2001-24463 RESO
RESOLUTION NO.
2001-24463
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT
WITH THE FIRM OF SKLARCHITECTURE, IN THE AMOUNT OF
$97,500, FOR ARCHITECTURAL, ENGINEERING AND INTERIOR
DESIGN SERVICES, FOR THE LOBBY AND ENTRANCEW A YS OF THE
JACKIE GLEASON THEATER OF THE PERFORMING ARTS AND THE
REPLACEMENT OF THE CARPET AT THE MIAMI BEACH
CONVENTION CENTER; AND RESCINDING RESOLUTION NO.
2001-24286, DATED MARCH 14,2001.
WHEREAS, on October 9, 2000, Request for Proposals (RFP) No. 127-99/00 was issued
for Architectural, Engineering and Interior Design services for the Lobby and Entranceways of the
Jackie Gleason Theater of the Performing Arts (TOP A) and for the Carpet Replacement at the Miami
Beach Convention Center (MBCC); and
WHEREAS, on November 16, 2000, porposals were received from four firms; and
WHEREAS, an Evaluation Committee met to discuss the proposals and presented a
recommendation to the City Manager which ranked the firm of Sklarchitecture as number one; and
WHEREAS, the recommendation was presented by the City Manager to the City
Commission on March 14,2001, and the City Commission, by Resolution 2001-24286, authorized
the Administration to enter negotiations with the number-one ranked firm of Sklarchitecture; and
WHEREAS, the City Commission also authorized the Mayor and the City Clerk to execute
an Agreement with Sklarchitecture for a not to exceed amount of $75,000; and
WHEREAS, during negotiations with the firm, it has become clear to the Administration
that the not to exceed amount of $75,000 is insufficient to cover the necessary architectural and
engineering services for the project; and
WHEREAS, the Administration now recognizes that the selection and determination of
carpet quality, colors and styles for the different areas ofMBCC is a more complex process which
requires more effort on the part of the Consultant; and
WHEREAS, the Administration recommends that the Professional Services Agreement with
Sklarchitecture be approved for $97,500; and
WHEREAS, the Administration also recommends that Resolution 2001-24286, dated March
14,2001, be rescinded.
NOW, THEREFORE BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission authorize the Mayor
and City Clerk to execute a Professional Services Agreement with the firm of Sklarchitecture, in the
amount of$97,500, for architectural, engineering and interior design services, for the Lobby and
Entranceways of the Jackie Gleason Theater of the Performing Arts and the Replacement of the
Carpet at the Miami Beach Convention Center; and rescinds Resolution 2001-24286, dated March
14,2001
PASSED AND ADOPTED THIS 6th
day of
June
,2001
*d.
VI (!(;; - YOR
ATTEST:
~J- ftudv--
CITY CLERK
F:\WORK\SALL\CHATRAND\MBCCTOPA\SKLARESQ,wPD
APPROVED AS TO
FORM & LANGUAGE
. FOR EXECUTION
~ 1."/"
1. Date
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
~.
COMMISSION MEMORANDUM NO.
37&- 0 (
TO:
Mayor Neisen O. Kasdin and
Members of the City Commission
J~rge M, Gonzalez \t>.<:..( /(l?z f
City Manager U I) -
DATE: June 6, 2001
FROM:
SUBJECT:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH THE FIRM
OF SKLARCHITECTURE, IN THE AMOUNT OF $97,500, FOR
ARCHITECTURAL, ENGINEERING AND INTERIOR DESIGN SERVICES, FOR
THE LOBBY AND ENTRANCEW AYS OF THE JACKIE GLEASON THEATER
OF THE PERFORMING ARTS ($70,000) AND THE REPLACEMENT OF THE
CARPET AT THE MIAMI BEACH CONVENTION CENTER ($27,500); AND
RESCINDING RESOLUTION NO, 2001-24286, DATED MARCH 14, 2001.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
FUNDING:
Funds are available in the Convention Center Capital Account No. 441.2256.069358 ($70,000) and
441.2289.069358 ($27,500). As of April 30, 2001 there is an available balance of $9,169,563 in the fund,
net of a $10,000,000 endowment reserved for the Cultural Arts Council.
