2001-24378 RESO
,J
RESOLUTION NO. 2001-24378
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING APPROPRIATION OF
$63,000, AND FURTHER AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE
FIRM OF STA ARCHITECTURAL GROUP, IN THE AMOUNT OF $63,000,
FOR A MASTER PLAN AND PROJECT STUDY, IN ADDITION TO THE
ARCHITECTURAL AND ENGINEERING SERVICES FOR A PORTION OF
THE SCOPE OF WORK DESCRIBED IN THE GENERAL OBLIGATION
BOND PROGRAM, FOR THE REHABILITATION AND OR
RESTORATION OF THE 10TH STREET AUDITORIUMlBEACH PATROL
HEADQUARTERS.
WHEREAS, on January 20, 2000, the City issued a Request for Qualifications (RFQ) No. 41-99/00
for Architectural and Engineering services for design and construction administration services for
the rehabilitation and or restoration of the 10th Street AuditoriumlBeach Patrol Headquarters; and
WHEREAS, the rehabilitation and or restoration of the 10th Street AuditoriumlBeach Patrol
Headquarters is part of the November 2, 1999 General Obligation Bond Program (GO); and
WHEREAS, an Evaluation Committee recommended by the City Manager and approved by the City
Commission met on March 23, 2000, agreed to short list the three (3) top-ranked firms and that they be invited
for oral presentations before the Committee; and
WHEREASpn April 14, 200, the Evaluation Committee met to have oral presentations from the
selected firms and unanimously voted to recommend to the City Manager that the firm of ST A Architectural
Group (ST A) be the top-ranked firm; and
WHEREAS, on May 24, 2000, the Mayor and City Commission authorized the Administration to
negotiate an Agreement with the firm of STA as recommended by the City Manager; and
WHEREAS, on December II, 2000, the Administration presented to the GO Bond Oversight
Committee a proposal to authorize ST A to develop a Master Plan and perform a facilities study for
10th Street AuditoriumlBeach Patrol Headquarters; and
WHEREAS, the Committee recommended that a community workshop be held with the
public as well as interested organizations to obtain feedback on possible uses for the buildings,
additional modifications to the project's scope and to determine the need for additional funding; and
WHEREAS, on December 5, 2000, a Community Workshop was held to determine future
uses and a project scope for the lOth Street AuditoriumlBeach Patrol Headquarters which generated
numerous recommendations and opinions for the uses of the buildings and suggestions which ranged
from the minimal rehabilitation and restoration described in the GO Bond proposal to the expansion
and additions to the buildings to further enhance their use; and
WHEREAS, in view of the recommendations from the Oversight Committee, as well as the
feedback from the Community Workshop, the Administration has determined that the best process
is to retain STA to develop the Master Plan and project study and to also provide design and
specifications for the a portion of the project scope described in the GO Bond; and
WHEREAS, the rehabilitation of the roof and the HV AC within the Auditorium will be
performed by the City's Property Management Division since there is no need to retain a consultant
for this replacement work; and
WHEREAS, the $690,000 already allocated for the project will be used for both the Master
Plan study and for the scope of work described in the General Obligation Bond Program; and
WHEREAS, the Administration has estimated that the above amount will be sufficient for
the study and for the design and the construction costs for the rehabilitation of the lOth Street
AuditoriurnlBeach Patrol Headquarters buildings, as described in the GO Bond Program.
NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission herein approve the
appropriation of$63,000, and further authorize the Mayor and City Clerk to execute a Professional
Services Agreement with the firm of ST A Architectural Group in the amount of $63,000, for a
Master Plan and Project Study, in addition to the Architectural and Engineering services for a portion
of the scope of work described in the General Obligation Bond Program, for the rehabilitation and
or restoration of the lOth Street Auditorium/Beach Patrol Headquarters.
PASSED AND ADOPTED THIS 16th
day of
May
,2001
. ,
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["'..C',", ,'.,
MAYOR
ATTEST: ~ ~ OJ-~
CITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
F:\WORK\SALL\CHA TRAND\IOTHST ArnST ARESO.WPD
~~
~.
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH. FLORIDA 33139
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. ~
Mayor Neisen O. Kasdin and
Members of the City Commission
Jorge M. Gonzalez ~'~
City Manager r U
A RESOLUTION OF HE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, APPROVING APPROPRIATION OF $63,000, AND
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT WITH THE FIRM OF STA
ARCHITECTURAL GROUP, IN THE AMOUNT OF $63,000, FOR A MASTER
PLAN AND PROJECT STUDY, IN ADDITION TO THE ARCHITECTURAL AND
ENGINEERING SERVICES FOR A PORTION OF THE SCOPE OF WORK
DESCRIBED IN THE GENERAL OBLIGATION BOND PROGRAM, FOR THE
REHABILITATION AND OR RESTORATION OF THE 10TH STREET
AUDITORIUMlBEACH PATROL HEADQUARTERS.
DATE: May 16,2001
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
FUNDING:
Funding is available from the $690,000 allocated in the $92 million General Obligation Bond Program
(GO), Series 2000. Funds will be placed in Fund 375, Work Order 2286 for the 10th Street Auditorium.
