RESOLUTION 90-19988 RESOLUTION NO. 90-19988
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT
WITH NORMAN M. GILLER & ASSOCIATES, INC. , FOR
PROFESSIONAL ARCHITECTURAL, ENGINEERING, AND
LAND SURVEYING SERVICES FOR VARIOUS CITY
CAPITAL PROJECTS WHERE BASIC CONSTRUCTION DOES
NOT EXCEED $500,000.00 PER PROJECT FOR A TWO
(2) YEAR PERIOD.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH,
FLORIDA, THAT
WHEREAS, the City of Miami Beach ("City") issued a Request for
Letters of Interest (RFLI 72-89/91) for "Professional Architects,
Engineers and Land Surveyors for Various City Projects For a Two
(2) Year Contract Term For Capital Projects Where Basic
Construction Cost Does Not Exceed $500, 000. 00 Per Project" issued
by the City in contemplation of this Agreement; and
WHEREAS, Norman M. Giller & Associates, Inc. , ("Consultant")
submitted a proposal in response to City' s Request for Letters of
Interest; and
WHEREAS, the City and Consultant have negotiated an agreement,
and the agreement has been recommended by the City Manager and
approved as to form by the City Attorney.
NOW THEREFORE, BE IT DULY RESOLVED BY THE CITY COMMISSION OF
THE CITY OF MIAMI BEACH, that the Mayor and the City Clerk are
authorized to execute the Agreement attached hereto with Norman M.
Giller & Associates, Inc. , for Professional Architectural,
Engineering, and Land Surveying Services for Various City Capital
Projects where Basic Construction Cost does not exceed $500, 000. 00
Per Project for a two (2) year contract term.
PASSED AND ADOPTED THIS 23rd day of May , 1990.
,
MAYOR
ATTEST:
FORM APPROVED
CITY CLERK LEGAL DEPT.
By
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OFFICE OF THE CITY MANAGER CITY HALL
ROB W.PARKINS 1700 CONVENTION CENTER DRIVE
CITY MANAGER TELEPHONE: 673-7010
COMMISSION MEMORANDUM NO.26 - (?
DATE: May 23, 1990
TO: Mayor Alex D-.ud and
Members o he City Com ssio
•
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FROM: Rob W. Parki i
1460
City Manager
RESOLUTION AUTHORIZING THE MAYOR TO SIGN AGREEMENT ON RFLI
SUBJECT: 72-89/91 - PROFESSIONAL ARCHITECTURAL, ENGINEERING AND LAND
SURVEYING SERVICES FOR VARIOUS CITY PROJECTS BETWEEN NORMAN
M. GILLER & ASSOCIATES, INC. AND THE CITY OF MIAMI BEACH
BACKGROUND:
The City Commission on May 8, 1990 (Commission Memorandum 256-90)
rank ordered four firms and authorized the Administration to
negotiate a contract for approval of the Commission.
NEGOTIATED CONTRACT:
The contract requires that a Service Order (Schedule A) be completed
for each project authorized. Under this contract, based on hourly
rates that are established in Schedule B and Schedule C of the
contract.
The City Manager will authorize Projects where the fee is less than
$10, 000. 00 and the Commission shall approve all projects where the
fee exceeds $10, 000.
ADMINISTRATION RECOMMENDATION:
That the City Commission approve the attached Resolution authorizing
the Mayor and City Clerk to execute the Agreement.
RWP:EJD:ses
AGENDA _
ITEM _
DATE
AGREEMENT
BETWEEN
CITY OF MIAMI BEACH
AND
NORMAN M. GILLER & ASSOCIATES, INC. FOR
PROFESSIONAL ARCHITECTURAL, ENGINEERING, AND LAND SURVEYING
SERVICES FOR VARIOUS CITY CAPITAL PROJECTS WHERE BASIC
CONSTRUCTION COST DOES NOT EXCEED $500,000. 00 PER PROJECT
FOR A TWO (2) YEAR PERIOD
TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES . . 2
1. 1 CITY . . . . . . . . . . . . . . . . . . . . . . 2
1. 2 CITY COMMISSION . . . . . . . . . . . . . . . . 2
1. 3 CITY MANAGER . . . . . . . . . . . . . . . . . . 3
1. 4 PROPOSAL DOCUMENTS . . . . . . . . . . . . . . . 4
1. 5 CONSULTANT . . . . . . . . . . . . . . . . . . . 4
1. 6 BASIC SERVICES . . . . . . . . . . . . . . . . . 5
1. 7 THE PROJECT . . . . . . . . . . . . . . . . . . 5
1. 7 . 1 PROJECT COST. . . . . . . . . . . . . . 5
1. 7 .2 PROJECT SCOPE. . . . . . . . . . . . . . 6
1. 8 CONSTRUCTION COST BUDGgT . . . . . . . . . . . . 6
1. 9 FORCE MAJEURE . . . . . . . . . . . . . . . . . 7
1. 10 CONTRACTOR . . . . . . . . . . . . . . . . . . . 7
1. 11 CONTRACT FOR CONSTRUCTION . . . . . . . . . . . 7
1. 12 CONSTRUCTION DOCUMENTS . . . . . . . . . . . . . . 7
1. 13 CHANGE ORDER . . . . . . . . . . . . . . . . . . . 8
1. 14 ADDITIONAL SERVICES . . . . . . . . . . . . . . . 8
1. 15 WORK . . . . . . . . . . . . . . . . . . . . . . . 8
1. 16 BASE BID . . . . . . . . . . . . . . . . . . . . . 8
1. 17 SCHEDULES . . . . . . . . . . . . . . . . . . . . 8
1. 18 UPSET LIMIT. . . . . . . . . . . . . . . . . . . . . 9
ARTICLE 2 . CONSULTING'S SERVICES . . . . . . . . . . . . . . 9
2 . 1 GENERAL. . . . . . . . . . . . . . . . . . . . . . . 9
2 . 2_ BASIC SERVICES. . . . . . . . . . . . . . . . . . . .