ANALYSIS:
On October 9, 2000, Request for Proposals (RFP) No, 127-99/00 was issued for Architectural,
Engineering and Interior Design services for the lobby and entranceways of the Jackie Gleason Theater
ofthe Performing Arts (Gleason) and for the carpet replacement at the Miami Beach Convention Center
(MBCC).
On November 16, 2000, proposals were received from four firms. An Evaluation Committee met to
discuss the proposals and presented a recommendation to the City Manager which ranked the firm of Sklar
Architecture as number one. The recommendation was presented by the City Manager to the City
Commission on March 14, 2001. The City Commission, by Resolution 2001-24286, authorized the
Administration to enter negotiations with the number-one ranked firm and also authorized the Mayor and
the City Clerk to execute an Agreement with Sklar Architecture for a not to exceed amount of $75,000.
AGENDA ITEM
C7rx
~ -f; ~O I
I
DATE
Commission Memorandum
June 6, 2001
TOPA and MBCC Professional Services
Page 2
During negotiations with the firm of Sklar Architecture, it has become clear to the Administration, that
the not to exceed amount of $75,000 is not sufficient to cover the necessary Architectural and
Engineering services for the project. The original proposal from Sklar Architecture, in their response to
the RFP, was for $97,500, which was consistent with the other respondents to the RFP,
The selection and determination of carpet quality, colors and styles for the different areas of the MBCC
is a more complex process which requires more effort on the part of the consultant. Due to this
assessment, the Administration recommends that the Agreement with Sklar Architecture be approved for
$97,500 and that Resolution 2001-24286, dated March 14,2001, be rescinded. The MBCC Capital
Projects Oversight Board met on May 8, 2001 and discussed additional fees for the project. The Board
recommended unanimously that the City Commission approve the proposed additional services, The
Finance Department reports disbursements of $13,941.174.45 and encumbrances of $1,889,262.29 as of
April 30, 2001, from the Convention Center Capital Account Fund Number 441,
Therefore, the Administration requests that the Mayor and City Commission authorize the Mayor and
City Clerk to execute a Professional Services Agreement, in the amount of $97,500, for the Architecture,
Engineering and Interior Design services, for the lobby and entranceways of the Jackie Gleason Theater
of the Performing Arts and for the design of the carpet replacement at the Miami Beach Convention
Center.
,
JMGIMD~h
T:\AGE~~;;\CONSENT\TOPAMEMO.WPD
Attachments
/
cJool- 2VYC, S
CITY OF MIAMI BEACH
OFFICE OF THE CITY ATTORNEY
MEMORANDUM
TO: Robert Parcher
City Clerk
FROM: Raul J. Aguila &
First Assistant City :<\ttorney
SUBJECT: Agreement between City of Miami Beach and Sklarchitecture for Professional
Architecture, Engineering and Interior Design Services for TOPA
Lobby/Entranceways and Carpet Replacement at MBCC
DATE: August 16,2001
Pursuant to your request, please note that I have reviewed and recommended that the City
Attorney form approve the attached Agreement. As noted, the AlE Consultant, Sklarchitecture, had
some minor non-substantive revisions to the Agreement, which were reviewed and approved by the
Administration and City Attorney's Office, following consideration of the Agreement by the Mayor
and City Commission at their June 6, 2001 meeting. Notwithstanding same, no material provisions
of the Agreement have been altered. Accordingly, please forward to the Mayor for his execution.
,
Should you have any questions or comments regarding the above, please do not hesitate to
contact me.
