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Agreement with Zaha Hadid Limited and Berenblum Busch (Collins Park Garage) r AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC. FOR PROFESSIONAL ARCHITECTURE AND ENGINEERING SERVICES FOR THE COLLINS PARK GARAGE PROJECT Resolution No. 2012 -27869 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1 DEFINITIONS 4 ARTICLE 2. BASIC SERVICES 10 ARTICLE 3. THE CITY'S RESPONSIBILITIES 18 ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 22 ARTICLE 5. ADDITIONAL SERVICES 23 ARTICLE 6. REIMBURSABLE EXPENSES 24 ARTICLE 7. 'COMPENSATION FOR SERVICES 25 ARTICLE 8. ACCOUNTING AND OTHER RECORDS 27 ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 27 _ARTICLE 10. TERMINATION OF AGREEMENT 30 00 ARTICLE.11. INSURANCE 33 ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 34 ARTICLE 13. ERRORS AND OMISSIONS 36 ARTICLE 14. LIMITATION OF LIABILITY 36 ARTICLE 15. NOTICE 38 ARTICLE 16. MISCELLANEOUS PROVISIONS 39 SCHEDULES: SCHEDULE A SCOPE OF SERVICES 47 SCHEDULE A -1' OUTLINE OF DELIVERABLES 48 SCHEDULE B COMPENSATION 49 SCHEDULE C HOURLY BILLING RATE 50 SCHEDULE D CONSTRUCTION COST BUDGET 51 SCHEDULE E PROJECT SCHEDULE 52 SCHEDULE F GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT 53 SCHEDULE G INSURANCE AND SWORN AFFIDAVITS 54 ii CITY APPROVED A & E FORM (AUGUST 201 0) J5 TERMS AND CONDITIONS O S OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC. FOR PROFESSIONAL ARCHITECTURE AND ENGINEERING (A/E) SERVICES FOR THE COLLINS PARK GARAGE PROJECT This Agreement made and entered into this3-aday of 2012 (Effective Date), between the City of Miami Beach, a municipal corporation existing under the laws of the State of Florida, having its principal office at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter referred to as the "City ") and a Joint Venture of Zaha Hadid Limited t/a Zaha Hadid Architects, a company certified by the Registrar of Companies for England and Wales, having its principal office at 10 Bowling Green Lane, London, EC1 R OBQ, United Kingdom (which may also be referred to herein and in the attached Schedules as the "Prime Architect or the "P.A. "); and Berenblum Busch Architecture, Inc., a Florida corporation having its principal office at 848 Brickell Avenue, Suite 625, Miami, Florida, 33131 (which may also be referred to herein and in the attached Schedules as the "Executive Architect" or the "E.A. "). For purposes of this Agreement and the attached Schedules, the term "Design Professional" shall refer to the Joint Venure of the P.A. and the E.A. created for purposes of this Agreement. WITNESSETH: WHEREAS, the City intends to undertake a project within the City of Miami Beach, which is more particularly described in the Scope of Services attached as Schedule "A" hereto, and wishes to engage the Design Professional to provide specific professional services 3 i r including, limitation, A/E services, for the Project at the agreed upon fee set forth in this 9 J g p Agreement; and WHEREAS, the Design Professional desires to contract with the City for performance of the aforestated professional services relative to the Project, as hereinafter set forth; and NOW THEREFORE, the City and the Design Professional, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY: The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. • 1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized representatives designated in writing (including the Project Coordinator) with respect to any specific matter(s) concerning the Services and /or this Agreement (exclusive of those authorizations reserved to the City Commission or regulatory or administrative bodies having jurisdiction over any matter(s) related to the Project, the Services, and /or this Agreement). 1.4 DESIGN PROFESSIONAL: The entity referred to in this Agreement as "a Joint Venture of Zaha Hadid Limited T/A Zaha Hadid Architects and Berenblum Busch Architecture, Inc." and consisting of the P.A. and the E.A. as its only members. 1.5 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean "Request for Qualifications (RFQ) No. 31- 10/11, for Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage ", issued by the City in contemplation of this Agreement, together with all amendments thereto (if any) (collectively, the "RFQ "), and the Primary Architect's proposal in response thereto (the "Proposal "), which is incorporated by reference to this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the 4 • Agreement shall prevail. 1.6 PRIME ARCHITECT AND EXECUTIVE ARCHITECT: The Prime Architect (also referred to as the "P.A. "), and the Executive Architect (also referred to as the "E.A. ") are the named entities on page 1 of this Agreement and who, as the only members of the Joint Venture of Zaha Hadid Limited T/A Zaha Hadid Architects and Berenblum Busch Architecture, Inc. (which Joint Venture is also referred to herein as the "Design Professional "), enter into this Agreement, each on their own behalf for the full performance of the Agreement, and to provide the Services described herein. The terms "Design Professional," "Prime Architect," and "Executive Architect" shall also be deemed to include any respective officers, employees, sub - consultants, agents, and any other person(s) or entity(ies) acting under the supervision, direction, or control of, respectively, the Design Professional, the P.A., or the E.A. Any sub - consultants retained by the Design Professional, the P.A., or the E.A. for the Project shall be subject to the prior written approval of the City Manager. The Design Professional shall be the party responsible for providing the Project Coordinator with copies of contracts with any sub - consultants. Any such contracts shall contain provisions that preserve • and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub - consultants. Any approval of a sub- consultant by the City shall not, in any way, shift the responsibility for the quality and acceptability by the City of work or services performed by the sub - consultant, from the Design Professional, the P.A., and /or the E.A., to the City. Payment of sub - consultants shall be the responsibility of the Design Professional, and shall not be cause for any increase in compensation to the Design Professional for payment of the Basic Services. The quality of work or services and acceptability to the City of such work or services performed by sub- consultants shall be the sole responsibility of the Design Professional, the P.A., and /or the E.A.. The sub - consultants expressly denoted in Schedule "A" hereto are hereby deemed approved by the City Manager for the Project. 1.7 PROJECT COORDINATOR: The "Project Coordinator' shall mean the individual designated in writing 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 during the design and construction (unless expressly provided otherwise in this Agreement or the Contract " 5 lam" • Documents). 1.8 BASIC SERVICES: "Basic Services" shall include those services which the Design Professional shall perform in accordance with the terms of the Agreement (and as required to complete the Project), and shall generally consisting of Planning Services, Design Services, Bidding and Award Services, Construction Administration Services, and Other Services; all as further described in Section 2.5, and Schedules "A" and Schedule "A -1" hereto (Schedule A -1, entitled "Outline of Deliverables," specifically denotes those Basic Services which will be performed primarily by the P.A., and those which will be performed primarily by the E.A.). Any - Services not specifically addressed as Basic Services shall be considered Additional Services (as defined herein). 1.9 PROJECT: The "Project" shall mean that certain City capital project that has been approved by the City Commission and that is described in Schedule "A" hereto. 1.9.1 Project Cost: The "Project Cost ", shall mean the estimated total cost of the Project established by the City, including the estimated Construction Cost and • Soft Costs. The Project Cost may, from time to time, be revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. 1.9.2 Project Scope: The "Project Scope" shall mean the description of the Project in Schedule "A" hereto. 1.10 CONSTRUCTION COST: The "Construction Cost" shall mean the sum which is the actual total cost to the City of the Work (as established in the Contract Documents, as same may be amended from time to time), 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 the construction cost for rehabilitation of historic buildings. 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 responsive and responsible bidder or proposer for such Work. 1.10.1 Construction Cost Budget:The "Construction Cost Budget" shall mean the amount budgeted by the City for the Construction Cost, as set forth in Schedule. "A" hereto. 6 1. 10.2 Statement Of Probable Construction Cost: The "Statement f Probable obable Construction Cost ". shall mean the latest approved written estimate of Construction Cost submitted by the Design Professional to the City, in a format approved by the Project Coordinator for Work for which bids or proposals have not been let, the Statement of Probable Construction Cost shall be the same as the Construction Cost. 1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency, such as hurricanes, tornadoes, floods, loss caused by fire, and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations ( "Applicable Laws," as defined in Section 2.3 hereof) enacted after the Effective Date of this Agreement; or other causes beyond the parties' control which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of the parties under this Agreement and which, by the exercise of due diligence, such parties shall not have been able to avoid; provided, however, that inclement weather (except as noted, • above), the acts or- omissions of sub - consultants and /or sub- contractors, market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the construction process, SHALL NOT be considered a Force Majeure. If the Design Professional is delayed in performing any obligation under this Agreement due to a force majeure, it shall request a time extension from the Project Coordinator within five (5) business days following the occurrence of said force majeure. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Design Professional. for extra compensation, unless Additional Services are required and approved pursuant to Article 5 hereof. 1.12 CONTRACTOR: "Contractor" shall mean the individual or individuals, firm, company, corporation, joint venture, or other entity contracting with the City for performance of the Work covered in the Contract Documents and shall include, but not be limited to, the General Contractor. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, and written amendments issued thereto), and the 7 , • documents re ared b the Design Professional in accordance with the requirements in p p Y g q Schedules "A" and "A -1" hereto. The Contract Documents shall also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the invitation to bid (ITB), instructions to bidders, bid form, bid bond, the Contract for Construction, surety payment and performance bonds, Conditions of the Contract for Construction (General, Supplementary, and other Conditions), Divisions 0 -17, Construction Documents, and approved Change Order(s). 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding agreement between City and Contractor for performance of the Work covered in the Contract Documents. 1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans, technical specifications, drawings, documents, and diagrams prepared by the Design Professional pursuant to this Agreement, which show the locations, characters, dimensions and details of the Work to be done, and which are part of the Contract Documents. 1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between the City, and the Design Professional, covering changes, additions, or reductions in the terms of this Agreement including, without .limitation, authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fee and /or completion dates. 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 (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 reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services, which the Design Professional shall perform, at the City's option, and which have been duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. 8 i 4 • 1.18 WORK: "Work" shall mean all labor, materials, tools, equipment, services, methods, procedures, etc. necessary or convenient to performance by Contractor of all duties and obligations proposed by the Contract Documents. 1.19 SERVICES: . "Services" shall mean all Basic Services and Additional Services, performed by the Design Professional under this Agreement. 1.20 SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction Costs including, without limitation, the Design Professional's costs for Basic Services and Additional Services, and costs for surveys, testing, consultants, financing, permitting fees, etc. 1.21 BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents recommended by the Design Professional (and approved by the City) as being within the Construction Cost Budget. The "Base Bid" shall not include Additive Alternates or Deductive Alternates. 1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope and Basic Services, as described in this Agreement and Schedules "A " "A -1" hereto; and any Additional Services (as defined herein and as approved by the City). 1.23 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A — Scope of Services. Schedule A- 1— Outline of Deliverables. Schedule B — Compensation. Schedule C — Hourly Billing Rate Schedule. Schedule D — Construction Cost Budget. Schedule E — Project Schedule. Schedule F — General Conditions of the Contract for Construction Schedule G — Insurance Requirements and Sworn Affidavits 9 ARTICLE 2. BASIC SERVICES 2.1 The Design Professional shall provide Basic Services for the Project, as required by the Contract Documents, and as set forth in Schedules "A" and "A -1" hereto (Schedule "A -1" specifically denotes the Basic Services which will be performed primarily by the P.A., and those which will be performed primarily by the E.A.). 2.2 The Services will be commenced upon issuance of the first Notice to Proceed which . shall be issued by the Project Coordinator and counter- signed by the Design Professional. A separate Notice to Proceed shall be required prior to commencement of each Task (as same are set forth in Schedule "A" hereto). These subsequent Notices to Proceed shall also be issued by the Project Coordinator, and counter - signed by the Design Professional. 2.3 As they relate to the Services and the Project, the Design Professional, and the P.A., and the E.A. individually, each jointly and severally warrant and represent to the City that they are knowledgeable of Federal, State, and local laws, ordinances codes, rules and regulations applicable in the jurisdiction in which the Project is located, including, without limitation, applicable Florida Statutes, and State of Florida codes, rules and regulations (including, without limitation, the Florida Building Code), and local (City of Miami Beach and Miami -Dade County) ordinances, codes, and rules and regulations enacted as of the Effective Date of this Agreement (collectively, "Applicable Laws "). As they relate to the Services and to the Project, the Design Professional, and the P.A., and the E.A. individually, each agree to comply with all such Applicable Laws. Recognizing that the construction of other projects within the City may affect scheduling of the construction for this Project, the Design Professional shall diligently coordinate performance of the Services with the City, through the Project Coordinator, in order to provide for the safe, expeditious, economical, and efficient completion of the Project, without negatively impacting concurrent work by others. The Design Professional shall coordinate the Services with all of the respective sub - consultants (whether of the Design Professional, the P.A., or the E.A.), as well as other consultants including, without limitation, City provided consultants (if any). 2.4 The Design Professional, and the P.A., and the E.A. individuall ch jointly and 10 I severally warrant and represent to the City that: (i) all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida; (ii) each is experienced and fully qualified to perform the Services; (iii) the Executive Architect is properly authorized and licensed to do business to perform the Services in the State of Florida; and, for purposes of this Agreement and the Services, shall serve as the "Architect of Record" for the Project; and (iv) they shall be responsible for the technical accuracy of the Services. 2.5 The Basic Services shall consist of five (5) Tasks: 1. Planning, 2. Design, 3. Bidding /Award, 4. Construction Administration, and 5. Other Services; all as further described in Schedules "A" and "A -1" hereto. The Basic Services shall also include, outline, and describe any and all of the P.A. and E.A.'s respective primary and secondary responsibilities and obligations with respect to the Project, including, without limitation, those as may be also set forth in the General Conditions of the Contract for Construction (attached as Schedule "F" hereto). 2.5.1 Planning Services: The Design Professional shall provide planning services for the Project, as required by the Contract Documents, and as set forth in Task 1 of Schedule "A" hereto (entitled "Planning Services "). 2.5.2 Design Services: The Design Professional shall prepare Design Documents for the Project, as required by the Contract Documents, and as set forth in Task 2 of Schedule "A" hereto (entitled "Design Services "). 2.5.3 Bidding and Award Services: The Design Professional shall provide bidding and award services for the Project, as required by the Contract Documents, and as set forth in Task 3 of Schedule "A" hereto (entitled "Bidding and Award Services "). 2.5.4 Construction Administration Services: The Desgin Professional shall provide construction administration services for 11 the Project, as required by the Contract Documents and as set forth in Task 4 of Schedule "A" hereto (entitled "Construction Administration Services "). 2.5.5 Other Services: The Design Professional shall provide other services for the Project, as required by the Contract Documents and as set forth in Task 5 of Schedule "A" hereto (entitled "Other Services "). 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and /or approvals issued by the City shall not constitute nor be deemed a release of the responsibility and liability of either the Design Professional, or of the P.A. or the E.A. individually (nor of any of their respective officers, employees, sub - consultants, agents, and any other person(s) or entity(ies) acting under the supervision, direction or control of, respectively, the Design Professional, or of the P.A. or the E.A.), for the accuracy and competency of their designs, working drawings, plans, technical specifications, or other technical documents, nor shall such approval and /or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, plans, technical specifications, or other technical documents, provided, however, that the Design Professional, and the P.A. and the E.A. individually, shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City pursuant to this Agreement, and shall be held harmless by the City for reliance upon such City - provided written decisions and approvals. 2.7 TIME: It is understood that in the completion of the Project, the parties agree as follows: 2.7.1 Term: Provided the Agrement has been approved by the Mayor and City Commission, the term of this Agreement (Term) shall commence upon execution by the last party to sign it (the Effective Date on page 1 hereof), and shall be in effect (unless otherwise terminated pursuant to Article 10 hereof) until all Services are completed. 2.7.2 The Design Professional shall each 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. 12 2.7.3 The Services shall b performed in manner e pe o ed a that shall conform with the approved Project Schedule, attached as Schedule "E" hereto. The Design Professional may submit requests for an adjustment (i.e. extension) to the Project Schedule, if made necessary because of undue delays resulting from untimely review taken by the City or its consultants (including, but not limited to, the Contractor), or other governmental authorities having jurisdiction over the Project, to approve the Design Professional's submissions, or any other portion of the Services requiring approval by the City or its consultants, or other governmental authorities having jurisdiction over the Project. The Design Professional shall expeditiously provide the Project Coordinator with written notice stating the reason for the particular delay; the requested adjustment to the Project Schedule; and a revised, anticipated schedule of completion. Upon receipt and review of the Design Professional's request (and such other documentation as the Project Coordinator may require), the Project Coordinator may grant a reasonable extension of time for completion of the particular work or services involved, and authorize that the appropriate adjustment be made to the Project Schedule. The Project Coordinator's approval (if granted) shall be in writing. 2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate the Agreement, as provided elsewhere herein. 2.8 The Design Professional shall make commercially reasonable efforts to maintain a constructive, professional, and cooperative working relationship with the Project Coordinator, the Contractor, and any and all other individuals and /or firms that have been contracted, or otherwise retained, by the City to perform work (including, without limitation, the Work) or services on the Project. 2.9 The Design Professional, and the P.A. and E.A. individually, shall each perform their respective duties under this Agreement in a competent, timely, and professional manner, and shall be jointly and severally liable to the City for any failure in their (respective) performance, except to the extent that acts or omissions by the City, and /or the Contractor, and /or any and all other individuals and /or firms that have been contracted or otherwise retained by the City to 13 perform work or services on the Project, make such performance impossible. The Design Professional, and the P.A. and the E.A. individually, shall each be responsible for the professional quality, technical accuracy, completeness, performance and coordination of their respective portions of the Services (including work or services performed by their respective sub - consultants), within the specified time period and specified cost. The Design Professional, and the P.A. and the E.A. individually, shall each perform the Services required under this Agreement utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient consultant with respect to the disciplines required for the performance of such work or services in the State of Florida. The Design Professional, and the P.A. and the E.A. individually, are each responsible for, and shall jointly and severally represent and warrant to the City, that the Services shall conform to the City's requirements for the Project (as set forth in the Agreement and the other Contract Documents). To the extent set forth in this Agreement, the Design Professional, and the P.A. and the E.A. individually, shall each be, and remain, jointly and severally liable to the City for all damages to the City including, without limitation, costs incurred by the City caused by the Design Professional's, and /or the P.A. or the E.A. individual, negligent acts, or errors, or omissions in the performance of the Services. In addition to all other rights and remedies which the City may have, the City may require that the Design Professional, at its sole cost and expense, re- perform all or any portion of the Services to correct any deficiencies which result from the either the Design Professional's, or the P.A. and /or the E.A.'s individual, failure to perform in accordance with the above standards. Neither the City's inspection, review, approval, or acceptance of, nor payment for, any of the Services required under the Agreement shall be construed to relieve the Design Professional, or the P.A. or the E.A. individually (or any of their respective sub - consultants, of their obligations and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or of any cause of action arising out of the performance of the Agreement. The Design Professional, and the P.A. and the E.A. individually (and their respective sub - consultants), shall each be, and remain, jointly and severally liable to the City `in accordance with Applicable Laws for all damages to the City including, without limitation, costs incurred by the City caused by any failure of the Design Professional, or the P.A. or the E.A. !individually (or any of their respective sub - consultants), to comply with the terms and conditions of the Agreement; or by the Design Professional's, or the P.A. or the E.A.'s individual (or any of their 14 i sub - consultants'), misconduct, unlawful acts, negligent acts, errors, or omissions in the performance of the Services. With respect to the performance of any .work and %or services by sub- consultants, the Design Professional, and the P.A. or the E.A. individually, shall, in approving and accepting such work and /or services, ensure the professional quality, completeness, and coordination of the sub - consultant's work product. 2.9.1 The Design Professional, and the P.A., and the E.A. individually, shall each be responsible for deficient, defective Services, and any resulting deficient, defective construction services re- performed within twelve (12) months following final acceptance of the Work, and shall be subject to further re- performance, repair and replacement for twelve (12) months from the date of initial re- performance, not to exceed twenty -four months (24) from final acceptance of the Work. 2.9.2 The Design Professional is advised that a performance evaluation of the Services rendered pursuant to this Agreement will be completed by the City, and kept in the City's files for evaluation of future solicitations. 2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for review to other consultants (engaged by the City at its expense and including, without limitation, contractors, other design professionals, and /or other consultants retained by the City) any or all parts of the Services, and the Design Professional. shall cooperate fully in such review(s). Whenever others are required to verify, review, or consider any Services performed by the Design Professional, the intent of such requirement is to enable the Design Professional to receive input from others' professional expertise; or to identify any discrepancies, or errors or omissions that are inconsistent with industry standards for design or construction of comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by the City under this Agreement. The Design Professional will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified by other reviewers in accordance with this subsection. The Design Professional shall receive comments from reviewers, in writing, including, without limitation (and where applicable), via a set of marked -up drawings and specifications. The Design Professional shall, address comments forwarded to it/them in a timely manner. The term "timely" shall be defined to mean as soon as possible under the circumstances, taking into account the timelines of the Project Schedule. 15 Notwithstanding the preceding, the Design Professional's review and responses to comments 9 p forward and to it/them by others to pursuant to this subsection, shall be deemed an Additional Service. 2.11 [Intentionally Omitted] 2.12 The Design Professional, agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and /or perform such Service(s), it shall employ and /or retain only qualified duly licensed certified personnel to provide same. Pursuant to the representation made to the City in subsection 2.4(iii), the City acknowledges that the Executive Architect is the individual /firm designated under this Agreement who /which is properly authorized and licensed to do business to perform the Services in the State of Florida, and who /which, as such, shall assume and be responsible for all work, services, and other services attributable to the "Architect of Record" for the Services and the Project. 2.13 The Design Professional agrees to designate, in writing, within five (5) calendar days after issuance of the first Notice to Proceed, a qualified licensed professional to serve as its project manager (hereinafter referred to as the "Project Manager'). The Project Manager shall be authorized and responsible to act on behalf of the Design Professional, and the P.A., and the E.A., with respect to directing, coordinating and administrating all aspects of the Services. The Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his /her designee (who in this case shall be the Project Coordinator). Replacement (including re- assignment) of an approved Project Manager shall also not be made without the prior written approval of the City Manager or his /her designee (i.e. the Project Coordinator). 2.13.1 The Design Professional agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or his /her designee (which notice shall state the cause therefore), to promptly remove and replace a Project Manager, or any other personnel employed or otherwise retained by the Design Professional, P.A. or the E.A. for the Project (including, without limitation, any sub - consultants). 2.14 The Design Professional agrees not to divulge, furnish, or otherwise make available to 16 an third art ies an non - public information concerning the Services or the Project, p Y( ), Y p 9 without the prior written consent of the City Manager or his /her designee (who shall be the Project Coordinator), unless such disclosure is incident to the proper performance of the Services; or the disclosure is required pursuant to Florida Public Records laws; or, in the course of judicial proceedings, where such information has been properly subpoenaed. The Design Professional shall also require all sub - consultants to comply with this subsection. 2.15 The City and the Design Professional acknowledge that the Scope of Services do not delineate every detail and minor work task required to be performed by the P.A. and the E.A. to complete the Project. If, during the course of performance of the Services, the P.A. and the E.A. determine that work and /or services should be performed to complete the Project which is, in their reasonable opinion, outside the level of effort originally anticipated in the Scope of Services, the Design Professional shall promptly notify the Project Coordinator, in writing, and shall obtain the Project Coordinator's written consent before proceeding with such work and /or servcies. If the P.A. or the E.A. proceed with any such additional work or service without obtaining the prior written consent of the Project Coordinator, said work or service shall be • deemed to be within the original Scope of Services, and deemed included as a Basic Service (whether or not specifically addressed in the Scope of Services). Mere notice by the Design Professional to the Project Coordinator shall not constitute authorization or approval by the City to perform such work or services. Performance of any such work or services by the P.A. or E.A. without the prior written consent of the Project Coordinator shall be undertaken at their sole risk and Liability. 2.16 The Design Professional shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and /or records. In addition, the Design Professional shall provide electronic document files to the City upon completion of the Project. 2.17 The City's participation in the design and construction of the Project shall in no way be deemed to relieve the Design Professional, and P.A. and the E.A. individually, of their respective professional duties and responsibilities under the Contract Documents or under Applicable Laws. .` 17 • 2.18 GREEN BUILDING STANDARDS: The Design Professional. shall comply with the requirements of Section 255.2575, .Florida Statutes, and Chapter 100 of the City Code, as both may be amended from time to time, addressing applicable Leadership in Energy and Environmental Design (LEED) compliance requirements. 2.19 SUB - CONSULTANTS: All work and services provided by sub - consultants shall be consistent with those commitments made by the P.A. in its Proposal, and during the competitive solicitation selection process and interview. Such work and services shall be undertaken and performed pursuant to appropriate written agreements between (as the case may be) the Design Professional, the P.A., or the E.A. and the particular sub - consultant, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub - consultants. Neither the Design Professional, nor the P.A '., or the E.A. shall retain, add, or replace any sub - consultant without the prior written approval of the City Manager, in response to a written request from the Design Professional stating the reasons for any proposed substitution. Any approval of a sub - consultant by the City Manager shall in no way shift the responsibility for the quality and acceptability by the City of the work or services performed by such sub- consultant, from the Design Professional, or the P.A. and the E.A. individually, to the City. The quality and acceptability of work or services performed by sub - consultants shall be the sole responsibility of the Design Professional, and the P.A. and the E.A. individually. The Design _ Professional shall cause the names of sub - consultants responsible for significant portions of the Services to be inserted in the plans and specifications. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's authorized representative to coordinate, direct, and review all matters related to this Agreement and the Project during the design and construction of same (except unless otherwise expressly provided in this Agreement or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to transmit instructions, receive inform t 18 ' U" • and inter ret and define City policies and decisions with respect to the Services and the p y p p e However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the Design Professional (or the P.A. or the E.A.) that would have the effect (or be interpreted as having the effect) of modifying or changing, (in any way) the following: a) the Scope of Services; b) the time within which the Design Professionalis obligated to commence and complete the Services; or c) the amount of compensation the City is obligated or committed to pay the Design Professional. 3.2 The City shall make available to the Design Professional all information that the City has in its possession pertinent to the Project. The Design Professional, and the P.A. and the E.A. individually, hereby each agree and acknowledge that, in making any such information available to the Design Professional, the City makes no express or implied certification, warranty, and /or representation as to the accuracy or completeness of such information. The P.A. and the E.A. hereby agree and acknowledge, that they are each responsible for verifying, to the extent they deem necessary, any and all information furnished by the City to the Design Professional -pursuant to this subsection, and that the City shall not be responsible for the accuracy and /or applicability of any or all such information used by the P.A. and the E.A. . Such verification may include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that the Design Professional, and the P.A. and the E.A. individually, have each satisfied themselves as to the reliability of the information. 3.3 [Intentionally Omitted] 3.4 At any time, in his /her sole discretion, and at the City's expense, the City Manager may furnish accounting, and insurance counseling services for the Project (including, without limitation, auditing services to verify the Design Professional's applications for payment, or to ascertain that the Design Professionalhas properly remitted payment due to sub - consultants or Vendors). 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or of ., 19 n non-conformance a y with the Contract Documents, the City, through the Project Coordinator, shall give prompt written notice thereof to the Design Professional. 3:6 The City, acting in its proprietary capacity as owner of the Project, and not in its regulatory capacity, shall render any administrative approvals and decisions required under this Agreement, in writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No proprietary City administrative approvals or decisions required under this Agreement, including any decisions by the City Manager and the Project Coordinator, shall be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have the right to approve or reject any such requests 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 Except where otherwise expressly noted in the Agreement or the Contract Documents, the City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfe, or subletting of this Agreement. Assignment and transfer shall be defined to also include sale of the majority of the stock of a corporate consultant. 3.7.3 Upon written request from the Design Professional, the City Commission shall hear appeals from administrative decisions of the City Manager or the Project Coordinator. In such cases, the Commission's decision shall be final and binding upon all parties. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction after the City Commission's decision becomes final. 3.7.4 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). . 