ANALYSIS:
On January 20, 2000, Request for Qualifications (RFQ) No. 41-99/00 was issued for Architectural and
Engineering services for design and construction administration services for the rehabilitation and or
restoration of the 10th Street AuditoriurnlBeach Patrol Headquarters.
On March 22, 2000, Letter to Commission (LTC) No. 41-99/00, established an Evaluation Committee for
the purpose of reviewing the proposals received and to make a recommendation to the City Manager on
the ranking of the proposals. On March 23, 2000, the Evaluation Committee met to review all the
responses received. The Committee recommended to the City Manager that the fIrm of ST A Architectural
Group (STA) be ranked first.
AGENDA ITEM
G7FF
5'-/(".0 I
DATE
Commission Memorandum
May 16. 2001
10th Street Auditorium/Beach Patrol
Page 2
On May 24, 2000, the City Manager requested of the City Commission that the recommendation of the
Evaluation Committee be approved and that the Administration be authorized to negotiate an agreement
with the first ranked firm of STA.
During discussions with staff as well as concerned citizens, it was determined that restoration and
rehabilitation as well as possible expansion was envisioned for the AuditoriurnlBeach Patrol buildings.
The City Administration decide to explore other possibilities for the Auditorium Building which would
go beyond the original scope described in the General Obligation Bond proposal.
The Administration presented to the GO Bond Oversight Committee on December II, 2000, a proposal
to authorize ST A to develop a Master Plan and perform a facilities study for both buildings. The
Committee rejected the proposal and requested that the funds proposed in the GO Bond be used in
accordance with the original description. The Committee further recommended against the demolition
of the Auditorium building. They finally recommended that a community workshop be held with the
public as well as interested organizations to obtain feedback on possible uses for the buildings,
additional modifications to the project's scope, and to determine the need for additional funding.
On December 5, 2000, a community workshop was held to determine future uses and project scope for
the 10th Street Auditorium/Beach Patrol Headquarters buildings. The Workshop generated numerous
recommendations and opinions for the uses of the buildings. It also produced suggestions for the
project scope which ranged from the minimal rehabilitation and restoration described in the GO Bond
proposal to the expansion and addition to the buildings to further enhance their use.
The results ofthe workshop were presented to the GO Bond Oversight Committee on January 12,2001.
The Committee again reiterated that the funding defined in the GO Bond should be used as described
and that the City should find additional funding for further restoration or expansion from other sources.
Demolition of the Auditorium once again was not considered an option.
In view of the recommendations from the Oversight Committee, as well as the feedback from the
Community Workshop, the Administration has determined that the best process is to retain STA to
develop the Master Plan and project study. ST A would also provide design and specifications for the
project scope described in the GO Bond. The rehabilitation of the roof and the HV AC within the
Auditorium will be performed by the City's Property Management Division since there is no need to
retain a consultant for this replacement work.
A status report was presented to the GO Bond Oversight Committee on April 2, 2001. The
Administration presented the possible options available and informed the committee of negotiations
with ST A for a services Agreement which would include a Master Plan, a Project Programing Study
and the necessary design services for a portion of the scope defined in the GO Bond Program. The
Committee recommended this process since it would identify uses for the Auditorium and any necessary
renovations and/or expansion.
Commission Memorandum
May 16,2001
10th Street Auditorium/Beach Patrol
Page 3
STA, therefore, will be retained to perform design, bidding and construction administration for the
ADA improvements and for the expansion and rehabilitation of the Beach Patrol portion of the project.
They will also perform the Master Plan and Project Study for the complete renovation and programing
for the overall facility. The $690,000 already allocated for the project will be used for both the Master
Plan study and for the design. The Administration has estimated that the above amount will be
sufficient for the study and for the design and the construction costs of the items mentioned in the GO
Bond Program for the 10th Street AuditoriurnlBeach Patrol Headquarters buildings. These will include
the HV AC, roof, ADA improvements, etc.
The Administration is now requesting that the Mayor and City Commission approve the appropriation
of $63,000, and, further authorize the Mayor and City Clerk to execute a Professional Services
Agreement with the firm of ST A Architectural Group in the amount of $63,000, for a Master Plan and
Project Study in addition to Architectural and Engineering services for the Rehabilitation and or
Restoration of the 10'h Street AuditoriurnlBeach Patrol Headquarters which will include a portion of the
scope of work described in the General Obligation Bond Program.