RJA\kw
F:\ATTO\AGUR\MEMOS\SKLARA&E,RP
Attachment
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
SKLARCHITECTURE
FOR
PROFESSIONAL ARCHITECTURAL, ENGINEERING AND INTERIOR
DESIGN SERVICES
FOR THE
LOBBY AND ENTRANCEW A YS OF THE JACKIE GLEASON THEATER
OF THE PERFORMING ARTS AND THE REPLACEMENT OF THE
CARPET AT THE MIAMI BEACH CONVENTION CENTER
JUNE 2001
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1 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
24
24
24
25
25
26
26
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
36
37
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND
SKLARCHITECTURE
FOR
PROFESSIONAL ARCHITECTURAL, ENGINEERlNG AND INTERlOR
DESIGN SERVICES
FOR THE
LOBBY AND ENTRANCEW A YS OF THE JACKIE GLEASON THEATER OF
THE PERFORMING ARTS AND THE REPLACEMENT OF THE CARPET AT
THE MIAMI BEACH CONVENTION CENTER
This Agreement made and entered into this & tt. day of JU We ,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 SKLARCHITECTURE, 141 N, E. 3rd Avenue, 7th Floor,
Miami, Florida, 33132 (hereinafterreferred to as Consultant).
WIT N E S S Ii: T H:
WHEREAS, the City intends to undertake a project within the City of Miami B ch. which
is more particularly described in Schedule "A". attached hereto (the Project). to engage
the Consultant to provide
engineering services for the Project at the agreed fees as set forth in this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of
architectural, engineering and interior design services relative to the Project, as hereinafter set forth,
including: planning, design, bidding 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
1.1 CITY The "City" shall mean the City of Miami Beach, a Florida municipal corporation
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139.
1.2 CITY COMMISSION "City Commission" shall mean the governing and legislative body
of the City.
1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer of the
City. The City Manager shall be construed to include any duly authorized designees, including 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 City Commission) to the Consultant.
1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the REQUEST FOR
PROPOSALS FOR (RFP) No. 127-99/00 issued by the City in contemplation of this Agreement,
together with all amendments thereto, if any, and the Consultant's proposal in response thereto
(proposal), which is incorporated by reference in this Agreement and made a part hereof; provided,
however, that in the event of an express conflict between the Proposal Documents and this
Agreement, this Agreement shall prevail.
2
\.5
CONSULTANT
The "Consultant" is herein defined as Ski architecture, 141 N. E. 3rd
Avenue, 7th Floor, Miami, Florida, 33132. 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.
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. engineering and
interior design 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
,
J
specified by the Consultant and approved by the City, including, at current market rates, (with a
reasonable allowance for overhead and profit), the cost of labor and materials and any equipment
which has been designed, specified, selected or specifically provided for by the Consultant and
approved by the City, and including a contingency allowance for unforeseen conditions, not to
exceed ten percent (10%) of the construction cost for new construction, or twenty percent (20%) of
construction cost for rehabilitation of historic buildings, and no! 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
4
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.
1.11 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 of the Contract (General, Supplementary and
other Conditions); Construction Documents; and addenda issued prior to execution of the Contract
for Construction. A Modification is one of the following: (1) written amendment to 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 final 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
5
Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand
($25,000.00), the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such Contract Amendment.
1.16 ADDITIONAL SERVICES Additional Services shall mean those services described in
Article 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
6
for Basic Services, and for Reimbursable Expenses, as defined, plus any Additional
Services, as submitted by the Consultant and approved by the City.
Schedule C - Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates
to the Consultant as submitted by the Consultant and approved by the City.
Schedule D - Project Schedule.
1.21 SCOPE OF SERVICES "Scope of Services" shall mean the Project Scope as described
in Schedule "A", together with the Basic Services and any Additional Services approved by the
City as described in Articles 2 and 5.1 herein respectively.
ARTICLE 2, BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project as set forth hereafter, The
Services for this Project will be performed by the Consultant upon receipt of a written Notice to
Proceed issued by the City Manager, or his designee. Consultant shall countersign the Notice to
Proceed.
2.2 The Consultant's Basic Services shall 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 shall 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
7
all such laws. codes. rules. and regulations now in dl'ect. and as may be amended or adopted at
any time during the term of this Agreement. and shall further take into account all known pending
changes to the foregoing. of which it should reasonablv be aware. The Consultant shall insel1 the
...... '- ...... "'
provisions of all required codes into the Contract Documents.
2.-+ 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. [n 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.
? -
_.)
PLANNING SERVICES:
Consultant shall perform Planning Services as noted in attached Schedule "A" entitled "Scope
of Services".
