard the_ City against defects and deficiencies in the work of the Contractor. Upon discovery of any defects or deficiencies, the Consultant shall immediately notify the City's Project Coordinator. 2. 6.5 The Consultant shall not have control of, or be in charge of, and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, for the acts or omissions of the Contractor, sub-contractors or any other persons performing any of the work, or for failure of any of them to carry out the work in accordance with the Contract Documents. 2 .6. 6 The Consultant shall at all times have access to the work wherever it is in preparation or progress. 2 .6.7 The consultant shall determine the amounts owing to the Contractor based on observations at the site and on evaluations of the Contractor's applications for payment and shall issue certificates for payment in such amounts, as provided int he contract documents, subject to the City's approvl4 2 .6.8 The issuance of a certificate for payment shall constitute a representation by the Consultant to the City, based on the Consultant's observations at the site as provided in Subparagraph 2 . 6.4 and on the data comprising the Contractor's application for payment, that, to the best of the Consultant's knowledge, information and belief, the work has progressed to the 13 • point indicated; that, based on the Consultant's observation of the work, the quality of the work is in accordance with the contract documents (subject to an evaluation of the work for conformance with the contract documents upon substantial completion, to the results of any subsequent tests required by or performed under the contract documents, to minor deviations from the contract documents correctable prior to completion, and to any specific qualifications stated in the certificate for payment) and that the Contractor is entitled to payment in the amount certified. However, the issuance of a certificate for payment shall not be a representation that the Consultant has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the contract sum. 2. 6.9 The Consultant shall review and approve or take other appropriate action upon the contractor's submittals such as Shop Drawings, Product Data, and Samples and other submissions of the Contractor for conformance only with the design concept of the work and with the information given in the Contract Documents. Such action shall be taken with reasonable promptness so as to cause no delay. The consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component. 2.6. 10 The consultant shall prepare change orders for the City's approval and execution in accordance with the Contract Documents, and shall have authority to order minor changes in the work not involving an adjustment in the contract sum or an extension of the contract time which are not inconsistent with the intent of the Contract Documents. Meeting notes documenting all minor changes shall be presented in writing to the Project Coordinator after each meeting. 2. 6. 11 The Extent of the duties, responsibilities and limitations of authority of� the Consultant as the City's representative during the Construction Phase shall not be modified or extended without the prior written consent of the City Manager or his designee. 14 2 . 6.12 The City shall furnish, in a timely manner, structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law or the Contract Documents. 2 . 6. 13 The Consultant shall prepare a set of reproducible record drawings showing the complete Project as it is finally built (i.e. , "as built" drawings) from information collected by the Consultant from the contractor(s) . These shall be similar in scale and scope to the contract drawings but shall include all occurrences and instances where the finished building differs from the contract drawings as a result of duly approved changes made during the construction of the Project. 2. 6.14 Consultant shall conduct inspections to determine the Dates of Substantial and Final Completion and shall issue a certificate for final payment by the Contractor under the Contract Documents. The index and summary shall list each of the warranties, indicating the term, conditions, and purported legal enforcement and recourse rights of the City as indicated by the language in the Warranty. 2 .7 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, his employees, sub-contractors, agents and consultants for the accuracy and competency of their designs, working drawings, specifications or other documents and works; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect or omission in designs, working drawings, and specifications or other documents prepared by the Consultant, his employees, sub- contractors, agents and consultants. However, the Consultant shall be entitled to reply upon the accuracy and validity of decisions and information furnished by the City. 2 .8 ADDITIONAL FIELD REPRESENTATION Should the City and the Consultant agree that more extensive representation at the site than is described in Paragraph 2. 6 is advisable, such additional Project representation shall be provided 15 and paid for as an Additional Service. 