JMGACM/MDS/J~~ ,
F:\WORK\$ALL\CHATRAND\/~AMEMO.WPD
Attachments
I
I
,
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
ST A ARCHITECTURAL GROUP
FOR
A MASTER PLAN AND PROJECT STUDY IN ADDITION TO
PROFESSIONAL ARCHITECTURAL AND ENGINEERING (AlE)
SERVICES
FOR THE
REHABILITATION AND OR RESTORATION OF THE 10TH STREET
AUDITORIUMlBEACH PATROL HEADQUARTERS
MAY 2001
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE I DEFINITIONS 2
1.1 City 2
1.2 City Commission 2
1.3 City Manager 2
1.4 Proposal Documents 2
1.5 Consultant 2
1.6 City's Project Coordinator 3
1.7 Basic Services 3
1.8 The Proj ect 3
1.8.1 The Project Cost 3
1.8.2 The Project Scope 4
1.9 Construction Cost 4
1.9.1 Construction Cost Budget 4
1.9.2 Statement of Probable Construction Cost 4
1.10 Force Majeure 4
1.11 Contractor/Contractors 5
1.12 Contract Documents 5
1.13 Contract for Construction 5
1.14 Construction Documents 5
1.15 Change Order 6
1.16 Additional Services 6
1.17 Work 6
1.18 Services 6
1.19 Base Bid 6
1.20 Schedules 6
1.21 Scope of Services 7
ARTICLE 2. BASIC SERVICES 7
2.5 Planning Services 8
2.6 Design Services 8
2.7 Bidding and Award Services 8
2.8 Construction Phase Services 8
2.9 Additional Services 9
2.10 Responsibility for Claims and Liabilities 9
2.11 Time 9
ARTICLE 3. THE CITY'S RESPONSIBILITIES 14
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 18
ARTICLE 5. ADDITIONAL SERVICES 19
ARTICLE 6. REIMBURSABLE EXPENSES
20
ARTICLE 7. COMPENSATION FOR SERVICES
21
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
23
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
23
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Default and Right to Terminate
10.2 Termination for Cause
10.3 Termination for Convenience
10.4 Termination by Consultant
10.5 Implementation of Termination
10.6 Non-Solicitation
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25
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ARTICLE 11. INSURANCE
27
ARTICLE 12. INDEMNIFICATION
28
ARTICLE 13. VENUE
28
ARTICLE 14. LIMITATION OF LIABILITY
29
ARTICLE 15. MISCELLANEOUS PROVISIONS
29
ARTICLE 16. NOTICE
31
SCHEDULES
SCHEDULE "A" - SCOPE OF SERVICES
SCHEDULE "B" - CONSULTANT COMPENSATION
SCHEDULE "C" - HOURLY BILLING RATE SCHEDULE
SCHEDULE "D" - PROJECT SCHEDULE
34
35
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ii
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND
STA ARCHITECTFURAL GROUP
FOR A MASTER PLAN AND PROJECT STUDY IN ADDITION TO
PROFESSIONAL ARCHITECTURAL AND ENGINEERING (AlE)
SERVICES FOR THE
REHABILITATION AND OR RESTORATION OF THE 10TH STREET
AUDITORIUM/BEACH PATROL HEADQUARTERS
This Agreement made and entered into this _ day of ,2001, 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 STA ARCHITECTURAL GROUP, 3526 North Miami
Avenue, Miami, Florida 33127 (hereinafter referred to as Consultant).
WITNES SETH:
WHEREAS, the City intends to undertake a project within the City of Miami Beach, which
is more particularly described in Schedule "A", attached hereto (the Project), and wishes to engage
the Consultant to provide a Master Plan and Project Study in addition to architectural and/or
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 Master
Planning and Studies in addition to architectural, and/or engineering and related professional services
relative to the Project, as hereinafter set forth, including: planning, design, bidding and construction
administration services, all as hereinafter stipulated.
I
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY The "City" shall mean the City of Miami Beach, a Florida municipal corporation
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139.
1.2 CITY COMMISSION "City Commission" shall mean the governing and legislative body
ofthe City.
1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer of the
City. The City Manager shall be construed to include any duly authorized designees, including a
Project Coordinator, and shan serve as the City's representative to whom administrative requests for
approvals shall be made and who shall issue authorizations (exclusive of those authorizations
reserved to the City Commission) to the Consultant.
1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the REQUEST FOR
QUALIFICATIONS FOR (RFQ) No. 41-99/00 issued by the City in contemplation of this
Agreement, together with an amendments thereto, if any, and the Consultant's proposal in response
thereto (Proposal), which is incorporated by reference in this Agreement and made a part hereof;
provided, however, that in the event of an express conflict between the Proposal Documents and this
Agreement, this Agreement shall prevail.
1.5 CONSULTANT The "Consultant" is herein defined as ST A Architectural Group, 3526
North Miami Avenue, Miami, Florida 33127. 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 sub-consultants retained by Consultant pursuant to this
Agreement and the Project shall be subject to prior written approval of the City.
2
1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean the
individual appointed by the City Manager who shall be the City's authorized representative to
coordinate, direct, and review on behalf of the City, all matters related to the Project, except as
otherwise provided herein.
1.7 BASIC SERVICES "Basic Services" shall include the architectural and/or engineering
services, as required, for the planning, design, bidding/award, and construction administration for
the Project, as described in Article 2 herein and in Schedule "A" entitled "Scope of Services",
attached hereto.
1.8 PROJECT The "Project" shall mean that City Capital Project that has been approved by
the City Commission and as described in Schedule "A" attached hereto.
1.8.1 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.
1.8.2 PROJECT SCOPE The "Project Scope" shall mean the description of the Project
contained in Schedule A attached hereto.
