Wayfinding Signage/Hillier GropAGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
FOR
PROFESSIONAL CONSULTING SERVICES
FOR THE
CITYWIDE WAYFINDING SIGNAGE SYSTEM
MAY, 2003
TABLE OF CONTENTS
DESCRIPTION
ARTICLE 1 DEFINITIONS
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.9
1.9.1
1.9.2
1.10
1.10.1
1.10.2
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
1.22
City
City Commission
City Manager
Proposal Documents
Consultant
City's Project Coordinator
Program Manager (not applicable)
Basic Services
The Project
The Project Cost
The Project Scope
Construction Cost
Construction Cost Budget
Statement of Probable Construction Cost
Force Majeure
Contractor
Contract Documents
Contract for Construction
Construction Documents
Change Order
Additional Services
Work
Services
Base Bid
Schedules
Scope of Services
Dra~ 068)6/03
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ARTICLE 2. BASIC SERVICES
2.5 Planning Services
2.6 Design Services
2.7 Bidding and Award Services
2.8 Construction Phase Services
2.9 Additional Services
2.9 Responsibility for Claims and Liabilities
2.11 Time
2.12-2.29 Consultant Responsibilities
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ARTICLE 3. THE C1TYS RESPONSIBILITIES
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ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
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ARTICLE 5. ADDITIONAL SERVICES
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ARTICLE 6.
ARTICLE 7.
ARTICLE 8.
ARTICLE 9.
REIMBURSABLE EXPENSES
COMPENSATION FOR SERVICES
CONSULTANT'S ACCOUNTING RECORDS
OWNERSHIP AND USE OF DOCUMENTS
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Default and Right to Terminate
10.2 Termination for Cause
10.3 Te,t~nation for Convenience
10.4 Te~i~ination by Consultant
10.5 Implementation of Termination
10.6 Non-Solicitation
ARTICLE 11. INSURANCE
ARTICLE 12. INDEMNIFICATION
ARTICLE 13. VENUE
ARTICLE 14. LIMITATION OF LIABILITY
ARTICLE 15. MISCELLANEOUS PROVISIONS
ARTICLE 16. NOTICE
S CHEDUI ~F,S
SCHEDULE "A" - SCOPE OF SERVICES
SCHEDULE "B" - CONSULTANT COMPENSATION
SCHEDULE "C" - HOURLY BILLING RATE SCHEDULE
SCHEDULE "D" - PROJECT SCHEDULE
Draft O6/O6/O3
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
FOR PROFESSIONAL CONSULTING SERVICES
This Agreement made and entered into this3Ot~ day of /~ Iot/i 1 ,20~O3by and between the
CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida
(hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami
Beach, Florida, 33139, and H]LLIER GROUP ARCHITECTURE, NEW JERSEY, INC., The
Widener Building, Mezzanine, One South Penn Square, Philadelphia PA 19107-3502 (hereinafter
referred to as Consultant).
WITNESSETH:
WHEREAS, the City intends to undertake a project within the City of Miami Beach, which is more
particularly described in Schedule "A", attached hereto (the Project), and wishes to engage the
Consultant to provide professional consulting services for the Project in accordance with the Scope
of Work, and at the agreed fees as set forth in this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of professional
consulting services relative to the Project, as hereinafter set forth, including, but not limited to:
planning, design, bidding and construction administration services, all as hereinafter stipulated.
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY. The "City" shall mean the City of Miami Beach, a Florida municipal corporation
having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139.
1.2 CITY COMMISSION. "City Commission" shall mean the goveming and legislative body
of the City.
1.3 CITY MANAGER. The "City Manager" shall mean the chief administrative officer of the
City. The City Manager shall be construed to include any duly authorized designees, including a
Project Coordinator, and shall serve as the City's representative to whom administrative requests for
approvals shall be made and who shall issue authorizations (exclusive of those authorizations
reserved to the City Commission) to the Consultant.
1.4 PROPOSAL DOCUMENTS. "Proposal Documents" shall mean the REQUEST FOR
PROPOSAL NO. 48-01/02 for Planning, Design and Construction Administration Services for a
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Citywide Wayfinding Signage System, issued by the City in contemplation of this Agreement,
together with all amendments thereto, if any, and the Consultant's proposal in response thereto
(Proposal), which is incorporated by reference in this Agreement and made a part hereof; provided,
however, that in the event of an express conflict between the Proposal Documents and this
Agreement, this Agreement shall prevail.
1.5 CONSULTANT. The "Consultant" is herein defined as: HILLLIER GROUP, INC., a
corporation having its principal offices at: The Widener Building, Mezzanine, One South Penn
Square, Philadelphia PA 19107-3502. When the term "Consultant" is used in this Agreement it shall
be deemed to include any sub-consultants and any other person or entity acting under the direction or
control of Consultant. Any subconsultants retained by Consultant pursuant to this Agreement and
the Project shall be subject to prior written approval of the City. The following subconsultants were
included in the Consultant's Proposal and are hereby approved for the Project:
EDAW
777 Seventeenth Street, Suite 200
Miami Beach, FL 33139
F.R. Aleman Associates
10305 North West 41st Street
Suite 200
Miami, FL 33178
1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean the
individual appointed by the City Manager who shall be the City's authorized representative to
coordinate, direct, and review on behalf of the City, all matters related to the Project, except as
otherwise provided herein.
1.7 PROGRAM MANAGER Not applicable to this project.
1.8 BASIC SERVICES "Basic Services" shall include those planning, graphic design,
architectural, engineering and/or other professional services, as required, for the planning, design,
bidding/award, and construction administration for the Project, as described in Article 2 herein and
in Schedule "A" entitled "Scope of Services", attached hereto.
1.9 PROJECT The "Project" shall mean that City Capital Project that has been approved by
the City Commission and as described in Schedule "A" attached hereto.
1.9.1 PROJECT COST The "Project Cost", as established by the City, shall mean the total cost
of the Project to the City including: Construction Cost, professional compensation, land cost, if any,
financing cost, materials testing services, surveys, permits, contingencies and other miscellaneous
COSTS.
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1.9.2 PROJECT SCOPE The "Project Scope" shall mean the description of the Project
contained in Schedule "A" attached hereto, as modified by any approved change orders issued
subsequently.
1.10 CONSTRUCTION COST The "Construction Cost" for the Project shall mean the sum
which is the total cost or estimated cost to the City of all elements of the Project designed or
specified by the Consultant and approved by the City, including, at current market rates (with a
reasonable allowance for overhead and profit), the cost of labor and materials and any equipment
which has been designed, specified, selected or specifically provided for by the Consultant and
approved by the City, and including a contingency allowance for unforeseen conditions, not to
exceed ten pement (10%) of the construction cost, and not including the compensation of the
Consultant and any subconsultants, the cost of land, rights-of-way, surveys, testing, or other
reimbursable expenses. For Work not constructed, the Construction Cost shall be the same as the
lowest bona fide bid or competitive hid received and accepted from a responsible bidder or proposer
for any and all of such Work.
1.10.1 CONSTRUCTION COST BUDGET The "Construction Cost Budget" shall mean an
amount budgeted by the City for Construction Cost, as specified in the Project Scope in Schedule
"A" attached hereto.
1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST The "Statement of
Probable Construction Cost" shall mean a forecast of Construction Cost prepared by the Consultant,
as defined in attached Schedule "A" entitled "Scope of Services", for the guidance of the City. For
Work which bids or proposals have not been let, the Construction Cost shall be the same as the latest
Statement of Probable Construction Cost. The City shall have the right to verify the Statement of
Probable Construction Cost or detailed cost estimate by the Consultant.