20 3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve 'as the City's primary representative to whom administrative requests for proprietary decisions and approvals required hereunder by the City shall be made. Except where otherwise expressly noted in this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations which may include, without limitation, review, approval, or comment, in a proprietary capacity, upon the schedules, plans, reports, estimates, contracts, and other documents submitted to the City through the Design Professional. 3.8.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any sub - consultants (and any replacements). 3.8.2 The City Manager shall decide and render administrative decisions, in a proprietary capacity, on matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement. In his /her discretion, the City Manager may also consult with the City Commission on such matters. 3.8.3 At the request of the Design Professional, the City Manager shall be authorized, • but not required, to reallocate monies already budgeted toward payment of the Design Professioanl; provided, however, that the Design Professional's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be at the Commission's sole and reasonable discretion. 3.8.4 [Intentionally Omitted] 3.8.5 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); provided that no such amendments increase the Design . Professional's compensation or any of the other budgets established by this Agreement. 3.8.6 The City Manager may, in his /her 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 t it 's • 21 powers, duties and responsibilities under this Agreement or the other Contract p p 9 Documents. 3.8.7 The City Manager shall be the City Commission's authorized representative with regard to acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 4.1 The City has established the Construction Cost Budget for the Project, as set forth in Schedule "D ", attached hereto. 4.2 The Design Professional, and the P.A. and the E.A. individually, shall each use reasonable skill and care to represent to the City tha all estimates of Construction Cost prepared by the Design Professionalare true and correct in all material respects at the time they are submitted to the City for review. 4.3 The Design Professional, and P.A. and the E.A. individually, shall each represent to the City that the Design Professional's review and evaluation of the Construction Cost Budget, Statement of Probable Construction Cost, and any other cost estimates prepared (or otherwise provided) by the Design Professional for the Project, represent their best judgment as experienced design professionals familiar with the construction industry; provided, however, that the Design Professional, or the P.A. and the E.A., cannot (and do not) guarantee that bids or negotiated prices will not vary from any estimates of Construction Cost or other cost estimate(s) prepared (or otherwise provided) by them. 4.4' The Construction Cost Budget (as established in Schedule "D" hereto) shall not be exceeded without fully justifiable and unforeseen circumstances which are beyond the control of the parties (such as Force Majeure). Any expenditure above this amount shall be subject to prior City Commission approval which, if granted at all, shall be at the sole and reasonable discretion of the City Commission. The City Commission shall have no obligation to approve an increase in the Construction Cost Budget and, if such budget is exceeded, the City Commission may, at its sole and reasonable discretion, terminate this Agreement (and the remaining Services) for convenience, without any further liability to the City. • 22 � 'LV 4.5 If the lowest and best base bid exceeds the Construction Cost Budget b more than five g Y percent (5 %), the City Commission may, at its sole option and discretion, elect any of the following options: (1) approve an increase to the. Construction Cost Budget; (2) reject all bids, and (at its option) authorize re- bidding of the Project; (3) abandon the Project and terminate the remaining Services for convenience without any further liability to the City; (4) select as many Deductive Alternatives as may be necessary to bring the lowest and best bid within the Construction Cost Budget; or (5) work with the Design Professional to reduce the Project Scope, construction schedule, sequence of Work, or such other action, as deemed necessary, to reduce the Construction Cost Budget. In the event the City elects to reduce the Project Scope, the Design Professional shall provide any required revisions to the Contract Documents (including, without limitation, the Construction Documents), and provide re- bidding services, as many times as reasonably requested by the City, at no additional cost to the Cily, in order to bring any resulting, responsive and responsible bids within five percent (5 %) of the Construction Cost Budget. i ARTICLE 5. ADDITIONAL SERVICES I 5.1 Additional Services shall only be performed by the Design Professional following receipt i of written authorization by the Project Coordinator (which authorization must be obtained prior to commencement of any such additional work by the Design Professional). I The written authorization shall contain a description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule "C" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of Reimbursable Expenses, the maximum cumulative expenses allowable), which the Design Professional shall not exceed without further written authorization of -the Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable through time sheets (and, for Reimbursables, expense reviews), 5.2 Additional Services may include, but not be limited to, the following: 23 5.2.1 Providing additional work or services relative to the Project which arises from subsequent circumstances and causes which do not currently exist, or which are not contemplated by the parties at the time of execution of this Agreement, including changes in Applicable Laws, but excluding circumstances and causes resulting from error, omission, inadvertence, or negligence of the Design Professional, or of the individual P.A. or the E.A. 5.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error, omission, inadvertence, or negligence of the Design Professional, or of the individual P.A. or the E.A. 5.2.3 [Intentionally Omitted] 5.2.4 Assistance in connection with bid protests, or re- negotiating contracts. ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are an allowance set aside by the City and shall include actual expenditures made by the Design Professional in the interest of the Project. The Reimbursable Expenses allowance, as specified in Schedule °B" hereto, belongs to, and shall be controlled by, the City. Any money not authorized by the City to be used for Reimbursable Expenses shall remain with the City (i.e. unused portions will not be paid to the Design Professional). Notwithstanding the Reimbursable Expenses allowance, any request for Reimbursable Expenses from such allowance, in excess of $500, must be authorized, in advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted by the Design Professional to the Project Coordinator (along with any supporting receipts and other back -up material requested by the Project Coordinator). The Desgin Professional (as the case may be) shall certify as to each such invoice and /or voucher that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement." 6.2 Reimbursable Expenses may include, but not be limited to, the following: 6.2.1 Cost of reproduction, courier, and postage and handling of drawin plan 24 specifications, and other Project documents (excluding reproductions for th p 1 ( g p e office use of the Design Professional and its sub - consultants, and courier, postage and handling costs between the Design Professional and its sub- consultants). 6.2.2 Costs for reproduction and preparation of graphics for community workshops. 6.2.3 Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over the Project (i.e. City permit fees). ARTICLE 7. COMPENSATION FOR SERVICES 7.1 The Design Professional's "Not to Exceed" fee for provision of Basic Services (which includes all Basic Services to be provided by the P.A. and the E.A.) shall be $2,851,823, with a Reimbursable Expenses allowance of $100,000, all as specified in Schedule "B" hereto. 7.2 Payments for Services shall be made within thirty (30) calendar days of receipt and approval of an acceptable invoice (submitted by the Design Professional) by the Project Coordinator. The Project Coordinator shall make reasonable good faith efforts to process and approve all submitted invoices within ten (10) calendar days of receipt by the City. Payments shall be made to the Design Professional in proportion to the Services satisfactorily performed, so that the payments for Services never exceed the progress percentage noted in the Progress Schedule (to be submitted with each invoice). No mark- up shall be allowed on subcontracted work: 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be included with a payment request. No mark -up shall be allowed on Additional Services (whether sub- contracted or not). Additional Services are not included in the "Not to Exceed" fee for provision of the Basic Services set forth in Section 7.1 above. 7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up to the "Not to Exceed" Reimbursable allowance amount in Schedule "B" hereto. Any request for payment of Reimbursable Expenses shall also be included with a payment request. No mark - up shall be allowed on Reimbursable Expenses. Reimbursable Expenses are not included -in t 25 "Not to Exceed" fee for provision of the Basic Services set forth in Section 7.1 above. 7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive approved and executed by the City Manager, adjust and proportionately increase the fees included in the Hourly Billing Rate Schedule in Schedule "C" hereto, to reflect a corresponding increase in the Consumer Price Index (CPI) on a year to year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban area; provided, however, that in no event shall any annual increase exceed three percent (3 %). 7.6 No retainage shall be made from the Design Professional's compensation on account of sums withheld by the City on payments to Contractor. 7.7 METHOD OF BILLING AND PAYMENT. The Design Professional (acting on behalf of itself and on behalf of the P.A. and the E.A. individually) shall invoice the Project Coordinator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the Services performed (including the portion of the Services performed by the P.A. and the E.A., respectively). For Services charged hourly, the total hours of work or services performed by employee category, and the respective hourly billing rate associated therewith, will also be supplied. In the event sub - consultant work is used, the percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional Services and /or Reimbursable Expenses. A copy of the written approval of the Project Coordinator for the requested Additional Service(s) or Reimbursable Expense(s) shall accompany the invoice. 7.7.1 If requested, the Design Professional shall provide back -up for past and current invoices that records hours for all work (by employee category), and cost itemizations for Reimbursable Expenses (by category). 7.7.2 The City shall pay the Design Professional on pay requests within thirty (30) calendar days from receipt and approval of an acceptable invoice by the Project Coordinator. Payment on an invoice by the City to the Design Professional shall not only be deemed to constitute payment to the Design Professional, but also to the P.A. and the E.A. individually (and any respective sub - consultants), for the portion of Services performed and referenced within such pay nt • 26 ( g an including and re uest/invoice approved Additional and /or Reimbursable q Y pp Expenses claimed therein). 7.7.3 Upon completion of the Services, the Design Professional's final payment shall require the prior written approval of the City Manager before disbursement of same. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 8.1 All books, records (whether financial or otherwise), correspondence, technical documents, and any other records or documents related to the Services and /or Project will be available for examination and audit by the City Manager, or his /her authorized representatives, at the Executive Architect's office (at the address designated in Article 15 [ "Notices "]), during customary business hours. All such records shall be kept at least for a period of three (3) years after the P.A. and E.A.'s completion of the Services. Incomplete or incorrect entries in such records and accounts relating to personnel services and expenses may be grounds • for the City's disallowance of any fees or expenses based upon such entries. The Design Professional shall also bind its sub - consultants to the requirements of this Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications,, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in paper or other hard copy medium or in electronic medium (collectively, "Intellectual Property ") shall be and remain the property of the Primary Architect subject to the terms and conditions of this Article 9. 9.2 Without limiting the foregoing, the Primary Architect shall retain all rights to the Intellectual Property ( "Intellectual Property Rights "), and shall have the right to be identified as the author of the Project in whole or in part and to assert such right at any time. 9.3 The City shall not be entitled to make, nor authorize or permit others to make, any 27 material change to the product of the Design Professional's Services without the Primary Architect's prior written consent. A "material change" is one that has a materially adverse impact upon the aesthetic of the Project. The Primary Architect shall have the right to withdraw its endorsement of the Project and the use of the Mark (as defined below) in the event of any damage to the goodwill and reputation if the City amends, alters or deviates without limitation from the designs, drawings and plans approved by the Primary Architect in the construction of the Project. 9.4 Subject to full payment of the fees due for the Services delivered, and, in the case of termination of the Agreement pursuant to subsection 10.1, 10.2 or 10.3, subject to payment of Services satisfactorily performed and accepted up to termination date, the Design Professional, and the P.A. and the E.A. individually, hereby each grant to the City an exclusive license of the Intellectual Property Rights ( "IP License ") to use, copy and reproduce the product of their Services for the purpose of a single construction of the Project, for the avoidance of doubt, including (without limitation), the construction, completion, maintenance, alteration, modification, reinstatement, repair, full or partial destruction, use, letting, lending, donating, sale, or advertisement of the Project or the City's interest in it, or any part of it. The City shall not re -use the Intellectual Property on any future project and the City agrees that neither the Design Professional, nor the P.A., or the E.A. individually, shall have any liability to the City arising out of any re -use by the City of the Intellectual Property. 9.5 The City or anyone authorized by the City shall be entitled to grant sub - licenses of the IP License, provided that such sub - license contains the same obligations as in the IP License and the City is solely responsible for the sub- licensees adherence to its terms. 9.6 Zaha Hadid is a registered trade mark ( "Mark ") and any use or association of the Mark by the City in association with the Project or otherwise is subject to the following conditions: Subject to full payment of the fees due for the Services delivered by the Design Professional, the Primary Architect hereby grants to the City a non - exclusive license to use the Mark solely in association with the Project including the promotion and advertisement of the Project ( "Trade Mark License "). For the avoidance of doubt there are no visual images of the proprietor attached to the Trade Mark License. 9.7 The City acknowledges the proprietary rights in the Mark and agrees that it shall not • 28 obtain any rights or goodwill in the Mark, and shall not attempt, or permit others to attempt, to register the Mark or anything similar to it in any jurisdiction. 9.8 The City shall ensure that the Mark, as well as the name of the E.A.'s firm, shall be clearly visible on the Project building in such prominence and form as would be in accordance with industry standards and shall further ensure that the Mark (including, the name of the E.A.'s firm) appears on all duplications of the products of the Services as are procured by or on behalf of the City. 9.9 The City undertakes that it will not do or permit others to do anything which is derogatory or detrimental to the goodwill and reputation of the Primary Architect and the Mark; and the name, and endorsement of the P.A. and /or the Mark shall not be used for any purpose other than that provided under the Trade Mark License, without the written prior consent of the P.A. 9.10 The City and the P.A. shall promptly notify the other in writing if they becomes aware of any: 9.10.1 Actual or suspected infringement of the Intellectual Property Rights, including the Mark, by any third party ( "Infringement "); and /or ' • 9.10.2 Claims made or threatened b an third party, the Intellectual Property Y Y p Y, p Y Rights, including the Mark, infringe the rights of such third party ( "Claim "). In the case of subsections 9.10.1 or 9.10.2: Where the Infringement or Claim relates to the Intellectual Property Rights and /or rights in the Mark licensed to the City under the terms of this Agreement, the City shall be entitled to conduct any claims or proceedings and shall bear all costs of the same and shall be entitled to retain all sums recovered in any action for its own account. Where the Infringement or Claim relates to intellectual property rights of the Primary Architect not licensed under the terms of this Agreement, or (i) where the City elects by notice in writing to the P.A. not to conduct any claim or proceedings, or (ii) where the City fails to so notify or, (iii) fails to commence any proceedings within thirty (30) days of receipt of notification of them (in accordance with subsection 9.10 above), then the P.A. shall be entitled to conduct any claims or proceedings and shall bear all costs of the same and shall be entitled to retain all sums recovered in any action for its own account. • 29 Both parties shall provide to the other all assistance that it may reasonably require in the conduct of any claims or proceedings. 9.11 The P.A. is entitled to the full range of remedies available under the jurisdiction for the infringement of the P.A.'s Intellectual Property Rights and /or Mark. 9.12 Nothing contained herein shall be deemed 1) to exclude any document from Chapter 119, Florida Statutes; or 2) notwithstanding subsection 9.3, in particular, a waiver of the City's rights, both in its proprietary and regulatory capacity, to comment upon, recommend changes to, and /or otherwise amend, alter, or deviate from the Desin Professional's designs, drawings, and plans, to the extent required to obtain any and all required design and other regulatory approvals for construction of the Project. 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 either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City provided that the Design Professional shall be entitled to payment for all Services satisfactorily performed and accepted up to the termination date, Reimbursable Expenses incurred through the date of termination, and for the Design Professional's respective costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 10.2.3 below). 10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this Agreement (which termination shall terminate the Agreement as to both the Design Professional and as to the P.A. and the E.A. individually) for cause, upon written notice to the Design Professional, in the event that either the Design Professional, or the individual P.A. or the E.A. (hereinafter, the "defaulting party "): (1) violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the defaulting party shall first be granted a thirty (30) day cure period (commencing upon receipt of the initi wri n 30 notice of default from the City); provided, however, if the nature of the cause is such that the Project Coordinator determines that it cannot be cured within thirty (30) days, the City agrees to provide the defaulting party with an additional reasonable time to cure up to a maximum of ninety (90) days from the defaulting party's receipt of the initial notice; and provided, further, that the defaulting party has (i) advised the City in writing of the reasons why cure cannot be completed in thirty (30) days, (ii) commenced cure within the initial thirty (30) day period, and (iii) is diligently and in good faith proceeding with its cure efforts.. 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Design Professional, and the P.A. and the E.A. individually, shall each be jointly and severally liable to the City for any additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 10.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay for those Services satisfactorily performed and accepted up to the date of termination and applicable Reimbursable Expenses (as such date is set forth in, or can be calculated from, the City's initial written default notice). Upon payment of any amount which may be due to the Design Professional pursuant to this subsection 10.2.2, the City shall have no further liability to either the Design Professional, or to the P.A. or the E.A. individually, with respect to this Agreement or the Project. 10.2.3 As a condition precedent to release of any payment which may be due to the Design Professional under subsection 10.2.2, the Design Professional shall promptly assemble and deliver to the Project Coordinator any and all Project documents prepared (or caused to be prepared) by it (including, without limitation, those referenced in subsection 9.1 hereof, but which shall remain subject to the conditions of Article 9). The City shall not be responsible for any cost incurred by either the Design Professional, or the P.A. or the E.A. 31 individually, for assembly, copy, and /or delivery of Project documents pursuant to Y Y pY rY J p this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the City, through the City Manager, may also terminate this Agreement (which termination shall terminate this Agreement as to both the Design Professional and as to the P.A. and the E.A. individually), upon fourteen (14) days prior written notice to the Design Professional, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be in the best interest of the City. In the event the City terminates the Agreement for convenience, the Design Professional shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), Reimbursable Expenses incurred through the date of termination, and for the its costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 9.1, but which shall remain subject to the conditions of Article 9). Upon payment of any amount which may be due to the Design Professional pursuant this subsection 10.3, the City shall have no further liability to either the Design Professional, or to the P.A. or the E.A. • individually, with respect to this Agreement or the Project. 10.4 TERMINATION BY THE DESIGN PROFESSIONAL: Only the Design Professional (and not the P.A. or the E.A. acting in their individual capacity) may terminate this Agreement, and then only for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment of the Services or any portion thereof to the Design Professional. In the event of a termination for cause, which can only be initiated by the Design Professional, the City shall pay the Design Professional for any Services satisfactorily performed and accepted up to the date of termination; provided, however, that the City shall first be granted a thirty (30) day cure period (commencing upon receipt of the Design Professional's initial written notice). 10.4.1 Neither the Design Professional, nor the P.A. or the E.A., individually, shall have the right to terminate this Agreement for convenience. 10.5 IMPLEMENTATION OF TERMINATION:_ In the event of termination (whether for cause or for convenience), the Design Professional shall immediately, upon receipt of the City's written notice of termination: (1) stop (or cause to stop) the performance of Services; (2 place 32 no. further orders or issue an other subcontracts y of a subco t acts (or ensure that no further ordrs have been placed or subcontracts issued), except for those which may have already been approved, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts (or ensure that all existing orders and subcontracts have been terminated); and (4) promptly assemble (or cause to be assembled) all Project documents (for delivery to the Project Coordinator). If following any termination of this Agreement the City modifies the Project or any components thereof, and that in the event of any such modifications that, in the reasonable opinion of the P.A., result in a deviation from the P.A.'s original design, at P.A.'s request, the City shall refrain from identifying the Project as being designed by the P.A. 10.6 "KEY PERSON" CLAUSE: The parties hereby acknowledge and agree that the City's award of the RFQ and its subsequent decision to negotiate, approve, and execute this Agreement, was (and is) premised upon the following assumptions and findings: (1) that Zaha Hadid Architects will be the Primary Architect for the Project, and —as the Primary Architect— will perform the Services commensurate therewith (as referenced in this Agreement and in the attached Schedules "A" and "A -1" hereto); (2) that the Project will be designed, constructed • and, once completed, recognized as a Zaha Hadid building; and (3) that the r ongoing retention and contractual participation of Zaha Hadid and Associates as the Primary Architect is of integral and primary consideration to the City in its determination to proceed with the design, development, and construction of the Project. Accordingly, if at any time during the Term of this Agreement, Zaha Hadid Architects, is no longer contractually a part of this Agreement, or otherwise ceases to be the Primary Architect for the Project, then the City Commission, at its sole option and discretion, may elect to terminate this Agreement for cause, in accordance with the provisions of subsection 10.2 hereof. ARTICLE 11. INSURANCE 11.1 At all times during the Term of this Agreement, the Design Professional shall be solely responsibly for ensuring to the City (and shall require) that the PA. and the E.A. each maintain the following required insurance coverage in full force and effect. Neither the P.A. or the E.A. shall commence any Services until the Design Professional has provided satisfactory proof of the P.A. and the E.A.'s required insurance coverage to the Project Coordinator: (a) Professional Liability Insurance, in the amount of one million dollars ($1,00 ,0 33 • per occurrence, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. The P.A. and the E.A. shall each notify the Project Coordinator, in writing, within thirty (30) days of any claims filed or made against their respective Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of one million dollars ($1,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each occurrence, which shall include products, completed operations, and contractual liability coverage. The City of Miami Beach, Florida must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits required under Florida law. 11.2 The P.A. and the E.A. must give the Project Coordinator at least thirty (30) days prior written notice of cancellation or of substantial modifications in any of their respective required insurance coverage. All certificates and endorsements shall contain this requirement. 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 by insurance companies duly authorized to do business in the State of Florida, and.countersigned by the company's Florida resident agent. 11.4 The P.A. and the E.A. shall each provide the Project Coordinator with a certificate of insurance of all required insurance policies. The City reserves the. right to require a certified copy of such policies, upon written request to the P.A. or the E.A. (as the case may be). ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 12.1 PRIMARY ARCHITECT'S INDEMNIFICATION: Pursuant to Section 725.08, Florida Statutes, the P.A. shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities,. from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the P.A., and /or any other persons employed or utilized by the P.A., in the performance of the P.A.'s Services pursuant to this Agreement and 34 (as such Services are also denoted in Schedules "A" and "A -1" hereto). The P.A. shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The P.A. expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided by the P.A., shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided 12.2 The P.A. agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the P.A. in which the City participated, either through review or concurrence of the P.A.'s actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the P.A., the City in no way assumes or shares any responsibility or liability of the P.A. (including, without limitation its sub - consultants) under this Agreement. . 12.3 EXECUTIVE ARCHITECT'S INDEMNIFICATION: Pursuant to Section 725.08, Florida Statutes, the E.A. shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, .recklessness, or intentionally wrongful conduct of the E.A., and /or any other persons employed or utilized by the E.A. in the performance of the E.A.'s Services pursuant to this Agreement (and as such Services are also denoted in Schedules "A" and "A -1" hereto). The E.A. shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The E.A. expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided by the E.A., shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided 12.4 The E.A. agrees and recognizes that the City shall not be held liable or responsible for 35 • an claims which may result from an negligent, reckless or intentional) wrongful actions Y Y Y Y 9 errors or omissions of the E.A. in which the City participated, either through review or concurrence of the E.A.'s actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the E.A., the City in no way assumes or shares any responsibility or liability of the E.A. (including, without limitation its sub - consultants) under this Agreement. ARTICLE 13. ERRORS AND OMISSIONS 13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes categorized by the City as caused by an error, an omission, or any combination thereof, in the Contract Documents that were prepared by the Design Professional will constitute an additional cost to the City that would not have been incurred without the error. The damages to the City for errors, omissions, or any combination thereof shall be calculated as the total cost of any damages or incremental costs to the City resulting out of the errors or omissions by the Design Professional. Damages shall include delay damages caused by the error, omission, or any combination thereof. Should the Design Professional disagree that all or part of such damages are the result of errors, omissions, or any combination thereof, then the Design Professional may appeal this administrative determination, in writing, to the City's Capital Improvement Projects Director (the Director). The Director's decision on all claims, questions and disputes shall be administratively final, conclusive, and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. In the event that the Design Professional - does not agree with the decision of the Director, the Design Professional, shall present any such objections, in writing, to the City Manager. The Director and the Design Professional, shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction in a de novo proceeding after the above administrative remedies have been exhausted. ARTICLE 14. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its 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 al "N to 36 Exceed" amount of the fee to be paid to the Design Professional. under this . Agreement, less any amount(s) actually paid to it hereunder. The Design Professional, and the P.A. and the E.A. individually, each hereby express their willingness to enter into this Agreement, with their total collective recovery from the City for any damages for action for breach of contract to be limited to the total "Not to Exceed" fee specified under this Agreement, less any amount(s) actually paid by the City to the Design Professional hereunder. Accordingly, and notwithstanding any other term or condition of this Agreement, the Design Professional, and the P.A. and the E.A. individually, hereby agree that the City shall not be liable to them, collectively, for money damages due to an alleged breach by the City of this Agreement, in an amount in excess of the total "Not to Exceed amount" of the Design Professional's fee under this Agreement, which amount shall be reduced by any amount(s) actually paid by the City to the Design Professional hereunder. Nothing contained in this subsection, 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, with respect to tort liability. The Design Professional, and the P.A. and the E.A. individually, each desire to enter into this Agreement only if in so doing they can place a limit on their total collective liability for any cause of action for money damages due to an alleged breach by the Design Professional (including a breach by the individual P.A. or the E.A.) of this Agreement, so that their total collective liability for any such breach never exceeds the total "Not to Exceed" amount of the fee to be paid to the Design Professional under this Agreement. The Design Professional, and the P.A. and the E.A. individually, each hereby express their willingness to enter into this Agreement, with the City's total recovery from the Design Professional, and the P.A. and the E.A. individually, for any damages for action for breach of contract to be limited to a maximum equal to the total "Not to Exceed" fee to be paid to the Design Professional under this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, the City hereby agrees that the Design Professional, and the P.A. and the E.A. individually, shall not be liable to it, in total, for money damages due to an alleged breach by the Design Professional, or by the individual P.A. or the E.A., of this Agreement, in an amount in excess of the tot "No o 37 • Exceed" amount of the fee to be aid to the Design Professional under this Agreement. p 9 9 Nothing contained in this subsection, 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, with respect to tort liability. Notwithstanding the City's agreement to limit the Design Professional (and the P.A. and E.A.'s) liability to the City in the event of an action for money damages for breach of this Agreement by the Design Professional (or the individual P.A. or the E.A.), the aforestated limitation of liability SHALL NOT apply to any cause of action for damages as a result of the Design Professional's, or the individual P.A. or the, E.A.'s, errors, omissions, or any combination thereof (as set forth in Article 13 hereof; or for any damages, liabilities, lossess, and costs sustained by the City, and its officers, employees, contractors, and agents, to the extent caused by the misconduct, unlawful acts, negligence, recklessness, or intentionally wrongful conduct of the Design Professional, or the individual P.A. or the E.A., or any of their respective officers, employees, subconsultants, agents, and any other person(s) or entity(ies) acting under their supervision, direction, or control. ARTICLE 15. NOTICE All written notices given to City by the Design Professional shall be addressed to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Jorge Gonzalez, City Manager With a copy to: Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fernando Vazquez P.E., CIP Director 38 All written notices iven to the Design Professional from the City shall g g y be addressed to. [INSERT ADDRESS FOR D.P.] With a copy to.the Prime Architect (P.A.) at: Zaha Hadid Limited 10 Bowling Green Lane London EC1 R OBQ Attn: Christoper Lepine, Associate and With a copy to the Executive Architect (E.A.) at: Berenblum Busch Architecture, Inc. 848 Brickell Avenue Suite 625 Miami, Florida 33131 Attn: Gustavo Berenblum, Principal and With a copy to: Richard_ Daniels, Esquire Daniels Kashtan, P.A. 3300 Ponce de Leon Blvd. Coral Gables, Florida 33134 All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested or recognized overnight courier such as Federal Express, Express Mail or DHL. Notices may also be sent by electronic means such as ,email or facsimile provided that such notice is followed up with a hard copy n the manner set forth in the preceding sentence. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to pri � of 39 conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, THE CITY, DESIGN PROFESSIONAL, AND THE P.A., AND THE E.A. INDIVIDUALLY, EACH EXPRESSLY WAIVE ANY RIGHTS SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: The Design Professional, and the P.A. and the E.A. individually, each agree that they will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act • (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction -for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bid on 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. For violation of this subsection by either the Design Professional, or the individual P.A. or the E.A., City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of the Design Professional. 