1.9 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 oflabor 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
3
".
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.
1.9.1 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.
1.9.2 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 Probable Construction Cost or detailed cost estimate
by the Consultant.
1.10 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; or other causes beyond the parties'
control; or by any other such causes which the Consultant and the City decide in writing justify the
delay; provided, however, that market conditions, labor conditions, construction industry price trends
and similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.
4
'-
1.11 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.
1.12 CONTRACT DOCUMENTS "Contract Documents" shall mean this Agreement; the
Agreement between City and Contractor; Conditions ofthe Contract (General, Supplementary and
other Conditions); Construction Documents; and addenda issued prior to execution of the Contract
for Construction. A Modification is one ofthe following: (1) written amendment to the Contract for
Construction signed by both parties; (2) an approved Change Order; (3) a Construction Change
Directive; or (4) a written order for a minor change in the Work issued by the Consultant.
1.13 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean a legally
binding agreement with Contractors.
1.14 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the fmal plans,
specifications, drawings, documents and diagrams submitted by the Consultant pursuant to Article
2.7 and approved by the City.
1.15 CONTRACT AMENDMENT "Contract Amendment" shall mean the written order to the
Contractor approved by the City, as specified in this Agreement, and signed by the City's duly
authorized representative, authorizing a change in the Project or the method and manner of
performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract
Amendments shall be approved by the City Commission, if they exceed twenty-five thousand dollars
($25,000.00), or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less in
amount (or other such amount as may be specified by the City of Miami Beach Procurement
Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand
($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such Contract Amendment.
5
,
1.16 ADDITIONAL SERVICES Additional Services shall mean those services described in
Article 5 herein, which have been duly authorized in writing by the City Manager prior to
commencement of same.
1.17 WORK "Work" shall mean the work to be performed on the Project by the Contractor,
pursuant to the applicable Construction Documents, whether completed or partially completed,
and includes labor and materials, equipment, and services provided, or to be provided, by the
Contractor to fulfill its obligations.
1.18 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.
1.19 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".
1.20 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
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to the Consultant as submitted by the Consultant and approved by the City.
Schedule D - Project Schedule.
1.22 SCOPE OF SERVICES "Scope of Services" shaH 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 5.1 herein respectively.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shaH 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. COllsultant shall countersign the Notice to
Proceed.
2.2 The Consultant's Basic Services shaH consist of five Phases (inclusive of planning, design,
bidding/award, construction administration and additional services) as described in attached
Schedule A "Scope of Services".
2.3 The Consultant shaH coordinate with sub-consultants and other consultants, and conform
to all applicable building codes and regulations. Consultant, as it relates to its Services, represents
and acknowledges to the City that it is knowledgeable of codes, rules and regulations applicable
in the jurisdictions in which the Project is located, including without limitation, local ordinances
and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules
and regulations, and Federal laws, rules and regulations. The Consultant agrees to comply with
all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at
any time during the term of this Agreement, and shaH further take into account all known pending
changes to the foregoing, of which it should reasonably be aware. The Consultant shaH insert the
provisions of aH required codes into the Contract Documents.
7
2.4 The Consultant expressly agrees that all of its duties, services and responsibilities under
this Agreement shall be performed in accordance with the standard of care normally exercised
in the design of projects of this nature in South Florida. In addition, Consultant represents that
it is experienced and fully qualified to perform the Services contemplated by this Agreement, and
that it is properly licensed pursuant to the applicable laws, rules and regulations to perform such
Services. Consultant warrants that it shall be responsible for the technical accuracy of it Contract
Documents.
2.5 PLANNING SERVICES:
Consultant shall perform Planning Services as noted in attached Schedule "A" entitled "Scope
of Services".
2.6 DESIGN SERVICES:
Based on the previously approved Scope of Services defined in the General Obligation Bond
Program, the Consultant shall prepare Design Documents as noted in attached Schedule "A"
entitled "Scope of Services". The Scope of Services were defined as renovation of the 1 oth Street
Auditorium/Beach Patrol Headquarters, including ADA requirements, painting and restoration
of deteriorated facilities. Deteriorated facilities have been identified as the HV AC system and
the buildings' roof.
2.7 BIDDING AND AWARD SERVICES
Consultant shall provide bidding and award services as noted in attached Schedule "A" entitled
"Scope of Services".
2.8 CONSTRUCTION PHASE SERVICES:
Consultant shall furnish Construction Phase Services as noted in attached Schedule "A" entitled
"Scope of Services".
8
2.9 ADDITIONAL SERVICES
Consultant shall provide Additional Services as noted in attached Schedule "A" entitled "Scope
of Services".
2.10 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City shall
not constitute nor be deemed a release of the responsibility and liability of the Consultant, its
employees, subcontractors, agents and consultants for the accuracy and competency of their
designs, working drawings, specifications or other documents and services; nor shall such
approval be deemed to be an assumption of such responsibility by the City for a defect, error or
omission in designs, working drawings, specifications or other documents prepared by the
Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall
be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals
rendered by the City and its employees.