1.11 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the interference of human agency such as
hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by
changes in Federal, State or local laws, ordinances, codes or regulations, enacted after the date of this
Agreement and having a substantial impact on the Project; other causes beyond the parties' control;
or by any other such causes which the Consultant and the City decide in writing justify the delay;
provided, however, that market conditions, labor conditions, construction industry price trends and
similar matters which normally impact the bidding process shall not be considered a Force Majeure.
1.12 CONTRACTOR / CONTRACTORS "Contractor" or "Contractors" shall mean those
persons or entities responsible for performing the Work or providing the materials, supplies and
equipment identified in the bid and Construction Documents for the Project.
1.13 CONTRACT DOCUMENTS "Contract Documents" shall mean this Agreement; the
Agreement between City and Contractor; Conditions of the Contract (General Supplementary and
other Conditions); Construction Documents; and addenda issued prior to execution of the Contract
for Construction. A Modification is one of the following: (1) written amendment to the Contract for
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Construction signed by both parties; (2) an approved Change Order; (3) a Construction Change
Directive; or (4) a written order for a minor change in the Work issued by the Consultant.
1.14 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean a legally
binding agreement with Contractors.
1.15 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the final plans,
specifications, drawings, documents and diagrams submitted by the Consultant pursuant to Article
2.7 and approved by the City.
1.16 CONTRACT AMENDMENT "Contract Amendment" shall mean the written order to the
Contractor approved by the City, as specified in this Agreement, and signed by the City's duly
authorized representative, authorizing a change in the Project or the method and manner of
performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract
Amendments shall be approved by the City Commission, if they exceed twenty-five thousand
dollars ($25,000.00), or the City Manager if they are twenty-five thousand dollars ($25,000.00) or
less in amount (or other such amount as may be specified by the City of Miami Beach Procurement
Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand dollars
($25,000), the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such Contract Amendment.
1.17 ADDITIONAL SERVICES "Additional Services" shall mean those services described in
Article 5 herein, which have been duly authorized in writing by the City Manager prior to
commencement of same.
1.18 WORK "Work" shall mean the work to be performed on the Project by the Contractor,
pursuant to the applicable Construction Documents, whether completed or partially completed, and
includes labor and materials, equipment, and services provided, or to be provided, by the Contractor
to fulfill its obligations.
1.19 SERVICES "Services" shall mean the services to be performed on the Project by the
Consultant pursuant to this Agreement, whether completed or partially completed, and includes other
labor and materials, equipment and services provided, or to be provided, by Consultant to fulfill its
obligations herein.
1.20 BASE BID "Base Bid" shall mean the elements contained in the Construction Documents
recommended by the Consultant and approved by the City as being within the Construction Cost
Budget pursuant to the Statement of Probable Construction Cost provided by Consultant. "Base Bid"
shall not include "Additive Alternates" or "Deductive Alternates".
1.21 SCHEDULES "Schedules" shall mean the various schedules attached to this Agreement and
are referred to as follows:
Schedule A - Scope of Services.
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Schedule B - Consultant Compensation: The schedule of compensation to the Consultant for
Basic Services, and for Reimbursable Expenses, as defined, plus any Additional Services, as
submitted by the Consultant and approved by the City.
Schedule C - Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to
the Consultant as submitted by the Consultant and approved by the City.
Schedule D - Project Schedule.
1.22
SCOPE OF SERVICES "Scope of Services" shall mean the Project Scope as described in
Schedule "A", together with the Basic Services and any Additional Services approved by the
City, as described in Article 2 and 5, respectively herein.
1.23
STEERING COMMITTEE "Steering Committee" shall mean a special committee,
appointed by the City Manager, for the purpose of providing leadership and technical
assistance for the Citywide Wayfinding Signage System project.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project as set forth hereafter. The
Services for this Project will be performed by the Consultant upon receipt of a written "Notice to
Proceed" issued by the City Manager, or his designee. The Consultant shall countersign the Notice to
Proceed. Note that a separate Notice to Proceed shall be required for commencement of each Phase,
as discussed in attached Schedule "A" entitled "Scope of Services".
2.2 The Consultant's Basic Services shall consist of four Phases (inclusive of planning, final
design and bid documents, bidding and award, and construction administration) as described in
attached Schedule "A" entitled "Scope of Services".
2.3 The Consultant shall coordinate with subconsultants and other consultants, and conform to all
applicable building codes and regulations. Consultant, as it relates to its Services, represents and
acknowledges to the City that it is knowledgeable of codes, rules and regulations applicable in the
jurisdictions in which the Project is located, including without limitation, local ordinances and codes
(City of Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules and
regulations (including without limitation grant and regulations of the Florida Department of
Transportation [FDOT]), and Federal laws, rules and regulations. The Consultant agrees to comply
with all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at
any time during the term of this Agreement, and shall further take into account all known pending
changes to the foregoing, of which it should reasonably be aware. The Consultant shall insert the
provisions of all required codes into the Contract Documents.
2.4 The Consultant expressly agrees that all of its duties, services and responsibilities under this
Agreement shall be performed in accordance with the standard of care normally exercised in the
design of projects of this nature in South Florida. In addition, Consultant represents that it is
experienced and fully qualified to perform the Services contemplated by this Agreement, and that it
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is properly licensed pursuant to the applicable laws, roles and regulations to perform such Services.
Consultant warrants that it shall be responsible for the technical accuracy of its Contract Documents.
2.5 PLANNING SERVICES: Consultant shall perform Planning Services as noted in attached
Schedule "A" entitled "Scope of Services".
2.6 FINAL DESIGN AND BID DOCUMENTS: Based on the approved Planning
documents developed under Article 2.5, Consultant shall prepare Final Design and Bid Documents,
as noted in attached Schedule "A" entitled "Scope of Services".
2.7 BIDDING AND AWARD SERVICES: Consultant shall provide Bidding and Award
Services as noted in attached Schedule "A" entitled "Scope of Services".
2.8 CONSTRUCTION PHASE SERVICES: Consultant shall furnish Construction Phase
Services as noted in attached Schedule "A" entitled "Scope of Services".
2.9 ADDITIONAL SERVICES: Consultant shall provide Additional Services as
described in Article 5. Additional Services.
2.10 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Approval by the City
shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, its
employees, subcontractors, agents and consultants for the accuracy and competency of their designs,
working drawings, specifications or other documents and services; nor shall such approval be
deemed to be an assumption of such responsibility by the City for a defect, error or omission in
designs, working drawings, specifications or other documents prepared by the Consultant, its
employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to
reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the
City and its employees.
2.11 TIME: It is understood that time is of the essence in the completion of this Project,
and in this respect the parties agree as follows:
2.12 The Consultant shall perfomt the Services as expeditiously as is consistent with the standard
of professional skill and care required by this Agreement and the orderly progress of the Work.
2.13 The parties agree that the Consultant's Services during all phases of this Project will be
performed in a manner that shall conform with the approved Project Schedule, which is attached to
this Agreement as Schedule "D". The Consultant may submit requests for an adjustment to the
Project Schedule, made necessary by undue time taken by the City to approve the Consultant's
submissions, and/or excessive time taken by the City to approve the Services or parts of the Services.
The City shall not unreasonably refuse to approve such adjustment(s) to the Project Schedule if the
request is made in a timely manner and is fully justified.
2.14 In providing the Services described in this Agreement, the Consultant shall use its best efforts
to maintain, on behalf of the City, a constructive, professional, cooperative working relationship with
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the City's Project Coordinator, Contractor(s), and others that have been contracted to perform
Services and / or Work pertaining to the Program. While the Services to be provided by Consultant
under this Agreement will be provided under the general direction of the City's Project Coordinator,
it is the intent of this Agreement to allow the Consultant to coordinate the performance of all design
and construction work to the extent such coordination by the Consultant is pemdtted by the contracts
for the design and construction work
2.15 It is further the intent of this Agreement that the Consultant shall perform its duties under this
Agreement in a competent, timely and professional manner and that it shall be responsible to the City
for any failure in its performance except to the extent that acts or omissions by the City or others
make such perfo,mance impossible.