2.9 ADDITIONAL SERVICES Unless specifically provided for in the Agreement, the following services are not included in the Basic Services set forth in the Agreement and in the attached Schedule A. Any Additional Services must be authorized in writing by the City Commission, or by the City Manager, if under ten thousand dollars ($10, 000) , in advance of their performance. Additional services will consist of the following services: 2.9. 1 Providing services to investigate existing conditions or facilities or to make measured drawings thereof, and to verify the accuracy of drawings or other information furnished by the City in the event of an inconsistency or omission in the drawings. 2.9.2 Making revisions in or addition to drawings, specifications or other documents when such revisions or additions are inconsistent with written approvals or instructions previously given, or are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents or are due to other causes not solely within the control of the Consultant. 2 .9.3 Making investigations, surveys, valuations, inventories or detailed appraisals of existing facilities, and services required solely in connection with construction performed by the City after issuance of this document. •2 .9.4 Providing consultation concerning replacement of any work damaged by fire or other cause during construction, and furnishing services as may be required in connection with the replacement , of such work so long as the fire or other causes of damage are not the result of faulty directions or documents furnished by the consultant. 2 .9.5 Providing services made necessary by a default of the Contractor, 'or by major defects or deficiencies in the work of the Contractor, (provided Consultant promptly notified the City of any such defects or deficiencies observed by Consultant) , or by 16 failure of performance of either the City or the Contractor, as same is defined under the Contract for Construction. 2.9.6 Providing Basic Services after issuance to the City of the final certificate for payment, or in the absence of a final certificate for payment, more than sixty (60) days after the date of substantial completion of the work, or sixty (60) days after the completion date set forth in the Construction Contract, whichever is later. 2 .9.7 Preparing to serve or serving as an expert witness in connection with any public hearing, arbitration proceeding or legal proceeding unless such preparation has arisen from failure of the consultant to meet the Standard of Care established in Section 2.4. 3 . 2.9.8 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. 2 .9.9 Making revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given, are required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents. If changes are required to be made because of cost exceeding the approved budget, error, oversight, iinadvertence, clarification or discrepancy in the work of the Consultant, City shall not be liable to compensate Consultant for Additional Services in such connection. 2.9. 10 Providing consultation concerning replacement of a new project or damage by fire or other cause during construction, and furnishing professional services the type set forth herein as may be required in connection with the replacement of such work, so long as the replacement is not through the causes of the consultants' deficiencies or errors. 2 .9.11 Providing professional services made necessary by a default of any contractor or sub-contractor in the performance of the Construction Contract. 17 2.9. 12 Providing contract administration services during the Construction Phase, should the Construction Contract time and working days be extended by more than 10 percent (10%) or a minimum of seven (7) days through no fault of the Consultant. 2 .9.13 Providing planning, programming, program investigating and evaluation services, economic studies, feasibility studies, unless such studies are included in the Basic Services described in Section 1.6 by mutual consent of the Consultant and the City. 2.9.14 Providing certified land surveys and similar information. 2.9.15 Providing such other professional services to the City relative to the Project which arise from subsequent circumstances and causes (excluding circumstances and causes resulting from error, inadvertence or 'omission of the consultant) which do not currently exist or which are not contemplated by the parties at the time executing this Agreement. Services provided for by this subsection must be approved by the City Manager within his scope of authorization or the City Commission, should the expenditures exceed the City Manager's authorization. 2.10 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: 2.10. 1 The Consultant shall perform Basis and Additional 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, and in accordance with the time line set forth in Schedule C, attached hereto and incorporated herein. The Consultant may submit to the City adjustments to this 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 work or parts of the work. This Schedule, when approved by the City, shall not be exceeded by the Consultant. 