2.11 TIME It is understood that time is of the essence in the completion of this Project, and
in this respect the parties agree as follows:
2.12 The Consultant shall perform the Services as expeditiously as is consistent with the
standard of professional skill and care required by this Agreement and the orderly progress of the
Work.
2.13 The parties agree that the Consultant's Services during all phases ofthis 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 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.
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2.14 In providing the Services described in this Agreement, the Consultant shall use its best
efforts to maintain, on behalf of the City, a constructive, professional, cooperative working
relationship with the 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 Project Coordinator, it is
the intent of this Agreement to allow the Consultant to coordinate the performance of all design
and construction work to the extent such coordination by the Consultant is permitted by the
Contract Documents
2.15 It is further the intent of this Agreement that the Consultant shall perform its duties under
this Agreement in a competent, timely and professional manner and that it shall be responsible
to the City for any failure in its performance except to the extent that acts or omissions by the
City or others make such performance impossible.
2.16 Whenever during the term of this Agreement, others are required to verify, review, or
consider any work performed by Consultant, including but not limited to the 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 ofthe Project Schedule.·
2.17 The City shall have the right at any time, and in its sole and absolute discretion, to submit
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for review to consulting engineers or consulting architects or other consultants, engaged by the
City at its own expense for that purpose, any or all parts of the work performed by the Consultant,
and the Consultant shall cooperate fully in such review at the City's request.
2.18 Consultant agrees to certify and warrant all estimates of Construction Cost prepared by
Consultant. Said certifications shall be in a form approved by the City.
2.19 Consultant represents to City that all evaluations of the City's Project budget, Consultant
generated Statement of Probable Construction Cost, and detailed estimates represent
Consultant's best judgement as a design professional familiar with the construction industry.
Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any
estimate of Construction Cost or evaluation prepared or agreed to by Consultant.
2.20 Consultant agrees that, when the Services to be provided herennder 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.
2.21 Consultant agrees to employ and designate in writing, within five (5) calendar days after
receiving its 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 of said Project Manager shall not be made without the prior
written approval of the City.
2.22 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do
such from City, to promptly remove and replace Project Manager, or any other personnel
11
employed or retained by Consultant, or any subconsultant or subcontractors engaged by
Consultant, which request may be made by City with or without stating its cause.
2.23 Consultant herein represents to City that it has expertise in the type of professional
services that will be performed pursuant to this Agreement. Consultant agrees that all services to
be provided by Consultant pursuant to this Agreement shall be subject to City's review and
approval and shall be in accordance with the generally accepted standards of professional practice
in the State of Florida, as well as in accordance with all published laws, statutes, ordinances,
codes, rules, regulations and requirements of any governmental agencies having jurisdiction over
the Project or the Services to be performed by Consultant hereunder. In the event of any conflicts
in these requirements, Consultant shall notify City of such conflict and utilize its best professional
judgement to advise City regarding resolution of each such conflict.
2.24 Consultant agrees not to divulge, furnish or make available to any third person, firm or
organization, with City's prior written consent, or unless incident to the proper performance of
Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where
such information has been properly subpoenaed, any non-public information concerning Services
to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, sub-
consultants and sub-contractors to comply with the provisions of this paragraph.
2.25 The City and Consultant acknowledge that the Scope of Services does not delineate every
detail and minor work task required to be performed by Consultant to complete the Project. If,
during the course of the performance of the Services contemplated in this Agreement, Consultant
determines that work should be performed to complete the Project which is, in the Consultant's
opinion, outside the level of effort originally anticipated, whether or not the Scope of Services
identifies the work items, Consultant shall notify the City's Project Coordinator, in writing, in
a timely manner, and obtain said Project Coordinator's written consent, before proceeding with
the work. The City's Project Coordinator must comply with Contract Amendment processing
requirements as outlined in Article 1.15, prior to issuance of any written authorization to proceed
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-.
with additional Services to Consultant. If Consultant proceeds with additional Services without
notifying and obtaining the consent of the City's Project Coordinator, said work shall be deemed
to be within the original level of effort, and deemed included as a Basic Service herein, whether
or not specifically addressed in the Scope of Services. Notice to the City's Project Coordinator
does not constitute authorization or approval by the City to perform the work. Performance of
work by Consultant outside the originally anticipated level of effort without the prior written
consent ofthe City shall be at Consultant's sole risk.
2.26 Consultant shall establish and maintain files of documents, letters, reports, plans, etc.
pertinent to the Project. Consultant shall provide City with a copy of applicable Project
correspondence for City to file in its filing system. In addition, Consultant shall provide electronic
Project documents files to the City, at the completion of the Project.
2.27 It is further the intent of this Agreement that the Consultant shall perform its duties under
this Agreement in a competent, timely and professional manner and that it shall be responsible
to the City for any failure in its performance except to the extent that acts or omissions by the
City or others make such performance impossible.
2.28 In the event Consultant is unable to timely complete the Project because of delays
resulting from untimely review by City or other governmental authorities having jurisdiction over
the Proj ect 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 oftime for
completion of the Project and may provide reasonable compensation, if appropriate.