16.4 NO CONTINGENT FEE: The Design Professional, and the P.A. and the E.A. individually, each warrant and represent to the City that none of them have employed or retained any company or person, other than a bona fide employee working solely for the Design Professional, or for the P.A. or the E.A., to solicit or secure this Agreement, and that they have not paid or agreed to pay any person, company, corporation, individual or firm, other tha 40 bona fide employee working solely for the Design Professional, or for the P.A. or the E.A., 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 subsection, the City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 16.5 LAWS AND REGULATIONS: 16.5.1 The Design Professional, and the P.A. and the E.A. individually, shall each, during the Term of this Agreement, be governed by any and all Applicable Laws which may have a bearing on the Services and the Project. 16.5.2 Project Documents In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt from the provisions of • Section 119.07(1), Florida Statutes (inspection and copying of public records), and s. 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or related to the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Design Professional, and the P.A. and the E.A. individually, each agree to abide by all applicable Federal, State, and City procedures, as may be amended from time to time, by which the documents are handled, copied, and distributed which may include, but is not limited to, each employee of either the Design Professional, the P.A. or the E.A., and their respective s - 41 consultants that will be involved in the Project being re uired to J g q sign an agreement stating that they will not copy, duplicate, or distribute the documents unless authorized by the City Manager, in writing. 16.5.2.2 The Design Professional, and its respective sub- consultants each agree that a current set of the Project documents shall at all times be kept and maintained in a secure location in Miami -Dade County, Florida (which location shall be the E.A.'s principal place of business, as set forth in the "Notices" section of-this Agreement ([Article 15 hereof]). 16.5.2.3 Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. 16.5.2.4 A log is developed to track each set of documents logging in the date, time, and name of the individual(s) that work on or view the • documents. 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The P.A. and the E.A. shall prepare, without added compensation, all necessary supplemental documents to correct errors, omissions, and /or ambiguities which may exist in the Contract Documents prepared by the P.A. and the E.A., including documents prepared by their respective sub - consultants. Compliance with this subsection shall not be construed to relieve the P.A. or the E.A. from any liability resulting from any such errors, omissions, and /or ambiguities in the Contract Documents and other documents or Services related thereto. 16.7 WARRANTY: The Design Professional, and the P.A. and the E.A. individually, each warrant to the City that the Services furnished under this Agreement shall conform to the quality expected of and usually provided by the profession in the State of Florida applicable to the design and construction of public parking garage facilities. 16.8 NON- EXCLUSIVITY: Notwithstanding any provision of this non - exclusive Agreement, the City is not precluded from retaining or utilizing any other architect, engineer, desi n 42 I r fe i I p o ssiona or other consultant to perform any incidental Basic Services, Additional Services, or other professional services within the contract limits defined in the Agreement. The Design Professional, and the P.A. and the E.A. individually, shall each have no claim against the City as a. result of the City electing to retain or utilize such other architect, engineer, design professional, or other consultant to perform any such incidental Services. 16.9 ASSIGNMENT: Neither the Design Professional, nor the P.A. or the E.A. individually, shall assign, transfer or convey this Agreement to any other person, firm, association or corporation, in whole or in part, without the prior written consent of the City Commission, which consent, if given at all, shall be at the Commission's sole option and discretion. However, the above parties will be permitted to cause portions of the Services to be performed by sub - consultants, subject to the prior written approval of the City Manager. 16.10 SUCCESSORS AND ASSIGNS: The Design Professional, the P.A., the E.A., and the -City each bind their selves and their respective partners, successors, legal representatives, and assigns to the other party of the Agreement, and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. The Design Professional, the P.A., and the E.A. shall each afford the City (through the City Commission) the opportunity to approve or reject all proposed assignees, successors or other changes in the ownership structure and composition of either the Design Professional, the P.A., or the E.A.. Failure to do shall constitute a breach of this Agreement.' 16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the P.A. and the E.A. to provide all salaries, wages, materials, equipment, sub - consultants, and other purchased services, etc., as necessary to complete said Services. 16.12 INTENT OF AGREEMENT: 16.12.1 The intent of the Agreement is for the Design Professional, through the P.A. and the E.A., to provide design services, and to include all necessary items for the proper completion of such services for a fully functional Project which, when constructed in accordance with the design, will be able to be used by the City for its intended purpose. The es n 43 ; Professional. shall perform, as Basic Services, such incidental work which may not be specifically referenced, as necessary to complete the Project. 16.12.2 This Agreement is for the benefit of the parties only and it does not grant rights to a third party beneficiary, to any person, nor does it authorize anyone not a party to the Agreement to maintain suit for personal injuries, professional liability, or property damage pursuant to the terms or provisions of the Agreement. 16.12.3 No acceptance, order, payment, or certificate of or by the City, or its employees or agents, shall either stop the City from asserting any rights or operate as a waiver of any provisions hereof or of any power or right herein reserved to the City or of any rights to damages herein provided. 16.13 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless memorialized in written document approval and executed with the same formality and of equal dignity herewith. [REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK. SIGNATURES ON FOLLOWING PAGES] 44 IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. Attest CITY OF MIAMI BEACH r CITY CLERK 1 B M OR INCORP ORATED. ' * [DESIGN PROFESSIONAL SIGNATURES ON FOLLOWING PAGE] APPROVED AS TO FORM & LANGUAGE & FnR EXECUTION it J ncW ate 45 'I NOTE: THE PARTIES EXECUTING BELOW HEREBY AGREE AND ACKNOWLEDGE THAT THEY ARE AUTHORIZED TO SIGN THE AGREEMENT BOTH (1) ON BE OF ONE OF THE TWO (2) MEMBERS OF THE JOINT VENTUR, AND (( THE PRIME ARCHITECT AND IND HE EXECUTIV ARCHITECT OF E C AND, ACCORDINGLY, BY SUCH EXECUTION HEREINBELOW, THEY DO HEREBY BIND THE JOINT VENTURE (DESIGN PROFESSIONAL), AND THE PRIME ARCHITECT AND EXECUTIVE ARCHITECT INDIVIDUALLY, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. DESIGN PROFESSIONAL /A JOINT VENTURE OF ZAHA HADID LIMITED AND BERENBLUM BUSCH ARCHITECTURE, INC. Attest PRIME ARCHITECT (P.A.)/ ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS ignat a /Secretary Signature /President 4 �� �% - rCldY✓h �9 c Print Name Print Name Attest EXECUTIVE ARCHITECT (E.A.)/ BERE L B CH ARCHITECTURE, INC. Signature /Secretary Sign ln§/Presil'en Print Name Print Name 46 SCHEDULE A SCOPE OF SERVICES 47 SCHEDULE A: PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC. FOR THE COLLINS PARK GARAGE PROJECT SCOPE OF SERVICES DESIGN PROFESSIONAL: ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS ( "PRIME ARCHITECT' or "P.A. ") AND BERENBLUM BUSCH ARCHITECTURE, INC (EXECUTIVE ARCHITECT" or "E.A. ") (Note: The term "Consultant" is used throughout this Schedule "A" for purposes of convenience and refers to the Prime Architect and Executive Architect. Schedule "A-1". however, specifically denotes those services, or portions thereof, to be performed primarily by the Prime Architect (P.A), and those to be performed by the Executive Architect (E.A)] BACKGROUND The Cultural Arts Neighborhood District Overlay (CANDO) is an area that is in need of parking for the visitors and residents of the City of Miami Beach. In order to serve this need, the CITY is proposing to build a five (5) level parking garage. The site for the new parking facility is bounded by 23 Street on the north; Park Avenue on the west; the Miami City Ballet building on the south; and Liberty Avenue on the east (300 to 342 23 Street). In addition, the CITY owns a surface lot that serves the City Library bounded by Liberty Avenue to the west and the City Library to the south (224 23 d Street), which the CITY is desirous to plan, design and build as part of the Basic Services contemplated in this Agreement. This Project once built will generate jobs as well as provide a source of revenue for the CITY. SCOPE OF SERVICES On May 11, 2011, the Mayor and City Commission approved the issuance of Request for Qualifications No. 31 -10/11 for the Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage Project (the RFQ). On June 17, 2011, the RFQ was issued, and on September 1, 2011, an Evaluation Committee ranked Zaha Hadid Limited t/a Zaha Hadid Architects as the top- ranked firm. On September 14, 2011, the Mayor and City Commission approved Resolution No 2011 - 27735, authorizing the City Manager to execute a Professional A/E Services Agreement for the Project, in the lump sum amount of $2,438,123, (plus an additional not to exceed amount of $413,700 for other direct/specialty services, plus an additional not to exceed amount of $100,000 for Reimbursable Expenses), for architectural, structural engineering, mechanical, electrical, plumbing, fire protection, (MEP) engineering, civil engineering, landscape architecture, parking and transportation consultant, traffic impact study within the pa meters required by the CITY's Public Works and Planning Departments, environmental assessments, thresh d ction, Zaha Hadid: Schedule A 1 special inspection (as required by the Building Department), construction cost estimating, surveying, geotechnical, and asbestos survey services for the Project. The Services shall include, but not be limited to, planning, design development, estimate(s) of probable construction cost, construction documents, permitting, bidding / award, minimum LEED Silver (including but not limited to LEED process support and documentation), and construction administration services for the Project. The parking garage will be located on 300 -342 23` Street. In addition, to the proposed parking garage, the CITY desires to enhance and /or close a portion of Liberty Avenue, from 23` Street to 22 Street, in order to create a pedestrian plaza that will provide a strong connection from the parking structure to Collins Park, the Miami City Ballet building, and the City Library. In addition, the CITY is requesting that the DESIGN PROFESSIONAL also provide the design for a proposed new building on the parcel located on 224 23` Street (surface lot north of the City Library), and propose various concepts to the CITY that studies the best use of the above referenced parcel which may include, but not be limited to, a commercial building with retail on the ground floor and parking and /or commercial and /or retail on the floors above, with the possibility of being connected directly by an extension of the parking levels or via a bridge to the new parking garage. The Project will generally consist of the following (excluding commercial space tenant build- outs): 1: Parking New Garage located at 300 -342 23` Street 1a: A Parking Garage with (maximized space) approximately 400 parking spaces, retail on the ground floor, and may • include roof top activation for events. 1b: The design of Liberty Avenue from 23` Street to 22 Street, in order to create a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities. 1c: The Construction Cost Budget established by the City for the parking garage and treatment of Liberty Avenue is $12,500,000. 2: Proposed New Building located at 224 23 Street 2a: The proposed new building could include retail and /or commercial on the ground floor, and /or retail, commercial or parking on the floors above. 2b: The City Library has certain service requirements which need to be addressed in the design of the proposed new building. 2c: The parking garage and proposed new building could be physically connected. 2d: The Construction Cost Budget established by the City for the proposed new building including connection is $6,000,000. The City desires that the DESIGN PROFESSIONAL produce a design that personifies iconic architecture through the use of design elements that integrates the two (2) structures, their physical connection and potential pedestrian plaza into the distinctive urban context of the Cultural Arts Neighborhood District Overlay (CANDO) and the Museum Historic .District located within the City of Miami Beach, and arrive at a solution that addresses the unique need f e City's stakeholders, residents, and visitors to the City's Cultural Campus. Zaha Hadid: Schedule A 2 The Project will.consist of the following: 1. A five (5) level parking garage and the proposed new building (as referenced in subsections 1 and 2 on p.2 hereof) with a maximum height as required by CITY Ordinance. 2. Approximately 400 parking spaces minimum (parking spaces to be maximized). 3. Retail establishments at a minimum on the on the ground floor, as required by the CITY. 4. Illuminated Exterior Garage Sign. 5. All applicable Project Site Way Finding Signage. 6.Signage for the Garage and Proposed New Building, including internal pedestrian and traffic directional signage as well as all required Safety to Life signage. 7. Security System including High Definition Cameras including surveillance at the Stairwells. 8. Stairwell drainage system to enable pressure cleaning. 9. Stairwells to have water and graffiti resistant finishes. 10. Key Card Access. 11. Parking Revenue Control Equipment and "Pay on Foot" stations at major pedestrian access points. (Central Cashier Station. with Pay on Foot) 12. Parking Office and Bullet Proof Cash Window and Storage 13. Parking Space stripping as required by the Parking Department. 14. Traffic Deck waterproofing on roof. . 15:: Sandwiched Concrete Deck with hot applied roofing system over retail. • 16. Traffic deck waterproofing system to protect car park decks. - 17. Bike Storage. 18. Electric Charging Stations for Electric Vehicles, quantity to be determined during the planning and design development phases. 19. Exit Pay on Foot Assistance / Refuge Area for Customers that did not pre -pay the Parking Fee at pedestrian level Pay on Foot Station. 20. Required Life Safety Systems including but not limited to fire sprinklers, and fire alarm system. 21. Back -up Emergency Generator for Safety to Life Systems for the Garage. 22. Phone/ Data and Information Technology (IT) / Audio Visual (AV) capability. Site Furniture. 23. The design of Liberty Avenue, from 23r Street to 22 Street, in order to create a pedestrian plaza that serves the Miami City Ballet building, the City Library,. and links Collins Park to the new facilities (as referenced in subsection 1(b) on p.2 hereof). 0 Zaha Hadid: Schedule A 3 The Project Site: low 3MIK y 5 as Legend �.."`^ -,t• S pa 4 „�'.ra' .«� �1£'}`s rav": ' � �'""f ���� � a s: � z'�E � ✓ �'c -. �s ' '`` st r 3 `.. � CIP Projects ae .:r83� V 4 ' �Sihr AMY 3+sy'Y�.g. A U�� . ^poi M ir { S s � 44 ' ., r. 6 � + 0 p�ita P 5tr IN The DESIGN PROFESSIONAL's services shall also include LEED process support and documentation pursuant to U.S. Green Building Counsel LEED Standard and/ or CITY Code Chapter 100, "Sustainability, Article 1, Green Building Ordinance ", whichever is most stringent and include but not be limited to the following. • LEED documentation, application and all required submittals to achieve a USGBC LEED SILVER certification for new construction; • Providing the Project specifications that clearly delineate all LEED - related Contractor responsibilities d procedures, provide the LEED required documentation of all materials, technologies, and proced u n hich the achievement of design intent and LEED Silver certification depend; Zaha Hadid: Schedule A 4 • Coordinating with and assisting the CITY's Building Commissioning Agent / Contractor in its implementation of the Building Commissioning Plan. That plan shall result in full compliance with the LEED standard for full documentation of building commissioning. In particular it will structure and document the full initiation, testing, operational instruction, and record documentation of all building systems. • The Project Team will conduct meetings that will result in a list of clearly defined and clearly assigned actions and responsibilities for moving towards the achievement of LEED Silver certification and related project goals. It is understood that DESIGN PROFESSIONAL cannot guarantee LEED Certification. The DESIGN PROFESSIONAL's Basic Services shall consist of Five Tasks: 1.) Planning, 2.) Design, 3.) Bidding and Award, 4.) Construction Administration, and 5.) Other Services (Parking and Transportation Consultant, Traffic Impact Study, Environmental Assessments, Threshold Inspection and Special Inspection Services, Surveying, Geotechnical, Asbestos Survey), and shall also include, without limitation, any and all of the DESIGN PROFESSIONAL's responsibilities and obligations, as set forth in the attached General Conditions of the Contract for Construction and /or the Construction Manager at Risk Agreement (Schedule F). The CITY may, at its sole option, choose to employ conventional bids, or Construction Manager (CM) at -Risk for the Project. The DESIGN PROFESSIONAL shall cooperate fully with the General Contractor, or Construction Manager (CM) at -Risk selected by the CITY. All required drawings shall be prepared utilizing CADD (vector format) in conformance with the latest CITY format. The DESIGN PROFESSIONAL shall become familiar with the Project site through frequent site visits, research, and examination of any record drawings, as applicable, and shall notify the CITY of any field, on -site, or off -site conditions not shown or incorrectly shown on the record drawings, as may have been reasonably discovered. At the DESIGN PROFESSIONAL's request, the CITY will facilitate the DESIGN PROFESSIONAL's access to the Project site and /or facilities for investigative purposes. Frequent site visits and meetings shall continue through all design phases of this Agreement until the DESIGN PROFESSIONAL is thoroughly familiar with the existing conditions, any problem areas, and /or existing hazardous conditions or materials. These site visits and meetings are part of the DESIGN PROFESSIONAL's Basic Services, are considered due diligence, and the DESIGN PROFESSIONAL shall receive no additional compensation for such design phase site visits and meetings. Provided the DESIGN PROFESSIONAL has conducted a good faith investigation, the DESIGN PROFESSIONAL shall not be responsible or held liable for undiscovered hazardous or other unforeseen conditions or materials. The total estimated Construction Cost Budget established by the City for the Project is approximately $18,500,000, not including a construction phase contingency allowance that is to be held in reserve by the CITY, for CITY's use, during the construction phase. The CITY may require (in order to expedite this Project) that the DESIGN PROFESSIONAL phase this Project described below: Zaha Hadid: Schedule A 5 Phase ONE: Demolition Phase: Produce a set of permit ready demolition plans to be developed as a separate permit package by the General Contractor (GC) or GMP Amendment to the Construction Manager at Risk (CMR) to be .scheduled in advance of the Notice to Proceed for the construction issued to the General Contractor (GC) or Construction Manager at Risk (CMR). 1. Phase TWO: Construction Phase: Construction of the Parking Garage, Proposed New Building and a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities. The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of its sub- consultants as such expertise is needed and determined by the evolution of the Project program requirements and /or site conditions. The DESIGN PROFESSIONAL, at the DESIGN PROFESSIONAL's expense, proposes to have the specialists designated below, either from the DESIGN PROFESSIONAL's organization or as the DESIGN .PROFESSIONAL's contracted sub - consultants, to perform the services indicated: Structural Engineer: DeSimone Consulting Engineers (Florida) MEP Engineers: Ross & Baruzzini (Florida) Fire Protection Engineer: Ross & Baruzzini (Florida) •Fapade Engineer: Front Inc. (New York) or other approved consultant Landscape Architect: Kimley -Horn and Associates, Inc. (Florida) Civil Engineer: Langan Engineering (Florida) Traffic Impact Study: Kimley -Horn and Associates, Inc. (Florida) Transportation CONSULTANT: Kimley -Horn and Associates, Inc. (Florida) Parking CONSULTANT: Tim Hass (Florida) Surveyor: Miller Legg (Florida) Construction Cost Estimating: PACO Group (Florida) Geotechnical Engineering: Langan Engineering (Florida) LEED Specialist: Sequil Systems (Florida) Threshold .Inspections: DeSimone Consulting Engineers (Florida) Environmental Assessments: Langan Engineering (Florida) I Zaha Hadid: Schedule A 6 Basic Services shall consist of the following: 'TASK 1 PLANNING SERVICES: The purpose of this Task is to specifically develop a phased concept plan that meets the CITY's functional requirements, incorporates community input, and stays within established schedule and cost parameters. The Planning Phase will include the following major tasks: (1.1) Project Kick -Off Meeting; (1.2) Visioning Session to clarify project goals and confirm budget; (1.3) Project Site Reconnaissance Visit; (1.4a) Initial Planning Session and (1.4b) Development of Design Concepts; (1.5) Review Meeting prior to Community Design Workshop; (1.6. 1) Community Design Workshop # 1 and (1.6.2) Community Design Workshop / Historic Preservation Board Workshop (HPB) #.2; (1.7) Preparation of a draft Basis of Design Report (BODR); (1.8) Conduct LEED Workshop and prepare conclusions; (1:9); Review of Draft BODR with City Departments and Present the Basis of Design Report to the City's Historic Preservation Board (HPB) and /or Planning Board if applicable; (1.10) Final Master Plan / Basis of Design Report (BODR) Presentation to the Mayor and City Commission for approval; (1.11) Additional Historic Preservation Board Workshop (HPB), Planning Board (PB), City Commission and /or other required Review Meetings. Note that Tasks 1.1 through 1.11 are intended to identify the information required to develop an initial Concept •Plan. A total of two (2) Community Design Workshops shall be conducted as defined in Task 1.6. Based on the results of the Community Design Workshops, a draft Basis of Design Report (BODR) shall be developed as noted in Task 1.7. A LEED Workshop shall be conducted to develop the CITY's goals for sustainable architecture as described in Task 1.8. A review of the draft BODR with City Departments and /or Agencies and the Historic Preservation Board Workshop (HPB), Planning Board, and City Commission presentations and approvals shall be as noted in Task 1.9—A final Basis of Design Report shall then be prepared summarizing the accepted design concept, .budget level cost estimate and implementation schedule as noted in Task 1.10. To facilitate the implementation of a Public Information Program, DESIGN PROFESSIONAL shall provide electronic files of all Project documents, as requested by CITY. Note: Tasks 1.1 through 1.4a are a series of meetings that will be consolidated into two (2) to a maximum of four (4) consecutive days. Task 1.1 Project Kick -Off Meeting: The DESIGN PROFESSIONAL shall meet with the CITY to review existing documents and receive copies of available reference documents. CITY shall provide general information regarding procedures and direction. The DESIGN. PROFESSIONAL shall prepare draft meeting minutes and forward them to CITY .for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. The DESIGN .PROFESSIONAL shall prepare a list of requested background information, department interviews and any other special area visits. The DESIGN PROFESSIONAL shall schedule a reconnaissance visit of the Project site, to be attende b critical DESIGN PROFESSIONAL personnel, as well as key CITY staff. Zaha Hadid: Schedule A 7 Deliverables: 1. Attend Project Kick -Off Meeting 2. Prepare and distribute Meeting Minutes Schedule: See Schedule "E ": Project Schedule Task 1.2 Attend "Visioning" Session: The DESIGN PROFESSIONAL shall attend a half -day "Visioning" session to be scheduled with representatives of CITY 'and the DESIGN PROFESSIONAL. The purpose of the "Visioning" session shall be to clarify project goals to prepare for the Community Design Workshops. Issues to be discussed shall include the proposed alternatives, budget and schedule. Deliverables: 1. Attend '.'Visioning" session with representatives of the CITY and the DESIGN PROFESSIONAL. 2 Prepare and distribute meeting minutes Schedule: See Schedule "E" - Project Schedule Task 1.3 Project Site Reconnaissance Visit: The DESIGN PROFESSIONAL shall attend a Site Reconnaissance Visit. This site visit shall also be attended by applicable CITY staff. The intent of this task is to facilitate the DESIGN PROFESSIONAL'S understanding of the Project needs. This may include document review, department interviews and l0requests for additional information to be facilitated by the CITY. The DESIGN PROFESSIONAL shall prepare draft meeting minutes including action items and individuals responsible for further action, and forward them to the CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute accordingly. Subsequent visits (at no additional cost to the CITY) may be required to gather additional information. This task includes further document research, exploration and documentation of existing conditions, and discussions with particular on -site personnel to understand their current conditions, shortfalls and future needs. The DESIGN PROFESSIONAL shall inform` the CITY of any additional document or visitation needs so that information can be researched in an organized and timely manner. Secondary meetings with other agencies, code officials or utilities may also be necessary as part of this task. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. Deliverables: 1. Attend Site Reconnaissance Project Site Visit • 2. Prepare and distribute meeting minutes Schedule: See Schedule "E" - Project Schedule Zaha Hadid: Schedule A 8 Task 1.4 a. Initial Planning Sessions and b. Development of Design Concepts; �a. The DESIGN PROFESSIONAL shall attend an initial Planning Session to be scheduled with representatives of the CITY and the DESIGN PROFESSIONAL. The purpose of the session shall be to clarify Project goals to the user group(s) so that viable conceptual alternatives can be explored. At this meeting, the DESIGN PROFESSIONAL shall review the background information, program and site options in preparation for an open "brain- storming" discussion regarding the benefits. and disadvantages of each. This planning session will establish the groundwork for the development of initial conceptual alternatives. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. b. Based on the results of the site visit, materials presented at the Kickoff Meeting and during subsequent background gathering, and discussion and conclusions made at the initial planning session, the DESIGN PROFESSIONAL shall develop a minimum of three (3) preliminary conceptual alternatives. The DESIGN PROFESSIONAL shall require that two (2) of the referenced concepts shall present proposed improvements possible under current budget limitations and, that are responsive to the Project program, budget, and schedule. The other concept(s) shall reflect additional levels of potential improvements that may be possible should additional funding become available. Initial testing parameters and investigative work recommendations shall also be identified. The DESIGN PROFESSIONAL shall assemble graphic images identifying alternative Project design concepts, if applicable, to allow the CITY a full understanding of proposed ,alternatives. The DESIGN PROFESSIONAL shall develop Project conceptual alternatives graphically representative of Phase One 30% schematic design level of detail. In this effort, the DESIGN PROFESSIONAL shall meet with the CITY to review the various alternatives and discuss the benefits and disadvantages of each so that decisions can be made on the recommended alternatives and priorities. Each alternative will have a preliminary rough -order of magnitude (ROM) cost estimate with enough detail, equal to a Phase One schematic design level of detail, to be able to compare and 'differentiate each alternative and make planning decisions. Upon completion of the work session, the DESIGN PROFESSIONAL shall make revisions to its proposed conceptual plan (Schematic Design level — Phase One 30 %), as necessary, to develop a recommended approach. ..Deliverables: 1. Attend review session with representatives from the CITY. 2. Prepare and distribute meeting minutes 3. Develop Project a minimum of three (3) conceptual alternatives graphically representative of Phase One 30% Schematic Design level of detail as noted above 4.. Develop "budget" level ROM cost estimates S 5. Revise proposed concept (Phase One Schematic Design, drawings) and develop final materials for Recommended Approach as approved by the CITY Zaha Hadid: Schedule A 9 Schedule: See Schedule °E" — Project Schedule Task 1.5 Review Meeting Prior to Community Design Workshops: DESIGN PROFESSIONAL shall meet with applicable CITY Staff to ensure that any and all concerns regarding Project scope, schedule and cost parameters are addressed prior to scheduling the Community Design Workshops. DESIGN PROFESSIONAL shall prepare and distribute meeting minutes, accordingly. Deliverables: 1. Meet with representatives of CITY during Task 1.1 through 1.5. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E °: Project Schedule Task 1.6 Community Design Workshops Two (2) community workshops shall be conducted to solicit and address resident input on the design of the Project. CITY will schedule, find locations for, and notify residents of all such meetings. DESIGN PROFESSIONAL shall prepare all materials for presentation at each workshop. At a minimum these shall include "full size" graphics, a summary of cost estimates, workshop agendas and requisite handouts of each. DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY, who shall finalize and distribute, accordingly. Each *Workshop is intended to address specific design issues as discussed in the following: Task 1.6.1 Community Design Workshop No.1. The first workshop is intended to provide community residents with a review of the Project scope, budget and schedule. DESIGN PROFESSIONAL shall prepare full size presentation graphics illustrating the Site Analysis Maps and Design Concept Alternatives developed under Tasks 1.2 and 1.11. As previously noted, the alternatives shall present proposed improvements possible under current budget limitations. In addition, graphics shall be prepared presenting a summary of probable costs for the various improvements and the workshop agenda. "Budget" level cost estimates shall be +30 %, -110% as defined by the American Association of Cost Engineers. Based on this data, DESIGN PROFESSIONAL shall present the preliminary planning information to attendees. CITY Staff will also attend these meetings, and assist DESIGN PROFESSIONAL with responses to resident questions, as applicable. DESIGN PROFESSIONAL shall note reasonable design revision requests from residents for review and incorporation into the proposed plan. Due to the fixed nature of funding on the various projects within the Program, budget limits must be adhered to. DESIGN PROFESSIONAL shall be prepared to discuss budgets and the various impacts of resident requested revisions on such, accordingly. Deliverables: 1. Prepare materials, attend and conduct Community Design Workshop No. 1. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E Project Schedule Zaha Hadid: Schedule A 1 0 Task 1.6.2 Community Design Workshop No. 2 (To take place at a Historic Preservation Board Meeting): The second workshop is intended to take place at a Historic Preservation Board (HPB) Meeting, and is intended to present the HPB and the members of the public present, with the selected design concept, budget and schedule after consideration of the input received during Workshop No. 1. The DESIGN PROFESSIONAL shall prepare full size presentation graphics illustrating the selected design concept, along with a summary of probable costs for the improvements and the workshop agenda. The selected design concept shall be presented and shall illustrate proposed improvements possible under current budget limitations. "Budget" level cost estimates shall be +30 %, -110% as defined by the American Association of Cost Engineers. Based on this data, the DESIGN PROFESSIONAL shall present the information to the attendees. CITY staff will also attend these meetings, and assist DESIGN PROFESSIONAL with responses to resident questions, as applicable. DESIGN PROFESSIONAL shall note that the design. concepts presented during this meeting are considered "near final' and the CITY will consider only minor design revision requests from residents for review and incorporation into the proposed plan. Deliverables: 1. Prepare materials, attend and conduct Community Design Workshop No. 2. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E": Project Schedule W ask 1.7 Preparation of Draft Basis of Design Report (BODR): The DESIGN PROFESSIONAL shall prepare a draft BODR presenting the results of the Community Design Workshops and final consensus design plan (Phase I, 30% Schematic Design drawings). The BODR shall include a summary of findings, site plan, and exhibit(s) illustrating all proposed improvements, inclusive of the demolition of existing facilities and engineering limitations, construction of buildings, vehicular access and pedestrian circulation /access. In addition, the BODR shall include sufficient detail in plans (representative of Phase I, 30% Schematic Design drawings), sections, notes, and key descriptions to facilitate review by the various CITY permitting departments (Building Department, Fire Prevention, Public Works and Planning divisions) as discussed in Task 1.9. At a minimum, the draft BODR shall include narratives and graphics illustrating: Executive Summary summarizing the contents of the BODR. • A section reviewing the existing conditions to be improved. A section reviewing the planning and programming process and development of the final recommended phased improvement plan. This section shall include details (representative of Phase 1, 30% Schematic Design level of detail in the drawings) presentations of all proposed improvements. • A Project implementation plan, inclusive of demolition of existing structures, utilities, buildings, landscaping, lighting, • vehicular access / parking, ingress and egress to the site / buildings, construction and general site improvements. Zaha Hadid: Schedule A 11 • Proposed Improvements with a description of all proposed project elements inclusive of a Phase I, Schematic Design concept plan and design alternatives, if applicable. �• A section discussing the phasing of general concepts from the planning process, if applicable. • A "budget" level cost estimate prepared in conformance with format provided by CITY. Estimates shall be provided for all phased project capital improvements, including without limitation, the proposed new building at 224 23 Street site. A schedule for implementing the Project by phases (i.e. design, bid /award, construction, as applicable) itemized phase by phase, including critical issues and the time period allowed for resolving each issue. The schedule shall be prepared in the latest version of Primavera Project Planner and provided to the CITY in hard copy as well as electronically. • Discussion regarding permitting authorities having jurisdiction over Project and provide a list of permits typically retained by the City and / or Contractor. Unique and / or special permitting requirements shall be identified as well as permitting fees. Incorporate. vehicular access and pedestrian access (ingress and egress) as recommended by the completed Traffic Impact Study to be included as part of the BODR. Five (5) copies of the draft BODR shall be provided to the CITY for initial review and comments and shall at a minimum, include the following sections: Executive Summary, Purpose and Scope, Existing Conditions report(s), Phase I, Schematic Design drawings, Permitting and Implementation, and Cost Estimates. ' *Deliverables: .1. Prepare 25 copies of the draft BODR. Schedule: See Schedule "E ": Project Schedule Task 1.8 Conduct LEED Workshop and Prepare Conclusions: The DESIGN PROFESSIONAL shall organize and conduct an LEED (Leadership in Energy and Environmental Design Green Building Rating System) workshop to be scheduled with appropriate representatives of the CITY and the DESIGN PROFESSIONAL to discuss LEED registration and certification for the new facility. The DESIGN PROFESSIONAL's sustainability initiatives shall conform to Florida Statute 255.2575 "Energy Efficiency and Sustainable buildings ", CITY Code Chapter 100, "Sustainability, Article 1, Green Building Ordinance ", and US Green Building Counsel LEED Standard whichever is most stringent addressing LEED compliance requirements. The DESIGN PROFESSIONAL shall organize the discussion around the specific approach and method to accomplish achieving a minimum "Silver" LEED rating (with higher ratings sought if possible). Deliverables: 1. Prepare materials and conduct workshop 2. Prepare and distribute preliminary LEED Checklists indicating prioritized points and likelihood f a ment. 3. Prepare and distribute meeting minutes Zaha Hadid: Schedule A 12 4. Register project with US Green Building Council' Schedule: See Schedule "E ":Project Schedule Task 1:9 Review of Draft BODR with the CITY Departments and Present to the CITY's Historic Preservation Board (HPB); Design Review Board (DRB) and /or Planning Board (PB) as required by the CITY. The DESIGN PROFESSIONAL shall meet to receive, present and review the draft BODR with the following, but not limited to, CITY Departments and Committees: • CITY of Miami Beach Public Works Department, • CITY of Miami Beach Property Management Department; • CITY of Miami Beach Planning Department; CITY of Miami Beach Historic Preservation Board (HPB); CITY of Miami Beach Building Department; • CITY of Miami Beach Capital Improvement Projects Office; • CITY of Miami Beach Police Department; CITY of Miami Beach Fire Department; • CITY of Miami Beach Parking Department; • CITY of Miami Beach Parks and Recreation / Green- space; Capital Improvement Oversight Committee (CIPOC); And, if necessary and /or required, any County, and /or state agency having jurisdiction over the Project, or elements herein. The CITY will forward copies of the draft BODR to the above noted CITY Departments. Comments shall be solicited and forwarded to the DESIGN PROFESSIONAL for review / comment / response / incorporation into the draft BODR document. It is anticipated that the DESIGN PROFESSIONAL shall attend a total of up to three (3) meetings with the various CITY Department representatives to review the various CITY Department comments. The applicable CITY staff will attend the noted review meeting(s) and assist the DESIGN PROFESSIONAL, as practicable. However, the DESIGN PROFESSIONAL retains final responsibility for obtaining all necessary approvals, and for implementing required revisions and resubmissions as necessary. The DESIGN PROFESSIONAL and its key sub - consultants shall attend meetings as deemed necessary by the CITY. It is recognized by the CITY that the time period for obtaining approvals from the various review agencies is beyond the control of the DESIGN PROFESSIONAL, except for issues concerning the acceptability of the proposed design concepts and the DESIGN PROFESSIONAL's ability to respond to review agency comments. Hence, the DESIGN PROFESSIONAL shall address and respond to comments received from the various reviews in writing, and implement requested revisions into the draft BODR, as agreed with the CITY, within ten (10) business d s ac tance of comments, unless agreed to otherwise with the CITY. Zaha Hadid: Schedule A 13 Upon incorporating the comments received from the various CITY Departments; the DESIGN PROFESSIONAL shall �evise its draft BODR and then present the revised draft BODR with Phase One, 30% Schematic Design level of detail in the drawings, (with requisite narratives, graphics and Power - point presentation materials) to the CITY's Historic Preservation Board (HPB). Deliverables: 1. Attend BODR review meetings 2. Prepare and distribute meeting minutes 3. Address comments and revise BODR accordingly 4. Present BODR to Historic Preservation Board (HPB) 5. Present BODR to Capital Improvement Oversight Committee (CIPOC) if required. Schedule: See Schedule "E" Project Schedule Task 1.10 Final Master Plan / Basis of Design Report (BODR) and Presentation to the CITY Commission The DESIGN PROFESSIONAL shall prepare a final BODR based on comments and revisions implemented during the reviews with the various the CITY Departments / review entities as noted in Task 1.9. This final BODR serves as the basis for development of detailed design documents as discussed in Task 2.0. It shall also W e used as the basis for the DESIGN PROFESSIONAL's presentation to the CITY Commission for approval. If the CITY Commission directs revision to the final BODR, the DESIGN PROFESSIONAL shall prepare an Addendum, in the CITY provided format, for distribution to all final BODR stakeholders. Deliverables: 1. Prepare and distribute meeting minutes 2. Prepare 25 copies of a final BODR and Addendum, as necessary. 3. Present the final BODR to the CITY Commission for approval Schedule: See Schedule "E ": Project Schedule Task 1.11 Additional HPB, DRB, PB and /or City Commission and /or City Department Review Meetings: The DESIGN PROFESSIONAL shall provide for an additional up to three total (4) presentations to the HPB, DRB, PB, City Commission and other CITY Departments meetings if necessary to gain the required CITY approvals in order to proceed with the Design Development phase of the Project. In addition, to all required efforts noted above, the DESIGN PROFESSIONAL shall note that the CITY may, at its discretion, substitute one of the meetings described in Task 1.0 through 1.10 for a meeting with the CITY, Committee or Agency, as deemed necessary. These meetings shall be identified as a separate line item in Schedule B and if this llowance is not used it shall remain with the CITY. TASK 2 DESIGN SERVICES: The purpose of this Task is to establish requirements for the preparation of contract documents for t e e Zaha Hadid: Schedule A 14 Task 2.1 requires that DESIGN PROFESSIONAL perform a variety of forensic tasks to verify existing conditions and the accuracy of any available as -built drawings, surveys and maps to be used for development of the contract drawings. Task 2.2 discusses requirements for the preparation of contract documents, inclusive of drawings, specifications and front -end documents. Task 2.3 establishes requirements with regard to constructability and value engineering reviews. Task 2.4 establishes requirements for the preparation of Statements of Probable Construction Cost by the DESIGN PROFESSIONAL: Task 2.5 establishes requirements for the Community Design Review Meeting (CDRM). Task 2.6 discusses contract document revisions based upon the input received from the residents at the Community Design Review Meeting (CDRM). Task .2.7 specifies requirements for review of contract documents with jurisdictional permitting agencies prior to finalization. Task 2.8, discusses the DESIGN PROFESSIONAL's QA/QC of Design Documents. To facilitate the implementation of a Public Information Program, the DESIGN PROFESSIONAL shall provide electronic files of all Project documents, as requested by the CITY for posting on the program website. The DESIGN PROFESSIONAL shall provide the electronic files for the front -end documents,. technical specifications, and construction drawings in 'MS -Word, AutoCAD and Adobe Acrobat file format. The review process shall consist of 30 %, 60 %, 90% and 100% complete_ submittals. Contract documents shall be subject 10 to constructability and value engineering reviews to be performed by others. DESIGN PROFESSIONAL shall work with the CITY to adjust / revise Project scope as may be deemed necessary to meet established budgets as the design evolves from earlier to latter stages of completion. It is understood that if the DESIGN PROFESSIONAL'S design at the 30 %, 60 %, 90% and /or 100% submittals are over the established construction budget, then at the direction of the City the DESIGN PROFESSIONAL shall perform value engineering of the project and propose alternative designs, materials, and /or systems to the CITY in order to bring the project within budget. DESIGN PROFESSIONAL shall utilize and be bound by the CITY of Miami Beach Design Standards Manual - August, 20b2 (DSM) detailing procedures, standards and policies, the CITY of Miami Beach Public Works Manual — April, 2007, as well as any subsequent updates, to supplement details required to complete the Project. One copy of the DSM will be provided to the DESIGN PROFESSIONAL. Task 2.1 Verification of Existing Conditions: DESIGN PROFESSIONAL shall obtain all available As -Built drawings, perform structural evaluation of the structures, perform a detailed topographic survey of the existing Project site. The survey shall be performed by a Professional Land Surveyor in the state of Florida, and shall meet the minimum technical standards identified in Chapter 61G17 -6, FAC and Florida Statutes. All survey files shall be prepared in AutoCAD. At a minimum, the survey shall address the following: o Baseline of survey shall be tied into the right -of -way and sectionalized land monuments. Right- of -wa formation shall be obtained from available records by the DESIGN PROFESSIONAL. Zaha Hadid: Schedule A 15 • The DESIGN PROFESSIONAL shall set benchmarks at convenient locations along the site to be used during both the design and construction phases of the Project. • The DESIGN PROFESSIONAL shall locate and identify existing surface improvements / topographic features that are visible within the Project site, including but not limited to, the following: • Marking of all property corners, location and details of the existing buildings including overall dimensions and finished floor elevations including existing valve boxes, water / electrical meter boxes, electrical pull boxes, telephone / cable risers, fences, hydrants, etc. • Above ground and underground utilities invert elevations of accessible underground utilities, wood / concrete utility poles, culverts, guardrails, pavement limits, headwalls, endwalls, manholes, vaults, mailboxes, driveways, side streets, trees, landscaping, traffic signage and any other noted improvements: Survey shall identify fence material / height, and driveway construction materials. Landscaping materials with a trunk diameter greater than six (6) inches in diameter shall be identified individually. Materials with smaller diameters shall be illustrated in groupings. • Survey limits shall include the entire Project site and an additional overlap to encompass all adjoining areas potentially impacted by the Project. • Survey Topographic survey / base map shall be prepared in AutoCAD Version 2000 or latest, and submitted on recordable Compact Disk with three (3) signed and sealed copy on 24 -inch by 36 -inch bond paper. Note that all standards from the DSM shall apply to the development of the survey document. In addition, the DESIGN PROFESSIONAL shall submit 3 copies of a preliminary Draft Survey for CITY review and comment. The DESIGN PROFESSIONAL shall prepare a final survey submittal package based on addressing any and all comments • submitted through this review process to the satisfaction of the CITY. All CAD mapping shall be performed to a scale of 1:1 in the World Coordinate System. Text size shall be 100 Leroy fora final product at 1 =20 units. Upon completion and acceptance of the final survey, the DESIGN PROFESSIONAL shall forward same to the following agencies with a request to mark / identify respective utilities on the survey base map. The DESIGN PROFESSIONAL shall coordinate this effort with each agency in an effort to identify the location of all existing underground utilities. The DESIGN PROFESSIONAL shall incorporate utility owner markups / edits into its survey base map file. The DESIGN PROFESSIONAL shall contact the following entities and request that they each verify locations of their existing improvements in the affected areas: • Florida Power and Light Company • BellSouth / ATT • Miami -Dade Water and Sewer Authority Cable Provider: Charter Communications (Atlantic Broadband) • Natural Gas provider • CITY of Miami Beach Public Works Department • Traffic Signals: Miami Dade County Public Works • Others as deemed necessary by the DESIGN PROFESSIONAL The DESIGN PROFESSIONAL shall also request information regarding any future proposed impro each agency. To facilitate tracking of the progress made in this work effort, the DESIGN PROFESSIONA shall h C TY Zaha Hadid: Schedule,A 16 on all correspondence with each agency. In addition, the DESIGN PROFESSIONAL shall keep a readily accessible and properly labeled / collated file of all correspondence and markups provided to it by the various agencies for reference use by the CITY and /or DESIGN PROFESSIONAL, during construction. The DESIGN PROFESSIONAL shall become familiar with the Project site through frequent site visits, research, and examination of any record drawings, as applicable, and shall notify the CITY of any field, onsite, or off -site conditions not shown or incorrectly shown on record drawings, as may have been reasonably discovered. At the DESIGN PROFESSIONAL's request, the CITY shall facilitate the DESIGN PROFESSIONAL's access to the Project site and or facilities for investigative purposes. These site visits are part of the DESIGN PROFESSIONAL's Basic Services, are considered due diligence, and the DESIGN PROFESSIONAL shall receive,no additional compensation for such design phase site visits and meetings. Provided that the DESIGN PROFESSIONAL has conducted a good faith investigation, the DESIGN. PROFESSIONAL and DESIGN PROFESSIONAL's sub - consultants "shall not be responsible or held liable for undiscovered hazardous or unforeseen conditions or materials. Based on the collected data, the DESIGN PROFESSIONAL shall develop detailed design base maps for the Project. The maps shall include an overall key map and partial plans scaled at One (1) inch equals 20 feet or a scale that better suits the Project requirements. DESIGN PROFESSIONAL shall illustrate proposed improvements on the site plan and shall prepare final site plan based on the information gathered herein. Copies of base maps shall be distributed to CITY. Deliverables: • 1. Perform work as noted to develop final survey. 2. Deliver three (3) draft and five (5) final signed and sealed surveys to CITY. Schedule: See Schedule "E ": Project Schedule . Task 2.2 Detailed Design: DESIGN PROFESSIONAL shall prepare detailed design documents consisting of architectural, structural, civil, mechanical, electrical, plumbing, landscape, and irrigation drawings, as applicable. AII, contract documents are to be provided in accordance with applicable DSM standards and with the requirements of, all applicable state, local and federal regulatory agencies having jurisdiction over the Project at time of execution of this Agreement. Technical specifications shall be prepared in conformance with Construction Specifications Institute (CSI) formats. The CITY, through the DSM, shall furnish the DESIGN PROFESSIONAL with standard CITY specification outlines for Divisions 1. For reference purposes, the CITY will provide copies of its standard Job Order Contract (JOC) specifications via the 'DSM. DESIGN PROFESSIONAL shall provide additional sections that the DESIGN PROFESSIONAL may require, not already provided through the CITY standards / DSM, subject to review and comment by the CITY_ DESIGN PROFESSIONAL must review CITY standards and adopt and change /update where necessary. Any supplier listings required by specifications shall include a minimum of two (2) named suppliers and shall meet all applicable CITY and State of Florida procurement codes. Specifications shall be provided to the DESIGN PROFESSIONAL in "Microsoft MS- Word" format. DESIGN PROFESSIONAL shall use the same software in all Project related wo_.. GN PROFESSIONAL shall utilize base front -end documents provided by the CITY. DESIGN PROFESS NA I 0it Zaha Hadid: Schedule A 17 accordingly to result in a Project specific document. Any requirements for Supplementary General Conditions shall be subject to review and acceptance by the CITY. •DESIGN PROFESSIONAL shall attend monthly Design Progress Meetings as required to meet the project schedule (see Schedule "E ") with CITY at the CITY's CIP offices as scheduled by CITY staff. The DESIGN PROFESSIONAL shall provide, and maintain a design progress schedule. Should the CITY determine that the DESIGN PROFESSIONAL has fallen behind schedule, pursuant to the attached "Schedule "E "" through no fault of the CITY, the DESIGN PROFESSIONAL shall provide a mutually acceptable recovery schedule. The DESIGN PROFESSIONAL shall submit monthly invoice requests accompanied by an updated design progress schedule. For purposes of this Scope of Services, the following will be considered the minimum effort to be provided by the DESIGN PROFESSIONAL for establishing detail design milestone submittals: Task 2.2.1: 30% Design Development Documents Requirements Prior to the preparation of the 30% design completion stage drawings, the DESIGN PROFESSIONAL shall incorporate changes to its design based upon its existing as- built / existing conditions verification efforts and review comments received, as noted in Task 2.1. As a guide, the CITY requires at a minimum, the following information for the 30% Design Development Submittal phase documents. The Submittal drawings / package should include, but not be limited to: 1. Topographic Survey: A 100% complete topographic survey which incorporates the work products of the previously outlined Tasks. 2. Approved BODR: All proposed improvements identified in the approved BODR, illustrated in plan and elevation views, and with - applicable sections and details. 3. Site Plan: A site plan showing acreage; points of the compass; scale; contours and general topographical conditions; floodplain elevation and velocity zone; a key map shall which illustrates the relationship between the drawings and its respective location within the neighborhood; overall dimensions; adjacent highways, roads, emergency access; fire hydrants; power transmission lines; ownership and use of adjacent land; walks and paths; vehicle and bike parking areas; accessibility for the disabled; service areas; play areas; bus and car, loading zones; existing buildings and use; location of proposed building(s) and future additions; community use buildings; phased construction; and preliminary soil borings. 4. Floodplain: A statement should be included on the site plan identifying the FEMA flood zone and floodplain elevation in which the project is located. The statement shall be signed, sealed and dated by the A/E of Record (Berenblum Busch). 5. Environmental Phase One and /or Phase Two Reports: Evidence showing that required environmental studies have been completed and sensitive sit4areas e d ntified as required by F.S. 2310.193. 6. Asbestos Survey and 7. Floor Plans: Floor plans showing points ass, o erall dimensions, identity of each space, proposed door locations, accessibility for the disabled, occupant load of each space, proposed passive design Zaha Hadid: Schedule A 18 and low energy usage features, possible community service areas any existing buildings and use, future additions, and phased construction. 8. Emergency Generator Location: Indicate location of emergency generator, fire pump room, electrical vault, mechanical rooms, elevator equipment and machine rooms, IT Closet, as and other Life Safety design features, if applicable. 9. Life Safety Plan: A life- safety plan showing exits, accessibility for the disabled, fire walls, fire resistance rated walls, protected corridors, smoke barriers, fire alarm systems, room names and numbers, or any other life- safety features relevant to the facility. The life- safety plan shall also show if a fire sprinkler system is proposed 10. Technical Specifications: Draft technical specifications in outline form, to be incorporated into the project. 11. Schedule of Unit Prices: Draft schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. 12. Statement of Probable Construction Cost: The submittal shall include the DESIGN PROFESSIONAL's Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be , consistent with the overall not -to- exceed Project budget. 13. Geotechnical Evaluation 14. Drainage Calculations 15. Traffic Impact Study Task 2.2.2: 60% Design Development Documents Requirements The 60% design development documents shall consist of the plan and profile view of all improvements, applicable •sections and construction details. The CITY requires that the 60% design development documents continue the development of the 30% design submittal documents approved by the CITY and shall include but not be limited to the following design development drawings and documents at a minimum: 1. Topographic Survey 2. Demolition Plan 3. Civil Drawings 4. Landscape, Irrigation Plans and Site Lighting 5, Life Safety Plan 6. Architectural Plans: Exterior Building Elevations, Sections, Details, Interior Elevations, Enlarged Plans of Special areas with furnishings and equipment layouts (such as Building Lobby, Bathrooms, Offices, Stairways, Elevator etc), Reflected Ceiling Plans, Vertical Circulation Drawings and Details, Schedules and General Notes, 7. Structural Plans 8. Mechanical Plans 9. Fire Protection Systems 10. Electrical Plans Fire Alarm 11. Photometric Plans . 12. Plumbing Plans 13. Site Signage Plans 14. Garage Signage including Pedestrian and Traffic Signage Plans Zaha Hadid: Schedule A 19 Specialized Reports and Testing: The results of all the reports and tests including but not limited to geotechnical reports, structural calculations, drainage reports, material testing, environmental reports and testing shall be incorporated into the design documents and they shall identify proposed foundation design, structural shell design, roof and deck design and treatment, drainage, and if applicable method for removal of contaminated materials and/or soils. Technical Specifications: Specifications giving general description of finishes, materials, and systems, as required, .to supplement and support the intent, quality and performance of the DESIGN PROFESSIONAL's design documents. Schedule of Unit Prices: Updated schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. Statement :of Probable Construction Cost: The submittal shall include the DESIGN PROFESSIONAL's updated Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall not -to- exceed Project budget. .. -The DESIGN PROFESSIONAL shall submit the 60% design to the CITY for distribution to City Departments and the Regulatory Agencies having jurisdiction over the Project, for review and comments. Said comments from the CITY shall be incorporated into the -90% design submittal. Task 2.2.3: 90% and 100% Design Development Documents Requirements O The 90% design completion stage milestone shall consist of a near final construction document set including the front -end documents (general and supplemental conditions), technical specifications, and construction drawings for all Work. The DESIGN PROFESSIONAL shall include detailed construction sequencing restrictions for the CITY's review with this submittal. Prior to the preparation of the 90% design_ completion stage drawings, the DESIGN PROFESSIONAL shall incorporate changes to its design based upon review comments received, as noted in Task 2.3 below. In addition, the DESIGN PROFESSIONAL shall provide its "Definitive" Statement of Probable Construction Cost as defined by the American Association of Cost Engineers with this submittal to be consistent with the overall not -to- exceed Project Construction Cost Budget. Prior to 90% design, DESIGN PROFESSIONAL shall meet with appropriate regulatory agencies to evaluate the project compliance with regulatory requirements. The 100% design completion stage milestone shall consist of the 90% documents updated to include all constructability and design review comments, and regulatory agency comments. The DESIGN PROFESSIONAL shall provide its "Definitive" Statement of Probable Construction Cost, and unit price bid form, modified as needed, to reflect final permit and regulatory agency comments and modifications. In addition, the 100% plans shall be considered final, once the DESIGN PROFESSIONAL has achieved a City of Miami Beach Building permit and all other applicable permits necessary to commence construction of the Project. • Deliverables: 1. Furnish six (6) sets each of the 30, 60, 90, and 100 percent design completion stage document nd nts of Zaha Hadid: Schedule A 20 Probable Construction Cost to CITY, as applicable (three full size and three half size for each submittal). • 2.. Attend design progress meetings with CITY staff at the CIP offices as scheduled by the CITY. Schedule: See Schedule "E" — Project Schedule The DESIGN PROFESSIONAL shall respond in writing and revise the design / construction documents as necessary to reflect all comments from the Regulatory Agencies Having Jurisdiction over the' Project and /or other CITY Departments within ten (10) business days of receipt of comments for the 30 %, 60 %, 90% and 100% design submittals or determine another mutually acceptable timeframe. Task 2.3 Design / Constructability / Value Engineering Review: To verify that the DESIGN PROFESSIONAL is in compliance with the required BODR and CITY 's requirements, the CITY will conduct a series of design submittal reviews on all Project design documents, inclusive of cost estimates at the 100% and 90% completion stage submittals. Note that the 90% completion stage submittal will be utilized to initiate the CITY of Miami Beach Building Department permitting reviews, and the 100% design completion stage submittal will incorporate the review comments and will be used to procure permits from.jurisdictional review agencies, and /or may be utilized to obtain pricing. The purpose of these reviews shall be to verify that the documents are consistent with the design intent as set forth in the approved Project Basis of Design Report (BODR). These documents shall be furnished as bound 8 -1/2 -inch by 11 -inch technical specifications and full -size (24 -inch by 36 -inch) and half size (11 -inch by 17 -inch) drawings (as noted in the Task ,2.3 deliverables). The applicable CITY Departments shall perform reviews on these documents and provide written comments (in "Excel" spreadsheet format) back to the DESIGN PROFESSIONAL. Following receipt of comments by the DESIGN PROFESSIONAL, a meeting may be scheduled between the CITY and DESIGN, PROFESSIONAL to discuss the intent and review of the comments. Subsequently, the. DESIGN PROFESSIONAL shall address how each comment was acted upon, within ten (10) business days after the review session and /or receipt of the comments. The responses shall be in the spreadsheet format provided .to the DESIGN PROFESSIONAL. The DESIGN PROFESSIONAL shall revise its documents to address all review comments. The CITY will perform constructability reviews of the design documents relative to value, construction sequencing, and bid format. These reviews shall be based upon 30, 60, 90 and 100 percent design submittals received from the DESIGN PROFESSIONAL and shall be conducted concurrently but separately from the 30, 60, 90 and 100 percent design reviews noted above. These constructability review meetings shall be held to discuss the DESIGN PROFESSIONAL's proposed construction sequencing restrictions and bid formats. The CITY's review of the contract documents shall not relieve DESIGN PROFESSIONAL from its responsibility to the CITY with regard to the quality and completeness of its contract documents. •Deliverables: 1. Attend meetings with the CITY to review and discuss design constructability and value co n s 2. Prepare written responses to comments made during reviews within ten (10) business day r i Zaha Hadid: Schedule A 21 session :Schedule: Complete concurrently with Design Phase schedule. Task 2.4 Cost Opinions: The DESIGN PROFESSIONAL shall prepare Statements of Probable- Construction Cost for the 30, 60, 90 and 100 design completion stage submittals, as well as the final (100 percent) completion stage submittal. The accuracy of the cost estimate associated with the 30 percent completion stage shall be +30% to -110% (i.e. 30% over 110% under the actual amount) "Budget" Level as defined by the American Association of Cost Engineers. The accuracy of the cost estimate associated with the 60, 90 and 100 percent completion stage submittals shall be a +110% to —10% (i.e. 110% over / 10% under the actual amount) "Definitive" Level Estimates as defined by the American Association of Cost Engineers. All estimates shall be submitted in Microsoft "Excel" format. All estimates shall be furnished bound in 8- 1/2 -inch by -inch size. Based upon the DESIGN PROFESSIONAL's cost estimate or bids, the CITY will advise the DESIGN PROFESSIONAL if portions of the Project need to be deleted, phased and /or bid as alternate bid items to satisfy Construction Cost Budget (based upon DESIGN PROFESSIONAL's analysis and recommendations). In this effort, the DESIGN PROFESSIONAL may be required to attend a series of meetings and develop alternative cost savings options for CITY consideration, if the estimates show that the projected Project Construction Cost will exceed the Construction Cost Budget. The DESIGN PROFESSIONAL shall revise the contract documents to reflect necessary revisions to meet budget parameters at no additional cost accordingly. Deliverables: 1. Furnish three (3) sets of 30, 60, 90 and 100 percent completion stage Statements of Probable Construction • Cost to CITY, in MS -Excel electronic disc format, concurrently with the design submittals noted in Task 2.3. 2. Attend meetings with the CITY to review and discuss cost estimates. This Task includes development of any - required cost savings alternatives, and implementation / revision of documents to address such items, as necessary to meet established budget parameters. Schedule: Complete concurrently with Design Phase schedule. Task 2.5 Community Design Review Meeting The DESIGN PROFESSIONAL shall attend and participate in one (1) Community Design Review Meeting (CDRM) to review the design progress and concept. The CITY shall schedule, find location for, and notify residents of said meeting. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY, who shall review, provide comments and distribute accordingly. The DESIGN PROFESSIONAL shall prepare for, attend and present its documents at this meeting. Meeting shall be scheduled at the 90% design completion stage. Note that presentation format shall consist of a brief Power Point presentation to review Project status, plus review of actual full size plans for the project. The DESIGN PROFESSIONAL shall provide sufficient staff at the meeting to address concerns by residents at two (2) plan stations. It is anticipated that the DESIGN PROFESSIONAL will attend one Pre -CDRM meeting with CITY staff to review the proposed format of the presentation. W ask 2.6 Document Revisions: The DESIGN PROFESSIONAL shall incorporate contract document revisions, as approved by the CITY and based upon the input provided by the residents at the CDRM. Provided ar o tent with previous obtained approvals and do not represent an extensive change to project scope, size, d sign p i Zaha Hadid: Schedule A 22 Task 2.7 Permitting Reviews: DESIGN PROFESSIONAL shall prepare applications and such documents and design data as may be required to procure approvals from all such governmental authorities that have jurisdiction over the Project. The CITY will pay all permit fees. DESIGN PROFESSIONAL shall participate in meetings, submissions, resubmissions and negotiations with such authorities. DESIGN PROFESSIONAL shall respond to comments by such authorities within ten (90) business days of receipt of comments or determine another mutually acceptable timeframe. It is the intent of this scope of services that the DESIGN PROFESSIONAL be the responsible party for formally transmitting and receiving permits to and from the respective jurisdictional authorities. However, since the CITY is to track and monitor progress on the preparation and review of permits and subsequent requests for information, DESIGN PROFESSIONAL shall also copy the CITY on all permit related correspondence. This includes DESIGN PROFESSIONAL generated minutes from meetings held with related parties. It is recognized by CITY that the time period required for obtaining permits is beyond the control of the DESIGN PROFESSIONAL, except with regard to issues concerning the permit ability of the proposed design and the DESIGN PROFESSIONAL's ability to respond to permitting agency requests for information in a timely manner. At the time of scope preparation, governmental authorities that have or may have jurisdiction over Project have been identified as follows: • Florida Department of Environmental Protection • South Florida Water Management District • Miami -Dade Water and Sewer Authority • Miami -Dade Department of Public Works • Miami -Dade Department of Health and Rehabilitative Services • Miami -Dade Department of Environmental Resource Management • The CITY of Miami Beach Building Department • The CITY of Miami Beach Fire Department The CITY of Miami Beach Planning Department • The CITY of Miami Beach Public Works Department Florida Department of Transportation Notwithstanding the above, the CITY's failure to identify governmental authorities that have jurisdiction over the Project shall not relieve DESIGN PROFESSIONAL from its responsibility to assist the City in obtaining all required permits. Deliverables: 1. Correspond with noted jurisdictional authorities to establish permitting requirements. 2. Revise documents and respond to permitting inquiries as required. 3. Attend meetings with the CITY, and /or permitting agency staff as required to review discuss and finalize permit procurement. Schedule: Complete concurrently with Design Phase schedule. *Task 2.8 The DESIGN PROFESSIONAL's QA /QC of Design Documents: DESIGN PROFESSIONAL shall establish and maintain an in -house Quality Assurance ! Quality Control A/Q p ram designed to verify and ensure the quality, clarity, completeness, constructability and bid ability of its ontr d nts Zaha Hadid: Schedule A 23 The CITY, at its discretion, may require that DESIGN PROFESSIONAL attend public meetings or meetings with CITY Staff to review the status and present results of its QA/QC efforts. Items to be addressed may include, but shall not be limited to, review of specifications by respective technical experts and a "Redi- check" type review of the documents to identify conflicts and inconsistencies between the various project disciplines. Provided that "Redi- check" technical experts or any other such effort is paid for by the City and is not part of basic scope of DESIGN PROFESSIONAL's Basic Services. TASK 3 — BIDDING AND AWARD SERVICES: The CITY, at its sole option and discretion, will be advertising for a General Contractor (GC) via an Invitation, to Bid (ITB) or a Construction Manager at Risk (CMR) for Pre - construction Services / Guaranteed Maximum Price (GMP) Construction Contract to prosecute construction of the Project. The DESIGN PROFESSIONAL shall assist, advise and evaluate bids and /or the GMP Amendment(s) as required in the General Contractor's Contract or the Construction Manager at Risk Agreement (Schedule G), attached hereto and incorporated herein by reference. CITY shall transmit contract documents prepared by the DESIGN PROFESSIONAL to the CITY's Risk Management and Procurement Departments for verification of appropriate insurance, form and bonding capacity requirements. Various departments within CITY (Risk Management, Procurement and the City Attorney's Office) have non - technical review responsibility for the Construction Contract Documents. DESIGN PROFESSIONAL shall attend the Technical Review Panel meeting convened by the CITY to interview the General Contractor or CMR and /or sub - contractors and evaluate their submittals. DESIGN PROFESSIONAL's role will be to provide any relevant technical information and address technical questions, as may be needed by CITY staff during the bid evaluation process. Task 3.1 Construction Contract Document Review: DESIGN PROFESSIONAL shall assist the CITY during the bid and award phase of the Project's construction contract. The CITY shall transmit contract documents prepared by DESIGN PROFESSIONAL to the CITY's Risk Management, Legal and Procurement Departments for verification of appropriate insurance, form and bonding requirements. DESIGN PROFESSIONAL shall assist CITY in this effort by providing (1) one electronic copy of the complete contract documents set (drawings and specifications). Task 3.2 Bid Document Delivery: DESIGN PROFESSIONAL shall provide the CITY and GC or CMR with reproducible, camera ready, sets of contract documents for each bid package. The CITY Procurement Department shall reproduce documents and handle the advertising, distribution, sale, maintenance of plan holder lists and other aspects of bid document delivery to prospective bidders. Task 3.3 - Pre -Bid Conference and Bid Opening: The CITY and the GC or CMR shall conduct one or more pre -bid conferences. DESIGN PROFESSIONAL shall attend the pre -bid conference and bid opening for each phase of this Project and review, and advise the CITY accordingly. DESIGN PROFESSIONAL will prepare meeting agenda and draft meeting minutes. DESIGN PROF N shall attend and participate in as many pre -bid conferences and bid openings as may be required. Zaha Hadid: Schedule A 24 Task.3.4 - Addenda Issuance: DESIGN PROFESSIONAL shall provide the CITY timely responses to all inquiries received from the CITY from prospective bidders by preparing written addenda. Format for addenda shall be as provided to DESIGN PROFESSIONAL by CITY. These queries and responses shall be documented and a record of each shall be transmitted to the CITY within 48 hours. DESIGN PROFESSIONAL shall prepare and distribute necessary addenda as approved by the CITY. The CITY will consolidate responses and prepare and distribute the addenda to all plan holders of record accordingly. Task 3.5 Subcontract Bid Evaluation and Bid Opening: DESIGN PROFESSIONAL shall coordinate with the GC or CMR the process for evaluation, review and acceptance of the subcontract bidding. The DESIGN PROFESSIONAL shall be present with the CITY and GC or CMR when the bids are opened and shall evaluate and make recommendations to the CITY regarding the acceptance and award of bids to qualified responsive and responsible subcontractors. DESIGN PROFESSIONAL shall evaluate the bids for completeness, responsiveness and price, including alternative prices and unit prices, and shall make a formal recommendation to CITY with regard to the award of contract. Non - technical bid requirements shall be evaluated by others. This scope of services includes no additional allowance for DESIGN PROFESSIONAL's time to assist the CITY in the event of a bid protest. To the extent DESIGN PROFESSIONAL's services are required in the event of a bid protest; this W all be considered an Additional Service. Task 3.6 Guaranteed Maximum Price (GMP) Construction Contract Award or Hard Bid /,ITB Construction Award: DESIGN PROFESSIONAL shall provide three (3) sets of construction contract documents, inclusive of addenda, for execution by the CITY and the GC or CMR within ten (10) business days or a mutually acceptable time period of request, as approved by the CITY. Task 3.7 As -Bid Contract Documents: After the contract award and prior to the pre- construction conference, the DESIGN PROFESSIONAL shall prepare "As-Bid" construction contract documents which, at a minimum, shall incorporate the following items into the construction contract documents: GC or CMR bid submittals, including but not limited to, bid proposal, insurance, licenses, etc. Amend / modify front -end documents and / or technical specifications to incorporate changes made via contract addenda. Revise construction contract drawings to include modifications / revisions incorporated via contract addenda. The DESIGN PROFESSIONAL shall prepare As -Bid construction contract documents and reproduce sets as requested, for distribution to the CITY within ten (10) business days or a mutually acceptable time period, as approved by CITY •after CITY Commission approval. The following apply to Task 3.1 through 3.7: Zaha Had id: Schedule A 25 Deliverables: 1. Attend and participate in pre -bid conferences and bid openings. 