2 . 10.2 The parties agree that the Consultant's services during all phases of this project will be performed in a manner 18 4 which shall conform with the approved schedule as may be amended. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3. 1 The City has provided Consultant with the Project goals and design elements as set forth in the RFLI and in Article 1.7 herein, and shall provide consistent with the foregoing described goals such additional requirements for the Project as may be necessary, including space requirements and relationships, flexibility and expendability, special equipment and systems and site requirements. 3 .2 The City shall establish a Construction Cost Budget for the Project, which may include contingencies for bidding, changes in the work during construction, and other costs which are the responsibility of the City, including those described in this Article 3 and in subparagraph 4. 1.2. The City shall, at the request of the Consultant, provide a statement of funds available for the Project, and their source. 3.3 The City Manager shall designate a representative defined as the City's Project Coordinator authorized to act in the City's behalf with respect to the Project. The City's Project Coordinator shall examine the documents submitted by the Consultant and shall transmit written decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's services. The City shall observe the procedure of issuing orders to its contractors only through Consultant. 3.4 At 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 Contractor's applications for payment or to ascertain how or for what purposes the Contractor uses the monies paid by or on behalf of the City. 3 .5 If the City observes or otherwise becomes aware of any fault or defect in the Project or nonconformance with the contract documents, prompt written notice thereof shall be given by the City to the Consultant. 19 3. 6 The City shall furnish required information and services and render approvals and decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's services and of the Work. No approvals required by City during the various phases of the Project shall be unreasonably delayed or withheld; provided that City shall, at all times, have the right to approve or reject any proposed submission(s) of the Consultant for reasonable basis. ARTICLE 4. CONSTRUCTION COST 4. 1 DEFINITION 4. 1. 1 The Construction Cost shall be 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 as more completely defined in Article 1.9. 4. 1.2 The Construction Cost does not include the compensation of the Consultant and the Consultant's consultants, the cost of the land, rights-of-way, materials testing services, and surveys. 4. 1. 3 For work not constructed, Construction Cost shall be the same as the lowest bona fide bid or competitive proposal received and accepted from a responsible bidder or proposer for any and all of such work; 4. 1.4 For work which bids or proposals have not been let, Construction Cost shall be the same as the latest Statement of Probable Construction Cost or detailed cost estimate. The City shall have the right to verify the Probable Cost or detailed cost estimate by the Consultant. 4.2 RESPONSIBILITY FOR CONSTRUCTION COST & 4.2. 1 If. the bidding phase has not commenced within three months after the Consultant submits the Construction Documents to the City, and the City approvals have been made, the total time being known as the date of approval, the Construction Cost Budget shall be adjusted to reflect any change in the general level of 20 prices in the construction industry between the date of submission of the Construction Documents to the City and the date on which proposals are sought. 4.2.2 If the lowest bona fide base bid exceeds the Construction Cost Budget (adjusted as provided in Subparagraph 4.23 .2) by more than five percent (5%) , the City Commission shall, at its sole discretion, have any of the following options: 1) give 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; 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 and quality, construction schedule, and sequence of work as required to reduce the construction Cost. In the event the City elects to reduce the Project scope and quality, the Consultant shall provide such revisions to the Construction Documents and provide rebidding services, as many times as requested by the City, as a Basic Service, with no additional cost to the City, in order to bring the bids within five percent (5%) of the agreed upon Construction Cost Budget. ARTICLE 5. DIRECT PERSONNEL EXPENSES 5.1 For Additional Services rendered under this Agreement, the Consultant and its sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedule B. ARTICLE 6. REIMBURSABLE EXPENSES 6. 