2.29 The Consultant covenants with the City to furnish its Services hereunder properly, in
accordance with the standards of its profession and in conformance with all construction, building
and health codes and other applicable Federal, State and local rules, regulations and laws, of
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'.
which it should reasonably be aware, throughout the term of this Agreement. The City's
participation in the design and construction of any Project in no way relieves the Consultant of
its professional duties and responsibilities under applicable law and under the Contract
Documents
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City shall designate in writing a project coordinator to act as the City's representative
with respect to services to be rendered under this Agreement (herein after referred to as Project
Coordinator). The Project Coordinator shall have authority to transmit instructions, receive
information, interpret and define City policies and decisions with respect to Consultant's Services
on this Project. However, the Project Coordinator is 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, in compliance with Article 1.15 requirements,
unless approved by the City Manager and/or City Commission, including but not limited to the
following:
a) The Scope of Services to be provided and performed by Consultant hereunder;
b) The time the Consultant is obligated to commence and complete all such
Services;
or
c) The amount of compensation the City is obligated or committed to pay
Consultant.
3.2 The City shall assist Consultant by placing at Consultant's disposal all information City
has available pertinent to the Project, including previous reports and any other data relative to
design or construction of the Project. It shall be fully understood that City, in making such
reports, site information, and documents available to the Consultant is in no way certifying
14
representing and/or warranting as to the accuracy or completeness of such data, including any
information provided in the City's Request for Qualifications and backup documentation thereto.
Any conclusions or assumptions drawn through examination thereof shall be the sole
responsibility of the Consultant and subject to whatever measure it deems necessary to final
verification essential to its performance under this Agreement. Additional work due to
inaccurate, incomplete or incorrect information supplied by the City may be undertaken by the
Consultant as an Additional Service to this Agreement. Consultant shall notifY the City's Project
Coordinator, in writing, in a timely manner and obtain said Project Coordinator's written consent,
before proceeding with the work. If Consultant proceeds with the Additional Services without
notifYing and obtaining the cionsent ofthe City's Project Coordinator, said work shall be demed
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 expeditiously as necessary for the orderly progress of the Consultant's
Services and of the Work. No approvals required by the City during the various phases of the
Project shall be unreasonably delayed or withheld; provided that the City shall at all times have
15
. .
the right to approve or reject any proposed submissions of Consultant for any reasonable basis.
3.7 The City Commission shall be the final authority to do or to approve the following actions
or conduct by passage of an enabling resolution or amendment to this Agreement.
3.7.1 The City Commission shall be the body to consider, comment upon, or approve
any amendments or modifications to this Agreement, except when noted otherwise (i.e.,
where delegated to the City Manager or his designee) in this Agreement.
3.7.2 The City Commission shall be the body to consider, comment upon, or approve
any assignment, sale, transfer or subletting ofthis 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 snm 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
16
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
authorized to issue a Notice to Proceed as referenced in 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
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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 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
1.10, the City shall have no obligation to exceed the Construction Cost Budget limitations
established herein, and, if such budget is exceeded, the City may, at its sole option and discretion,
terminate this Agreement without any further liability to the City.
4.3 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 ofthe following options:
(I) 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 additional cost to the City, in order to bring the bids within five
percent (5%) ofthe Construction Cost Budget.
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ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services for this Project will only be performed by the Consultant following
receipt of a written authorization by the City prior to commencement of same. Such authorization
shall contain a description of the Services required; an hourly fee, as provided in Schedule "c"
with a "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" shaH 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
the Consultants as set forth in this Agreement.
5.3 Additional Services may consist of the following:
5.3.1 Serving as an expert witness in connection with any public hearing, arbitration
proceeding or legal proceeding unless such preparation has arisen from the failure of the
Consultant to meet the Standard of Care set forth in Article 2.
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.
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5.3.3 Providing such other professional services to the City relative to the Project whicharise
fromsubsequent 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 for
construction, materials, equipment or services, except as otherwise expressly provided for herein.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and consultants in the interest of the Project. All Reimbursable Expenses pursuant to this Article,
in excess of $500, must be authorized in advance by the City. Invoices or vouchers for
Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting
receipts, and other back-up material reasonably requested by the City, and Consultant shall certify
as to each such invoice that the amounts and items claimed as reimbursable are "true and correct
and in accordance with the Agreement".
6.2 Expenses subject to reimbursement in accordance with the above procedures may include
the following:
6.2.1 The cost of testing or investigation of underground utilities, if authorized by the
City's Project Coordinator.
6.2.2 Expense of reproduction, postage and handling of drawings, specifications and
other documents, excluding reproductions for the office use of the Consultant and sub-
consultants. Courier and postage between the Consultant and its sub-consultants are not
reimbursable.
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6.2.3 Expenses for reproduction and the preparation of graphics for community
workshops
6.2.4 Fees for all City issued permits shall be paid directly by the City.
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) calendar days of receipt and
approval of an acceptable invoice by the City's Project Coordinator. Note that payments shall be
made in proportion to the Services performed in each Phase so that the payments for Basic
Services for each Phase shall not exceed the progress percentage noted in the Consultant's
Progress Schedule, submitted with each invoice. No markup shall be allowed on subcontracted
Basic Services.