~:~d ~E~::::'~:~I~p::"d Sco" of S,~i", ",'"d, ,< ",,,,,,[ O"i,,,l~r
Pleglal1'l, the Consultant shall prepare Design Documents as noted in attached Schedule "A"
entitled "Scope of Services". The Scope of Services are defined as renovation of the loti. Sheet
Auditoriutl.l/D,adl PatlollIcadqtltll tCt'3. lbd\:h:iil.l6 .\0.\ It:4uin::fhclltJ. pailltillg ttIH4 reltoratiofl
tl,~ btlildihgi wet'. Lobbv and ntrancewavs of the Jackie Gleason Theater of the
Arts and the Replacement of the Carpet at the Miami Beach Convention Center.
2.7 BIDDING AND AWARD SERVICES
Consultant shall provide bidding and award services as noted in attached Schedule "A" entitled
"Scope of Services".
8
2.8 CONSTRUCTION PHASE SERVICES:
Consultant shall furnish Construction Phase Services as noted in attached Schedule "A" entitled
"Scope of Services".
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
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submissions, and/or excessive time taken by the City to approve the Services or parts of the
Services. The City shall not unreasonably refuse to approve such adjustment(s) to the Project
Schedule if the request is made in a timely manner and is fully justified.
2.14 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
10
to it in a timely manner. The term "timely" shall be construed to mean as soon as possible under
the circumstances, taking into account the requirements of the Project Schedule.
2.17 The City shall have the right at any time. and in its sole and absolute discretion. to submit
for review to consulting engineers or consulting architects or other consultants, engaged by the
City at its own expense for that purpose. any or all parts of the 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 hereunder relate to a professional
service which, under Florida Statutes. requires a license. certification of authorization, or other
form of legal entitlement to practice such services. it shall employ and/or retain only qualified
personnel to provide such services.
2.21 Consultant agrees to employ and designate in writing. within five (5) calendar days after
receiving the Notice to Proceed. a qualified liecl,3ccl experienced 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
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the prior written approval of the City.
2.22 Consultant agrees, within fourteen (14) calendar days ofreceipt of written notice to do
such from City, to promptly remove and replace Project Manager, or any other personnel
employed or retained by Consultant. or any subconsultant or subcontractors engaged by
Consultant, which request may be made by City with or without stating its cause.
2.23 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
12
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
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 of the 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 cle,Ctll'l,Cl,t3 drawing 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 Project or such delays which are caused by factors outside the control of Consultant.
Consultant shall provide City with immediate written notice stating the reason for such delay and
a revised anticipated schedule of completion. City. upon review of Consultant's submittal and
such other documentation as the City may require. may grant a reasonable extension of time for
completion of the Project and may provide reasonable compensation. if appropriate.
13
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 heaIth codes and other applicable Federal, State and local rules, regulations and laws, of
which it should reasonably be aware, throughout the term of this Agreement. The City's
participation in the design and construction of 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. I 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.
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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
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 of the 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 'Mitten notice thereof
to the Consultant.
15
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
the right to approve or reject any proposed submissions of ConsuItant 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 of this Agreement or any interest therein and
any subcontracts made pursuant to this Agreement. Assignment and transfer shall be
defined to include sale of the majority of the stock of a corporate Consultant.
3.7.3 All required City Commission approvals and authorizations shall be expressed by
passage of an appropriate enabling resolution and, if an amendment, by the execution of
an appropriate amendment to this Agreement.
3.7.4 The City Commission shall hear appeals from the administrative decision of the
City Manager's appointed designee(s), upon the Consultant's written request, in which
case the Commission's decision shall be final.
3.7.5 The City Commission shall approve or consider all Contract Amendments that
exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as
may be specified by the City of Miami Beach Procurement Ordinance, as amended).
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3.8 The City Manager or his designee(s) shall serve as the City's representative to whom
administrative requests for approvals shall be made and who shall issue authorizations (exclusive
of those authorizations reserved to the City Commission) to the Consultant. These authorizations
shall include, without limitation: reviewing, approving, or otherwise commenting upon the
schedules, plans, reports, estimates, contracts and other documents submitted to the City by the
Consultant.