1 Reimbursable expenses are in addition to the compensation for Basic Additional Services and include actual expenditures made by the Consultant and the Consultant's employees and consultants in the interest of the Project for the expenses listed in the following subparagraphs. All reimbursable expenses pursuant to this Article, must be 21 I • authorized in advance by the City Manager or the City's Project Coordinator. Invoices or vouchers for reimbursable expenses shall be submitted along with supporting receipts, and other back-up material reasonably requested by the City, by the Consultant to 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. Expenses subject to reimbursement in accordance with the above procedures are as follows: 6. 1. 1 Expense of data processing when such data processing equipment is available either directly by the Consultant or through an outside service, shall not be reimbursable but should be included in Basic Services. 6. 1.2 If authorized in advance, in writing, by the City Manager or the City's Project Coordinator, expense of overtime work requiring higher than regular rates not caused by Consultant or part of Consultant's Basic Services, special consulting services, if any, or other services. 6. 1.3 Expense of any additional insurance coverage or limits requested by the City in excess of the insurance requirement set forth in Article 14. 6. 1.4 Expense of transportation in connection with the Project; living expenses in connection with out-of-town travel; long distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. Consultant shall comply with he City's standards for reimbursable travel expenses. Travel within Dade County shall not be reimbursable. 6. 1.5 Expense of reproduction, postage and handling of drawings, specifications and other documents are expenses to be borne by the Consultant under the Basic Services. 6. 1. 6 Aerial photography expenses and other photographic production expenses. ARTICLE 7. PAYMENTS TO THE CONSULTANT 7. 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 22 ' . 7. 1. 1 Payments for Basic Services shall be made monthly based upon work completed and approved by the Project Coordinator, upon presentation and receipt of Consultant's invoice or statement. When compensation is made on the basis of a lump sum, then payments shall be made in proportion to the service performed in each phase so that the payments for Basic Services for each phase shall equal the percentages of the Total Compensation in accordance with schedule from each phase. 7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 7.2 . 1 Payment on account of the Consultant's Additional Services, as defined in Section 2.9, and for reimbursable expenses, defined in Article 6, shall be made within forty-five (45) days of presentation of the Consultant's detailed statement or invoice of services rendered or expenses incurred which shall be rendered in duplicate to the City Manager. 7. 3 PROJECT SUSPENSION OR TERMINATION 7.3 . 1 Upon written notice to Consultant, the City shall have the right to suspend or terminate the Services. If the Project is suspended or abandoned in whole or in part for more than three (3) months, the Consultant shall be compensated for all services performed prior to receipt of written notice from the City of such suspension or such abandonment, together with reimbursable expenses then due. If the Project is resumed after being suspended for more than three (3) months, the Consultant's compensation shall be equitably adjusted including any necessary start-up costs. Prior to any payment due to suspension, the Consultant must provide the city with all documents, reports, drawings, computer reports and the like, reflecting the work completed to date., 7.4 No deduction shall be made from the Consultant's compensation on account of sums withheld from payments to Contractors. ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 8. 1 Records of reimbursable expenses and expenses pertaining to Additional Services and services performed on the basis of a 23 • I multiple of direct personnel expense shallbe kept on the basis of generally,accepted accounting principles and shall be available and open for inspection to the City and the City's authorized representatives at mutually convenient times and location. ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 9. 1 All plans or drawings will be prepared and submitted by Consultant to the City for approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the equivalent, with all lettering in ink or pencil or press-type and. clearly legible when the sheets are reproduced and reduced to half size. 9.2 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 the completion or termination of the Project. 9.3 Upon completion of the construction of the Project, . Consultant shall, within ninety (90) calendar days, following final inspection, deliver to the City, the original contract, working drawings and tracings, or mylar or sepia prints (3 mil) , correct to as built conditions, to the City's Construction Coordinator, including all changes made during the course of the project. Consultant shall deliver the above documents to the City within thirty (30) days of termination of this Agreement or termination or abandonment of the Project. ARTICLE 10. TERMINATION OF AGREEMENT 10. 