2.16 Whenever during the term of this Agreement, others are required to verify, review, or
consider any work performed by Consultant, including but not limited to the design professionals,
Contractors, and other consultants retained by the City, the intent of such requirement is to enable the
Consultant to receive input from others' professional expertise to identify any discrepancies, errors or
omissions that are inconsistent with industry standards for design or construction of comparable
public projects; or which are inconsistent with applicable laws, codes, ordinances, and regulations; or
which are inconsistent with standards or decisions provided in writing by the City's Project
Coordinator. Consultant will use reasonable care and skill in accordance with and consistent with
customary professional standards in responding to items identified as discrepancies, errors and
omissions by others. Consultant shall receive comments from reviewers via a set of marked-up
drawings and specifications. Consultant shall address comments forwarded to it in a timely manner.
The term "timely" shall be construed to mean as soon as possible under the circumstances, taking
into account the requirements of the Project Schedule.
2.17 The City shall have the right at any time, and in its sole and absolute discretion, to submit for
review to consulting engineers or consulting architects or other consultants, engaged by the City at its
own expense for that purpose, any or all parts of the work performed by the Consultant, and the
Consultant shall cooperate fully in such review at the City's request.
2.18 Consultant agrees to certify and warrant all estimates of Construction Cost prepared by
Consultant. Said certifications shall be in a form approved by the City.
2.19 Consultant represents to City that all evaluations of the City's Project budget, Consultant
generated Statement of Probable Construction Cost, and detailed estimates represent Consultant's
best judgment as a design professional familiar with the construction industry. Consultant cannot and
does not guarantee that bids or negotiated prices will not vary from any estimate of Construction
Cost or evaluation prepared or agreed to by Consultant.
2.20 Consultant agrees that, when the Services to be provided hereunder relate to a professional
service which, under Florida Statutes, requires a license, certification of authorization, or other form
of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to
provide such services.
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2.21 Consultant agrees to employ and designate in writing, within five (5) calendar days after
receiving its initial Notice to Proceed, a qualified licensed professional to serve as the Consultant's
project manager (herein after referred to as "Project Manager"). The Project Manager shall be
authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and
administering all aspects of Services to be provided and performed under this Agreement. The
person selected by Consultant to serve as Project Manager shall be subject to approval and
acceptance by City. Replacement (including reassignment) of said Project Manager shall not be made
without the prior written approval of the City. Consultant further agrees to obtain a binding
agreement with its Project Manager providing a minimum of six (6) months notice before assuming a
different position, said notice waivable by the City at its discretion.
2.22 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do such
from City, to promptly remove and replace Project Manager, or any other personnel employed or
retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request
may be made by City with or without stating its cause.
2.23 Consultant herein represents to City that it has expertise in the type of professional services
that will be performed and pursuant to this Agreement. Consultant agrees that all Services to be
provided by Consultant pursuant to this Agreement shall be subject to City's review and approval and
shall be in accordance with the generally accepted standards of professional practice in the State of
Florida, as well as in accordance with all published laws, statutes, ordinances, codes, rules,
regulations and requirements of any governmental agencies having jurisdiction over the Project or
the Services to be performed by Consultant hereunder. In the event of any conflicts in these
requirements, Consultant shall notify City of such conflict and utilize its best professional judgment
to advise City regarding resolution of each such conflict.
2.24 Consultant agrees not to divulge, furnish or make available to.any third person, firm or
organization, with City's prior written consent, or unless incident to the proper performance of
Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such
information has been properly subpoenaed, any non-public information concerning Services to be
rendered by Consultant hereunder, and Consultant shall require its employees, agents, subconsultants
and subcontractors to comply with the provisions of this paragraph.
2.25 The City and Consultant acknowledge that the Scope of Services does not delineate every
detail and minor work task required to be performed by Consultant to complete the Project. If, during
the course of the performance of the Services contemplated in this Agreement, Consultant
determines that work should be performed to complete the Project which is, in the Consultant's
opinion, outside the level of effort originally anticipated, whether or not the Scope of Services
identifies the work items, Consultant shall notify the City's Project Coordinator, in writing, in a
timely manner, and obtain said Project Coordinator's written consent, before proceeding with the
work. The City's Project Coordinator must comply with Contract Amendment processing
requirements as outlined in Article 1.16, prior to issuance of any written authorization to proceed
with additional Services to Consultant. If Consultant proceeds with additional Services xvithout
notifying and obtaining the consent of the City's Project Coordinator, said work shall be deemed to
be within the original level of effort, and deemed included as a Basic Service herein, whether or not
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specifically addressed in the Scope of Services. Notice to the City's Project Coordinator does not
constitute authorization or approval by the City to perform the work. Performance of work by
Consultant outside the originally anticipated level of effort without the prior written consent of the
City shall be at Consultant's sole risk.
2.26 Consultant shall establish and maintain files of documents, letters, repons, plans, etc.
pertinent to the Project. Consultant shall provide City with a copy of applicable Project
correspondence for City to file in its filing system. In addition, Consultant shall provide electronic
Project documents files to the City, at the completion of the Project.
2.27 It is the intent of this Agreement that the Consultant shall perform its duties under this
Agreement in a competent, timely and professional manner and that it shall be responsible to the City
for any failure in its performance except to the extent that acts or omissions by the City or others
make such performance impossible.
2.28 In the event Consultant is unable to timely complete the Project because of delays resulting
from untimely review by City or other governmental authorities having jurisdiction over the Project
or such delays which are caused by factors outside the control of Consultant, Consultant shall
provide City with immediate written notice stating the reason for such delay and a revised anticipated
schedule of completion. City, upon review of Consultant's submittal and such other documentation
as the City may require, may grant a reasonable extension of time for completion of the Project and
may provide reasonable compensation, if appropriate.
2.29 The Consultant covenants with the City to furnish its Services hereunder properly, in
accordance with the standards of its profession and in conformance with all construction, building
and health codes and other applicable Federal, State and local roles, regulations and laws, of which it
should reasonably be aware, throughout the term of this Agreement. The City's participation in the
design and construction of any Project in no way relieves the Consultant of its professional duties
and responsibilities under applicable law and under the Contract Documents
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City shall designate in writing a Project Coordinator to act as the City's representative
with respect to services to be rendered under this Agreement (herein after referred to as Project
Coordinator). The Project Coordinator shall have authority to transmit instructions, receive
information, interpret and define City policies and decisions with respect to Consultant's Services on
this Project. However, the Project Coordinator is not authorized to issue any verbal or written orders
or instructions to Consultant that would have the effect, or be interpreted to have the effect, of
modifying or changing in any way whatsoever, unless approved by the City Manager and/or City
Commission in compliance with Article 1.16 requirements, including but not limited to the
following:
a) The Scope of Services to be provided and performed by Consultant hereunder;
b) The time the Consultant is obligated to commence and complete all such Services; or
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c) The amount of compensation the City is obligated or committed to pay Consultant.
3.2 The City shall assist Consultant by placing at Consultant's disposal ail information City has
available pertinent to the Project, including previous reports and any other data relative to design or
construction of the Project. It shall be fully understood that City, in making such reports, site
information, and documents available to the Consultant is in no way certifying representing and/or
warranting as to the accuracy or completeness of such data, including any information provided in
the City's Request for Porposals and backup documentation thereto. Any conclusions or
assumptions drawn through examination thereof shall be the sole responsibility of the Consultant and
subject to whatever measure it deems necessary to final verification essential to its performance
under this Agreement. Additionai work required due to inaccurate, incomplete or incorrect
infom, ation supplied by the City may be undertaken by the Consultant as an Additionai Service to
this Agreement. Consultant shall notify the City's Project Coordinator, in writing, in a timely manner
and obtain said Project Coordinator's written consent, before proceeding with the work. If
Consultant proceeds with the additional services without notifying and obtaining the consent of the
City's Project Coordinator, said work shall be deemed to be within the original level of effort and
deemed included as a Basic Service herein.