3.8.1 The City Manager shall decide, in his professional discretion, matters arising
pursuant to this Agreement which are not otherwise expressly provided for in this
Agreement, and shall attempt to render administrative decisions promptly to avoid
unreasonable delay in the progress of the Consultant's services. The City Manager, in his
administrative discretion, may consult with the City Commission concerning disputes or
matters arising under this Agreement regardless of whether such matters or disputes are
enumerated herein.
3.8.2 The City Manager shall be authorized, but not required, at the request of the
Consultant, to reallocate monies already budgeted toward payment of the Consultant,
provided, however, that the Consultant's compensation or other budgets established by
this Agreement cannot be increased.
3.8.3 The City Manager, or his designee, shall be the sole representative of the City
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.
17
3.8.5 The City Manager may, in his sole discretion, form a committee or committees,
or inquire of or consult with persons for the purpose of receiving advice and
recommendations relating to the exercise of his powers, duties and responsibilities under
this Agreement.
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The Construction Cost Budget, as established by the City and stated in Schedule "A",
shall not be exceeded without fully justifiable, extraordinary and unforeseen circumstances, such
as Force Majeure, which is beyond the control of the parties. Any expenditure above this amount
shall be subject to prior City 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
1.1 0, 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 of the following options:
(1) give written approval of an increase in the Construction Cost Budget; (2) reject all bids or
proposals, authorize rebidding, or (if permissible) authorize a renegotiation of the Project within
a reasonable time; (3) abandon the Project and terminate the Consultant's Services for the Project
covered by this Agreement. without further liability to the City; (4) select as many Deductive
Alternatives as may be necessary to bring the award within the Construction Cost Budget; or (5)
cooperate with the Consultant in reducing the Project scope, construction schedule, and sequence
of Work, as may be required to reduce the Construction Cost Budget. In the event the City elects
to reduce the Project Scope, the Consultant shall provide such revisions to the Construction
Documents, and provide rebidding services, as many times as reasonably requested by the City,
as a Basic Service, with no additional cost to the City, in order to bring the bids within five
18
percent (5%) of the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services for this Project will only be performed by the Consultant following
receipt of a written authorization by the 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" shall mean the maximum cumulative hourly fees allowable, which the
Consultant shall not exceed without specific written authorization from the City. The "Not to
Exceed" amount is not a guaranteed maximum cost for the services requested by the City and all
costs applied to such shall be verifiable through time sheet and reimbursable expense reviews.
5.2 The term "Additional Services" includes services involving the Consultant or any
subconsultants whether previously retained for the Services or not, or whether participating as
members with Consultant or not, subject to the City's right to previously approve any change in
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 ofthe 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 oftesting 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
20
reimbursable.
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
21
IHIRf'f' ~o
7.6 The City shall pay Consultant within fort~, R"8 (
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).
9.2 Any re-use of documents by City without written verification or adaptation by Consultant
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for the specific purpose intended will be without liability to Consultant.
ARTICLE 10. TERMINATION OF AGREEMENT
1 0.1 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 in sub-section 10.3
without further liability to the City.
I 0.2 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.
10.2.2 Payment only for Services satisfactorily perfonned by the Consultant and accepted
by the City prior to receipt ofa Notice of Termination. shall be made in accordance with
24
Article 7 herein and the City shall have no further liability for compensation, expenses
or fees to the Consultant, except as set forth in Article 7.
10.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly
assemble and submit to the City, as provided herein or as required in the written notice,
all documents, including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
10.2.4 In the event of a termination for cause, no payments to the Consultant shall be
made (1) for Services not satisfactorily performed and (2) for assembly of submittal of
documents, as provided above.
10.3 TERMINATION FOR CONVENIENCE The City, in addition to the rights and
options to Terminate for Cause, as set forth herein, or any other provisions set forth in this
Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for
convenience, without cause and without penalty, when in its sole discretion it deems such
termination is in the best interest of the City, upon notice to Consultant in writingfourteen (14)
days prior to termination. In the event City terminates Consultant's services for its convenience,
as provided herein, Consultant shall be compensated for all Services rendered up to the time of
receipt of said written termination notice, and for the assembly and submittal to the City of
documents for the Services performed, in accordance with Article 7 herein, and the City shall
have no further liability for compensation, expenses or fees to the Consultant, except as set forth
in Article 7.