1 Right to Terminate The City may terminate this Agreement for cause in the event that: 1) the Consultant willfully violates any provisions of this Agreement or performs same in bad faith; or '2) unreasonably delays the performance of the Services, upon notice to the Consultant, in writing, seven (7) days prior to such termination. Payment for Services performed up to the date of the notice of termination shall then be made in accordance with Article 10.3 24 herein. 10.2 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO TERMINATE GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION, AT ANY TIME, FOR ITS CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY, WHEN, IN ITS SOLE DISCRETION, IT DEEMS SUCH TERMINATION IS IN THE BEST INTEREST OF THE CITY. PAYMENT FOR SERVICES SATISFACTORILY PERFORMED UP TO THE DATE OF THE NOTICE OF TERMINATION FOR CONVENIENCE, AND FOR DELIVERY OF DOCUMENTS, SHALL BE IN ACCORDANCE WITH ARTICLE 10.4 HEREIN. 10.3 The Consultant may 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 prior to the date of termination shall be made in accordance with Article 10.4 herein. The Consultant shall have no right to terminate this Agreement for convenience of the Consultant, or without cause. 10.4 Termination of Cause In the event this Agreement is terminated by the City for cause, the City may take over the Services and complete them, by contracting with another Consultant(s) or otherwise, and, 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. Payment for Services satisfactorily performed by the Consultant prior to receipt of notice of termination for cause, and such Services having been accepted by the City, shall be made in accordance with Article 7. 1. herein and the City shall have no further liability for compensation expenses or fees to Consultant, 25 except as set out in Article 7. 1. Upon receipt of written notice of termination, the Consultant shall promptly assemble and submit as provided herein or as required in the written notice hereunder, all documents including drawings, calculations, specifications, correspondence, and all other relevant materials affected by such termination. In the event of termination for cause, no payments to the Consultant shall be made 1) for Services no satisfactorily performed; and 2) for assembly of submittal of documents for the Services performed satisfactorily or unsatisfactorily. 10.5 Termination for Convenience Non-Exclusive Provisions In the event the City causes abandonment, termination or suspension of the Consultant's Services or parts thereof without cause as provided in Article 10. 1 herein, the Consultant shall be compensated for all Services rendered up to the time of receipt of said notice of abandonment, termination, or suspension, and for the assembly and submittal to the City of affected documents for the Services performed shall be in accordance with Article 7 herein and City shall have no further liability for compensation expenses or fees to Consultant, except as set out in Article 7.1. 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 as may be necessary for completion of any portion(s) of the Services not terminated, and as authorized by the written notice; 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 26 • a 1 ! ! • ' ' • ' 1 ! + relevant materials affected by the termination; 5) and complete performance of any Services as shall not have been terminated by the notice of termination. 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 annul this Agreement without liability to the Consultant for any reason whatsoever. ARTICLE 11. MISCELLANEOUS PROVISIONS 11. 1 This Agreement shall be governed by the laws of the State of Florida. 11.2 Terms in this Agreement which have not been defined in Article 1. 1 shall have the same meaning as those in AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 11. 3 As between the parties to this Agreement; as to all acts or failures to act by either party to this Agreement, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not later than the relevant date of substantial completion of the Work and the issuance of the temporary certificate of occupancy, and as to any acts or failures to act occurring after the relevant date of substantial completion, not later than the date of issuance of the final Certificate for Payment. ARTICLE 12. EXTENT OF AGREEMENT 12 .1 This Agreement represents the entire and integrated agreement between the City and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instruments signed by both City and Consultant in the manner provided herein. 27 ARTICLE 13. BASIS OF COMPENSATION 13. 1 GENERAL The City shall compensate the Consultant for the Scope of Services in accordance with Article 7 of the Agreement, and subject to all applicable terms and conditions. 13.2 COMPENSATION FOR SERVICES The Consultant shall be compensated for Basic Services, Additional Services and reimbursable expenses on the basis set forth below: 13.2 . 1 Basic Services shall be compensated for on the basis of a lump sum fee of six percent (6%) of the approved Construction Cost, and more specifically set forth in Schedule D. In the event the cost of the Project exceeds the budgeted amount, the Consultant shall be required for any and all redesign required to reduce the costs ,to meet the new budgeted amount, at no additional cost to the City, and as part of the Basic Services provided herein. 