3.3 The City has established a Construction Cost Budget for the Project, as stated in Schedule
3.4 In the City's sole discretion, the City may furnish legai, accounting and insurance counseling
services as may be required at any time for the Project, including such auditing services as the City
may require to verify the Consultant's applications for payment or to ascertain that Consultant has
properly remitted payment due to subconsultants or vendors working on this project for which
Consultant has received payment from the City.
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project or
non-conformance with the Contract Documents, the City shall give prompt written notice thereof to
the Consultant.
3.6 The City shail furnish required information and services and render approvais and decisions
in writing as expeditiously as necessary for the orderly progress of the Consultant's Services and of
the Work. No approvais required by the City during the various phases of the Project shall be
unreasonably delayed or withheld; provided that the City shall at ail times have the right to approve
or reject any proposed submissions of Consultant for any reasonable basis.
3.7 The City Commission shall be the finai authority to do or to approve the following actions or
conduct by passage of an enabling resolution or amendment to this Agreement.
3.7.1 The City Commission shall be the body to consider, comment upon, or approve any
amendments or modifications to this Agreement, except when noted otherwise (i.e., where delegated
to the City Manager or his designee) in this Agreement.
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3.7.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
3.7.3 All required City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
3.7.4 The City Commission shall hear appeals from the administrative decision of the City
Manager's appointed designee(s), upon the Consultant's written request, in which case the
Commission's decision shall be final.
3.7.5 The City Commission shall approve or consider all Contract Amendments that exceed the
sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the
City of Miami Beach Procurement Ordinance, as amended).
3.8 The City Manager or his designee(s) shall serve as the City's representative to whom
administrative requests for approvals shall be made and who shall issue authorizations (exclusive of
those authorizations reserved to the City Commission) to the Consultant. These authorizations shall
include, without limitation: reviewing, approving, or otherwise commenting upon the schedules,
plans, reports, estimates, contracts and other documents submitted to the City by the Consultant.
3.8.1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this
Agreement which are not otherwise expressly provided for in this Agreement, and shall attempt to
render administrative decisions promptly to avoid unreasonable delay in the progress of the
Consultant's services. The City Manager, in his administrative discretion, may consult with the City
Commission concerning disputes or matters arising under this Agreement regardless of whether such
matters or disputes are enumerated herein.
3.8.2 The City Manager shall be authorized, but not required, at the request of the Consultant, to
reallocate monies already budgeted toward payment of the Consultant, provided, however, that the
Consultant's compensation or other budgets established by this Agreement cannot be increased.
3.8.3 The City Manager, or his designee, shall be the sole representative of the City authorized to
issue a Notice to Proceed, as referenced in attached Schedule "A" entitled "Scope of Services".
3.8.4 The City Manager may approve Contract Amendments which do not exceed the sum of
twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets
established herein.
3.8.5 The City Manager may, in his sole discretion, form a committee or committees, or inquire of
or consult with persons for the purpose of receiving advice and recommendations relating to the
exercise of his powers, duties and responsibilities under this Agreement.
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ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The Construction Cost Budget, as established by the City and stated in Schedule "A", shall
not be exceeded without fully justifiable, extraordinary and unforeseen circumstances, such as Force
Majeure, which is beyond the control of the parties. Any expenditure above this amount shall be
subject to prior City approval by passage of an enabling resolution and amendments to the
appropriate agreements relative to the Project, prior to any modification of the Construction Cost.
Provided further, however, that even in the event of a Force Majeure, as defined in Article 1.10, the
City shall have no obligation to exceed the Construction Cost Budget limitations established herein,
and, if such budget is exceeded, the City may, at its sole option and discretion, terminate this
Agreement without any further liability to the City.
4.2 If the lowest bona fide base bid exceeds the Construction Cost Budget by more than five
percent (5%), the City Commission shall, at its sole discretion, have any oftbe following options: (1)
give written approval of an increase in the Construction Cost Budget; (2) reject all bids or proposals,
authorize rebidding, or (if permissible) authorize a renegotiation of the Project within a reasonable
time; (3) abandon the Project and terminate the Consultant's Services for the Project covered by this
Agreement. without further liability to the City; (4) select as many Deductive Alternatives as may be
necessary to bring the award within the Construction Cost Budget; or (5) cooperate with the
Consultant in reducing the Project scope, construction schedule, and sequence of Work, as may be
required to reduce the Construction Cost Budget. In the event the City elects to reduce the Project
Scope, the Consultant shall provide such revisions to the Construction Documents, and provide
rebidding services, as many times as reasonably requested by the City, as a Basic Service, with no
additional cost to the City, in order to bring the bids within five percent (5%) of the Construction
Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services for this Project will only be perfo..ed by the Consultant following
receipt of a written authorization by the City Manager prior to commencement of same. Such
authorization shall contain a description of the Services required; an hourly fee, as provided in
Schedule "C" with a "Not to Exceed" amount; and additional Reimbursable Expenses (if any); the
amended Construction Cost Budget (if applicable); and an amended completion date for the Project
(if any). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable, which the
Consultant shall not exceed without specific written authorization from the City. The "Not to
Exceed" amount is not a guaranteed maximum cost for the services requested by the City and all
costs applied to such shall be verifiable through time sheet and reimbursable expense reviews.
5.2 The term "Additional Services" includes services involving the Consultant or any
subconsultants whether previously retained for the Services or not, or whether participating as
members with Consultant or not, subject to the City's right to previously approve any change in the
Consultants as set forth in this Agreement.
5.3 Additional Services may consist of the following:
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5.3.1 Serving as an expert witness in connection with any public hearing, arbitration proceeding or
legal proceeding unless such preparation has arisen from the failure of the Consultant to meet the
Standard of Care set forth in Article 2.
5.3.2 Preparing documents for Change Orders, or supplemental Work, initiated at the City's request
and outside the scope of the Work specified in the Construction Documents, after commencement of
the Construction Phase.
5.3.3 Providing such other professional services to the City relative to the Project which arise from
subsequent circumstances and causes (excluding circumstances and causes resulting from error,
inadvertence or omission of the Consultant) which, do not currently exist or which are not
contemplated by the parties at the time of execution of this Agreement.
5.3.4 Assistance in connection with bid protests, rebidding or renegotiating contracts for
construction, materials, equipment or services, except as otherwise expressly provided for herein.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees and
consultants in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in
excess of $500, must be authorized in advance by the City's Program Manager. Invoices or vouchers
for Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting
receipts, and other back-up material reasonably requested by the City, and Consultant shall certify as
to each such invoice that the amounts and items claimed as reimbursable are "true and correct and in
accordance with the Agreement".
6.2 Expenses subject to reimbursement in accordance with the above procedures may include the
following:
6.2.1 The cost of testing or investigation of underground utilities, if authorized by the City's
Project Coordinator.
6.2.2 Expense of reproduction, postage and handling of drawings, specifications and other
documents, excluding reproductions for the office use of the Consultant and sub-consultants. Courier
and postage between the Consultant and its sub-consultants are not reimbursable.