2. Respond to questions from prospective bidders and prepare addenda for distribution by others on a same day basis and no later than 48 hours or a mutually acceptable timeframe. 3. Prepare recommendation of award letter 4. Provide sets of contract documents for contract execution 5. Prepare As -Bid contract documents reproduce sets and forward to the CITY. Schedule: See Schedule "E ": Project Schedule TASK 4 CONSTRUCTION ADMINISTRATION SERVICES The DESIGN PROFESSIONAL shall perform the following tasks related to the construction- administration of the Project. These tasks shall be performed during the duration of all construction. DESIGN PROFESSIONAL's compensation includes construction administration for the duration (through completion and .issuance of final certification) of the Project. DESIGN PROFESSIONAL's construction administration services tasks shall be required during the duration of all construction (through Project completion and final certification) at the negotiated total amount which is based on a monthly rate for an anticipated duration. Beyond this anticipated duration, agreed rates apply for Additional Services, pursuant to Schedule B. No over -time rates will be considered. The use of E- Builder software will be implemented during the construction phase of this Project and will be used by CITY *staff, the Contractor, and the DESIGN PROFESSIONAL for Project document management and tracking purposes. DESIGN PROFESSIONAL will be required to electronically archive into E- Builder scanned copies of: DESIGN PROFESSIONAL transmittals, approved /rejected submittals and shop drawings; responses to-requests for information, contract document clarifications, requests for proposals; field orders; field measurement forms and pay application review comments; notices of contractor non - compliance; contractor permits, notices to proceed, inspection reports and photographs; daily work log and Daily Construction Observation Forms; pre /post construction digital photographs; materials sampling and test results and reports; certificates of substantial and final completion, and any and all correspondence, reports, logs and documents associated with Project management, construction administration, and Resident Project Representative activities associated with the construction and final certification of the Project. The E- Builder software license expense will be a reimbursable item and the required training for this software will be facilitated by the CITY. Task 4.1a.Pre- Construction Meeting: The DESIGN PROFESSIONAL shall attend one (1) pre- construction meeting with CITY and Contractor. The DESIGN PROFESSIONAL will prepare and distribute agenda and subsequent meeting minutes to all attendees and other appropriate parties. Deliverables: 1. Attend and participate in pre- construction meeting. 2. Prepare agenda and meeting minutes. Schedule: As scheduled by CITY after issuance of Task 4 Notice to Proceed. Zaha Hadid: Schedule A 26 . Task 4.1 b: Pre - Construction Kick -off Meeting with Residents: DESIGN PROFESSIONAL shall prepare, attend and conduct one (1) pre- construction meeting with the residents. The 10-Purpose of this meeting shall be to introduce the Contractor to the residents, as well as have the DESIGN PROFESSIONAL present a Power Point overview of anticipated construction sequencing, conditions to be expected, and other issues that may be of concern to residents, as either addressed at the meeting, or the pre- meeting with CITY representatives (that is to be held to review the content of the presentation with the DESIGN PROFESSIONAL prior to the meeting). Task 4.2 Weekly Construction Meetings: The DESIGN PROFESSIONAL shall attend weekly construction meetings with the Contractor and applicable CITY staff for the duration of the Project. The purpose of these meetings shall be to review the status of construction progress, shop drawing submittals, and contract document clarifications and interpretations. These meetings shall also serve as a forum for discussion of construction issues, potential changes / conflicts and any other applicable matters. The meetings may include site visits to visually observe / address construction related concerns that may result from discussion during the construction meeting. These site visits shall be separate and distinct from the "Specialty Site Visits" under Task 4.6. The DESIGN PROFESSIONAL will prepare meeting minutes and distribute to all attendees and other appropriate parties. Site visits and observations are not intended to be an exhaustive check or detailed inspection of the Contractor's work but rather are to allow the DESIGN PROFESSIONAL to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. Based on field observations �nd other construction related activities, the DESIGN PROFESSIONAL shall identify and document observations, field conditions, Contractor performance related items, and other risks /concerns that may impact the cost and timely delivery of. the Project, and the expectations of the CITY, as well as the Contractor's plans and recovery schedule to mitigate those risks and meet contractual obligations. Deliverables: 1. Attend and participate in weekly construction progress meetings. 2. Prepare meeting minutes and distribute same within. 48 hours of construction meeting to document construction activities as stated above. 3. Issue non - compliance notices to the Contractor, and log into the E- Builder software program, as warranted. 4. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted. Schedule: Weekly throughout the Project duration. Task 4.3 Contractor's Submittals and Shop Drawings The DESIGN PROFESSIONAL shall review and approve or take other appropriate action on the contractor submittals, such. as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, fabrication processes, construction means and methods or coordination of the work with oth rad al of which are the sole responsibility of the Contractor. Review of a specific item shall not indicat that t IGN Zaha Hadid: Schedule A 27 PROFESSIONAL has reviewed the entire assembly of which the item is a component. The DESIGN PROFESSIONAL shall not be responsible for any deviations from the Construction Documents not brought to the attention of the DESIGN PROFESSIONAL in writing by the Contractor. The DESIGN PROFESSIONAL shall not be required to review partial submissions or those which submissions of correlated items have not been received. .The DESIGN PROFESSIONAL will receive, log and. distribute Contractor submittals and shop drawings for review. The DESIGN PROFESSIONAL shall have ten (10) business days from the time of receipt in its office, to review and return submittals and shop drawings to the Contractor. The CITY will hold the DESIGN PROFESSIONAL directly responsible for any impacts resulting from untimely review of submittals. 4.3.1 The DESIGN PROFESSIONAL shall review and approve (or disapprove and require modifications to) the Contractor's document submittal schedule. 4.3.2 The DESIGN PROFESSIONAL shall review and evaluate product data and samples, schedules, shop drawings, and other submissions for conformance with the design requirements of the Project(s), applicable codes and ordinances, Project Specifications and the Construction Contract Documents. 4.3.3 The DESIGN PROFESSIONAL :shall conduct reviews and evaluations and respond appropriately with reasonable promptness in order to cause no delay to the progress of the Project(s), as outlined in the Contractor's approved document submittal schedule, but in any event, DESIGN PROFESSIONAL's action will be taken not later than ten (10) business days from Contractor's submittal. The DESIGN PROFESSIONAL shall review and either return without .exceptions, or with noted comments, reject, or take other appropriate action upon a Contractor's submittal. The DESIGN PROFESSIONAL's action shall be taken with such reasonable promptness so as to cause no delay to the progress of the Project(s), as called for in the Contractor's approved document submittal schedule, while allowing sufficient time in the DESIGN PROFESSIONAL's professional judgment to permit adequate review. If the DESIGN PROFESSIONAL rejects a submittal, the DESIGN PROFESSIONAL shall state, in writing, the grounds for rejection. 4.3 .4 If the DESIGN PROFESSIONAL is required to review a submittal more than two (2) times due to an incomplete or incorrect submittals by the Contractor, an appropriate Change Order may be issued by the DESIGN PROFESSIONAL deducting a sum reasonably sufficient to compensate the DESIGN PROFESSIONAL from payments due or to become due to the Contractor as compensation for the DESIGN PROFESSIONAL's additional expenses and services made necessary by the Contractor's submission of incomplete or incorrect submittals. The DESIGN PROFESSIONAL shall notify the PM within three (3) business days of a second submittal rejection. 4.3.5 The DESIGN PROFESSIONAL shall prepare change order items for the City's action in a timely manner in order to cause no delay to the progress of the Project. DESIGN PROFESSIONAL's action will be taken no later than seven (7) business days from the CITY's request to process change order. 4.3.6 The DESIGN PROFESSIONAL shall assemble, for transmittal to the CITY, the various documents required by 01 contract from the Contractor including, but not limited to, shop drawings, guarantees, warranties, operation and maintenance manuals, releases of claim and as -built documents. Zaha Hadid: Schedule A 28 Deliverables: 1.. Review and approve, require modifications, or reject, submittals and shop drawings and return them to the CITY and /or Contractor. 2. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted. Schedule Ongoing throughout Project duration. Task 4.4 Substitutions The DESIGN PROFESSIONAL shall review and evaluate in a timely manner, for the CITY's review and approval, substitutions proposed by the Contractor for conformance with the Construction Documents and shall recommend substitutions only when it can be demonstrated that the item specified or its successor is no longer available for purchase or that the substitution provides a clear benefit to the project as jointly determined by CITY and DESIGN PROFESSIONAL in performance, quality, aesthetics and /or price. The DESIGN PROFESSIONAL is.not required to act on any request for substitution that is not submitted within forty -five (45) business days of execution of the Construction Contract, except for good cause shown or unless requested by the CITY; if so, the cost thereof, including compensation for the DESIGN PROFESSIONAL's additional services and expenses made necessary by such request for substitutions may be deducted from any amount due or to become due to the Contractor from the CITY. Task 4.5 Quality Control The DESIGN PROFESSIONAL shall make a reasonable effort to evaluate materials and /or workmanship for conformance, with Construction Contract Documents, evaluate quality control testing reports, advise the Contractor and the CITY immediately of any unacceptable materials and /or workmanship the DESIGN PROFESSIONAL may discover. The CITY recognizes and accepts that the DESIGN PROFESSIONAL shall have no responsibility or control over the Contactor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor. Task 4.6 Requests for Information i Contract Document Clarification (RFIs I CDCs): The DESIGN PROFESSIONAL will receive, log and process all RFIs / CDCs. Whenever an RFI involves the interpretation of design issues or design intent, the DESIGN PROFESSIONAL shall prepare a written response within three (3) business days and return it to the CITY. In addition, should certain items within the contract documents require clarification, the .DESIGN PROFESSIONAL may be requested by the CITY to prepare and forward CDCs. The CITY will hold the DESIGN PROFESSIONAL directly responsible for any impacts resulting from untimely responses. However, if the Contractor's request for information, clarification or interpretation.are, in the CITY and DESIGN PROFESSIONAL's opinion, for information readily apparent from reasonable observation of field conditions or a review of the Construction Documents, or are reasonably inferable therefrom, the DESIGN PROFESSIONAL shall be entitled to reasonable compensation for Additional Services for the DESIGN PROFESSIONAL's time spent responding to such requests. The CITY'S opinion in this matter shall be final. Zaha Hadid: Schedule A 29 Deliverables: 1. Respond to those RFI's that involve design interpretations and return to CITY. • 2. Issue CDC's as required. Respond / process RFPs as required. 3. Provide RFi, CDC and other construction management logs. 4. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted. Schedule: On -going throughout Project construction duration Task 4.7 Requests for Changes to Construction Cost and /or Schedule: The DESIGN PROFESSIONAL will receive, log and evaluate all requests for Project cost and /or schedule changes from the CM and report such to the CITY at the weekly progress meetings at a minimum. The DESIGN PROFESSIONAL shall distribute - and update the Change Order log at each progress meeting. Changes may be the result of unforeseen conditions or interferences identified, by the Contractor during the routine progress of work, inadvertent omissions (betterment) issues in the contract documents, or additional improvements requested by the CITY or DESIGN PROFESSIONAL after approval of the GMP Amendment(s) by the CITY Commission. Regardless of the source, DESIGN PROFESSIONAL will evaluate the merit of the claim as well as the impact of the potential change in terms of Project cost and the schedule. DESIGN PROFESSIONAL will review claims and / or change order requests with CITY. No claims assistance services are included under this task. Deliverables: 1. Perform independent review of request for cost increase and /or time extension. • 2. Coordinate and participate in meetings, as required, with the CITY and Contractor to resolve and /or negotiate the equitable resolution of request. To the extent that the Change Order is not generated by an error or omission of the DESIGN PROFESSIONAL, the DESIGN PROFESSIONAL shall be compensated for such additional work. 3. Provide written opinion and / or recommendation upon request. 4. Prepare change order documentation in AIA format with supporting documentation. 5. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted. .Schedule: Ongoing throughout Project duration Task 4.8 Mandatory Specialty Site Visits The DESIGN PROFESSIONAL shall be required to perform the following mandatory site visits that shall occur during the following stages of construction (as applicable to the scope of work of this Project) and shall be conducted by the appropriate professional DESIGN PROFESSIONAL's sub - DESIGN PROFESSIONAL& A. Site preparation /underground utilities /demolition: 1. Clearing, demolition & debris removal 2. Site utilities, excavation & installation 3. Site Drainage • B. Foundations and ground floor slab (By Special Inspector) 1. Foundation excavation Zaha Hadid: Schedule A 30 2. Reinforcement placement 3. Foundations - pouring Ground floor slab - reinforcement 0' 5. Underground utilities before backfillin 9 9 occurs C. " Structural framework: General Observations (By Special Inspector) 1. Reinforcement concrete - reinforcement sizing & spacing before pouring, based on approved reinforcing steel shop drawings 2. Steel - connections, welds, bolts & fireproofing D. Exterior closure: 1. Exterior walls - attachment to foundation, expansion joints, stucco and paint (By Special Inspector) 2. Windows /glass - installation, method of attachment (By Special Inspector) 3. Doors- flashing, installation, hardware, hold E. Roof structure and accessories: Roof slab by (Special Inspector) 2. Roof insulation & flashing 3. Final roofing material & accessories Interior Build -Out (rough -in): 1. Interior walls & ceilings - insulation, bracing, fire rating 2. Fixtures & equipment - backing, rough -in 3. Floors & substrate 4. Electrical system rough -in, conduit, boxes, raceways 5.. HVAC system rough -in, chilled lines, ductwork, dampers, insulation 6. Plumbing system, backing, fittings, clean -outs, traps 7. Fire alarm & security system rough -in, conduit, boxes, raceways G. Interior build -out (finish): 1. Building finishes 2. Cabinetry work & shelving 3. Floors 4. Walls 5. Ceilings 6. Accessories 7. HVAC, controls, grilles, equipment, fire dampers 0 -98: Plumbing - fixtures, grab bars, valves & drains . Electrical - fixtures, outlets, switch, safety switches, fire alarm & P.A. system 10. Safety -to -Life systems Zaha Hadid: Schedule A 31 H. Final exterior work: A 1 Paving, slope, drainage, striping & curbs D 2. Landscaping - irrigation, planting material, grades 3. Stucco /paint, cracks, caulking, flashing, expansion joints 4. Walkways — drainage I. Final punch - list /close -out: 1. Punch -lists 2. Project close -out 3. Instruction manuals 4. Substantial Completion Form 009210 5. Certificate of Final Payment Form 0926 J. Warranty Phase: 1. Warranty period visit 2. Review and certify visit K. Post - Occupancy Evaluation. After each Site Visit, the DESIGN PROFESSIONAL, and /or the DESIGN PROFESSIONAL's sub - consultants, shall t - omplete and submit to the CITY, a report ( "Site Visit Report") which shall, at minimum, contain the following information. 1. Site Visit report number; 2. CITY, Facility name, Project title, Project number and location; 3. Name of contractor /subcontractor; 4. Start and finish time of Site Visit and weather conditions; Project site administrator sign -in and sign -out; 5. Personnel on -site, by trade; 6. Progress /quality of work by trade; 7. Photographic record with captions (digital format); and 8. Remarks /Actions On the basis of Site Visit observations, the DESIGN PROFESSIONAL shall inform the CITY and the Contractor within five (5) business days, in writing, of the progress (or lack of progress) and quality of the Work and the DESIGN PROFESSIONAL shall endeavor to guard the CITY against defects and /or deficiencies in the Work. The DESIGN PROFESSIONAL shall have access to the Work at all times, whether it is in preparation or progress, in order to meet its responsibilities and obligations under the agreement. The DESIGN PROFESSIONAL shall not be responsible for any acts or omissions of the Contractor, any subcontractor, any entity performing any portions of the Work or any agents or employees of any of them. The DESIGN PROFESSIONAL does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's 1 0failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. Zaha Hadid: Schedule A 32 Task 4.9 Certification for Payments All payments shall be processed in accordance with the requirements of the General Conditions of the Contract e p — ocuments and Florida's Local Government Prompt Payment Act in effect at the time the payments are being processed. he DESIGN PROFESSIONAL shall review the Contractor's notarized requisitions for payment, the schedule of values, as- builts, subcontractor partial releases and the Project schedule(s) as required by the General Conditions of the Contract for Construction. The DESIGN PROFESSIONAL shall determine the amounts, which, in the DESIGN PROFESSIONAL's opinion, should be paid to the Contractor and shall recommend for CITY's approval certificates for payments in such amounts. These certificates will constitute a representation to the CITY, based on -site observations by all appropriate Designated Specialists for architectural and engineering disciplines and on the data comprising the application for payment that the Work has progressed to the point indicated. I By recommending a certificate for payment consistent with the Contract Documents, the DESIGN PROFESSIONAL shall also represent to the CITY that, to the best of the DESIGN PROFESSIONAL's professional knowledge, information and professional judgment, the quality of work is in general accordance with the Construction Contract Documents, unless the CITY has been notified to the contrary in writing. Prior to issuing certification for payment, the DESIGN PROFESSIONAL shall review the status of Contractor's Construction Documents, As- Builts, and Project Schedules and verify that the Construction Documents, As- Builts, and *Project Schedules are up -to -date and accurate to the extent visual observation of construction will disclose. The DESIGN PROFESSIONAL shall also confirm that, after the first application for payment, each subsequent application shall be accompanied by subcontractor partial lien releases fully accounting for subcontractor payments due for the previous application. If the Construction Documents, As- Builts, and /or Project Schedule(s) are not up -to -date and/or accurate, the DESIGN PROFESSIONAL shall include in its certification for payment a statement that the Construction Documents, As- Builts, and /or Project Schedule(s) are not up -to -date. In such event, the CITY may: Reject the partial or final requisition for payment due Contractor until DESIGN PROFESSIONAL verifies that the Construction Documents and /or Project Schedule(s) are up -to -date and accurate. The DESIGN PROFESSIONAL's certification is a representation by DESIGN PROFESSIONAL to the CITY that all required items noted herein are submitted and proper and/ serves as a recommendation for payment only. The DESIGN PROFESSIONAL shall make every reasonable effort to process the Contractor's requisitions for payment in accordance with the timelines established in the General Conditions of the Contract for Construction. Task 4.10 Substantial Completion .The DESIGN PROFESSIONAL, upon notification by the Contractor that the Work is substantially complete d ready for substantial completion, including, but not limited to all "Life Safety Standards ", shall promptly cond t in e i to determine the date or dates of substantial completion for the Work. If the DESIGN PROFESSIONA det at in Zaha Hadid: Schedule A 33 the DESIGN PROFESSIONAL's opinion the. Work has reached substantial completion and the Work is ready for inspection, the DESIGN PROFESSIONAL shall provide written notice to the CITY and the Contractor. The DESIGN O p ROFESSIONAL, including its engineers and DESIGN PROFESSIONALS, the CITY and the Contractor shall participate in a walk- through to inspect the Work. At the conclusion of the Inspection, the Work will be determined as follows: 9 P P , • Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in accordance with the Contract Documents. • Substantially Complete: If it is determined that the Work has achieved Substantial Completion, this is the date for contract purposes, that liquidated damages end and the DESIGN PROFESSIONAL will prepare a consolidated Substantial Completion Punchlist which will incorporate all punchlists prepared by participants in the walk- through. The Substantial Completion Punchlist will be provided to the Contractor within fifteen (15) calendar days of the Inspection. The Contractor shall complete the Substantial Completion Punchlist within thirty (30) calendar days.of its receipt and provide written notice to the DESIGN PROFESSIONAL that the Work is ready for final inspection and acceptance inspection and acceptance. If the Substantial Completion Punchlist is not completed and the Project(s) accepted within thirty (30) calendar days of its receipt from the DESIGN PROFESSIONAL without good cause shown, damages will be assessed as described in the Contract Documents and such other consequences as allowed by contract and at law shall be employed. Not Substantially Complete: If the DESIGN PROFESSIONAL determines that the Work has not achieved Substantial Completion, the DESIGN PROFESSIONAL will notify the Contractor in writing of the deficiencies within ten (10) calendar days of the Inspection. W ask 4.11 Final Completion and Final Payment 4.11.1 Upon receipt of written notice that the Work is ready for Final Inspection and Acceptance and upon receipt of a final Requisition for Payment or at completion of the thirty (30) day punchlist period, whichever is earliest, the DESIGN PROFESSIONAL, its engineers and other consultants, the CITY and the Contractor shall participate in a walk- through to inspect the Work. At the conclusion of the inspection, the Work shall be determined to be as follows: • Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in accordance with the Contract Documents. • Not Finally Complete: If it is determined that the Work has not achieved Final Completion, the DESIGN PROFESSIONAL shall prepare a Final Completion Punch -list and Final Completion shall be achieved in accordance with the Contract Documents. If after the preparation of an initial Final Inspection Punch -list additional legitimate Punch -list items are identified, the CITY may, at its option, address the additional Punch -list items as items under guarantee. After all Final Inspection Punch -list items have been completed, the DESIGN PROFESSIONAL will recommend to CITY acceptance of the Project(s) and make recommendations regarding the Contractor's final pay request. Acceptance occurs on the date that the CITY determines the Project(s) is(are) complete, including the proper and complete submittal of all .warranties, manuals, and other closeout documents, and no work remains to be performed. Zaha Hadid: Schedule A 34 Task 4.12 Record Documents After construction is completed, the DESIGN PROFESSIONAL utilizing record data provided by the Contractor along with *the DESIGN PROFESSIONAL's own record data, shall revise and update the original construction contract documents showing all changes made by addenda, substitutions, change orders or field instructions during construction. After the original construction contract documents have been updated by the DESIGN PROFESSIONAL to conform to the record data, and the CITY has reviewed and approved these record documents, the DESIGN PROFESSIONAL shall verify the following submittal requirements and furnish to the CITY: 4.12.1 One electronic copy and four (4) sets of full size blue line drawings of the updated record drawings. 4.12.2 The Contractor's marked -up record field set of drawings and a new, final survey, if applicable, of the Project(s) furnished to the DESIGN PROFESSIONAL by the Contractor. 4.12.3 Four (4) sets of the annotated (updated) Project Specifications indicating on all sections, the requirements of which have been changed by addenda, by substitutions or by change orders, the addendum item, the substitution or the change order which effected the change. Each Project Specification set shall include copies of all referenced written addenda, substitutions, change orders or other documents that delineate the change. 4.12.4 Four (4) copies of all maintenance and operations manuals, and equipment and product warranties. 4.12.5 One (1) set of approved shop drawings. Task 4.13 Occupancy During the final completion process, the DESIGN PROFESSIONAL shall notify the CITY when, based upon the DESIGN PROFESSIONAL's observation, the Project(s) is(are) sufficiently complete to allow occupancy by the CITY. Occupancy *by the CITY at any time during the correction of punch -list items shall not alter the schedule or responsibilities of the DESIGN PROFESSIONAL regarding completion. Task 4.14 Project Closeout At Substantial Completion, the DESIGN PROFESSIONAL shall immediately commence closeout of the Project(s), finalizing all aspects of the construction phase, including: obtaining from the Contractor all required submittals, such as marked -up record documents, warranties, operating and maintenance manuals, releases of claim; updating and submitting record documents; verifying the Contractor's completion of punch -list items; assisting the CITY with respect to the final inspection and certificate of occupancy by the CITY's Building Department, Fire, Planning, Public Works, and any other agency that has jurisdiction over the Project including satisfactorily responding to all comments which apply to the DESIGN PROFESSIONAL and the DESIGN PROFESSIONAL's work.; completing the processing of any remaining contract change orders; evaluating the assessment of liquidated damages, if any, and reviewing and processing final payment(s) to the Contractor. The. DESIGN PROFESSIONAL shall certify that, to 'the best of the DESIGN PROFESSIONAL's professional knowledge and belief, no asbestos - containing building material (ACBM) was specified for, or was used in the construction of the Project. Project closeout shall be completed within sixty (60) calendar days after acceptance of the completed Project. The .Project closeout as defined by this section, either by the completion of the duties required herein or the sixty (60) day requirement identified herein, shall be the date of the completion of the A/E AGREEMENT for purpo s f p en assessment of damages incurred by the CITY, determination of extended contract administration i any, th r Zaha Hadid' Schedule A 35 claims by the DESIGN PROFESSIONAL, insurance, and such other events or activities which require a date of contract completion to be made effective. 0 6eliverables: 1. . Receive Contractor Substantial Completion notification. 2 Coordinate and attend field meetings to review Substantial Completion. 3. Prepare and verify that punch lists are completed. 4. Certify Project completion to appropriate agencies. 5. Receive from Contractor original permit set, red -lined "as- built" drawings in a form acceptable to the City. 6. Prepare electronic record drawings and certify Project as complete per applicable jurisdictional requirements. 7. Submit five (5) full size copies of final as -built record drawings with applicable certifications of completion. 8. Submit final as -built record drawings electronically in CD format. 9. Submit final Project photographs / aerials. Provided these have been submitted by Contractor DESIGN PROFESSIONAL to provide Close -Out Book with the following information: 1. Permits: Complete final permit inspection sign -offs; ensure that all permits are closed, provided that the permits have been completed by contractor 2. Certification of Project Completion that Project was built, to the best of DESIGN PROFESSIONAL'S professional knowledge, in accordance with plans and specifications. 3. Change orders: Provide all finalized change order information, including funding. 4. Punch list: Provide complete list, including date item closed. 5. Certificate of Substantial / Final Completion 6. Operating and Maintenance Manuals, provided these are submitted by Contractor 7. Pay applications 8. Final Waiver and Releases of Lien / Consent of Surety, provided these have been submitted by contractor 9. Material testing log, provided these have been submitted by contractor 10. Permit fees log, provided these have been submitted by contractor 11. Record drawing log, provided these have been submitted by contractor Scheduler On- going throughout duration of Project. Task 4.1,5 Warranty Administration /Post Project Services: The DESIGN PROFESSIONAL shall assist the CITY with the coordination of requested warranty work. This assistance shall be provided for a period of up to one (1) year following Final Completion and acceptance of the Project by the CITY, or the issuance of the Final Payment, whichever occurs latest. Deliverables: _ .1. Assist the CITY with warranty work completion. Schedule: Up to one (1) year following Final Completion and acceptance of the Project by the CITY, or the issuance of 1110the Final Payment, whichever occurs latest. Zaha Hadid: Schedule A . 36 TASK 5 OTHER SERVICES The following services and Designated Specialists shall be included as part of the Basic Services: * Task 5.1 Parkin g p and Transportation Consultant The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a professional Parking and Transportation Consultant to provide expertise and design` input regarding the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.2 Traffic Impact Study The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of an engineer to provide a traffic impact study within the parameters established by the City for the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.3: Environmental Assessments The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of an engineer to provide a Phase One Environmental Site Assessment Report and /or Phase Two Environmental Site Assessment Report within the parameters .established by the City for the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.4 Threshold Inspection and Special Inspection Services ' The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a licensed threshold inspection and special inspection services professional, as required by the Florida Building Code and /or the City of Miami Beach Building Department for the Project, to meet the intent of the approved Project Scope: Proposals for these services shall be submitted to the CITY for review and approval. Task 5.5 Surveying: The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a licensed surveyor(s) to prepare a topographical survey within the Project limits to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. - Task 5.6 Underground Utility Verification: The DESIGN PROFESSIONAL shall contract the services of an underground utility location service to perform additional vacuum extraction excavations, as needed, in an effort to better identify existing underground conditions where work is to be performed. Actual locations shall be as directed by the DESIGN PROFESSIONAL, subject to CITY review and acceptance. Proposals for these services shall be submitted to the CITY for review and approval. X2" 1-� i Keq!