13 .2 .2 Any services not included in the provisions of this Agreement shall be carried out by the Consultant only upon prior written authorization by the City. 13 .2. 3 The hourly rate for compensation to the Consultant for Basic and Additional Services, shall be as set forth in the attached Schedule B. The term "Additional Service" shall also include any work required and approved by the City, including work involving all or any sub-consultants, whether previously retained for the work or not or whether participating as members with Consultant or not, subject to the City's right to previously approve any change in the consultants as set forth in this Agreement. 13 .3 Payments due the Consultant and unpaid under this Agreement will be considered due forty-five (45) days from receipt by the City of a detailed statement or invoice, unless City contest an item or items set forth in the invoice. 28 ARTICLE 14. INSURANCE The Consultant shall comply throughout the term of this Agreement with the insurance provisions stipulated herein. It is agreed by the parties that the Consultant shall not commence with the Project until proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: a) Architects and Engineers Professional Liability Insurance in the amount of Five Hundred Thousand ($500, 000. 00) Dollars per occurrence on a claims made form. 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. d) Thirty (30) days prior written notice of cancellation or substantial modifications in the insurance coverage must be given by the Consultant to the City Manager. e) 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. ARTICLE 15. INDEMNIFICATION 15. 1 In consideration of a separate and specific consideration of $10.00 and other good and valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees to indemnify, defend and hold the City and its employees, agents and authorized representatives harmless with respect to any and all costs, claims, damages and liability which may arise out of the performance of this Agreement as a result of any negligent acts, errors or omission of the Consultant, or the Consultants sub- consultants, if any, or any other person or entity under the 29 ` 4 • • 4 direction or control of Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent - acts, errors or omissions and shall defend all suits, in the name of the City, its employees, agents and authorized representatives when applicable, including appellate proceedings, and shall pay all costs, judgments and attorneys' fees which may issue thereon. ARTICLE 16. ARBITRATION 16. 1 All claims, disputes and other matters in question between the. Consultant and the City arising out of, or relating to this Agreement, the Project, the Work, the Contract Documents or the breach thereof may, at the City's sole option, and only upon the exercise of that sole option by the City, together or separately as the City sees fit, be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. 16.2 Any arbitration arising out of or relating to this Agreement, the Project, the Work, the Contract Documents, or the breach thereof may include by consolidation, joinder or in any other manner, at the City's sole option, any other entities or persons whom the City believes to be substantially involved in a common question of fact or law. In the event that more than one claim, dispute or other matter in question shall be in existence at the same time, the City may at its sole option decide which of such claims, disputes or other matters in question shall be arbitrated and which shall not be arbitrated. Such decision shall be final and unappealable, and no arbitration shall be authorized to consider, decide, or make any award on any claim or matter which City has determined shall not be arbitrated. 16.3 In the event that the Consultant wishes to request arbitration of any claim, dispute or other matter in question, the Consultant shall file a notice of demand for arbitration in writing with the City specifically describing the claims, disputes and other matters in question which the Consultant wishes to submit to arbitration. The Consultant may not unilaterally elect arbitration or cause arbitration to occur. The City has the sole discretion to 30 decide whether or not any such claims, disputes, and other matters shall be submitted for arbitration. If the City wishes to submit any claim, dispute or other matter in question, whether or not it is the subject of a request for arbitration by the Consultant, the City shall file a notice of demand for arbitration with the American Arbitration Association and with the Consultant. 