10.4 TERMINATION BY CONSULTANT The Consultant may only terminate this
Agreement for cause in the event that the City willfully violates any provisions of this Agreement
or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days
prior to termination. In that event, payment for Services satisfactorily performed by the
Consultant and accepted by the City prior to receipt ofa Notice of Termination shall be made in
25
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 ofthe Notice of Termination, shall (1) stop
the performance of Services under this Agreement on the date and to the extent specified in the
Notice of Termination; (2) place no further orders or subcontracts except for any that may be
authorized, in writing, by the 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.
ARTICLE 11. INSURANCE
11.1 The Consultant shall comply throughout the term of this Agreement with the insurance
26
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 ofPive
Hundred Thousand ($500,000.00) Dollars per occurrence. 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.
11.4 Consultant shall provide to City a Certificate of Insurance or a copy of all insurance
policies required above. City reserves the right to require a certified copy of such policies upon
request. All certificates and endorsements required herein shall state that the City shall be given
thirty (30) days notice prior to expiration or cancellation of the policy.
27
ARTICLE 12. INDEMNIFICATION
12.1 In consideration of a separate and specific consideration of $1 0.00 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 if legal action
is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein. exclusive venue for the enforcement of same shall lie in Miami-Dade County,
Florida.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 The City desires to enter into this Agreement only if in so doing the City can place a limit
on Citv's liabilitv for anv cause of action for money damages due to an alleged breach bv 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 tenns 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
28
to a maximum amount of the fee for Services agreed upon under the terms ofthe Agreement, less
the amount of all funds actually paid by the City to the Consultant
Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant
hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged
breach by the City of this Agreement in an amount in excess of the amount of fee under this
Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant
for any action or claim for breach of contract arising out of the performance or non-performance
of any obligations imposed upon the City by this Agreement. Nothing contained in this
subparagraph or elsewhere in this Agreement is in any way intended to be a waiver of the
limitation placed upon City's liability as set forth in Section 768.28, Florida Statutes.
ARTICLE 15. MISCELLANEOUS PROVISIONS
15.1 The laws of the State of Florida shall govern this Agreement.
::::::::;:i~::::'::.~::~~:':::~:';':~:'~~':~'~ii':;U--
CUll'en! a3 eftLe: elate 0[t111:3 .l\~Ie"ll1cfit. .,
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
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.
29
15.4 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act
(Section 287.133, Florida Statutes). a person or atliliate 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 tide 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 tide 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
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, shall comply
30
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.
15.8 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by Consultant, under any circumstances, without the prior written consent of City.
15.9 This document incorporates and includes all pnor negotiations, correspondence,
conversations, agreements or understandings applicable to the matters contained herein; and the
parties agree that there are no commitments, agreements or understandings concerning the subject
matter of this Agreement that are not contained in this document. Accordingly, the parties agree
that no deviation from the terms hereof shall be predicated upon any prior representations or
agreements whether oral or written. It is further agreed that no modification, amendment or
alteration in the terms or conditions contained herein shall be effective unless contained in a
written document executed with the same formality and of equal dignity herewith.
ARTICLE 16. NOTICE
16.1 All written notices given to City by Consultant shall be addressed to:
Jorge E. Chartrand, Capital Projects Coordinator
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
and when necessary to the
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
31
All written notices given to the Consultant from the City shall be addressed to:
TlllgllSh, PI ineiplll
SKLARchitecture, 141 N.E. 3rd Avenue, 7th Floor, Miami, FL, 33132, Attn: Ari Sklar,
AlA, President
All notices mailed to either party shall be deeme-d 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:
MAYOR
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CITY CLERK I
Witness
CONSULTANT
Signature
Print Name
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Print Name and Title
Witness
Signature
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,- ~ Signature
J
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Print Name and Title
Print Name
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FORM a LANGUAGE
a FOR EXECUTION
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<< Date
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SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND SKLARCHITECTURE
SCOPE OF SERVICES
Jackie Gleason Theater ofthe Performing Arts
Interior Design Services to enhance the Lobby and Entrance ways of the Jackie Gleason Theater
of the Performing Arts (TOPA) which will include wall coverings, carpet, ceiling treatment,
lighting and furnishings.