� i 7 tV4 VIh I � A6 5"*V44 10 T�t6CVATD Task 5.7 Geotechnical The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a geotechnical firm to perform boring / test Os ervices excavations as necessary to adequately define the soil characteristics for the purposes of design. Proposals for thes shall be submitted to the CITY for review and approval. Zaha Hadid: Schedule A 37 Task 5.8 Asbestos Survey The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a geotechnical firm to perform a demolition asbestos containing materials and HAZMAT survey for the existing facilities at the Project site. Proposals for these services shall be submitted to the CITY for review and approval. The DESIGN PROFESSIONAL shall negotiate a fair and equitable agreement with each of the Designated Specialists based on the terms and conditions of this AGREEMENT. The DESIGN PROFESSIONAL may choose additional specialists, for which prior written notice to the CITY shall be given, but shall not terminate or replace those originally designated without the prior written approval of the CITY and without a signed and sealed or notarized release from the Designated Specialist being replaced or justification acceptable to the CITY that such a release is not obtainable. The DESIGN PROFESSIONAL's agreement(s) with its Designated Specialists shall specifically require the Designated Specialists to visit the Project(s) during construction, as part of their comprehensive services, in order to guard the CITY against deviations by the Contractor from requirements of the Contract Documents. The DESIGN PROFESSIONAL shall be' responsible for all the work of the DESIGN PROFESSIONAL's organization and that of the DESIGN PROFESSIONAL's Designated Specialists. In the required effort to avoid errors and omissions in the Construction Documents, special attention shall be given by Designated Specialists to the coordination of their work with that of others., However, the final responsibility for such coordination rests with the DESIGN PROFESSIONAL. Nothing contained in the AGREEMENT shall create any contractual relationship between the CITY and any of the Designated *Specialists working for the DESIGN PROFESSIONAL. It shall be understood that the DESIGN PROFESSIONAL is in no ,way relieved of any responsibility under the terms of this AGREEMENT by virtue of the performance or non - performance of required services by any Designated Specialist who may associate with the DESIGN PROFESSIONAL in performing the work. ADDITIONAL SERVICES No Additional Services are envisioned at this time. However, if such services are required, they shall be requested by CITY and negotiated in accordance with Agreement requirements pursuant to the hourly rates identified in Schedule "C ". Note that a separate Notice to Proceed is required prior to performance of any work or services not expressly required by this Scope of Services. If DESIGN PROFESSIONAL proceeds with "out of scope" work or. services, without proper authorization, it does so at its own risk. REIMBURSABLE EXPENSES Reproduction Services: The DESIGN PROFESSIONAL shall be reimbursed at the usual and customary rate for reproduction of reports, contract documents renderings, models and miscellaneous items, as may be requested by the . CITY. Unused amounts in this allowance shall be credited back to the CITY at the completion of the Project. Travel and Subsistence: 0 -Travel and Subsistence is included as part of the Compensation under the AGREEMENT/ or Basic Services. Zaha Hadid: Schedule A 38 RECORDS RETENTION The DESIGN PROFESSIONAL shall retain all financial and design documentation related to the Project for a minimum of ,„four (4) years after completion of the AGREEMENT, or for such longer period as may be required by law. Minimum Drawing Requirements The composite set of drawings to be produced shall contain sufficient information and detail to clearly define all proposed improvements in terms of quantity, quality and location. The DESIGN PROFESSIONAL shall propose a drawing list to be reviewed and approved by the CITY. Site Plans • Existing Conditions — Site Survey — to include property lines, existing grade / topography, sidewalks, pavement areas, landscaping, site improvements, buildings, dimensions of buildings, fencing, lighting, overhead' and underground utilities, etc. • Demolition — Clearly depict existing conditions to be demolished or modified. • Proposed improvements - Clearly depict all new design elements including sidewalks, pavement areas, landscaping, buildings, fencing, lighting, utility modifications, replacements, and additions, etc. Enlarged site plans— Where necessary to clearly define Project requirements, provide enlarged site plans for specific areas of improvement. Building Drawings *,All buildings to be demolished, renovated or constructed shall be detailed in the Project drawings in sufficient detail to clearly and thoroughly depict the intended improvements or modifications and shall at a minimum include drawings for all involved disciplines: Architectural, Civil, Structural, Mechanical, Electrical, Plumbing, and Landscape Architecture. Drawings shall be organized by building and by discipline. THIS IS A LUMP SUM CONTRACT. SCHEDULE A -1 OUTLINE OF DELIVERABLES - (See attached) Zaha Hadid: Schedule A 39 SCHEDULE A -1 OUTLINE OF DELIVERABLES 48 goal iajl!vy a t<4y — 2u!aaau!Su3 ue9uel n n sseH w! 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Note * *: Construction Administration will be paid based on a monthly basis upon commencement of construction and for a project duration of eighteen (18) months. The CONSULTANT's monthly fee during the construction phase will be $31,972. In the event that, through no fault of the CONSULTANT, Construction Administration services are required to be 40 extended, which extension shall be subject to prior CITY approval, at its sole discretion, the CONSULTANT agrees to extend said services for $31,972 per month for the duration required to complete the project. Note * * *: The Reimbursable Expenses allowance belongs to the CITY and must be approved in advance, by the Project Coordinator. Unused portions will not be paid to the CONSULTANT. I 1 J Zaha Hadid: Schedule B 03/26/2012 12:25 PM V, m c5 —1 iz tr rs 6 �6 10 a 0 E ci 7 6 ci .2- cs 6 O O E 77 lk oq lo 6 c5 14 61 In 16 cs Zf ��O11 d pO IF, E 1E D, Ne 3 R. IT IT LQJ ui E v c CD 0 2 io! zo w x B ?I - z I 0 is i� �1 - rl it it Ilk `VIII ►�IfIII � SCHEDULE C HOURLY BILLING RATE SCHEDULE • 50 l../ I SCHEDULE C HOURLY BILLING RATES Project Principal $ 150.00 Traffic Engineers $ •101.00 Project Manager $ 120.00 Cost Estimator $ 65.00 Senior Civil Engineer $ 115.00 Specifications Writer $ 55.00 Civil Engineer $ 101.00 Constr. Administrator /Manager $ 82.00 Senior Electrical Engineer $ 115.00 Senior Project Manager $ 120.00 Electrical Engineer $ 101.00 MEP Project Engineer $ 120.00 Senior Mechanical Engineer $ 115.00 Horticultural /Maintenance /Consultant $ 75.00 Mechanical Engineer $ 101.00 Irrigation Engineer $ 82.00 Senior Structural Engineer $ 115.00 Job Captain $ 80.00 Structural Engineer $ 101.00 Interior Designer $ 83.00 Senior Environmental Engineer $ 115.00 Principal /Director of Design $ 120.00 Environmental Engineer $ 101.00 Environmental Technician $ 65.00 Environmental Specialist $ 55.00 Environmental Permit Specialist $ 55.00 Project Scientist $ 105.00 Senior Surveyor $ 120.00 Surveyor $ 101.00 Surveyor Support Staff $ 60.00 Senior Architect $ 115.00 Architect $ 101.00 Senior Designer $ 115.00 • Designer $ 83.00 Senior Urban Planner $ 115.00 Senior CAD Technician $ 60.00 CAD Technician $ 55.00 Senior Landscape Architect $ 115.00 Landscape Architect $ 101.00 Clerical $ 35.00 Administrative Assistant $ 35.00 Survey Crew Party of 2 $ 122.33 Survey Crew Party of 2 w /GPS $ 146.53 Survey Crew Party of 3 $ 148.21 Survey Crew Party of 3 w/ GPS $ 171.31 Survey Crew Party of 4 $ 183.75 Survey Crew Party of 4 w /GPS $ 217.50 Sr. Inspector (CEI) $ 90.00 Inspector (CEI, Field or Construction) $ 82.50 Project Engineer (Coastal or Other) $ 101.00 Sr. Field Services Professional $ 101.00 Field Services Professional $ 70.00 Threshold Inspector $ 120.00 Structural Special Inspector $ 95.00 Technical Editor $ 65.00 Senior GIS Specialist $ 101.00 GIS Specialist $ 75.00 • Staff Engineer /Geologist /.Scientist $ 82.00 Landscape Designer $ 83.00 Planner $ 101.00 Project Principal (Structural Engineer) $ 150.00 Zaha Hadid: 03/26/2012 I2:25 PM • SCHEDULED CONSTRUCTION COST BUDGET 51 An SCHEDULE D CONSTRUCTION COST BUDGET ® $18,500,000 Zaha Hadid: 03/26/2012 12:25 PM • SCHEDULE E PROJECT SCHEDULE 52 SCHEDULE E PROJECT SCHEDULE (TBA) Zaha Hadid: 03/26/2012 12:25 PM f r SCHEDULE F GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT • • 53 OOXXX. GENERAL CONDITIONS ' 1._ Project Manual 1.1. The Project Manual includes any general or special Contract conditions or specifications attached hereto. 1.2. The Project Manual, along 'with all documents that make up and constitute the Contract Documents, shall be followed in strict accordance as to work, performance, material, and dimensions except when Consultant may authorize, in writing, an exception. 1.3. Dimensions given in figures are to hold preference over scaled measurements from the drawings; however, all discrepancies shall be resolved by Consultant. Contractor shall not proceed when in doubt as to , any dimension or measurement, but shall seek clarification from Consultant. l 1.4. Contractor shall be furnished three (3) copies, free of charge, of the Project Manual; two of which shall be preserved and always kept accessible to Consultant and Consultant's authorized representatives. Additional copies of the Project Manual may be obtained from City at the cost of reproduction. 2. Intention of City It is the intent of City to-describe in the Contract Documents a functionally complete Project (or part thereof) to be constructed in accordance with the Contract Documents and in accordance with all codes and regulations governing construction of the Project. Any work, materials or equipment that may reasonably be inferred from the Contract Documents as being required to produce the intended result shall be supplied by Contractor whether or not specifically called for. When words which have a well -known technical or trade meaning are used to describe work, materials or equipment, such words shall be interpreted in accordance with that meaning. Reference to standard specifications, manuals, or codes of any technical society, organization or association, or to the laws or regulations of any governmental authority, whether such reference be specific or by implication, shall mean the latest standard specification, manual, code or laws or regulations in effect at the time of opening of bids and Contractor shall comply therewith. City shall have no duties other than those duties and obligations expressly set forth within the Contract Documents. 3. Preliminary Matters 3.1. Within five (5) calendar days prior to. the pre- construction meeting described in Section 3.2, Contractor shall submit to Consultant for Consultant's review and acceptance: 3.1.1 A project "Base Line" schedule, one (1) copy on a CD and One (1) hard copy (activities arranged in "waterfall "), in the indicated form for Final review and approval: O Bar Chart O Modified CPM ( *) CPM N Computerized CPM using the latest edition Primavera P3 software (CPM shall be interpreted to be generally as outlined in the Association of General Contractors (AGC) publication, "The Use of CPM in Construction. ") CONTRACTOR shall provide a preliminary man loaded, logic based "Base Line" Project schedule using "Early Start" and "Early Finish ".dates for each activity. The Contractor shall include, in addition to normal work activity input, input that encompasses all submittal approvals, delivery durations for important materials and /or equipment, and Logic relationships of activities including physical and site restraints. This input shall ' be precedence based CPM scheduling using the most recent version of Primavera P3 software. CONTRACTOR shall provide PROGRAM MANAGER with a copy of the software. 3 The preliminary Base Line project schedule when submitted shall have attached a run of the programs generated error report that states no errors and be acceptable to CONSULTANT. Monthly, CONTRACTOR shall submit with each progress application an update of the Project Schedule with an error report stating no errors (that does not revise the base line schedule), showing the progress for the month. CONTRCTOR SHALL SUBMIT ONE HARD COPY AND ONE ELECTRONIC COPY. In addition to the Progress Schedule • CONTRACTOR shall include a narrative report of the months' progress, an explanation of any delays and or additions /deletions to activities. It is strongly recommended that CONTRACTOR hire a seasoned professional, in the use of Primavera P3, to develop and update the Primavera P3 project schedule. CONTRACTOR agrees to attend weekly progress meetings and provide an updated (3) week look ahead schedule for review and discussion and monthly be prepared to discuss any: 1) Proposed changes to the Base Line schedule logic; 2) Explain and provide a narrative for reasons why logic changes should be made; 3) Update to individual subcontractor activities; and 4) Integration of changes into the schedule. The Project Schedule shall be the basis of the CONTRACTOR'S work and shall be complied with in all respects.. If CONTRACTOR'S Work becomes more than (30) days behind schedule CONTRACTOR shall be required to submit a "Make -Up" schedule to PROGRAM MANAGER for review and acceptance I that demonstrates "Catch Up" within thirty (3) days. CONTRACTOR shall provide, at CITYOF MIAMI BEACH DATE: March 2011 2 CONTRACTOR'S cost, the necessary additional labor and or equipment necessary to make -up the lost time.. Failure to provide a "Make -Up" schedule or vigorously follow the "Mak-Up" schedule shall be reason to default CONTRACTOR. 3.1.2 After award but prior to the submission of the final progress schedule, CONSULTANT, Contract Administrator and CONTRACTOR shall meet with all utility owners and secure from them a schedule of utility relocation, provided, however, neither CONSULTANT nor CITY shall be responsible for the nonperformance by the utility owners. 3.1.3. A preliminary schedule of Shop Drawing submissions; and 3.1.4. In a lump sum contract or in a contract which includes lump sum bid items of Work, a preliminary schedule of values for all of the Work which. will include quantities and prices of items aggregating the Contract Price and will subdivide the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include an appropriate amount of overhead and profit applicable to each item of work which will be confirmed in writing by Contractor at the time of submission. [ ] Such prices shall be broken down to show .labor, equipment, materials and overhead and profit. 3.1.5. After award but prior to the submission of the progress schedule, Consultant, Contract Administrator and Contractor shall meet with all utility owners and secure from them a schedule of utility relocation, provided, however, neither Consultant nor City shall be responsible for the nonperformance by the utility owners. 3.2. At a time specified by Consultant but before Contractor starts the work at the Project site, a conference attended by Contractor, Consultant. and others as deemed appropriate by Contract Administrator, will be held to discuss the schedules referred to in Section 3.1, to discuss procedures for handling Shop Drawings and other submittals and for processing Applications for Payment, and to establish a working understanding among the parties as to the Work. 3.3. Within thirty -five (35) days from the Project Initiation Date set forth in the Notice to Proceed, a conference attended by Contractor , Consultant and others as appropriate, will be held to finalize the schedules submitted in accordance with Section 3.1. Within forty -five (45) days after the Project Ihitiation Date set forth in the Notice to Proceed, the Contractor shall revise the original schedule submittal to address all review comments from the CPM review conference and resubmit for Consultant review. The finalized progress schedule will be accepted by Consultant only as providing an orderly progression of the Work to completion within the Contract Time, but such acceptance shall not constitute acceptance by City or Consultant of the means or methods of construction or of the sequencing or scheduling of the Work, and such acceptance' will neither impose on Consultant or City responsibility for the progress or scheduling of the Work nor CITYOF MIAMI BEACH DATE: March 2011 3 relieve Contractor from full responsibility therefore. The finalized schedule of Shop Drawing submissions must be acceptable to Consultant as providing a workable arrangement for processing the submissions. The finalized schedule of values pursuant to Section 3.1.3 above must be acceptable to Consultant as to form and substance. 4. Performance Bond and Payment Bond Within fifteen (15) calendar days of being notified of the award, Contractor shall furnish a Performance Bond and a Payment Bond containing all the provisions of the Performance Bond and Payment Bond attached hereto as forms 00710 and 00720. 4.1. Each Bond shall be in the amount of one hundred percent (100 %) of the Contract Price guaranteeing to City the completion and performance of the work covered in such Contract as well as full payment of all suppliers, laborers, or subcontractors employed pursuant to this Project. Each Bond shall be with a surety company which is qualified pursuant to Article 5. 4.2. Each Bond shall continue in effect for one year after Final Completion and acceptance of the work with liability equal to one hundred percent (100 %) of the Contract sum, or an additional bond shall be conditioned that Contractor will, upon notification by City, correct any defective or faulty work or materials which appear within one year after Final Completion of the Contract. 4.3. Pursuant to the requirements of Section 255.05(1)(a), Florida Statutes, as may be amended from time to time, Contractor shall ensure that the bond(s) referenced above shall be recorded in the public records of Miami -Dade County and provide City with evidence of such recording. 4.4. Alternate Form of Security In lieu of a Performance Bond and a Payment Bond, Contractor may furnish alternate forms of security which may be in the form of cash, money order, certified check, cashier's check or unconditional letter of credit in the form attached hereto as Form 00735. Such alternate forms of security shall be subject to the prior approval of City and for same purpose and shall be subject to the same conditions as those applicable above and shall be held by City for one year after completion and acceptance of the Work. 5. Qualification of Surety 5.1. Bid Bonds, Performance Bonds and Payment Bonds over Five Hundred Thousand Dollars ($500,000.00): 5.1.1. Each bond must be executed by a surety company of recognized standing, authorized to do business in the State of Florida as surety, having a resident agent in the State of Florida and having been in business with a record of successful continuous operation for at least five (5) years. • CITYOF MIAMI BEACH DATE: March 2011 4 5.1.2. The surety company shall hold a current certificate of -authority as • acceptable surety on federal bonds in accordance with United States Department of Treasury Circular 570, Current Revisions. If the amount of the Bond exceeds the underwriting limitation set forth in the circular, in order to qualify, the net retention of the surety company shall not exceed the underwriting limitation in the circular, and the excess risks must be protected by coinsurance, reinsurance, or other methods in accordance with Treasury Circular 297, revised September 1, 1978 (31 DFR Section 223. 10, Section_ 223.111). Further, the surety company shall provide City with evidence satisfactory to City, that such excess risk has been protected in an acceptable manner. 5.1.3. The City will accept a surety bond, from a company with a rating of B+ or better for bonds up to $2 million, provided, however, that if any surety company appears on the watch list that is published quarterly by Intercom of the Office of the Florida Insurance Commissioner, the City shall review and either accept or reject the surety company based on the financial information available to the City. A surety company that is rejected by the City may be substituted by the Bidder or proposer with a surety company acceptable to the City, only if the bid amount does not increase. The following sets forth, in general, the acceptable parameters for bonds: Policy- Financial holder's Size Amount of Bond Ratings Category 500,001 to 1,000,000 B+ Class I 1,000,001 to 2,000,000 B+ Class 11 2,000,001 to 5,000,000 A Class III 5,000,001 to 10,000,000 A Class IV 10,000,001 to 25,000,000 A Class V r 25,000,001 to 50,000,000 A Class VI 50,000,001 or more A Class VII 5.2. For projects of $500,000.00 or less, City may accept a Bid Bond, Performance Bond and Payment Bond from a surety company which has twice the minimum surplus and capital required by the Florida Insurance Code at the time the invitation to. bid is issued, if the surety company is otherwise in compliance with the provisions of the Florida Insurance Code, and if the surety company holds a currently valid certificate of authority issued by the United States Department of the Treasury under Section 9304 to 9308 of Title 31 of the United States Code, as may be amended from time to time. The Certificate and Affidavit so certifying (Form 00722) should be submitted with the Bid Bond and also with the Performance Bond and Payment Bond. 5.3. More stringent requirements of any grantor agency are set forth within the Supplemental Conditions. If there are no more stringent requirements, the provisions of this section shall apply. w CITYOF MIAMI BEACH DATE: March 2011 5 6. Indemnification • 6.1 Contractor shall indemnify and hold harmless City, its officers, agents, directors, and employees, from liabilities, damages, losses, and costs, including, but not limited to reasonable attorney's fees, to the extent caused by the negligence, recklessness or intentional wrongful misconduct of Contractor and persons employed or utilized by Contractor in the performance of this Agreement. Except as specifically provided herein, this Agreement does not require Contractor to indemnify City, its employees, officers, directors, or agents from any liability, damage, loss, claim, action, or proceeding. These indemnifications shall survive the term of this Agreement. In the event that any action or proceeding is brought against City by reason of any such claim or demand, Contractor shall, upon written notice from City, resist and defend such action or proceeding by counsel satisfactory to City. 6.2 The indemnification provided above shall obligate Contractor to defend at its own expense to and through appellate, supplemental or bankruptcy proceeding, or to provide for such defense, at City's option, any and all claims of liability and all suits and actions of every name and description covered by Section 6.1 above which may be brought against City whether performed by Contractor , or persons employed or utilized by Contractor. 7. Insurance Requirements 7.1. Without limiting any of the other obligations or liabilities of Contractor , Contractor shall provide, pay for, and maintain in force until all of its work to be performed under this Contract has been completed and accepted by City (or for such duration as is otherwise specified hereinafter), the insurance coverages set forth herein. 7.1.1. Workers' Compensation insurance to apply for all employees in compliance with the "Workers' Compensation Law" of the State of Florida and all applicable federal laws. In addition, the policy(ies) must include: 7.1.1.1. Employers' Liability with a limit of One Million Dollars ($1,000,000.00) Dollars ($) each accident. 7.1.1.2. If any operations are to be undertaken on or about navigable waters, coverage must be included for the U.S. Longshoremen & Harbor Workers Act and Jones Act. 7.1.2. Comprehensive General Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Comprehensive General Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: [ X ] 7.1.2.1. Premises and /or Operations. CITYOF MIAMI BEACH DATE: March 2011 6 { X ] 7.1.2.2. Independent Contractors. • [ X ] 7.1.2.3. Products and /or Completed Operations for contracts over Fifty Thousand Dollars ($50,000.00) Contractor shall maintain in force until at least three years after completion of all work required under the Contract, coverage for Products and'Completed Operations, including Broad Form Property Damage. [ X ] 7.1.2.4. Explosion, Collapse and Underground Coverages. { X ] 7.1.2.5. Broad Form Property Damage. X ] 7.1.2.6. Broad Form Contractual Coverage applicable to this specific Contract, including any hold harmless and /or indemnification agreement. [ } 7.1.2.7. Personal Injury Coverage with Employee and Contractual Exclusions removed, with minimum limits of coverage equal to those required for Bodily Injury Liability and Property Damage Liability. [ X ] 7.1.2.8. City is to be expressly included as an Additional Insured with respect to liability arising out of operations performed for City by or on behalf of Contractor or acts or omissions of • Contractor in connection with general supervision of such operation. 7.1.3. .Business Automobile Liability with minimum limits of One Million Dollars ($1,000,000.00) per occurrence, combined single limit for Bodily Injury Liability and Property Damage Liability. Coverage must be afforded on a form no more restrictive than the latest edition of the Business Automobile Liability policy, without restrictive endorsements, as filed by the Insurance Services Office, and must include: 7.1.3.1. Owned Vehicles. 7.1.3.2. Hired and Non -Owned Vehicles. 7.1.3.3. Employers' Non - Ownership. (Not Applicable to this bid) [ X ] 7.1.4. Builder's Risk insurance for the construction of and /or addition to aboveground buildings' or structures is /is not required. The coverage shall be "All Risk" coverage for 100 percent of the completed value, covering City as a named insured, with a deductible of not more than Five Thousand Dollars ($5,000.00) each claim. 7.1.4.1. Waiver of Occupancy Clause or Warranty -- Policy must be specifically endorsed to eliminate any "Occupancy Clause" or similar warranty or representation that the building(s), CITYOF MIAMI BEACH DATE: March 2011 7 addition(s) or structure(s) in the course of construction shall not be occupied without specific endorsement of the policy. The Policy must be endorsed to provide that the Builder's Risk coverage will continue to apply until final acceptance of the building(s), addition(s) or structure(s) by City. [ ] 7.1.4.2. Flood Insurance - -When the buildings or structures are located within an identified special flood hazard area, flood insurance must be afforded for the lesser of the total insurable value of such, buildings or structures, or, the maximum amount of flood insurance coverage available under the National Flood Program. [ ] 7.1.5. Installation Floater for the installation of machinery and /or equipment into an existing structure is /is not required. The coverage shall be "All Risk" coverage including installation and transit for 100 percent of the "installed replacement cost value," covering City as a named insured, with a deductible of not more than Five Thousand Dollars ($5,000.00) each claim. 7.1.5.1. Cessation of Insurance -- Coverage is not to cease and is to remain in force (subject to cancellation notice) until final acceptance by City. 7.1.5.2. Flood Insurance - -When the machinery or equipment is located within an identified special flood hazard area, flood • insurance must be afforded for the lesser of. the total insurable value of such buildings or structure, or, the maximum amount of flood insurance coverage available under the National Flood Program. 7.2. If the initial insurance expires prior to the completion of the work, renewal copies of policies shall be furnished at least thirty (30) days prior to the date of their expiration. 7.3. Notice of Cancellation and /or Restriction- -The policy(ies) must be endorsed to provide City with at least thirty (30) days notice of cancellation and /or restriction. 7.4. Contractor shall furnish to the City's Risk Manager Certificates of Insurance or endorsements evidencing the insurance coverage specified above within fifteen (15) calendar days after notification of award of the Contract. The required Certificates of Insurance shall name the types of policies provided, refer specifically to this Contract, and state that such insurance is as required by this Contract. The Certificate of Insurance shall be in form similar to and contain the information set forth in Form 00708. 7.5. The official title of the Owner is the City of Miami Beach, Florida. This official title shall be used in all insurance documentation. CITYOF MIAMI BEACH DATE: March 2011 8 8. Labor and Materials 8.1. Unless otherwise provided herein, Contractor , shall provide and pay for all materials, labor, water, tools, equipment, light, power, transportation and other facilities and services necessary for the proper execution and completion of the _ Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. 8.2. Contractor shall at all times enforce strict discipline and good order among its employees and subcontractors at the Project site and shall not employ on the Project any unfit person or anyone not skilled in the work to which they are assigned. 9. Royalties and Patents All fees, royalties, and claims for any invention, or pretended inventions, or patent of any article, material, arrangement, appliance, or method that may be used upon or in any manner be connected with -the construction of the Work or appurtenances, are hereby included in the prices stipulated in this Contract for said work. 10. Weather Extensions to the Contract Time for- delays caused by the effects of inclement weather shall be submitted as a request for a change in the Contract Time pursuant to Article 40. These time extensions are justified only when rains or other inclement weather conditions or related adverse soil conditions prevent Contractor from productively • _ performing controlling items of work identified on the accepted schedule or updates resulting in: (1) Contractor being unable to work at least fifty percent (50 %) of the normal workday on controlling items of work identified on the accepted schedule or updates due to adverse weather conditions; or (2) Contractor must make major repairs to the Work damaged by weather. Providing the damage was not attributable to a failure to perform or neglect by Contractor, and providing that Contractor was unable to work at least fifty percent (50 %) of the normal workday on controlling items of work identified on the accepted schedule or updates.. 11. Permits, Licenses and Impact Fees .11.1. Except as otherwise provided within the Supplemental Conditions, all permits and licenses required by federal, state or local laws, rules and regulations necessary for the prosecution of the Work undertaken by Contractor pursuant to this Contract shall be secured and paid for by .Contractor. It is Contractor's responsibility to have and maintain appropriate Certificate(s) of Competency, valid for the Work to be performed and valid forthe jurisdiction in which the Work is to be performed for all persons working on the Project for whom a Certificate of Competency is required. CITYOF MIAMI BEACH DATE: March 2011 9 11.2. Impact fees levied by the City and /or Miami -Dade County shall be paid by Contractor. Contractor shall be reimbursed only for the actual amount. of the impact fee levied by the municipality as evidenced by an invoice or other acceptable documentation issued by the municipality. Reimbursement to Contractor in no event shall include profit or overhead of ,Contractor. 12. Resolution of Disputes 12.1 To prevent all disputes and litigation, it is agreed by the parties hereto that Consultant shall decide all questions, claims, difficulties and disputes of whatever nature which may arise relative to the technical interpretation of the Contract Documents and fulfillment of this -Contract as to the character, quality, amount and value of any work done and materials furnished, or proposed to be done or furnished under or, by reason of, the Contract Documents and Consultant's estimates and decisions upon all claims, questions, difficulties and disputes shall be final and binding to the extent provided in Section 12.2. Any claim, question, difficulty or dispute which cannot be resolved by mutual agreement of City and Contractor shall be submitted to Consultant in writing within twenty -one (21) calendar days. Unless a different period of time is set forth herein, Consultant shall notify City and Contractor in writing of Consultant's decision within twenty- one (21) calendar days from the date of the submission of the claim, question, difficulty or dispute, unless Consultant requires additional time to gather information or allow the parties to provide additional information.. All non - technical administrative disputes shall be determined by the Contract Administrator pursuant to the time periods provided herein. During.the pendency of any dispute and after a determination thereof, Contractor, Consultant and City shall act in good faith to mitigate any potential damages including utilization of construction schedule changes and alternate means of construction. 12.2 In the event the determination of a dispute under this Article is unacceptable to either party hereto, the party objecting to the determination must notify the other party in writing within ten (10) days of receipt of the written determination. The notice must state the basis of the objection and must be accompanied by a statement that any Contract Price adjustment claimed is the entire adjustment to which the objecting party has reason to believe it is entitled to as a result of the determination. Within sixty (60) days after Final Completion of the Work, the parties shall participate in mediation to address all. objections to any determinations hereunder and to attempt to prevent litigation. The mediator shall be mutually agreed upon by the parties: Should any objection not be resolved in mediation, the parties retain all their legal rights -and remedies provided under State law. A party objecting to a determination specifically waives all of its rights provided hereunder, including its rights and remedies under State law, if said party fails to comply in strict accordance with the requirements of this Article. 13. Inspection of Work 13.1. Consultant and City shall at all times have access to, the Work, and- Contractor shall provide proper facilities for such access and for inspecting, measuring and testing. CITYOF MIAMI BEACH DATE: March 2011 10 13.1.1. Should the Contract Documents, Consultant's instructions, any laws, ordinances, or any public authority require any of the Work to be specially tested or approved, Contractor shall give Consultant timely notice of readiness of the Work for testing. If the testing or approval is to be made by an authority other than City, timely notice shall be given of the date fixed for such testing. Testing shall be made promptly, and, where practicable at the source of supply. If any of the Work should be covered up without approval or consent of Consultant, it must, if required by Consultant, be uncovered for examination and properly. restored at Contractor's expense. 13.1.2.. Reexamination of any of the Work may be ordered by Consultant with prior written approval by the Contract Administrator, and if so ordered, the Work must be uncovered by Contractor. If such Work is found to be in accordance with the Contract Documents, City shall pay the cost of reexamination and replacement by means of a Change Order. If such Work is not in accordance with the Contract Documents, Contractor shall pay such cost. 13.2. Inspectors shall have no authority to permit deviations from, or to relax any of the provisions of, the Contract Documents or to delay the Contract by failure to inspect the materials and work with reasonable promptness without the written permission or instruction of Consultant. 13.3. The payment of any compensation, whatever may be its character or form, or the giving of any gratuity or the granting of any favor by Contractor to any inspector, directly or indirectly, is strictly prohibited, and any such act on the part of Contractor will constitute a breach of this Contract. 14. Superintendence and Supervision 14.1. The orders of City are to be given through Consultant, which instructions are to be strictly and promptly followed in every case. Contractor shall keep on the Project during its progress, a full -time competent English speaking superintendent and any necessary assistants, all satisfactory to Consultant. The superintendent shall not be changed except with the written consent 'of Consultant, unless the superintendent proves to be unsatisfactory to Contractor and ceases to be in its employ. The superintendent shall represent Contractor and all directions given to the superintendent shall be as binding as if given to Contractor and will be confirmed in writing by Consultant upon the written request of Contractor. Contractor shall give efficient supervision to the Work, using its best skill and attention. 14.2. Daily, Contractor's superintendent shall record, at a minimum, the following information in a bound log: the day; date; weather conditions and how any weather condition affected progress of the Work; time of commencement of work for -the day; the work being performed; materials, labor, personnel, equipment and subcontractors at the Project site; visitors to the Project site, including representatives of Consultant; regulatory representatives; any special or unusual conditions or occurrences encountered; and the time of termination of work for CITYOF MIAMI BEACH DATE: March 2011 11 the day. All information shall be recorded in the daily log in ink. The daily log shall be kept on the Project site and shall be available at all times for inspection and copying by City and Consultant. 14.3. The Contract Administrator, Contractor and Consultant shall meet at least weekly or as determined by the Contract Administrator, during the course of the Work to . review and agree upon the work performed to date and to establish the controlling items of work for the next two weeks. The Consultant shall publish, keep, and distribute minutes and any comments thereto of each such meeting. 14.4. If Contractor, in the course of prosecuting the Work, finds any discrepancy between the Contract Documents and the physical conditions of the locality, or any errors, omissions, or discrepancies in the Project Manual, it shall be Contractor's duty to immediately inform Consultant, in writing, and Consultant will promptly review the same. Any work done after such discovery, until authorized, will be done at Contractor's sole risk. 14.5. Contractor shall supervise and direct the Work competently and efficiently, devoting such attention thereto and applying such skills and expertise as may be necessary to perform the Work in accordance with the Contract Documents. Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction. 