16.4 The City shall have the right, but not the obligation, by so electing in its arbitration demand, to invoke the following method of selection of, arbitrators in lieu of that otherwise provided by the American Arbitration Association Rules. If the City so elects in its notice of demand for arbitration, the City may appoint one party-appointed arbitrator in its notice of demand for arbitration. If the City does so, the Consultant may, within ten (10) days, appoint a second party-appointed arbitrator. These two party-appointed arbitrators shall, within thirty (30) days, or such further time as may be agreed upon between the City and the Consultant, appoint a third arbitrator. If the party-appointed arbitrators fail to appoint a third arbitrator, the third arbitrator shall be appointed in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association. 16.5 The City may elect in its notice of demand for arbitration, to have the discovery rights and procedures provided by the Florida Rules of Civil Procedure to be available and enforceable within the arbitration proceeding. 16.6 In any case in which the City elects to submit a claim, dispute, or other matter in question to arbitration as provided herein, the City shall, in its sole discretion, select the locale for the arbitration. Any request or demand for arbitration hereunder shall be made before the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statute of limitations. 16.7 This Agreement to arbitrate shall be specifically enforceable by the City under the prevailing arbitration law. Any award rendered by arbitrators shall be final and enforceable by any 31 I party to the arbitration, and judgment may be rendered upon it in accordance with applicable law in any court having jurisdiction thereof. 16.8 Consultant and City mutually agree to arbitrate under the terms and conditions outlined in this Article. Consultant has included in the contract price to be paid on this contract a sum of not less than ten dollars ($10.00) as compensation and consideration for irrevocably offering the foregoing options and arbitration rights to City. In further consideration for such irrevocable offer and grant of the foregoing options and arbitration rights to it, City agrees that, notwithstanding its right and discretion not to do so, it shall arbitrate, after the final completion of the work, any claims which Consultant selects . which total, in the aggregate, up to ten thousand dollars ($10,000.00) . City's obligation to arbitrate such claims totalling up to ten thousand dollars ($10, 000. 00) shall be specifically enforceable by Consultant under the prevailing arbitration law and any award rendered by the arbitrator(s) shall be final and enforceable by any party to the arbitration, and judgment may be rendered upon it in accordance with applicable law in any court having jurisdiction thereof. 16.9 Unless otherwise agreed in writing, and notwithstanding any other rights or obligations of either of the parties under any Contract Documents or agreements, the Consultant shall carry on with the performance of its services and duties hereunder during the pendency of any claim, dispute, other matter in question or arbitration or other proceeding to resolve any claim, dispute or other matter in question, and the City shall continue to make payments to the Consultant in accordance with the Contract Documents, but the City shall be under no obligation to make payments to the Consultant on or against such claims, disputes, or other matters in question, during the pendency of any arbitration or other proceeding to resolve such claims, disputes or other matters in question. 32 • • •'1 . , • 4 I I 1 l 16.10 The City and Consultant agree to abide by the Arbitrator's recommendation as to which party shall bear the costs of arbitration. ARTICLE 17. LIMITATION OF LIABILITY 17.1 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 any outstanding sums owed pursuant to payment of the Basic Services as set forth in this Agreement. 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 any outstanding monies owed pursuant to Consultant's fee as set forth in the Basic Services under the Agreement, less the amount of all funds actually paid by the City to Consultant pursuant to same. Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for damages in an amount in excess of the fee due to Consultant pursuant to the Consultant's provision of the Basic Services set forth under this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant pursuant to the Agreement, 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 Florida Statutes, Section 768.28. ARTICLE 18. ADDITIONAL CONDITIONS 18.1 The parties each hereby bind themselves, their successors, assigns and legal representatives to each other with respect to the terms of the Agreement. Neither party shall assign, sell, pledge or otherwise transfer this Agreement or any portion 33 • y • • • • thereof, without written authorization and consent of the other party to this Agreement. 18.2 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. 18.3 This Agreement shall be enforceable in 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 Dade County, Florida. 18.4 All written notices given to the City by the Consultant shall be addressed to the City Manager, City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida, 33139, with a copy to the City Attorney, 1700 Convention Center Drive, Miami Beach, Florida, 33139. All written notices from the City to the Consultant shall be addressed to the Consultants, Gambach Sklar Architects Inc. , whose address is 1132 Kane Concourse, Level Two, Bay Harbor Islands, Florida, 33154. All notices mailed by either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. 