7.2 Additional Services authorized in accord with Article 5 will be compensated using the
hourly rates set forth in Schedule "C". Request for payment of Additional Services shall be
included with the monthly Basic Services payment request noted in Article 7.1 above. All
Additional Services must be approved by the City's Project Coordinator prior to commencement
of same as noted in Article 5. Under no circumstances shall the "Not to Exceed" amount noted
in Schedule "B" be exceeded without prior written approval from the City's Project Coordinator.
No markup shall be allowed on subcontracted Additional Services.
7.3 Reimbursable Expenses, as defined in Article 6, shall be paid up to the "Not to Exceed"
amount noted in Schedule "B". Request for payment of Reimbursables shall be included with the
monthly Basic Services payment request noted in Article 7. Proper backup must be submitted
with all reimbursable requests. No markup or administrative charges shall be allowed on
Reimbursable Expenses.
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7.4 The City and the Consultant agree in accordance with the terms and conditions of this
Agreement that:
7.4.1 If the scope of the Project or the Consultant's Services is changed substantially
and materially, the amount of compensation may be equitably adjusted by mutual
agreement ofthe parties.
7.4.2 Commencing on October I, 2001, 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 ofthe 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%).
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 sub-consultant work is accomplished utilizing the lump sum method, the percentage of
completion shall be identified. Billings shall also itemize and summarize Reimbursables by
category. Where written approval of the City is required for Reimbursables, a copy of said
approval shall accompany the billing for such Reimbursable. When requested, Consultant shall
provide backup for past and current invoices that records hours for all Services by employee
category and reimbursable by category.
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7.6 The City shall pay Consultant within forty-five (45) calendar days from receipt of
Consultant's proper statement.
7.7 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
sub-consultants 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 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).
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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 (2) performs same
in bad faith; or (3) unreasonably delays the performance of the Services, upon notice to the
Consultant, in writing, seven (7) days prior to termination. In the case of termination by the City
for cause, the Consultant shall be granted a thirty (30) day cure period after receipt of written
notice from the City.
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.
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10.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted
by the City prior to receipt ofa Notice of Terrnination, 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 ofa written Notice of Termination, the Consultant shall promptly
assemble and submit to the City, as provided herein or as required in the written notice,
all documents, including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
10.2.4 In the event of a termination for cause, no payments to the Consultant shall be
made (I) 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 ofthe 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.
lOA 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
25
or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days
prior to termination. In that event, payment for Services satisfactorily performed by the
Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in
accordance with Article 7 herein. In the case of termination by Consultant for cause, the City shall
be granted a thirty (30) day cure period after receipt of written notice from the Consultant.
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience
of the Consultant.
10.5 IMPLEMENTATION OF TERMINATION In the event of termination, either for
cause or for convenience, the Consultant, upon receipt of the Notice of Termination, shall (I) stop
the performance of Services under this Agreement on the date and to the extent specified in the
Notice of Termination; (2) place no further orders or subcontracts except for any that may be
authorized, in writing, by the City, prior to their occurrence; (3) terminate all orders and
subcontracts to the extent that they relate to the performance of the Services terminated by the
Notice of Termination; (4) promptly assemble and submit, as provided herein, all documents for
the Services performed, including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by the termination; and (5) complete performance of any
Services as shall not have been terminated by the Notice of Termination, and as specifically set
forth therein.
10.6 NON SOLICITATION The Consultant warrants that it has not employed or retained
any company or person, other than an employee working solely for the 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.
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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) Architects and Engineers 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.
(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 City Manager.
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.
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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 ofthe policy.
ARTICLE 12. INDRMNIFICA TION
12.1 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 Consultant's subconsultants, or any other person or entity under the direction
or control of Consultant. The Consultant shall pay all claims and losses arising out of
Consultant's negligent acts, errors or omissions and shall defend all suits, in the name of the City,
its employees, agents and authorized representatives when applicable, including appellate
proceedings, and shall pay all costs, judgments and attorneys' fees which may issue thereon.
ARTICLE 13. VENUE
13.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and iflegal action
is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein. Exclusive venue for the enforcement of same shall lie in Miami-Dade County,
Florida.
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
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,
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 thei Agreement in an amount in excess of the amount of fee under this
Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant
for any action or claim for breach of contract arising out of the performance or non-performance
of any obligations imposed upon the City by this Agreement. Nothing contained in this
subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the
limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes.
ARTICLE 15. MISCELLANEOUS PROVISIONS
15.1 The laws ofthe State of Florida shall govern this Agreement.
15.2 Terms in this Agreement which have not been defined in Article 1 shall have the same
meaning as those in AlA Document A20 I, General Conditions of the Contract for Construction,
current as of the date ofthis Agreement.
15.3 EQUAL OPPORTUNITY EMPLOYMENT AND SDBE GOALS: Consultant agrees
that it will not discriminate against any employee or applicant for employment for work under
this Agreement because of race, color, religion, sex, age, national origin, disability or sexual
orientation and will take affirmative steps to ensure that applicants are employed and employees
29
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.