6.2.3 Expenses for reproduction and the preparation of graphics for community workshops
6.2.4 Fees for all necessary permits shall be paid directly by City.
6.2.5 Expenses for travel, including aiffare, hotel, car rental, meals, parking and mileage
6.2.6 The cost of sign prototype production and installation
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6.2.7 Reference Schedule "B" entitled "Consultant Compensation" for Estimated Reimbursable
Costs
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 The Consultant shall be compensated a lump sum fee for Basic Services listed in Schedule
"B" entitled "Consultant Compensation". Note that payments shall be made in proportion to the
Services performed in each Phase so that the payments for Basic Services for each Phase shall not
exceed the progress percentage noted in the Consultant's Progress Schedule, submitted with each
invoice. No markup shall be allowed on subcontracted Basic Services.
7.2 Additional Services authorized in accord with Article 5 will be compensated using the hourly
rates forth in Schedule "C". Request for payment of Additional Services shall be included with the
monthly Basic Services payment request noted in Article 7.1 above. All Additional Services must be
approved by the City's Project Coordinator prior to commencement of same as noted in Article 5.
Under no cimumstances shall the "Not to Exceed" amount be exceeded without prior written
approval from the City's Project Coordinator. No markup shall be allowed on subcontracted
Additional Services.
7.3 Reimbursable Expenses, as defined in Article 6, shall be paid up to the "Not to Exceed"
amount noted in Schedule "B". Request for payment of Reimbursables shall be included with the
monthly Basic Services payment request noted in Article 7. Proper backup must be submitted with
all reimbursable requests. No markup or administrative charges shall be allowed on Reimbursable
Expenses.
7.4 The City and the Consultant agree in accordance with the terms and conditions of this
Agreement that:
7.4.1 If the scope of the Project or the Consultant's Services is changed substantially and
materially, the amount of compensation may be equitably adjusted by mutual agreement of the
parties.
7.4.2 Commencing on January 1, 2004, the Hourly Billing Rate Schedule shown in Exhibit "C"
may be adjusted annually based upon the Miami - Fort Lauderdale Consumer Price Index issued by
the U.S. Department of Labor, Bureau of Labor Statistics. Such adjustment shall be calculated by
multiplying the ratio of the December 2003 index divided by the previous year's index by the Hourly
Rate Schedule to define the new Hourly Rate Schedule; the maximum increase will be limited to
three percent (3%).
7.5 No retainage shall be made from the Consultant's compensation on account of sums withheld
from payments to Contractors.
7.6 Method of Billing and Payment With respect to all Services, Consultant shall submit billings
on a monthly basis in a timely manner. These billings shall identify the nature of the work
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performed; the total hours of work perforated by employee category and the respective hourly billing
rate associated with the employee category from the Hourly Rate Schedule. In the event
subconsultant work is accomplished utilizing the lump sum method, the percentage of completion
shall be identified. Billings shall also itemize and summarize Reimbursables by category. Where
written approval of the City is required for Reimbursables, a copy of said approval shall accompany
the billing for such Reimbursable. When requested, Consultant shall provide backup for past and
current invoices that records hours for all Services by employee category and reimbursable by
category.
7.7 The City shall pay Consultant within forty-five (45) calendar days from receipt of
Consultant's proper statement.
7.8 Final payment of the Consultant upon Project completion must be approved by the City
Manager.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Consultant shall keep such records and accounts and require any and all Consultant and
subconsultants to keep such records and accounts as may be necessary in order to record complete
and correct entries as to personnel hours charged to the Project, and any expenses for which
Consultant expects to be reimbursed. All books and records relative to the Project will be available
at all reasonable times for examination and audit by City and shall be kept for a period of three (3)
years after the completion of all work to be performed pursuant to this Agreement. Incomplete or
incorrect entries in such books and records will be grounds for City's disallowance of any fees or
expenses based upon such entries. All books and records which are considered public records shall,
pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 Electronic files of all documents, including, but not limited to, tracings, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the property
of the City upon completion, termination, or abandonment of the Project. Consultant shall deliver
the above documents to the City within thirty (30) days of completion of the Project, or temdnation
of this Agreement, or termination or abandonment of the Project. (Reference attached Schedule "A",
entitled "Scope of Services" for additional requirements).
9.2 Any re-use of documents by City without written verification or adaptation by Consultant for
the specific purpose intended will be without liability to Consultant.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Termination For Lack Of Funds. The City is a governmental entity and is subject to the
appropriation of funds by its legislative body in an amount sufficient to allow continuation of its
performance in accordance with the terms and conditions of this Agreement. In the event there is a
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lack of adequate funding for the Project, the Project may be abandoned or temdnated, and the City
may cancel this Agreement as provided for herein without further liability to the City.
10.2 Termination For Cause The City may terminate this Agreement for cause in the event that
the Consultant (1) violates any provisions of this Agreement or performs same in bad faith or (2)
unreasonably delays the performance of the Services, upon notice to the Consultant, in writing, seven
(7) days prior to termination. In the case of termination by the City for cause, the Consultant shall be
granted a thirty (30) day cure period after receipt of written notice from the City.
10.2.1 In the event this Agreement is temdnated by the City for cause, the City, at its sole option and
discretion, may take over the Services and complete them by contracting with another consultant(s)
or otherwise. In such event, the Consultant shall be liable to the City for any additional cost incurred
by the City due to such termination. "Additional Cost" is defined as the difference between the
actual cost of completion of such incomplete Services, and the cost of completion of such Services
which would have resulted from payments to the Consultant hereunder had the Agreement not been
terminated.
10.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the
City prior to receipt of a Notice of Termination, shall be made in accordance with Article 7 herein
and the City shall have no further liability for compensation, expenses or fees to the Consultant,
except as set forth in Article 7.
10.2.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly assemble and
submit to the City, as provided herein or as required in the written notice, all documents, including
drawings, calculations, specifications, correspondence, and all other relevant materials affected by
such termination.
10.2.4 In the event of a temdnation for cause, no payments to the Consultant shall be made (1) for
Services not satisfactorily performed and (2) for assembly of submittal of documents, as provided
above.
10.3 Temtination For Convenience. The City, in addition to the rights and options to Terminate
for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the fight to
terminate this Agreement, at its sole option, at any time, for convenience, without cause and without
penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon
notice to Consultant in writing fourteen (14) days prior to termination. In the event City terminates
Consultant's services for its convenience, as provided herein, Consultant shall be compensated for all
Services rendered up to the time of receipt of said written termination notice, and for the assembly
and submittal to the City of documents for the Services performed, in accordance with Article 7
herein, and the City shall have no further liability for compensation, expenses or fees to the
Consultant, except as set forth in Article 7.
10.4 Termination By Consultant. The Consultant may only terminate this Agreement for cause in
the event that the City willfully violates any provisions of this Agreement or unreasonably delays
payment for the Services, upon written notice to the City, thirty (30) days prior to termination. In that
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event, payment for Services satisfactorily performed by the Consultant and accepted by the City prior
to receipt of a Notice of Termination shall be made in accordance with Article 7 heroin. In the case
of termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after
receipt of written notice from the Consultant.
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience of the
Consultant.
10.5 Implementation of Termination. In the event of termination, either for cause or for
convenience, the Consultant, upon receipt of the Notice of Termination, shall (1) stop the
performance of Services under this Agreement on the date and to the extent specified in the Notice of
Temfination; (2) place no further orders or subcontracts except for any that may be authorized, in
writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the extent
that they relate to the performance of the Services terminated by the Notice of Termination; (4)
promptly assemble and submit, as provided heroin, all documents for the Services performed,
including drawings, calculations, specifications, correspondence, and all other relevant materials
affected by the temfination; and (5) complete performance of any Services as shall not have been
terminated by the Notice Of Termination, And As Specifically Set Forth Therein.
10.6 Non Solicitation. The Consultant warrants that it has not employed or retained any company
or person, other than an employee working solely for the Consultant, to solicit or secure this
Agreement; and that it has not paid, nor agreed to pay any company or other person any fee,
commission, gift or other consideration contingent upon the execution of this Agreement. For
breach or violation of this warranty, the City has the right to terminate this Agreement without
liability to the Consultant for any mason whatsoever.