15. City's Right to Terminate Contract 15.1. If Contractor fails to begin the Work within fifteen (15) calendar days after the Project Initiation Date, or fails to perform the Work with sufficient workers and equipment or with sufficient materials to insure the prompt completion of the Work, or shall perform the Work unsuitably, or cause it to be rejected as defective and unsuitable, or shall discontinue the prosecution of the Work pursuant to the accepted schedule or if Contractor shall fail to perform any material term set forth in the Contract Documents or if Contractor shall become insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency, or shall make an assignment for the benefit of creditors, or from any other cause whatsoever shall not carry on the Work in an acceptable manner, Contract Administrator may give notice in writing to Contractor and - its Surety of such delay, neglect or default, specifying the same. If Contractor , within a period of five (5) calendar days after such notice, shall not proceed in accordance therewith, then City may upon written certificate from Consultant of the fact of such delay, neglect or default and Contractor's failure to comply. with such notice, terminate the services of Contractor , exclude Contractor from the Project site and take the prosecution of the Work out of the hands of Contractor , and appropriate or use any or all materials and equipment on the Project site as may be suitable and acceptable. In such case, Contractor shall not be entitled to receive any further payment until the Project is completed. In addition City may enter into an agreement for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other methods as in City's sole opinion shall be required for the completion of the Project according to the terms and provisions of the Contract Documents, or use such other.methods • as in City's sole opinion shall be required for the completion of the Project in an CITYOF MIAMI BEACH DATE: March 2011 12 acceptable manner. All damages, costs and charges incurred by City, together with the costs of completing , the Project, shall be deducted from any monies due or which may become due to Contractor. In case the damages and expenses so incurred by City shall exceed the unpaid balance, then Contractor shall be liable and shall pay to City the amount of said excess. 15.2. If after notice of termination of Contractor's right to proceed, it is determined for any reason "that Contractor was not in default, the rights and obligations of City and Contractor shall be the same as if the notice of termination had been issued pursuant to the Termination for Convenience clause as set forth in Section 15.3 below. 15.3. This Contract may be terminated for convenience in writing by City upon ten (10) days written notice to Contractor (delivered by certified mail, return receipt requested) of intent to terminate and the date on which such termination becomes effective. In such case, Contractor shall be paid for all work executed .and expenses incurred prior to termination in addition to termination settlement costs reasonably incurred by Contractor relating to commitments which had become firm prior to the termination. Payment shall include reasonable profit for work /services satisfactorily performed. No payment shall be made for profit for work /services which have not been performed. 15.4. Upon receipt of Notice of Termination pursuant to Sections 15.1 or 15.3 above, Contractor shall promptly discontinue all affected work unless the Notice of Termination directs otherwise and deliver or otherwise make available to City all • data, drawings, specifications, reports, estimates, summaries and such other information as may have been required by the Contract Documents whether completed or in process. 16. Contractor's Right to Stop Work or Terminate Contract Should Consultant fail to review and approve or state in writing reasons for nonapproval of any Application for Payment within twenty (20) days after it is presented, or if City fails either to pay Contractor within thirty (30) days after presentation by Consultant of any sum certified by Consultant, or to notify Contractor and Consultant in writing of any objection to the Application for Payment, then Contractor may, give written notice to City and Consultant of such delay, neglect or default, specifying the same. If City or. Consultant (where applicable), within a period of ten (10) calendar days after such notice shall 'not remedy the delay, neglect, or default upon which the notice is based, then Contractor may stop work or terminate this Contract and recover from City payment for all work executed and reasonable expenses sustained therein plus reasonable termination expenses. Any objection made by City to an Application for Payment shall be submitted to Consultant in accordance with the provisions of Article 12 hereof. 17. Assignment Neither party hereto shall assign the Contract or any subcontract in whole or in part without the written consent of the other, nor shall Contractor assign any monies due or to become due to it hereunder, without the previous written, consent of the Mayor and City • Commission. CITYOF MIAMI BEACH DATE: March 2011 13 18. Rights of Various Interests Whenever work being done by City's forces or by other contractors is contiguous to or within the limits of work covered by this. Contract, the respective rights of the various interests involved shall be established by the Contract Administrator to secure the completion of the various portions of the work in general harmony. 19. Differing Site Conditions In the event that during the course of the Work Contractor encounters subsurface or concealed conditions at the Project site which differ materially from those shown on the Contract Documents and from those ordinarily encountered and generally recognized as inherent in work of the character called for in the Contract Documents; or unknown physical conditions of the Project site, of an unusual nature, which differ materially from that ordinarily encountered and generally recognized as inherent in work of the character called for .in the Contract Documents, Contractor , without disturbing the conditions and before performing any work affected by such conditions, shall, within twenty -four (24) hours of their discovery, notify City and Consultant in writing of" the existence of the aforesaid conditions. Consultant and City shall, within two (2) business days after receipt of Contractor's written notice, investigate the site conditions identified by Contractor. If, in the sole opinion of Consultant, the conditions do materially so differ and cause an increase or decrease in Contractor's cost of, or the time required for, the performance of any part of the Work, whether or not charged charged as a result of the conditions, Consultant shall recommend an equitable adjustment to the Contract Price, or the Contract Time, or both. If City and Contractor cannot agree on an adjustment in the Contract Price or Contract Time, the adjustment shall be referred to Consultant for determination in accordance with the provisions of Article 12.. Should Consultant determine that the conditions of the Project site are not so materially different to justify a change in the terms of the Contract, Consultant shall so notify City and Contractor in writing, stating the reasons,.and such determination shall be final and binding upon the parties hereto. No request by Contractor for an equitable adjustment to the Contract under this provision shall be allowed unless Contractor has given written notice in strict accordance with the provisions of this Article. No request for an'equitable adjustment or change to the Contract Price or Contract Time for differing site conditions shall be allowed if made after the date certified by Consultant as the date of substantial completion. 20. Plans and Working Drawings City, through Consultant, shall have the right to modify the details of the plans and specifications, to supplement the plans and specifications with additional plans, drawings or additional information as the Work proceeds, all of which shall be considered as part of the Project Manual. In case of disagreement between the written and graphic portions of the Project Manual, the written portion shall govern. CITYOF MIAMI BEACH DATE: March 2011 14 21. Contractor to Check Plans, Specifications and Data • Contractor shall verify all dimensions, quantities and details. shown on the plans, specifications or other data received from Consultant, and shall notify Consultant of all errors, omissions and discrepancies found therein within three (3) calendar days of discovery. Contractor will not be allowed to take advantage of any error, omission or discrepancy, as full instructions will be furnished by Consultant. Contractor shall not be liable for damages resulting from errors, omissions or discrepancies in the Contract - Documents unless Contractor recognized such error, omission or discrepancy and knowingly failed to report it to Consultant. 22. Contractor's Responsibility for Damages and Accidents 22.1. Contractor shall accept full responsibility for the Work against all loss or damage of whatsoever nature sustained until final acceptance by City, and shall promptly repair any damage done from any cause whatsoever, except as provided in Article 29. 22.2. Contractor shall be responsible for all materials, equipment and supplies pertaining to "the Project. In the event any such materials, equipment and supplies are lost, stolen, damaged or destroyed prior to final acceptance by City, Contractor shall replace same without cost to City, except as provided in Article 29. 23. Warranty • Contractor warrants to City that all materials and equipment furnished under this Contract will be new unless otherwise specified and that all of the Work will be of good quality, free from faults and defects and in conformance with the Contract Documents. All work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. If required by Consultant, Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. This warranty is not limited by the provisions of Article 25'herein. 24. Supplementary Drawings 24.1. When, -in the opinion of Consultant, it becomes necessary to explain the Work to be done more fully, or to illustrate the Work further, or to show any changes which may be required, supplementary drawings, with specifications pertaining thereto, will be prepared by Consultant. 24.2. The supplementary drawings shall be binding upon Contractor with the same force as the Project Manual. Where such supplementary drawings require either lessor more than the original quantities of appropriate adjustments shall be made by Change Order. 25. Defective Work 25.1. Consultant shall have the authority to reject or disapprove work which Consultant • finds to be defective. If required by Consultant, Contractor shall promptly either CITYOF MIAMI BEACH DATE: March .2011 15 correct all defective work or remove such defective work and replace it with nondefective work. Contractor shall bear all direct, indirect and consequential costs of such removal or corrections including cost of testing laboratories and personnel. 25.2. Should Contractor fail or refuse to remove or correct any defective work or to make any necessary repairs in accordance with the requirements of the Contract Documents within the time indicated in writing by Consultant, City shall have the authority to cause the defective work to be removed or corrected, or make such repairs •as may be necessary at Contractor's expense. Any expense incurred by City in making such removals, corrections or repairs, shall be paid for out of any monies due or which may become due to Contractor, or may be charged against the Performance Bond. In the event of failure of Contractor to make all necessary repairs promptly and fully, City may declare Contractor in default. 25.3. If, within one (1) year after the date of substantial completion or such longer period of time as may be prescribed by the terms of any applicable special warranty required by the Contract Documents, or by any specific provision of the : Contract Documents, any of the Work is found to be defective or. not in accordance with the Contract Documents, Contractor , after receipt of written notice from City, shall promptly correct such defective or nonconforming Work within the time specified by City without cost to City, to do so. Nothing contained herein shall be construed to establish a period of limitation with respect to any other obligation which Contractor might have under the Contract Documents including but not limited to, Article 23 hereof and any claim regarding latent defects. 25.4. Failure to reject any defective work or material shall not in any way prevent later rejection when such defect is discovered, or obligate City to final acceptance. 26. Taxes Contractor shall pay all applicable sales, consumer, use and other taxes required by law. Contractor is responsible for reviewing the pertinent state statutes involving state taxes and complying with all requirements. 27. Subcontracts 27.1. Contractor shall not employ any subcontractor against whom City or Consultant may have a reasonable objection. Contractor shall not be required to employ any subcontractor against whom Contractor has a reasonable objection. 27.2. Contractor shall be fully responsible for all acts " and omissions of its subcontractors and of persons directly or indirectly employed by its subcontractors and of persons for whose acts any of them may be liable to the same extent that Contractor is responsible for the acts and omissions of persons directly employed by it. Nothing in the Contract Documents shall create any contractual relationship between any subcontractor and City or any obligation on the part of City to pay or to see the payment of any monies due any CITYOF MIAMI BEACH DATE: March 2011 16 subcontractor. City or Consultant may furnish to any subcontractor evidence of • amounts paid to Contractor on account of specific work performed_ 27.3. Contractor agrees to bind specifically every subcontractor to the applicable terms and conditions of the Contract Documents for the benefit of City. [ ] 27.4. Contractor shall perform the Work with its own organization, amounting to not less than 75% percent of the Contract Price. 28. Separate Contracts 28.1. City reserves the right to let other contracts in connection with this Project. Contractor shall afford other persons reasonable opportunity for the introduction and storage of their materials and the execution of their work and shall properly connect and coordinate this Work with theirs. 28.2. If any part of Contractor's Work depends for proper execution or results upon the work of any other persons, Contractor shall inspect and promptly report to Consultant any defects in such work that render it unsuitable for such proper execution and results. Contractor's failure to .so inspect and report shall . constitute an acceptance of the other person's work as fit and proper for the reception of Contractor's Work, except as to defects which may develop in other contractor's work after the execution of Contractor's. 28.3. Contractor shall conduct its operations and take all reasonable steps to coordinate the prosecution of the Work so as to create no interference or impact on any other contractor on the site. Should such interference or impact occur, Contractor shall be liable to the affected contractor for the cost. of such interference or impact. 28.4. To insure the proper execution of subsequent work, Contractor shall inspect the work already in place and shall at once report to Consultant any discrepancy between the executed work and the requirements of the Contract Documents. 29. Use of Completed Portions 29.1. City shall have the right at its sole option to take possession of and use any completed or partially completed portions of the Project. Such possession and use shall not be deemed an acceptance of any of the Work not completed in accordance with the Contract Documents. If such possession and use increases the cost of or delays the Work, Contractor shall be entitled to reasonable extra compensation or reasonable extension of time or both, as recommended by Consultant and approved by City. 29.2. In the event City takes possession of any completed or partially completed portions of the Project, the following shall occur: 29.2.1. City shall give notice to Contractor in writing at least thirty (30) calendar days prior to City's intended occupancy of a designated • area. CITYOF MIAMI BEACH DATE: March 2011 17 29.2.2. Contractor shall complete to the point of Substantial Completion the designated area and request inspection and issuance of a Certificate of Substantial Completion in the form attached hereto as . 00925 from Consultant. 29.2.3. Upon Consultant's issuance of a Certificate of Substantial Completion, City will assume full responsibility for maintenance, utilities, subsequent .damages of City and public, adjustment of insurance coverage's and start of warranty for the occupied area. 29.2.4. Contractor shall complete all items noted on the Certificate of Substantial Completion within the time specified by Consultant on the Certificate of Substantial Completion, as soon as possible and request final inspection and final acceptance of the portion of the Work occupied. Upon completion of final inspection and receipt.of an application for final payment, Consultant shall issue a Final Certificate of Payment relative to the occupied area. 29.2.5. If City finds it necessary to occupy or use a portion or portions of the Work prior to Substantial Completion thereof, such occupancy or use shall not commence prior to a time mutually agreed upon by City and Contractor and to which the insurance company or companies providing the property insurance have consented by endorsement to the policy or policies. Insurance on the unoccupied or unused portion or portions shall not be canceled or lapsed on account of such partial occupancy or use. Consent of Contractor and of the insurance company or companies to such occupancy or use shall not be unreasonably withheld. 30. Lands for Work 30.1. City shall provide, as may be indicated in the "Contract Documents, the lands upon which the Work is to be performed, rights -of -way and easements for access thereto and such other lands as are designated by City or the use of Contractor. 30.2. Contractor shall provide, at Contractor's own expense and without liability to City, any additional land and access thereto that may be required for temporary construction facilities, or for storage of materials. Contractor shall furnish to City copies of written permission obtained by Contractor from. the owners of such facilities. 31. Legal Restrictions and Traffic Provisions Contractor shall conform to and obey all applicable laws, regulations, or ordinances with regard to labor employed, hours of work and Contractor's general operations. Contractor shall conduct its operations so as not to close any thoroughfare, nor interfere in any way with traffic on railway, highways, or water, without the prior written consent of the proper authorities. CITYOF MIAMI BEACH DATE: March 2011 18 32. - Location and Damage to Existing Facilities, Equipment or Utilities 32.1. As far as possible, all existing utility lines in the Project area have been shown on the plans. However, City does not guarantee that all lines are shown, or that the ones indicated are in their true location. It shall be the Contractor ❑S responsibility to identify and locate all underground and overhead utility lines or equipment affecting or affected by the Project. No additional payment will be made to the Contractor because of discrepancies in actual and plan location of utilities, and damages suffered as a result thereof. 32.2. The Contractor shall notify each utility company involved at least ten (10) days prior to the start of construction to arrange for positive underground location, relocation or. support of its utility where that utility may be in conflict with or endangered by the proposed construction. Relocation of water mains or other utilities for the convenience of the Contractor shall be paid by the Contractor. All charges by utility companies for temporary support of its utilities shall be paid for by the Contractor. All costs of permanent utility relocation to avoid conflict shall be the responsibility of the utility company involved. No additional payment will be made to the Contractor for utility relocations, whether or not said relocation is necessary to avoid conflict with other lines. 32.3. The Contractor shall schedule the work in such a manner that the work is not delayed by the utility providers relocating or supporting their utilities. The Contractor shall coordinate its activities with any and all public and private utility providers occupying the right -of -way. No compensation will be paid to the • Contractor for any loss of time or delay. 32.4. All overhead, surface or underground structures and utilities encountered are to be carefully protected from injury or displacement. All damage to such structures is to be completely repaired within a reasonable time; needless delay will not be tolerated. The City reserves the right to remedy such damage by ordering outside parties to make such repairs at the expense of the Contractor. All such repairs made by the Contractor are to be made to the satisfaction of the utility owner. All damaged utilities must be replaced or fully repaired. All repairs are to be inspected by the utility owner prior to backfilling. 33. Value Engineering Contractor may request substitution of materials, articles, pieces of equipment or any changes that reduce the Contract Price by making such request to Consultant in writing. Consultant will be the sole judge of acceptability, and no substitute will be .ordered, installed, used or initiated without Consultant's prior written acceptance which will be evidenced by either a Change Order or an approved Shop Drawing. However, any substitution accepted by Consultant shall not result in any increase in the Contract Price or Contract Time. By making a request for substitution, Contractor agrees to pay directly to Consultant all Consultant's fees and charges related to Consultant's review of the request for substitution, whether or not the request for substitution is accepted by Consultant. Any substitution submitted by Contractor must meet the form, fit, function and life cycle criteria of the item proposed to be replaced and there must be a net dollar savings including Consultant review fees and charges. If a substitution is approved, the CITYOF MIAMI BEACH " DATE: March 2011 19 net dollar savings shall be shared equally between Contractor and City and shall be processed as a deductive Change Order. City may require Contractor to furnish at Contractor's expense a special performance guarantee or other surety with respect to any substitute approved after award of the Contract. 34. Continuing the Work Contractor shall carry on the Work and adhere to the progress schedule during all disputes or disagreements with City, including disputes or disagreements concerning a request for a Change Order, a request for a change in the Contract Price or Contract Time. The Work shall not be delayed or postponed pending resolution of any disputes or.disagreements. 35. Chancres in the Work or Terms of Contract Documents 35.1. Without invalidating the Contract and without notice to any surety City reserves and shall have the right, from time to time to make such increases, decreases or other changes in the character or quantity of the Work as may be considered necessary or desirable to complete fully and acceptably the proposed construction in a satisfactory manner. Any extra or additional work within the scope of this Project must be accomplished by means of appropriate Field Orders and Supplemental Instructions or Change Orders. 35.2. Any changes to the terms . of the Contract Documents must be contained - in a written document, executed by the parties hereto, with the same formality and of equal dignity prior to the initiation of any work reflecting such change. This section shall not prohibit the issuance of Change Orders executed by City as hereinafter provided. 36. Field Orders and Supplemental Instructions 36.1. The Contract Administrator, through Consultant, shall have the right to approve and issue Field Orders setting forth written interpretations of the intent of the Contract Documents and ordering minor changes in Work execution, providing the Field Order involves no change in the Contract Price or the Contract Time. 36.2. Consultant' shall have the right to approve and issue Supplemental Instructions setting forth written orders, instructions, or - interpretations concerning the Contract Documents or its performance, provided such Supplemental Instructions involve no change in the Contract Price or the Contract Time. 37. Change Orders 37.1. Changes in the quantity or character of the Work within the scope of the Project which are not properly the subject of Field Orders or Supplemental Instructions, including all changes resulting in changes in the Contract Price, or the Contract Time, shall be authorized only by Change Orders approved in advance and issued in accordance with the provisions of the City. CITYOF MIAMI BEACH DATE: March 2011 20 37.2. All changes to construction contracts must be approved in advance in accordance with the value of the Change Order or the calculated value of the time extension. All Change Orders with a value of $25;000 or more shall be - ` approved in advance by the Mayor and City Commission. All Change Orders with a value of less than $25,000 shall be approved in advance by the City Manager or his designee. 37.3. In the event satisfactory adjustment cannot be reached for any item requiring a. change in the Contract Price or Contract Time, and a Change Order has not been issued, City reserves the right at its sole option to either terminate the Contract as it applies to the items in question and make such arrangements as may be deemed necessary to complete the disputed work; or submit the matter in dispute to Consultant as set forth in Article 12 hereof. During the pendency of the dispute, and upon receipt of a Change Order approved by City, Contractor shall promptly proceed with the change in the Work involved and advise the Consultant and Contract Administrator in writing within seven (7) calendar days of Contractor's agreement or disagreement with the method, if any, provided in the Change Order for determining the proposed adjustment in the Contract Price or Contract Time. 37.4. On approval of any Contract change increasing the Contract Price, Contractor shall ensure that the performance bond and payment bond are increased so that each reflects the total Contract Price as increased. 37.5. Under circumstances determined necessary by City, Change Orders may be issued unilaterally by City. 38. Value of Change Order Work 38.1. The value of any work covered by a Change Order or of any claim for an increase or decrease in the Contract Price shall be determined in one of the following ways: 38.1.1 Where the work involved is covered by unit prices contained in the Contract. Documents, by application of unit prices to the quantities of items involved, subject to the provisions of Section 38.7. 38.1.2. By mutual acceptance of a lump sum which Contractor and City acknowledge contains a component for overhead and profit. 38.1.3. On the basis of the "cost of work," determined as provided in Sections 38.2 and 38.3, plus a Contractor's fee for overhead and profit which is determined as provided in Section 38.4. 38.2. The term "cost of work" means the sum of all direct costs necessarily incurred and paid by Contractor in the proper performance of the Work described in the Change Order. Except as otherwise may be agreed to in writing by City, such costs shall be in amounts no higher than those prevailing in the locality of the Project, shall include only the following items and shall not include any of the costs itemized in Section 38.3. CITYOF MIAMI BEACH DATE: March 2011 21 38.2.1. Payroll costs for employees in the direct employ of Contractor in the performance of the work described in the Change Order under schedules of job classifications agreed upon by City and Contractor. Payroll costs for employees not employed full time on the work covered by the Change Order shall be apportioned. on the basis of their time spent on the work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of fringe benefits which shall include social security contributions, unemployment, excise and payroll taxes, workers' or , workmen's compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay application thereto. Such employees shall include superintendents and foremen at the site. The expenses of performing the work after regular working hours, on Sunday or legal holidays, shall .be. included in the above to the extent authorized by City. 38.2.2. Cost of all materials and equipment furnished and incorporated in the work, including costs of transportation and storage thereof, and manufacturers' field services required in connection therewith. All cash discounts shall accrue to Contractor unless City deposits funds with Contractor with which to make payments, in which case the cash discounts shall accrue to City. All trade discounts, rebates and refunds, and all returns from sale of surplus materials and equipment shall accrue to City and Contractor shall make provisions so that they may be obtained. Rentals of all construction equipment and • machinery and the parts thereof whether rented from Contractor or others in accordance with rental agreements approved by City with the advice of Consultant and the costs of transportation, loading, unloading, installation, dismantling and removal thereof, all in accordance with the terms of said agreements. The rental of any such equipment, machinery or parts shall cease when the use thereof is no longer necessary for the work. 38.2.3. Payments made by Contractor to Subcontractors for work performed by Subcontractors. If required by City, Contractor shall obtain competitive bids from Subcontractors acceptable to Contractor and shall deliver such bids to City who will then determine, with the advice of Consultant, which bids will be accepted. If the Subcontract provides that the Subcontractor is to be paid on the basis of cost of the work plus a fee, the Subcontractor's cost of the work shall be determined in the same manner as Contractor'S cost of the work. All Subcontractors shall be subject to the other provisions of the Contract Documents insofar as applicable. 38.2.4. Cost of special consultants, including, but not limited to, engineers, architects, testing laboratories, and surveyors employed for services specifically related to the performance of the work described in the Change Order. 38.2.5. Supplemental costs, including the following: CITYOF MIAMI BEACH DATE: March 2011 22 38.2.5.1. The proportion of necessary transportation, travel and subsistence expenses of Contractor's employees incurred in discharge of duties connected with the work except for local travel to.and from the site of the work. 38.2.5.2. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery, appliances, office and temporary facilities at the site and hand tools not owned by.the workmen, which are consumed in the performance of the work, and cost less market value of such items used but not consumed which remains the property of Contractor . 38.2.5.3. Sales, use, or similar taxes related to the work, and for which Contractor is liable, imposed by any governmental authority. 38.2.5.4. Deposits lost for causes other than Contractor's negligence; royalty payments and fees for permits and licenses. 38.2.5.5. The cost of utilities, fuel and sanitary facilities at the site. 38.2.5.6. Receipted minor expenses such as telegrams, long distance telephone calls, telephone service at the site, expressage and similar petty cash items in connection with the work. 38.2.5.7. Cost of premiums for additional bonds and insurance required because of changes in the work. 38.3. The term "cost of the work" shall not include any of the following: 38.3.1. Payroll costs and other. compensation of Contractor's officers, executives, principals (of partnership and sole proprietorships), general managers, engineers, architects, estimators, lawyers, auditors, accountants, purchasing and contracting agents, expediters, timekeepers, clerks and other personnel employed by Contractor whether at the site or in its principal or a branch office for general administration of the work and not specifically included in the agreed - upon schedule of job classifications referred to in Section 38.2:1., all of which are to be- considered administrative costs covered by Contractor's fee. 38.3.2. Expenses of Contractor's principal and branch offices other than Contractor's office at the site. LL CITYOF MIAMI BEACH DATE: March 2011 23 38.3.3. Any part of Contractor's capital expenses, including interest on Contractor's capital employed for the work and charges against Contractor for delinquent payments. 38.3.4. Cost of premiums for all Bonds and for all insurance whether or not Contractor is required by the Contract Documents to purchase and maintain the same, except for additional bonds and insurance required because of changes in the work. .38.3.5. Costs due to the' negligence or neglect of Contractor, .any Subcontractors, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable, including but not limited to, the correction of defective work, disposal of materials or equipment wrongly supplied and making good any damage to property. 38.3.6. Other overhead or general expense costs of any kind and the cost of any item not specifically and expressly included in Section 38.2. 38.4. Contractor's fee allowed to Contractor for overhead and profit shall be determined as follows: 38.4.1. A mutually acceptable fixed fee or if none can be agreed upon, 38.4.2. A fee based on the following percentages of the various portions of the cost of the work: 38.4.2.1. For costs incurred under Sections 38.2.1 and 38.2.2, Contractor's fee shall not exceed ten percent (10 %). 38.4.2.2. For costs incurred under Section 38.2.3, .Contractor's fee shall not exceed seven and one half percent (7.5 %); and if a subcontract is on the basis of cost of the work plus a fee, the maximum allowable to the Subcontractor as a fee for overhead and profit shall not exceed ten percent (10 %); and 38.4.2.3. No fee shall be payable on the basis of costs itemized under Sections 38.2.4 and 38.2.5, (except Section 38.2.5.3), and Section 38.3.. 38.5. The amount of credit to be allowed by Contractor to City for any such change which results in a net decrease in cost, will be the amount of the actual net decrease. When both additions and credits are involved in any one change, the combined overhead and profit shall be figured on the basis of the net increase, if any, however, Contractor shall not be entitled to claim lost profits for any Work not performed. T • CITYOF MIAMI BEACH DATE: March 2011 24 38.6. Whenever the cost of any work is to be determined pursuant to Sections 38.2 and 38.3, Contractor will submit in a form acceptable to Consultant. an itemized cost breakdown together with the supporting data. 38.7. Where the quantity of any item of the Work that is covered by a unit price is increased or decreased by more than twenty percent (20 %) from the quantity of such work indicated in the Contract Documents, an appropriate Change Order shall be issued to adjust the unit price, if warranted. 38.8. Whenever a change in the Work is to be based on mutual acceptance of a lump sum, whether the amount is an addition, credit or no change -in -cost, Contractor = shall submit an initial cost estimate acceptable to Consultant and Contract Administrator. 38.8.1. Breakdown shall list the quantities and unit prices for materials, labor, equipment and other items of cost. 38.8.2. Whenever a change involves Contractor and one or more Subcontractors and the change is an increase in the Contract Price, overhead and profit percentage for Contractor and each Subcontractor shall be itemized separately. 38.9.. Each Change Order must state within the body of the Change Order whether it is based upon unit price, negotiated lump sum, or "cost of the work." 39. Notification and Claim for Change of Contract Time or Contract Price 39.1. Any claim for a change in the Contract Time or Contract Price shall be made by written notice by Contractor to the Contract Administrator and to Consultant within five (5) calendar days of the commencement -of the event giving rise to the 1 claim and stating the general nature and cause of the claim. Thereafter, within twenty (20) calendar days of the termination of the event giving rise to the claim, written notice of the extent of the claim with supporting information and documentation shall be provided unless Consultant allows an additional period of time to ascertain more accurate data in support of the claim and such notice shall be accompanied by Contractor's written notarized statement that the adjustment claimed is the entire adjustment to which the Contractor has reason to believe it is entitled as a result of the occurrence of said event. All claims for changes in the Contract Time or Contract Price shall be determined by Consultant in accordance with Article 12 hereof, if City and Contractor cannot otherwise agree. IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL CLAIMS FOR CHANGES TO THE CONTRACT TIME OR CONTRACT PRICE SHALL BE WAIVED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH THE REQUIREMENTS OF THIS SECTION. 3 9.2. The Contract Time will be extended in an amount equal to time lost on critical Work items due to delays beyond the control of and through no fault or negligence of Contractor if a claim is made therefore as provided in Section 39.1. Such delays shall include, but not be limited to, acts or neglect by any separate contractor employed by City, fires, floods, labor disputes, epidemics, abnormal • weather conditions or acts of God. CITYOF MIAMI BEACH DATE: March 2011 25 40. No Damages for Delay No claim for damages or any claim, other than for an extension of time, shall be made or asserted against City by reason of any delays except as provided herein. Contractor shall not be entitled to an increase in the Contract Price or payment or compensation of any kind from City for direct, indirect, consequential, impact or other costs, expenses or damages, including but not limited to costs of acceleration or inefficiency, arising because of delay, disruption, interference or hindrance from any cause whatsoever, whether such delay, disruption, interference or hindrance be reasonable or unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided, however, that this provision .shall not preclude recovery of damages by Contractor for actual delays due solely to fraud, bad faith or active interference on the part -of City or its Consultant. Otherwise, Contractor shall be entitled only to extensions of the Contract Time as the sole and exclusive remedy for such resulting delay, in accordance with and• to the extent specifically provided above. 