34 r I 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. ::: . MI1 ,a 4/ rYOR ATTEST: �I `AW c - C&''15\ow CITY CLERK ONSULTANT: GAMBACH SKLAR ARCHITECTS, INC. By: C.�. (Signature) r`tW@4 4e r.3 . Apie c4 (Type Name of Person Signing) WITNESS FORM A" -i IVED • L 4,1W PT. (Sign- - = or By CDCt 42. .�12.LO�J Date (Type Name of Person Signing) JL:ah c: \contract.gam.#15 35 • SCHEDULE A SCOPE OF BASIC SERVICES 1. Add three stories above existing visitors parking for approximately 120 cars and add two stories above police parking for approximately 120 cars. a. Connect new police parking and visitors parking. b. New police parking will be separated and secured from existing police parking. 2. Provide security system: a. Emergency call by elevator, with alarm. b. Surveillance cameras. CCTV throughout the garage. c. Microphones that activate alarm on parking floors and vertical transportation. d. Security/Manager Office with CCTV console. 3 . Refinish all floors to provide proper traction (non-skid surface) in visitors and police parking. 4. Provide booth and gates at parking entrance. a. Provide cards for monthly users. Anti-pass back system. b. Parking and revenue control for visitors. 5. Doors and grills: a. Install doors with glass panel at all stairs. b. Provide new exit doors at ground level. (It will be secured) . c. Provide roll-up grills to enclose parking structure. d. Provide new grills (to match existing) to secure first and second floors of visitors parking. 6. Provide storage closet for maintenance. 7. Check lighting inside both parking structures and design upgrade. 8. Remove and relocate roof top pole lights, & lighting system. 9. Extend stairs three additional floors for visitors and modify stairs at police parking as required to insure security of police controlled section of parking garage. 10. Extend elevator shaft and 'gear three additional floors an/or install one or two new elevators, as required. 11. Paint entire exterior and interior of visitors and police parking, existing and new, and paint exterior of police station. a. Use washable finishes for entrance areas. b. Plaint striping at columns of police parking. . ! r r 1 S 1 , I 1 a r 12 . Check joints, finishes, etc. at both parking structures. a. Scrape and repair rusted areas, exposed steel, etc. 13 . Improve graphics and signage of existing structures and incorporate new ones. 14. Design perimeter security area of visitor parking and plaza. 15. Provide all required drawings and documents required for bidding and construction. Further, add portion of model required to existing model to show addition. 16. Add landscaping to the North and South sides 17. Secure window on North side of Police Station. 18. At police garage entrance secure gap between gates and structure above. 19. At police garage provide mirrors and blind corners and/or correct the problem, number of blind corners. 20. Provide access to emergency generator for repairs and replacement. 21. Not included in contract: a. Additional models b. Renderings c. Surveys and studies not specified above. JL:ah a: \#15 scope.wrk . 1 1•1 1 • .1 1 •1 1 • • 1 a t 1 SCHEDULE B SCHEDULE OF INDIVIDUAL CHARGES ARCHITECTS ' Principals-in-charge $120. 00/hour Architect/SR Associate $ 90. 00/hour Project Architect $ 55. 00/hour Project Manager $ 65.00/hour Estimator $ 65.00/hour Senior Drafter $ 50. 00/hour Junior Drafter $ 40. 00/hour CADD Operator $ 60. 00/hour Clerical $ 25. 00/hour PARKING EXPERTS/ENGINEERS Principal-in-charge $120.00/hour Chief Engineer $105. 00/hour Senior Engineer $ 85.00/hour Senior Planner $ 75. 00/hour Geotechnical Engineer $110. 00/hour CADD Operator $ 60.00/hour Clerical $ 25.00/hour 4 • +4 SCHEDULE C SCHEDULE OF WORK FOR BASIC SERVICES A. Phase I schematics 2 weeks Review and approval by City 1 week B. Phase II preliminaries 2 weeks Review and approval by City 1 week C. Phase III 50% contract documents 3 weeks Review and approval by City 1 week D. Phase III 100% contract documents 3 weeks Review and approval by City 1 week E. Bid Review 5 weeks F. Award 2 weeks G. Contract Administration 16 weeks y R i' 1 . + • SCHEDULE D SCHEDULE OF PAYMENT FOR BASIC SERVICES A. Phase I schematics (30% Plan Completion) 25% Review and approval by City B. Phase II preliminaries (60% Plan Completion) 15% Review and approval by City C. Phase III 90% contract documents 20% Review and approval by City D. Phase III 100% contract documents 20% Review and approval by City E. Bid 5% F. Award G. Contract Administration 15% H. A hold back of 10% of the fee will be retained for thirty (30) days after completion of project or receipt of Certificate of Occupancy, which ever is later. In the event a certificate of occupancy is withheld thru no fault of the consultant, then payment will be made thirty (30) days after completion of project with all discrepancies concerning the consultants responsibilities are corrected and accepted by the City. (