ARTICLE 11. INSURANCE
11.1 The Consultant shall comply throughout the term of this Agreement with the insurance
requirements stipulated heroin. It is agreed by the parties that the Consultant shall not commence
with work on this Project until satisfactory proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain in effect the following insurance coverage:
(a) Professional Liability Insurance in the amount of One Million ($1,000,000.00)
Dollars per occurrence, with a maximum deductible of $150,000 per occurrence, $450,000
aggregate. Consultant shall notify City in writing within thirty (30) days of any claims filed
or made against the Professional Liability Insurance Policy.
(b) Comprehensive General Liability Insurance in the amount of $1,000,000.00 Single
Limit Bodily Injury and Property Damage coverage for each occurrence, which will include
products, completed operations, and contractual liability coverage. The City must be named
as an additional insured on this policy.
(c.) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
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11.2 The Consultant must give thirty (30) days prior written notice of cancellation or of substantial
modifications in the insurance coverage, to the City Manager.
11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its
equivalent, according to Bests' Guide Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida and countersigned by the company's
Florida resident agent.
11.4 Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies
required above. City reserves the fight to require a certified copy of such policies upon request. All
certificates and endorsements required herein shall state that the City shall be given thirty (30) days
notice prior to expiration or cancellation of the policy.
ARTICLE 12. INDEMNIFICATION
12.1 In consideration of a separate and specific consideration of $10.00 and other good and
valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees to
indemnify, defend and hold the City and its officers, employees, agents and authorized
representatives harmless with respect to any and all costs, claims, damages and liability, including
but not limited to reasonable attorneys' fees, which may arise out of the performance of this
Agreement as a result of the negligence, recklessness, intentionally wrongful conduct and errors or
omission of the Consultant, or the Consultant's subconsultants, or any other person or entity under
the direction or control of Consultant. The Consultant shall pay all claims and losses arising out of
Consultant's negligent acts, recklessness, intentionally wrongful conduct, and errors or omissions and
shall defend all suits, in the name of the City, its employees, agents and authorized representatives
when applicable, including appellate proceedings, and shall pay all costs,judgments and reasonable
attorneys' fees which may issue thereon.
ARTICLE 13. VENUE
13.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms or conditions
herein. Exclusive venue for the enforcement of same shall lie in Miami-Dade County, Florida.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 The City desires to enter into this Agreement only if in so doing the City can place a limit on
City's liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the amount of the fees for Services
agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder.
Consultant hereby expresses its willingness to enter into this Agreement with Consultant's recovery
from the City for any damage action for breach of contract to be limited to a maximum amount of the
fee for Services agreed upon under the terms of the Agreement, less the amount of all funds actually
paid by the City to the Consultant
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Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby
agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by
the City of this Agreement in an amount in excess of the amount of fee under any this Agreement,
which amount shall be reduced by the amount actually paid by the City to Consultant for any action
or claim for breach of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in
this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability as
set forth in Section 768.28, Florida Statutes.
ARTICLE 15. MISCELLANEOUS PROVISIONS
15.1 The laws of the State of Florida shall govern this Agreement.
15.2 Consultant agrees that it will not discriminate against any employee or applicant for
employment for work under this Agreement because of race, color, religion, sex, age, national origin,
disability or sexual orientation and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to sexual orientation, race, color,
religion, sex, age, national origin, or disability. This provision shall include, but not be limited to,
the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or
compensation; and selection for training, including apprenticeships. Consultant agrees to furnish
City with a copy of its Affirmative Action Policy.
15.3 Public Entity Crimes Act: In accordance with the Public Entity Crimes Act (Section 287.133,
Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted
vendor list following a conviction for a public entity crime, may not submit a bid on a contract to
provide any goods or services to the City, may not submit a bid on a contract with the City for the
construction or repair of a public building or public work, may not submit a 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. Violation of this Section by
Consultant shall result in cancellation and may result in Consultant's debarment.
15.3 Contingent Fee: Consultant warrants that it has not employed or retained any company or
person, other than a bona fide employee working solely for Consultant, to solicit or secure this
Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or
firm other than a bona fide employee working solely for Consultant any fee, commission, percentage,
gift, or other consideration contingent upon or resulting from the award or making of this
Agreement. For the breach or violation of this provision, City shall have the right to temfinate the
Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover,
the full amount of such fee, commission, percentage, gift, or consideration.
15.5 The Consultant represents that it has made and will make reasonable investigation of all
subconsultants to be utilized in the performance of work under this Agreement to determine that they
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possess the skill, knowledge and experience necessary to enable them to perform the services
required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility
for the perfoc~ance of the work under this Agreement.
15.6 The Consultant, its consultants, agents and employees and sub contractors, shall comply with
all applicable Federal, State and County laws, the Charter, related laws and ordinances of the City of
Miami Beach, and with all applicable rules and regulations promulgated by local, state and national
boards, bureaus and agencies as they relate to this Project.
15.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise
encumbered by Consultant, under any circumstances, without the prior written consent of City.
15.8 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements or understandings applicable to the matters contained herein; and the
parties agree that there are no commitments, agreements or understandings concerning the subject
matter of this Agreement that are not contained in this document. Accordingly, the parties agree that
no deviation from the terms hereof shall be predicated upon any prior representations or agreements
whether oral or written. It is further agreed that no modification, amendment or alteration in the
terms or conditions contained herein shall be effective unless contained in a written document
executed with the same formality and of equal dignity herewith.
ARTICLE 16. NOTICE
16.1 All written notices given to City by Consultant shall be addressed to:
City Manager
c/o Christina Cuervo, Assistant City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copy to:
Joyce Meyers, Project Coordinator
Planning Department
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
and
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
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All written notices given to the Consultant from the City shall be addressed to:
John Bosio, Associate Principal
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
The Widener Building, Mezzanine
One South Penn Square
Philadelphia PA 19107-3502
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified
mail, return receipt requested.
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in
their names by their duly authorized officers and principals, attested by their respective witnesses and
City Clerk on the day and year first hereinabove written.
Attest
CITY CLERK
CITY OF MIAMI BEACH
Witness
Print Name
Witness
CONSULTANT
Signature
F, 60,,0
Print Name a~n~l'Title
Signature
Print Name
Signature
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SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
SCOPE OF SERVICES
The City of Miami Beach Wayfinding and Signage Program will be designed to project a consistent
image for the city; ease vehicular congestion; promote walking and mass transit and be sustainable as
well as expandable. The sign program will direct visitors to districts, destinations, parking facilities
and local neighborhoods.
PROJECT BOUNDARIES
Vehicular System - City of Miami Beach city limits (including State and County Roadways)
Pedestrian System - City of Miami Beach city limits (as required) with a specific concentration in
the South Beach District.
SIGN TYPES
The design of following sign types shall be included: 1. City entrances (3)
2. District gateway signs for major business and cultural districts
3. District directional signs that include information leading to municipal garage and lots
4. Destination Directional signs that direct visitors to cultural attractions, public beaches,
shopping districts and major government buildings
5. Trailblazer directional signs
6. Pedestrian wayfinding maps and signs
7. Pedestrian/bicycle trail signs
8. Arrival signs marking the entrance to parking facilities and major cultural institutions
9. Street name signs for arterial streets and neighborhood residential streets
10. Consistent City map for handouts in parking facilities, kiosks and attractions.
CONSTRUCTION COST BUDGET
The City of Miami Beach has identified $750,000 for the "Construction Cost Budget" as defined
herein.
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PHASE ONE - PLANNING SERVICES (WAYFINDING AND SIGNAGE MASTER PLAN)
Step 1 Strategic Implementation Plan - Not included in this Agreement
The City of Miami Beach has previously completed this step, and will provide a Strategic
Implementation Plan to the Consultant.