Renovation of two existing concession bars (wet bars); two existing coffee bars which will be
renovated and become more permanent; two bars which will be added in the front lobby; one bar
which will be added in the center lobby; and two new bars (not wet) which will be added at a
position not yet determined.
One concierge desk with cabinet space will be added; and one novelty display counter with
storage and display counter will be added. Additional lighting such as chandelier or fiber optic
lighting will be added to the main lobby. An area dedicated to the history of memorabilia and
to contain items related to the history of the Theater will also be studied and provided if the
budget allows.
Design at the George Abbot Box Office a new built-in brochure rack with storage, wall mounted
display cases with specialty lighting, and glass entrance doors to separate from Main Lobby.
Renovation of the existing wet bar in the Jackie Gleason Founders Room, adding glass doors to
separate from the Main Lobby and adding specialty lighting such as neon or fiber optic lighting.
Two new bars will replace the existing bars at the Second Level in the Center Lobby. There will
be four additional bars (not wet) at locations to be determined if budget allows. Additional
lighting will also be provided budget permitting. At the Third Level, there will be four additional
bars (not wet) at locations to be determined if budget allows. Additional lighting will also be
provided budget permitting.
All engineering modifications required to complete the changes described above are included in
the Agreement.
Miami Beach Convention Center
Complete replacement of carpeting in the building which will include materials selection,
specification and observation of installations. Different carpet patterns and colors will be
designed for the different areas and rooms.
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SCHEDULE B
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND SKLARCHITECTURE
CONSULTANT COMPENSATION
Fee Schedule:
Jackie Gleason Theater of the Performing Arts
Interior Design Services
Reimbursables
Sub-total
$72,000
$ 1. 000
$73,000
Payment Schedule
Preliminary Design
Design Completion
Sixty Percent (60%) Construction Documents
Ninety Percent (90%) Construction Documents
One Hundred Percent (100%) Construction Documents
Bidding and Permitting
Construction Observation and Administration
Sub-total
$11,520
$11,520
$11,520
$11 ,520
$11,520
$ 4,600
$10.800
$73,000
Construction with contingency is budgeted at $650,000. 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.
Miami Beach Convention Center
Carpet Replacement - Design and Construction Documents
Reimbursables
Sub-total
$24,000
$ 500
$24,500
Payment Schedule
Selection of Carpet Design
Completion of Documents and Placement of Purchase Order
Installation Observation and Completion
Reimbursables (as required)
Sub.total
$10,000
$10,000
$ 4,000
$ 500
$24,500
Carpet Replacement is budgeted at $1,069,900.
Total fee for the services will be
$97,500
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SCHEDULE C
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND SKLARCHlTECTURE
HOURLY BILLING RATE SCHEDULE
SKLARCHlTECTURE
Principal
Interior Designer/Coordinator
Project Manager
Job Captain
Cadd Operator
Clerical
$130.00 per hour
$ 95.00 per hour
$ 80.00 per hour
$ 65.00 per hour
$ 55.00 per hour
$ 35.00 per hour
COVENANT ENGINEERING
Principal
Project Engineer
Draftsperson
$ 95.00
$ 80.00
$ 50.00
per hour
per hour
per hour
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SCHEDULE D
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND SKLARCHITECTURE
ESTIMATED PROJECT SCHEDULE
JACKIE GLEASON THEATER OF THE PERFORMING ARTS INTERIORS
Task
Description:
Calendar days
after Notice to Proceed
Phase I Research and Preliminary Design
60 Days
Phase II Design Completion
60 Days
Phase III Construction Documents
30% 30 days
60% 30 days
90% 60 days
100% 30 days
Phase IV&i~~~ir:J Selec~ion
150 Days
Phase V Construction Administration
~
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G:o .)G-:Days
fSV-l~
Total 480 Days
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