15.4 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
Consultant's debarment.
15.5 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.
15.6 The Consultant represents that it has made and will make reasonable investigation of all
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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.
15.7 The Consultant, its consultants, agents and employees and sub-consultants, shan comply
with an applicable Federal, State and County laws, the Charter, related laws and ordinances of
the City of Miami Beach, and with an applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
15.8 This Agreement, or any interest herein, shan not be assigned, transferred or otherwise
encumbered by Consultant, under any circumstances, without the prior written consent of City.
15.9 This document incorporates and includes an 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 shan be effective unless contained in a
written document executed with the same formality and of equal dignity herewith.
ARTICLE 17. NOTICE
17.1 An written notices given to City by Consultant shall be addressed to:
City Manager
c/o Assistant City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
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With a copy to:
Jorge E. Chartrand
Capital Projects Coordinator
Construction Management Division
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
and
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
All written notices given to the Consultant from the City shall be addressed to:
STA Architectural Group, 3526 North Miami Avenue, Miami, Florida 33127, Attn: Todd
Tragash, Principal
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified
mail, return receipt requested.
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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 to by their respective
witnesses and City Clerk on the day and year first above written.
Attest:
CITY OF MIAMI BEACH
_~~ ?cuduA
CITY CLERK
,.{
Witness
CONSULTANT
CfDAAJ #. ,AtnIP~~
Print Name
/'OJ)I) ~, TRA&.boSt!
Print Name and Title
V./"f(.~\O~'\
S-r-,A. ,AP..c:..H(Tl::c\4A6L- ~'1f
Witness
~~~~
Signature
Signature
...). ... ~ C. ...,#1- f.."(
Print Name
Print Name and Title
IIr MWS.MTO
fORM a LANGUAGE
alORIXECUT\ON
33
. S--((-v'/
!"..,. .....
"
SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH
AND
STA ARCHITECTURAL GROUP
SCOPE OF SERVICES
MASTER PLAN AND PROJECT STUDY
Research and review of historical data, including but not limited to review of building
cards, microfilm plans, existing documents, available architectural/engineering plans and reports,
photographs and historical references.
Prepare a written narrative, incorporating the documentation listed above along with a
photographic study of significant historical resources. Prepare a summary describing the
historical evolution of the site and the relative historic value and importance of both buildings as
well as Lummus Park.
Meet with City staff a community representatives to formulate appropriate programmatic
requirements. Prepare schematic design plans and elevations of site plan alternatives. Prepare
supplemental graphic materials, rendered perspectives, computer three dimensional images,
scaled models, etc. Prepare a preliminary program and area breakdowns along with preliminary
estimates of probable construction costs for the alternatives.
DESIGN PHASE
Prepare design, construction and bidding documents for a portion of the scope of services
defined in the General Obligation Bond Program for the 10th Street Auditorium/Beach Patrol
Headquarters. The scope will include ADA improvements, limited expansion to the Beach Patrol
into the Auditorium, restoration of deteriorated facilities within the buildings such as the
restrooms, and rehabilitation of the Beach Patrol offices. The scope will be commensurate to the
projected budget for the above improvements. The scope of improvements may expand to
incorporate elements of the Master Plan and Project Study.
Assist the City in obtaining project permit review, bidding and awarding of construction
contract.
Provide administrative and observation services during the construction process. Services
shall include review of change proposals, response to requests for information, review of payment
applications, site observation visits and project closeout.
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SCHEDULE B
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH
AND
STA ARCHITECTURAL GROUP
CONSULTANT COMPENSA nON
Fee Schedule:
Basic Services as described in Article 2:
Project Study
Master Plan
Design Phase
Sub-total
$ 8,000
$27,000
$22.000
$57,000
Allowance for Reimbursable Expenditures:
Project Study and Master Plan
Design Phase
Sub-total
$ 4,000
$ 2.000
$ 6,000
Total $63,000
Construction with contingency for the design phase is budgeted at $308,000. Additional
Services, as described in Section 2.9, will be billed in accordance with the hourly rates in
Schedule "C". Any Additional Services shall be approved in advance by written authorization
from the City Manager or the City Commission as applicable.
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SCHEDULE C
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH
AND
STA ARCHITECTURAL GROUP
HOURLY BILLING RATE SCHEDULE
HOURLY RATES
Principal's Time
$ 125.00 per hour
Registered Design Professional's Time
$ 95.00 per hour
DesignerlDrafter Time
$ 60.00 per hour
Clerical Time
$ 40.00 per hour
SUB-CONSULTANT HOURLY RATES
Principal's Time
$ 11 0.00 per hour
Registered Design Professional's Time
$ 90.00 per hour
Designer/Drafter Time
$ 55.00 per hour
Clerical Time
$ 35.00 per hour
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SCHEDULE D
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH
AND
STA ARCHITECTURAL GROUP
PROJECT SCHEDULE
Task
Description:
Calendar days
after Notice to Proceed
Planning Phase Services
Design Phase Services
Bidding and Award Phase Services
Construction Phase Services
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60 Days
150 Days
60 Days
150 Days