Step 2 Wayfinding Analysis
(a) Kick Off meeting with Steering Committee and Stakeholder group. This may include State,
County and City representatives, as well as representatives from each destination and other
community leaders.
(b) Tour and photograph city.
(c) Review existing planning work accomplished to date.
(d) Identify city gateways, districts, primary routes, major areas, points of interest and destinations
(cultural, business, shopping, education, parking, recreation, etc).
(e) Hold working meetings with the Steering Committee, Stakeholders and the community to review
program criteria: primary and secondary routes, circulation, State & County roadways, assigned
speed limits, parking lots, pedestrian requirements, districts/zones, transition points, decision
points, information hierarchy, general menu of sign types, temdnology/nomenclature, audience
considerations, daytime vs. evening travel, design criteria, image, marketing goals, functional
requirements, flexibility, vandal resistance and maintenance. This task will include a maximum
of 2 all-day working sessions with Stakeholders (small groups @ 1 hour).
(f) Meet with FDOT and Miami-Dade County Public Works to review wayfinding concepts and
philosophy. Confirm traffic engineering and design criteria.
(g) Identify a preliminary budget based on infmmation gathered to date and estimated number of
signs required.
(h) Present preliminary findings and recommendations based on analysis and Stakeholder comments
and recommendations. This task will include one presentation to a combined meeting of the
Steering Committee and Stakeholder group.
(i) Incorporate Steering Committee decisions and recommendations into the analysis.
Step 2 deliverable: Based upon the wayfinding analysis, Consultant will provide an outline of
existing conditions and make recommendations in the form of a report. The report will address
vehicular and pedestrian signage guidelines. This report will establish the criteria upon which the
sign system will be based. (10 color copies and 1 original)
Hillier Agreement - Citywide Wayfinding Signage System 25
Draft 06/06/03
Timeframe: 6 weeks from Notice to Proceed.
Travel: See attached chart for number of trips, personnel and tasks
Step 3 Programming
(a) Prepare preliminary sign location plans, typical messages and general sign types. The following
sign types shall be programmed: City Entrances, District Gateways, District Directional,
Destination Directional, Trailblazers (Highway), Pedestrian Directional Signs, Pedestrian Maps
and Destination Arrival.
(b) Site check (drive-by) locations for appropriateness, available space, and general environment
conditions.
(c) Present a preliminary message schedule and sign location plan for review by the Steering
Committee and Stakeholders. The preliminary submittal includes a maximum of 2-3 all day
working sessions by the Consultant with Stakeholders (small groups @ 1 hour).
(d) Submit a revised message schedule and sign location plan for review and approval by the
Steering Committee and Stakeholders (Secondary submittal).
(e) Submit revised sign location plans to permitting agencies, including FDOT, Miami-Dade County
Public Works and City of Miami Beach.
(f) Review in the field all locations with permitting agencies, including FDOT, Miami-Dade County
Public Works and City of Miami Beach.
(g) Final submittal - revise message schedule and sign location plan for review and approval by
pemdtting agencies, including FDOT, Miami-Dade County Public Works and City of Miami
Beach.
The Secondary and Final programming reviews will be conducted by the City staff. The City staff
will take an active role with the primary and secondary Stakeholders. The City shall meet with and
coordinate the message schedule review with each of the Stakeholders during the Secondary and
Final review and approval processes. The consultant will provide necessary sign location plans and
message schedule for review and approval by the Stakeholders. (3 copies and 1 original). The
Consultant shall make revisions and provide submittals based on the quantity identified in this Scope
of Work (Submittals: Quantity 3).
Step 3 deliverable: Based on working meetings and project reviews, a sign location plan and
message schedule will be developed and submitted for final approval. This will include general sign
locations, messages/temfinology and required sign types. (10 B/W sets and 1 original)
Hillier Agt~eraent - Citywide Wayfinding Signage System 26
Dr~ 06/06/03
Timeframe: On-Going (Final Submission shall be completed during Step 6 Documentation)
Travel: See attached chart for number of trips, personnel and tasks
Step 4 Schematic Design
(a) Research information, data, imagery and history of City of Miami Beach, needed to formulate
concepts.
(b) Conduct an Identity Workshop with Steering Committee and selected Stakeholders to brainstorm
and receive design direction for the sign program. This will include a "taste test" of colors,
typography, architecture, similar sign programs, images, historical references and other elements
that may help to formulate the design concepts (2 - 3 hours).
(c) Prepare preliminary sign design (2 - 3 options) based on a limited number of sign types.
(d) Prepare preliminary Map design.
(e) Prepare preliminary budget for fabrication and installation of the signage system.
(f) Present the schematic design options for the proposed signage system. This will include typical
sign types and systems, location, size, shape and colors, as well as preliminary Map design and
preliminary budget for fabrication and installation of the signage system. A maximum of 4
formal presentations (Steering Committee, 1 Public Open House, combined Design Review !
Historic Preservation Boards, City C0mmision)
Step 4 deliverable: Schematic design options package (10 color copies + 1 original)
Timeframe: 6 weeks from acceptance of Step 2 Submittal
Travel: See attached chart for number of trips, personnel and tasks
Step 5 - Design Development
(a) Refine or revise selected Schematic Design option.
(b) Finalize functional aspects of program, size, materials, contrasts, nomenclature, typography,
symbols, hardware, architectural elements, placement, construction details, mounting methods
and installation.
(c) Prepare models, full size mock-ups, sample materials, colors, photo renderings and field testing.
Hillier Agreement - Citywide Wayfinding $ignage System 27
Draft 06/06/03
(d) Develop first draft of Graphic Sign Standards Manuals, including format, program description,
inclusion criteria, graphic standards, sign type drawings and general specifications.
(e) Coordinate with other consultants, landscape design, lighting, traffic, structural and civil
engineering.
(f) Submit "design development" drawings to fabricators for preliminary pricing and
constructability reviews. Value engineer if necessary.
(g) Review Prototype sign in the field. Consultant will be responsible for the coordination of
fabrication and installation of the prototype by an outside fabricator and will be reimbursed for
the cost of constructing the prototype sign
(h) Receive preliminary cost estimates from fabricators.
(i)
Present Design Development drawings for final review and approval. The Consultant will
conduct a maximum of 4 fotttlal presentations (Steering Committee, Community Open House,
Design Review/Historic Preservation Board and City Commission).
Step 5 deliverable: Design Development package, which will provide general info,nation regarding
material, color, finish, typography installation and sign size. (10 B/W copies, 1 color copy and 1
original)
Timeframe: 8 weeks from acceptance of Step 4 deliverable
Travel: See attached chart for number of trips, personnel and tasks
PHASE TWO - FINAL DESIGN AND BID DOCUMENTS
Step 6 Documentation
(a) Prepare documentation drawings for all sign types, including final design, fabrication,
construction details and installation methods.
(b) Prepare final sign location plans (route planning) as described in Step 3.
(c) Prepare final cost estimate based on final design and sign counts.
(d) Outline preliminary permit approval process.
(e) Complete the Graphic Sign Standards Manual. Incorporate chapters to be provided by the City,
including Introduction, Administration and Management Responsibilities, Maintenance
Procedures, Financing Strategies, and Policies and Procedures. Finalize the design intent
drawings indicating, material specifications for all sign types, illustrating size, typefaces, graphic
HiRier Agreement - CRywide Wayfinding Signage System 28
Draft 06106/03
elements, pictograms, letter spacing, materials, finishes, construction details, installation
methods, colors and locations.
(f) Prepare Technical Specifications describing materials, products, submittals, coordination,
execution, quality assurance, installation, etc.