41. Excusable Delay; Compensable; Non - Compensable 41.1 Excusable Delay. Delay which extends the completion of the Work and which is caused by circumstances beyond the control of Contractor or its subcontractors, suppliers or vendors is Excusable Delay. Contractor is entitled to a time extension of the Contract Time for each day the Work is delayed due to Excusable Delay. Contractor shall document its claim for • any time extension as provided in Article 39 hereof. Failure of Contractor to comply with Article 39 hereof as to any particular event of delay shall be deemed conclusively to constitute a waiver,` abandonment or relinquishment of any and all claims resulting from that particular event of delay. Excusable Delay may be compensable or non- compensable: (a) Compensable Excusable Delay. Excusable Delay is compensable when (i) the delay extends the Contract Time, (ii) is caused by circumstances beyond the control of the Contractor or its subcontractors, suppliers or vendors, and (iii) is caused solely by fraud, bad faith or active interference on the part of City or its agents. In no event shall Contractor be compensated for interim delays which do not extend the Contract Time. Contractor shall be entitled to direct and indirect costs for Compensable Excusable Delay. Direct costs recoverable by Contractor shall be 1imited to the actual additional costs allowed pursuant to Article 38 hereof. City and Contractor recognize and agree that the amount of Contractor's precise actual indirect costs for delay in the performance and completion of the Work is impossible to determine as of the date of execution of the Contract Documents, and that proof of the precise amount will be difficult. Therefore., indirect costs recoverable by the Contractor shall be liquidated on a daily basis for each day the Contract Time is delayed due to a Compensable Excusable Delay. These CITYOF MIAMI BEACH DATE: March 2011 26 liquidated indirect costs shall be paid to compensate Contractor for all indirect costs caused by a Compensable Excusable Delay and shall include, but not be limited to, all profit on indirect costs, home office overhead, acceleration, loss of earnings, loss of productivity, loss of bonding capacity, loss of opportunity and all other indirect costs incurred by Contractor. The amount of liquidated indirect costs recoverable shall be one - thousand four hundred dollars ($1,400) per day for each calendar day the Contract is delayed due to a Compensable Excusable Delay. (b) Non - Compensable Excusable Delay. When Excusable Delay is (i) caused by circumstances beyond the control of Contractor,' its subcontractors, suppliers and vendors, and is also caused by circumstances beyond the control of the City or Consultant, or (ii) is caused jointly or concurrently by Contractor or its subcontractors, suppliers or vendors and by the City or Consultant, then Contractor shall be entitled only to a time extension and . no further compensation for the delay. 42. Substantial Completion When Contractor considers that the Work, or a portion thereof designated by City pursuant to Article 29 hereof, has reached Substantial Completion, Contractor shall so notify City and Consultant in writing. Consultant and City shall then promptly inspect the Work. When Consultant, on the basis of such an inspection, determines that the Work or designated portion thereof is substantially complete, it will then prepare a Certificate of Substantial Completion in the form attached hereto as Form 00925 which shall . establish the Date of Substantial Completion; shall state the responsibilities -of City and Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance; and shall list all Work yet to be completed to satisfy the requirements of the Contract Documents for Final Completion. The failure to include any items of corrective work on such list does not alter the responsibility of Contractor to complete all of the Work in accordance with the Contract Documents. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of, the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. The Certificate of Substantial Completion shall be submitted to City through the Contract Administrator and Contractor for their written acceptance of the responsibilities assigned to them in such Certificate. 43. No Interest Any monies not paid by City when claimed to be due to Contractor under this Agreement, including, but not limited to, any and all claims for contract damages of any type, shall not be subject to interest including, but not limited to prejudgment interest. However, the provisions of City's - prompt payment ordinance, as such relates to timeliness of payment, and the provisions of Section 218.74(4), Florida Statutes (1989) as such relates to the payment of interest, shall apply to valid and proper invoices. 44. Shop Drawings 44.1. Contractor shall submit Shop Drawings as required by the Technical Specifications. The purpose of the Shop Drawings is to show the suitability, CITYOF MIAMI BEACH DATE: March 2011 27 efficiency, technique of manufacture, installation requirements, details of the item and evidence of its compliance or noncompliance with the Contract Documents. 44.2. Within thirty (30) calendar days after the Project Initiation Date specified in the Notice to Proceed, Contractor shall submit to Consultant a complete list of 'preliminary data on' items for which Shop Drawings are to be submitted and shall identify the critical items. Approval of this list by Consultant shall in no way relieve Contractor from submitting complete Shop Drawings and providing materials, equipment, etc., fully in accordance with the Contract Documents. This procedure is required .in order to expedite final approval of Shop Drawings. 44.3. After the approval of the list of items required in Section 44.2 above, Contractor shall promptly request Shop Drawings from the various manufacturers, fabricators, and suppliers. Contractor shall include all shop drawings and other submittals in its certification. 44.4. Contractor shall thoroughly review and check the Shop Drawings and each and every copy shall show this approval thereon. 44.5. If the Shop Drawings . show or indicate departures from the Contract requirements, Contractor shall make specific mention thereof in its letter of transmittal. Failure to point out such departures shall not relieve Contractor from its responsibility to.comply with the Contract Documents. 44.6. Consultant shall review and approve Shop Drawings within fourteen (14) calendar days from the date received, unless said Drawings are rejected by Consultant for material reasons. Consultant's approval of Shop Drawings will be general and shall not relieve. Contractor of responsibility for the accuracy of such Drawings, nor for the proper fitting and construction of the work, nor for the furnishing of materials or work required by, the Contract Documents and not indicated on the Drawings. No work called for by Shop Drawings shall be performed until the said Drawings have been approved by Consultant. Approval shall not relieve Contractor from responsibility for errors or omissions of any sort on the Shop Drawings. 44.7. No approval will be given to partial submittals of Shop Drawings for items which interconnect and /or are interdependent where necessary to properly evaluate the design. It is Contractor's responsibility to assemble the Shop Drawings for all such interconnecting and /or interdependent items, check them and then make one submittal to Consultant along with its comments as to compliance, noncompliance, or features requiring special attention. 44.8. If catalog sheets.or prints of manufacturers' standard drawings are submitted as Shop Drawings, any additional information or changes on such drawings shall be typewritten or lettered in ink. 44.9. Contractor shall submit the number of copies required by Consultant. Resubmissions of Shop Drawings shall be made in the same quantity until final approval is obtained. CITYOF MIAMI BEACH DATE: March 2011 28 44.10. Contractor shall keep one set of Shop Drawings marked with Consultant's approval at the job site at all times. 45. Field Layout of the Work and Record Drawings 45.`1. The entire responsibility for establishing and maintaining line and grade in the field lies with Contractor. Contractor shall maintain an accurate and precise record of the location and elevation of all pipe lines, conduits, structures, maintenance access structures, handholes, fittings and the like and shall prepare record or "as- built" drawings of the same which are sealed by a Professional Surveyor. Contractor shall deliver these records in good order to Consultant as the Work is completed. The cost of all such field layout and recording work is included in the prices bid for the appropriate items. All record drawings shall be made on reproducible paper and shall be delivered to Consultant prior to, and as a condition of, final payment., 45.2. Contractor shall maintain in a safe place at the Project site one record copy of all Drawings,. Plans, Specifications, Addenda, written amendments, Change Orders, Field Orders and written interpretations and clarifications in good order and annotated to show all changes made during construction. These record documents together with all approved samples and a counterpart of all approved Shop Drawings shall be available at all times to Consultant for reference. Upon Final Completion of the Project and prior to Final Payment, these record documents, samples and Shop Drawings shall be delivered to the Contract Administrator. 45.3. Prior to, and as a condition precedent to Final Payment, Contractor shall submit to City, Contractor's record drawings or as -built drawings acceptable to Consultant. 46. Safety and Protection 46.1, Contractor shall be solely responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Project. Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to: 46.1.1. All employees on the work site and other persons who may be affected thereby; 46.1.2. All the work and all materials or equipment to be incorporated therein, whether in storage on or off the Project site; and 46.1.3. Other property at the Project site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. CITYOF MIAMI BEACH DATE: March 2011 29 46.2. Contractor shall comply with all applicable laws, ordinances, rules, regulations and orders of any public body having jurisdiction for- the safety of persons or property or to protect them from damage, injury or loss; and shall erect and maintain all necessary safeguards for such safety and protection. Contractor shall notify owners of adjacent property and utilities when prosecution of the work may affect them. All damage, injury or loss to any property referred to in Sections 46.1.2 and 46.1.3 above, caused directly or indirectly, in whole or in part, by Contractor , any Subcontractor or anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable, shall be remedied by Contractor . Contractor's duties and responsibilities for the safety and protection of the work shall continue until such time as all the Work is completed and Consultant has issued a notice to City and Contractor that the Work is acceptable except as otherwise provided in Article 29 hereof. 46.3. Contractor shall designate a responsible member of its organization at the Work site whose duty shall be the prevention of accidents. This person shall be Contractor's superintendent unless otherwise designated in writing by Contractor to City. 47. Final Bill of Materials Contractor shall be required to submit to City and Consultant a final bill of materials with unit costs for each bid item for supply of materials in place. This shall be an itemized list of all materials with a unit cost for each material and the total shall agree with unit costs established for each Contract item. A Final Certificate for Payment cannot be issued by Consultant until Contractor submits the final bill of materials and Consultant verifies the accuracy of the units of Work. - 48. Payment by City for Tests Except when otherwise specified 'in the Contract Documents, the expense of all tests requested by Consultant shall be borne by City and performed by a testing firm chosen by Consultant. For road construction projects the procedure for making tests required by Consultant will be in conformance with the most recent edition of the State of Florida, Department of Transportation Standard Specifications for Road and Bridge Construction. The cost of any required test which Contractor fails shall be paid for by Contractor. 49. Project Sign Any requirements for a project sign shall be paid by the Contractor as specified by City Guidelines'. 50. Hurricane Precautions 50.1. _ During such periods of time as are designated by the United States Weather Bureau as being a hurricane warning or alert,. the Contractor, at no cost to the City, shall take all precautions necessary to secure the Project site in response. to all threatened storm events, regardless of whether the City or Consultant has given notice of same. CITYOF MIAMI BEACH DATE: March 2011 30 50.2. Compliance with any specific hurricane warning or alert precautions will not constitute additional work. 50:3. Additional work relating to hurricane warning or alert at the Project site will be - addressed by a Change Order in accordance with Section 37, General Conditions. f 50.4. Suspension of the Work caused by a threatened or actual storm event, regardless of whether the City has directed such suspension, will entitle the Contractor to additional Contract Time as noncompensable, - excusable delay, and shall not give rise to a claim for compensable delay. 51. Cleaning Up City's Right to Clean Up: Contractor shall at all. times keep the premises free from accumulation of waste materials or rubbish caused by its operations. At the completion of the Project, Contractor shall remove all its waste materials and rubbish from and about the Project as well as its tools, construction equipment, machinery and surplus materials. If Contractor fails to clean up during the prosecution of the Work or at the completion of the Work, City may do so and the cost thereof shall be charged to Contractor. If a dispute arises between Contractor and separate contractors as to their responsibility for cleaning up, City may clean up and charge the cost thereof to the contractors responsible therefore as Consultant shall determine to be just. 52. Removal of Equipment in case of termination of this Contract before completion for any' cause whatever, Contractor, if notified to do so by City, shall promptly remove any part or all of Contractor's equipment and supplies from the property of City, failing which City shall have the right to remove such equipment and supplies at the expense of Contractor. 53. Nondiscrimination, Equal Employment Opportunity, and Americans with Disabilities Act Contractor shall not unlawfully discriminate against any person in its operations and activities or in its use or expenditure of funds in fulfilling its obligations under this Agreement. Contractor shall affirmatively comply with all applicable provisions of the Americans with Disabilities Act (ADA) in the course of providing any services funded by City, including Titles. I and 11 of the ADA (regarding nondiscrimination on the basis of disability), and all applicable regulations, guidelines, and standards. In addition, Contractor shall take affirmative steps to ensure nondiscrimination in employment against disabled persons. Contractor's decisions regarding the delivery of services under this Agreement shall be made without regard to or consideration of race, age, religion, color, gender, sexual orientation, national origin, marital status, physical or mental disability, political affiliation, or any other factor which cannot be lawfully used as a basis for service delivery. Contractor shall not engage in or commit any discriminatory practice in violation of City of Miami Beach Ordinance No 92.2824 in performing any services pursuant to this • Agreement. CITYOF MIAMI BEACH DATE: March 2011 31 54. Project Records City shall have the right to inspect and copy, at City's expense, the books and records and accounts of Contractor which relate in any way to the Project, and to any claim for additional compensation made by Contractor, and to conduct an audit of the financial and accounting records of Contractor which relate to the Project and to any claim for additional compensation made by Contractor. Contractor shall retain and make available to City all such books and records and accounts, financial or otherwise, which relate to the Project and to any claim for a period of three (3) years following Final Completion of the Project. During the Project and the three (3) year period following Final Completion of the Project, Contractor shall provide City access to its books and records upon seventy -two (72) hours written notice. CITYOF MIAMI BEACH DATE: March 2011 32 • SCHEDULE G INSURANCE REQUIREMENTS AND SWORN AFFIDAVITS Client# 13448 BEREBUS3 1. ACOI�l�,. CERTIFICATE;QF LIABILITY a1NSURANCE DA „ ,�: THIS`CERTiFIGATE iSISSUED AS A MATTER OE INFORMATION ONLYIAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER ; THIS CERTIFlCA7E DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR�Ai:TER THE COVERAGE''AFFORDED BY,T}IE POLICIES Bt2t.OW THIS`CERTIFICATE,OE INSURANCE NOT;CONS fiTUTE A CONTRACT BETWEEN THE ISSUING IPI5URE , AUTHORIZED REPRESENTATIVE OR PRODUCER AND THE CER " l 1 , CdTE HOLDER ' - 1111111 1,1 A � l IMPORTANT::if the cerNflcate holler is an ADDIl70NAL INSURED 4 the poiicy(les) must be ppdorsed '#, S BROGATION iS WAIVED, subject to the terms and con`diUons of the policy; certain pollctes may require an endorsement A statement on this certificate does not confer rights to the 51, cotfticAk,hol, in Ile I ot eltiforsement(s) i PRODUCER NAME .'` 7 1 ISU Suncoast;< Insurance Assoc pHONE $13289- 5200'- a No $132$94561 A!C No Ext P O 'BOX 22668 ADDRESS -- 11 Tampa, F1 3.9622 266$ ER D $13 Z$9 -SZOO ` INSl1RER(S) AFFORDING COVERAGE ; NAIC !, ;' INSURED o+suRER A Phoenix Insurance Company. 25623 61 - N BerenbiumBusch Archrtecture, Inc INSURER B ; Travelers Casualty &'SLOOW,Co 31194 848 Brickeli Ave ,' Suite XL S la Insurance Com an 37885 1. 11 ;{ .INSURER C C _ ` p y 1 '41 Miami, FL 33131 INSURER o INSURER E'.. MSURER F _ , COVERAGES•: #: CERTIFICATE NUMBER REVISION;NUMBER THISIS`TO CEfiTIFY THAT TI tE POLICIES OF LISTED BELOW HAVE BEEN ISSUEDrTO THE INSURE[) NAMED'ABOVE FOR THE POLICY PERIOD `INDIGATEQ NOTYYITHSTAN ANY REQUIREMENT' TERM OR CONDITION OF,ANY,Co"",T'OR OTHER DOCUMENT WffH RESPECT70 WHICH THIS:" CERTIFlCATE`MAY BE;ISSUED,OR MAY PERTAIN, THE;INSURANCE AFFORDED BY:TNE POLICIES DESC RIBED HEREIN.iS SUBJECT TO ALL THE SERMS EXCLUSIONS AND CONpfTIONS OF SUCH POLICIES: LIMITS SHOWN MAY,:HAVE BEEN REDUCED BY PAID CLAIMS! a , .. OLICTEFF kc ply, EXP >TYPEOF,INSURANCE:; .. , ;i POLKY- NUMBER......f 1� LIMrrS A . GENERAL UABIUTY 66067558289 =' $/2SJ2Q17 08!25!201 EACH OCCURRE $1 000 000 A a( TiREr7TED t- -L X COMMERCIALGENERALLIABILITY RE i S ccurtence $1 OOO CLAIMS-MADE - OCCUR MED EXP (Any one person) $1 O OOO L 9L ! PERSONAL & ADN INJURY $1'OOO,000 . 1 9. GENERAL AGGREGATE $2 OOO OOO .G . %AGGREGATE LIMIT APPLES PER PRODUCTS - COMPlOP AGG $Z'OOO 000 " POLICY PRO LOC $ 'S L 1. A AUYONOBII E LIABILrrY. 66O6T5SRZO9.: 8/251201.1 081251201 COMBINED SINGLE LIMIT ',' $ .' .. , ' ; .� . y < (Ea accident) L. 1 040 00 0 's ANY AUTO ', BODILY INJURY (Per person) $ ., ; _. Lr L ALL OWNED AUTO$ i r _ BODILY IWUR . `. . " ` 99 Y (Per accident) $ SCHEDULED AUTOS ,PROPERTY DAMAGE S (Per acc dent) X HIRED AUTOS $ , X NON OWNED AUTOS UMBRELLAUAB •gCt(R EAGHOCCU $ EXCES §UAB s CLAIMS - MADE AGGRE _ - $; DEDUCTIBLE $ r B WORKERS: OMPENSATION UB3$$67741 4f04/2O1Z O4J04/'201 WCSTATU OTH AND EMPLOYERS LIABLE rrY Y / N ANY PROPRIETO",ARTNER(EXECUTIVE� E L: EACH ACCIDENT ,, $5OD,000 1. OFFICERMIEMBER EXCLUDED N i+/A E.L. DISEASE 'EA EMPLOYEE $S r. (Mandatory In NH) .. 8. .`describe under . EL' DISEASE "POLICY LIMIT 'SOD OOO L. C Professional DPS9694876 8(01/2011 08/01/201 $1,000,000 per cialm L. LIabH $1 000 000 annl.a r OESORIPTION OF OPERArIOPIS! LOCATIONS / VEHICLES (Attac h ACORD 707 AddiJt* Remarks;sIp*ui%,,6 more apace is required) : L � ; �, , 9 L , a essional Liability coverage Is written on a ciaitt * a and , Prof reported heals (See;Attached Descriptions) ..Y.,...- , _.. -', .. _ z _. 1 . i m CERTIFICATE'HOLDER . CANCELLATION Ctty Of Miami Beach, FLOrida COULD ANY OF THE ABQVE DESCRIBED O QUGES BE CANCELLED HI, IjRE 91 THE EXPIRATION DATE,THEREOF, NOTICE WILL BE DELIVERED IN 11 1. Capital ,MprOVeM"S Projects t ACCORDANCE WITH THE -POLICY PROVISIONS 1. 777 17tH Street ' ,Miamy EL 33139 AUIHOA2E0 REpRESENTATrvE 99 . ,�.' "o � r 7"7 OLD' • -Ot..0 �, „ ®1988= 2009'AGORD CORPORATION Ail.rights resersred L. ACORD 25 (2(109109) ' ; 1 Of 2 The ACORD name and logo are registered meFks of ACORD 99 #53772151M377009. •CdIT � L . I I r . N � . L r"L ' 9 ' ' � : � � I . r w 7 s,:y 1 e��C:.`� c b,*.., , ,..Y' x .;3 ' .x;:,,s1. ^ >a xa,. �. .. y ,;� r, #'� t , sri } 3 P—Q, GIVIV, 3 � x ;.rot �' a .a xv�of ie s �' F x t4 ,S .j a .. „s ;� x - G �� sd ' tir # „� �'� s f r� r DESCRiPTI ©NS (Gont�nued from`xPage1)f ,Mk i >,S s ;i'*;u' _ ,,, x u... �..-. ,.^,K. s' „N' ' ' a� `,, ,x#i f s 1 s ..+u? r w s i > f >k > „r <, e..rx. .L,<, <..{'.,�..;,�:9..,r .eta .3.s.x. „� ,,.�e, �.,... ,..4z', x. s,..c.�.,.,.,,. >�}.� , � � , ,S Project name 'Calicos Park Garage Protect Certrlicate balder is listed as an addition; hnsured with respect to the General Liability, Atrto Liabilt�y 707 Q nd Workers Compensation policies as required by wrdten c,'ontraci:.prior to;a 6"sjj�r policy terms & conditions 1 ': ��'� _'�,' ., I '14' 2 '_ - , - � ”; I - , c , .. ' . ,- — , .. , � ”' ”' ' �jj UP , v: � ­r 1, �.' ':",� " "O 1 _'..�" ..J .' .�� I SIRAIRY � ­"O 1 1 Q - I .1 , . ; �:" 'r� I � , 1; . �, '­ � 4 � f �'-' -'�z.L.%, , "" "�L , � ., , I - � �m , , ,� I 11 � , : �.' :� ' - , . O , � , � , , - � , _ . ' 1 - �� �';�� �� �' . , " , . � �' , � , � � e , ,- : . :' . �" W � , I .1 �. � :1 .� � __ . . , , " �' 11 , ,��' �: '�e � , " I � I I I., ' ­1 -11 4 ^n 'dc v -a _ r r r S 7 #, y . , s ' r , c ., v � ��'�. � � """, 1 n" A, .- " � - I � 1 -- �;­ I I . , " , " ;"r, "' I'll ­' - `;� ��'.' I , '_�' I ,,�,',�"'rr,,,�, ., '.,,,� ,�,.,",,­,�' �4o .��A i� _ `' ,.v a.,t,,.. r ,, l _,a.naA _ ,._ .. E .f u t s.,;, t7d. 4. 3t„ i *� x r�.a` ., S. ✓ w° 1 - w .. �,S.4fc '� 2 . ',' .x . 1, "I "I ... ­1 AMS 25 3 (29/09) 2 ofR2 :'. �:_';� #S377215JM3TTb09 INSURANCE CHECK LIST • XXX 1. Workers' Compensation and Employer's Liability per the statutory limits of the state of Florida. XXX 2. Comprehensive General Liability (occurrence form), limits of liability $1.000,000.00 per occurrence for bodily injury property damage to include Premises /Operations; Products, Completed Operations and Contractual Liability. Contractual - Liability and Contractual Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of specifications). 3. Automobile Liability - $1,000,000 each occurrence - owned /non- owned /hired automobiles- included. 4. Excess Liability - $ 00 per occurrence to follow the primary coverages. XXX 5. The City must be named as and additional insured on the liability policies; and it must be stated on the certificate. 6. Other Insurance as indicated: _ Builders Risk completed value $ .00 _ Liquor Liability $ .00 Fire Legal Liability $ . 00 Protection and Indemnity $ .00 _ Professional Liability $ .00 • _ Employee Dishonesty Bond $ .00 _ Theft Covering Money and /or Property Of others $ .00 XXX 7 Thirty (30) days written cancellation notice required. XXX 8. Best's guide rating B +: VI or better, latest edition. XXX 9. The certificate must state the RFQ number and title PROPOSER AND INSURANCE AGENT STATEMENT: We understand the Insurance Requirements of these specifications and that evidence of this insurance may be required within five (5) days after Proposal opening. Selected Proposal's failure to procure or maintain required insurance program shall nstitute a material . breach of Agreement under which City may imme er ate the proposed Agreement. Proposer Sign to a of P r • June 17, 2011 RFQ No: 31 -10/11 City of Miami Beach 29 of 49 • SWORN STATEMENT UNDER SECTION 287.133(3) (a), FLORIDA STATUTES ON' PUBLIC ENTITY CRIMES THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted to C1n c Mt6a 6 AI - t [print name of public entity] By CUsTti1� �lu/�c,yi`►. C r ', 51pdw [print individual's ame and title] For EYLt'lU g (! M hay! vc* fM.obti la✓'t1t! hr} , Inc- [print name of entity submitting sworn statement] Whose business address is 8 45 aLICKQL h7J6 And (if applicable) its Federal Employer Identification Number (FEIN) is Rp4q (If the Entity has no FEIN, include the Social Security Number of the individual signing this sworn statement: ). I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida • Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with. any business with any public entity or with an agency or political subdivision of any other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation. I understand that "convicted" or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. understand that an "affiliate" as defined in Paragraph 287.133 (1)(a), Florida Statutes, means: 1) A predecessor or successor of a person convicted of a public entity crime; or 2) An entity under the control of any natural person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length agreement, shall be a prima facie case that one person controls another person. A person who knowingly enters into a joint venture with a person who has been convicted . June 17, 2011 RFQ No: 31 -10111 City of Miami Beach 33 of 49 • of a public entity crime in Florida during the preceding 36 months shall be considered an affiliate. understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees, members, and agents who are active in management of an entity. Based on information and belief, the statement which I have marked below is true in relation to the entity submitting this sworn statement. [Indicate which statement applies.] Neither the entity submitting this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are active in neither the management of the entity, nor any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, • there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by the hearing Officer determined that it was not in the public interest to place the entity submitting this sworn statement on the convicted vendor list. [Attach a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH, DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENT RING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED I EC N 87.017, FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN I R ATION CONTAINED IN THIS FORM. [ ig ature] I Sworn to and subscribed before me this a l day of pi�jC 28tJff Personally known a!� OR Produced identification Notary Public - State of r161 My commission expires (Type of Identification) - (Printed typed or stamped Commissioned name of Nota Publ SILVIA FERNA A v iA MY COMMISSION # 12 4� June 17, 2011 a EXPIRES: Septemb 34 of 49 015 RFQ No: 31 -10111 City of Miami Beach � Bonded Thru Notary Publiwrters i a i . i i SWORN STATEMENT UNDER SECTION 287.133(3) (a), FLORIDA STATUTES ON PUBLIC ENTITY CRIMES THIS FORM MUST.BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER OATHS. This sworn statement is submitted to _ [print name of public entity] By Patrik Schumacher (Director) _ For Zaha Hadid Limited ' -Whose business address is 10 Bowling Green Lane, London, EC1R 0BQ And (if applicable) its Federal Employer Identification Number (FEIN) is (if the Entity has no FEIN, include the - Social Security Number of the individual signing this sworn statement: ). I understand that a "public entity crime" as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or federal law by a person with respect to and directly related to the transaction of business with any business with any public entity or with an agency or political subdivision of any .other state or of the United States, including, but not limited to, any bid or contract for goods or services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and involving antitrust, fraud, theft, bribery, collusion, racketeering, .conspiracy, or material misrepresentation. I understand that "convicted" or "conviction" as defined in Paragraph.287.133(1)(b), Florida Statutes, means a finding of guilt or a conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state'trial court of record relating to charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of guilty or nolo contendere. I understand that an "affiliate" as defined in Paragraph 287.133 (1)(a), Florida Statutes, means: 1) A predecessor or successor of a person convicted of a public entity crime; or 2) An entity under the control of any natural .person who is active in the management of the entity and who has been convicted of a public entity crime. The term "affiliate" includes those officers, - directors, executives, partners, shareholders, employees, .members, and agents who are active in the management of. an affiliate. The ownership by one person of shares constituting a controlling interest in another person, or a pooling of. equipment or income among persons when not for fair market value under an ar th agreement, shall be a prima facie case that one person controls A person who knowingly enters into a joint venture with a pens o has be onvicted of a public entity crime in Florida during the pre ing 36 months hall be C1ee �pgo dogEG��og� June 17.2011 LOO 0:31 -10111 City of Miami Beach G ` 5 of 18 I i . I considered an affiliate. I understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes means any natural person or entity organized under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies to bid on contracts for the provision of goods or services let by :a public entity, or which otherwise transacts or applies to transact business with a public entity. The term "person includes those officers, directors, executives, partners, shareholders, employees, members, and .agents who are active in management of an entity. Based on information and belief, the statement which 1 have marked below is true in relation to the entity submitting this sworn statement, ,[Indicate which statement applies.] Neither the entity submitting. this sworn statement, nor any officers, directors, executives, partners, shareholders, employees, members, or agents who are ' active in neither the management of the entity, nor, any affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, , 1989. • The entity submitting this sworn.statement, or one or more of its officers, directors, executives,, partners, shareholders, employees, members or agents who are active in management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. The entity submitting this sworn statement, or one or more of its officers, directors, executives, partners, shareholders, employees, members, or agents who are active in the management of the entity or an affiliate of the entity has been charged with and convicted of a public entity crime subsequent to July 1, 1989. However, there has been a subsequent proceeding before a Hearing Officer of the State of Florida, Division of Administrative Hearings and the Final Order entered by - the hearing Officer determined that it was not in the public interest to .place the entity submitting this sworn statement on the convicted vendor list, -[Attach :a copy of the final order] I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO. THE CONTRACTING OFFICER FOR THE PUBLIC ENTITY IDENTIFIED IN PARAGRAPH 1 (ONE) ABOVE IS FOR. THAT PUBLIC ENTITY ONLY AND, THAT THIS FORM IS VALID THROUGH .DECEMBER 31 OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287.017, 'FLORIDA STATUTES FOR CATEGORY TWO OF ANY CHANGE IN THE INFORMATION CONTAINED IN THIS FORM. Patrick Schumacher Sworn to and subscribed before me this day of 2 Personally known. OR Produced identification Notary Public - St ,1D f 1Nj� P . My commission Tres (Type of Identification) V ,; ;nG` ana (Printed typed or stamped Commissioned name of Notary'Public) io ondo��c1R `Q�CF1�G i • dune 17, 2011 RFQ No: 31 -10111 City of Miami Beach 0 of 18 i QUESTIONNAIRE f Proposer's Name: Zaha Hadid Limited I t/a Zaha Hadid Architects Principal Office Address: 10 Bowling Green Lane, London,'EC1R OBQ Official Representative: Patrik Schumacher (Director) Individual Partnership , Corporation Limited Liability Company (LLC) If a Corporation, answer this: When Incorporated: Incorporated .8th April 1999 • In what State: London, United Kingdom If a: Foreign Corporation: Date of Registration with Florida Secretary of State: Name of Resident Agent: BERENBLUM .BUSCH ARCHITECTURE Address of Resident Agent: 848 Brickell Avenue, Suite 626, Miami, Florida 33131 { President's Name: Gustavo-Berenblum AIA. LEED AP Vice- President's Name: Claudia Busch 3 Treasurer's Name: P p1� �/q Board of Directors: 1fl Bowling Gfeen Lane London BC5 R 0BQ June 17, 2011 f 1�E FQ No: 31-10111 City of Miami Beach 7 of 18 If a Partnership: Date of organization: General or Limited Partnership *: Limited Liability Company Name andAddress of Each Partner: NAME ADDRESS Zaha -M. Hadid (Principal) 10 Bowling Green Lane, .London EC1R OBQ Patrik Schumacher (Director) 10 Bowling Green .Lane, London EC1 R OBQ * Designate general partners in a Limited Partnership • 1. Number of years of relevant experience in operating same or similar business: Zaha Hadid Architects established 1979, became a Limited Company 1999 2. Have any agreements held by Proposer for a project ever been canceled? Yes O No (X) If yes, give details on a separate sheet. 3. Has the Proposer or any principals of the applicant organization failed to qualify as a responsible Bidder /Proposer refused to enter into a contract after an award has been made, failed to complete a contract during the past five (5) years, or been declared to be in default in any contract in the last 5 years? if yes, please explain: NIA 4: Has the Proposer or any of its principals ever been declared 'bankrupt or reorganized under Chapter 11 or put into receivership ?Yes (} No ( X) If yes, give date, court jurisdiction, action taken, and any other .explanation deemed necessary on a separate sheet. " 5. Person or persons interested in this RFQ and Qualification I rten ve not been convicted by a Federal, State, County, or Municipal Ccoa ny vio n of law, other than traffic violations. To include stockholders percent (1 (Strike out inappropriate words) oceen �C1R O BO a June 17.2011 31 -10111 City of Miami eeacn Cti t� � s or es i i Explain any convictions: i 6. Lawsuits (any) pending or.completed involving the corporation, partnership or individuals with more than ten percent (10 %) interest: A. List all pending lawsuits: NIA B. List all judgments from lawsuits in the last five (5) years: NIA C. List any criminal violations and/or .convictions of the Proposer and /or any of its principals: N/A '7. Conflicts of Interest, The following relationships are the only potential, actual, or, • perceived conflicts of interest- in connection with this Proposal: (If none, state same.) None 8: Public Disclosure. In order to determine whether the members the Evaluation. Committee for this Request for Proposals have any association or relationships which would constitute a conflict of interest, either actual or perceived, with :any Proposer and /or individuals and entities comprising or representing such Proposer and in an attempt to ensure full and complete disclosure regarding this contract, all Proposers are required to disclose all persons and entities who may be involved with this Proposal. This list shall include public relation firms, lawyers and lobbyists. The Procurement Division shall be notified in writing if any person or entity is added to this list after receipt of Proposals. I The Proposer understands that information contained in this Ts� � 0 ill be relied upon by the ;City in awarding the proposed contract, ands information' warranted by the Proposer to be true and accurate. The Proposer agr to furnish such additional �A[n9 Gceen Lane 108 1fi0 London 8C • June 17, 2011 �GJ RFQ No: 31-10111 City of Miaml Beach 9 of 18 q& ,I 1 I f information, prior to acceptance of any Proposal relating to the qualifications of the Proposer, as may be required by the City Manager. The Proposer further understands that the information contained in this Questionnaire may be confirmed through a background investigation conducted by the City, through the Miami Beach Police Department. By submitting this Questionnaire the Proposer agrees to cooperate with this investigation, including but not limited to, fingerprinting and providing information for a credit check. PROPOSER WITNESS: IF INDIVIDUAL: Signature Signature Print Name Print Name WITNESS: IF PARTNERSHIP: Signature Print Name of Firm Print Name Address By: • General Partner Print Name ATTEST: IF CORPORATION: Zaha Hadid Limited Sign 10 Bowling Green Lane London EC1 R OBQ Woody K.T Yao (Company Secretary) By: p0 Utij� (Director) (CORPO SEAL) r c�� Patrik Schumacher i 10 $0 vf1in9 G { �R �1 e 4ondOn Er M ACHO G • June 17. 2011 RFQ No: 31 -10111 City of Miami Beach 10 of 18 i