Step 6 deliverable: Complete set of reproducible bid documents, including Graphic Standards
Manual, Sign Location Plans and Message Schedule. The Graphics Sign Standards Manual will
provide the City of Miami Beach an "off the shelf' guide to implementing a consistent sign program
throughout the City Limits. (3 color copies and 1 original copy) This phase will include a field
survey (3 day maximum).
Timeframe: 8 weeks from acceptance of Step 5 deliverable
Travel: See attached chart for number of trips, personnel and tasks
PHASE THREE - BIDDING AND AWARD SERVICES
Step 7 Bid Analysis
(a) Prepare minimum requirements for qualification of bidders.
(b) Provide a list of fabricators.
(c) Attendance at a Pre-Bid Meeting is not included as Basic Services. ff requested by the City, this
will be considered an Additional Service
(d) Provide clarification or addendum to bidders.
(e) Review bids and provide recommendations as to the lowest and best bidder to perform the
fabrication and construction work.
PHASE FOUR - CONSTRUCTION PHASE SERVICES
Step 8 Construction Administration (based on 24-week construction timeframe)
(a) Review shop drawings & samples prior to fabrication.
(b) Confer with fabricators.
(c) Attend weekly construction meetings. (EDAW - 9 meetings @ 3 hours / Hillier 1 trip x 3 days)
(d) Review locations of signs in the field. (EDAW - 60 hours / Hillier 1 trip x 2 days each)
Hillier Agreement - Citywide Wayfinding Signage System 29
Draft 06/06/03
(e) Review of the installation. (Hillier / 1 trip x 2 days)
(f) Upon substantial completion of the signage, prepare a punch-list (on-site) of all items that must
be completed and/or corrected prior to final acceptance by the City of Miami Beach.
Step 8 deliverable: Punch-list Document.
ADDITIONAL COMMENTS
Digital copies of all deliverables will be made available in .PDF format. The documents will be
created with the following programs, digital flies will be made available.
Sign Drawings:
Standards Manual:
Map Artwork
Message Schedule
Sign Location Plans
Specifications
Punch list
Adobe Illustrator*
QuarkExpress*
Adobe Illustrator*
FileMaker Pro* or MicroSoft Excel
Microstation (Windows platform)
Microsoft Word
Microsoft Word
* Macintosh - all of these programs have Windows equivalents and can be utilized by both
platforms
Hillier Agreement - Citywide Wayfmding Signage System 30
Schedule "A" Scope of Services (continued)
Travel Chart
Hillier Agreement - Citywide Wayfinding Signage System
Draft 06/06/03
SCHEDULE B
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
CONSULTANT COMPENSATION
PHASE ONE - PLANNING SERVICES
Step 1 Strategic Implementation Plan (not in this Agreement)
Step 2 Wayfinding Analysis
Step 3 Programming
Step 4 Schematic Design (3 options)
Step 5 Design Development
Orientation Map Design
PHASE TWO - FINAL DESIGN AND BID DOCUMENTS
Step 6 Documentation / Standards Manual
PHASE THREE - BIDDING AND AWARD SERVICES
Step 7 Bid Analysis
PHASE FOUR - CONSTRUCTION PHASE SERVICES
Step 8 Construction Administration
LUMP SUM FEE
Draft0~0~03
$0
$ 23,588
$ 37,210
$ 23,103
$ 28,423
$10,200
$ 29,776
$1,000
$ 32,470
$185,770
Hillier Agreement - Citywide Wayfinding Signage System 32
Schedule B (continued)
Estimated Reimbursable Expenses by Hillier
DESCRIPTION
COST QTY TOTAL
Draft 06/06/03
Travel (Phil-Miami) *
Auto Rental - daily rate
Hotel
Meals
Airport Parking
Mileage - Local Travel
Telephone and Faxes
FedEx
Reproduction - General Copies
Report Production (25 pgs x 10 sets)
PHASE 1 TOTAL
$725 8 $5,800
$42 24 $1,008
$150 16 $2,400
$25 24 $600
$7 24 $168
0.365 150 $55
$1 50 $50
$15 10 $150
$1 150 $150
$2 250 $375
$1o,756
Travel (Phil-Miami) *
Auto Rental
Hotel
Meals
Airport Parking
Mileage - Local Travel
Telephone and Faxes
FedEx
Reproduction - General Copies
Design Book Production (25 pgs x 10
sets)
PHASE 2 TOTAL
$725 0 $0
$42 0 $0
$150 0 $0
$25 0 $0
$7 0 $0
0.365 150 $55
$1 50 $50
$15 10 $150
$1 200 $200
$2 250 $375
$830
Travel (Phil-Miami) *
Auto Rental
Hotel
Meals
Airport Parking
Mileage - Local Travel
Telephone and Faxes
FedEx
Reproduction - General Copies
Specifications Production (150 pg x 3
sets)
PHASE 3 TOTAL
$725 0 $0
$42 0 $0
$150 0 $0
$25 0 $0
$7 0 $0
0.365 0 $0
$I 10 $~0
$15 3 $45
$1 25 $25
$2 450 $675
$755
Hillier Agreement - Citywide Wayfinding Signage System 33
Schedule B (continued)
Estimated Reimbursable Expenses by Hillier
DESCRIPTION
COST QTY TOTAL
Travel (Phil-Miami)*
Auto Rental
Hotel
Meals
Airport Parking
Mileage - Local Travel
Telephone and Faxes
FedEx
Reproduction - General Copies
Shop Drawing Reviews / Copies
PHASE 4 TOTAL
$725 3 $2,175
$42 9 $378
$150 6 $900
$25 9 $225
$7 9 $63
0.365 200 $73
$1 50 $50
$15 5 $75
$1 50 $50
$1 75 $75
$4,064
Sign Prototype Production
$6,000 1 $6,000
PROJECT TOTAL REIMBURSABLES
$22,405
* Airfare varies, this represents a Coach Airfare
on US AIR - this is a high ticket price
Hillier Agreement - Citywide Wayfmding Signage System 34
SCHEDULE C
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
Dr~fft 06/06/03
HOURLY BILLING RATE SCHEDULE
Classification
Hourly Billing Rate
Project Director
$165.00 per hour
Project Manager
$130.00perhour
Sr. Engineer / Architect
$125.00 per hour
Engineer / Architect
$112.00 perhour
Staff Engineer
$85.00perhour
Designer
$72.00per hour
Drafter
$58.00 per hour
Clerical
$51.00 perhour
Hillier Agreement - Citywide Wayfinding Signage System 35
SCHEDULE D
PROFESSIONAL SERVICES AGREEMENT BETWEEN
THE CITY OF MIAMI BEACH AND
HILLIER GROUP ARCHITECTURE, NEW JERSEY, INC.
Draft06/0&03
PROJECT SCHEDULE
Task Description:
Calendar Days
PHASE ONE - Planning Services
Step 1
Step 2
Step 3
Step 4
Step 5
Strategic Implementation Plan (to be provided by City)
Wayfinding Analysis
Programming
Schematic Design
Design Development
1 week from NTP
6 weeks from Phase One NTP
On-Going
(Final Submission shall be completed during Step 6)
6 weeks from acceptance of Step 2 deliverable
8 weeks from acceptance of Step 4 deliverable
PHASE TWO - Final Design and Bid Documents
Step 6 Documentation 8 weeks from acceptance of Step 5 deliverable
PHASE THREE - Bidding and Award Services
Step 7 Bid Analysis
to be determined by City
PHASE FOUR - Construction Phase Services
Step 8 Construction Administration
24 weeks from award of Bid
Timeframes are based on the expedient receipt of information, drawings, decisions and approvals
necessary for the designer to proceed with individual tasks and phases as outlined within our scope
of services. Schedules will be adjusted proportionally based on the delay of approvals or receipt of
information.
Hillier Agreement - Citywide Wayrmding Signage System 36