2 . 3 DESIGN DEVELOPMENT PHASE. . . . . . . . . . . . . .
2 . 4 CONSTRUCTION DOCUMENTS PHASE . . . . . . . . . . 10
2 . 5 BIDDING OR NEGOTIATION PHASE . . . . . . . . . . 11
2 . 6 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT . . 11
2 . 7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES . . . 16
2 . 8 ADDITIONAL PROJECT REPRESENTATION. . . . . . . . . 16
2 . 9 ADDITIONAL SERVICES . . . . . . . . . . . . . . 16
2 . 10 TIME
19
ARTICLE 3 . THE CITY'S RESPONSIBILITIES 20
ARTICLE 4 . CONSTRUCTION COST . . , , , , , , , , , . . .
21
4 . 1 DEFINITION . . . , , , , , , . . . . . . . . . .
21
4 . 2 RESPONSIBILITY FOR CONSTRUCTION COST . . , , , ,
22
ARTICLE 5. DIRECT PERSONNEL EXPENSE . . . . . , , ,
• . 23
ARTICLE 6. REIMBURSABLE EXPENSES . , . , , , , , , , .
• 23
ARTICLE 7 . PAYMENTS TO THE CONSULTANT . . . . . . . . .
24
7 . 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES . . . .
24
7 . 2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES . . ,
24
7 . 3 PROJECT SUSPENSION OR TERMINATION . . . . . . . 25
ARTICLE 8 . CONSULTANT'S ACCOUNTING RECORDS . . . . . , , ,
25
ARTICLE 9 . OWNERSHIP AND USE OF DOCUMENTS . . . . . , ,
25
ARTICLE 10. TERMINATION OF AGREEMENT . . . . . . . . . .
26
10. 1 RIGHT TO TERMINATE. . . . . . . . . . . . . , 2 6
10. 3 TERMINATION FOR CAUSES. . . . . . . . . . . . 27
10. 4 TERMINATION FOR CONVENIENCE. . . . . . . . . . 27
NON-EXCLUSIVE PROVISIONS
10. 5 IMPLEMENTATION OF TERMINATION. . . . . . . . 28
10. 6 NON-SOLICITATION. . . . . . , , , , , , , , 2 8
ARTICLE 11. MISCELLANEOUS PROVISIONS . . . . . . . . . . , 28
ARTICLE 12 . EXTENT OF AGREEMENT . . . . . . . , , , , , , 29
ARTICLE 13 . BASIS OF COMPENSATION . . . . . . . . . . . . 3 0
13 . 1 GENERAL. . . . . . . . . . . . . . . . . . . . 3 0
13 . 2 COMPENSATION FOR SERVICES . . . . . . . . . . 3 0
ARTICLE 14 . INSURANCE . . . . , . . . . . . . . . . . . . 3 2
ARTICLE 15 . INDEMNIFICATION 32
ARTICLE 16. ADDITIONAL CONDITIONS . . . . . . . . . . . . 33
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
NORMAN M. GILLER & ASSOCIATES, INC.
PROFESSIONAL ARCHITECTURAL, ENGINEERING AND
LAND SURVEYING SERVICES
THIS CONTRACT made and entered into this day of
, 1990 by and between the CITY OF MIAMI BEACH, a
municipal corporation existing under the laws of the State of
Florida (hereinafter referred to as "City" or "°wnPr") , having its
principal offices at 1700 Convention Center Drive, Miami Beach,
Florida and Norman M. Giller and Associates, Inc. , a Florida
corporation, whose address is 975 Arthur Godfrey Road, Miami
Beach, Florida 33140 . (hereinafter referred to as ("Consultant") .
WITNESSET H:
WHEREAS, the City intends to build various capital projects
within the City of Miami Beach, for a Basic construction cost not
to exceed Five Hundred Thousand Dollars ($500, 000. 00) for each
project, and wishes to engage the Consultant for the various
projects at the agreed fees as set forth in this agreement; and
WHEREAS, the Consultant desires to contract with the City for
performance of architectural engineering and related professional
services relative to these projects as more particularly
hereinafter set forth, for studies, design, preparation of
Construction Documents and Construction Administration Services ,
all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the
mutual covenants and agreements herein contained, agree as follows :
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ARTICLE 1. DEFINITIONS DUTIES AND RESPONSIBILITIES
1. 1 CITY The "City" or "Owner" shall mean the City of Miami
Beach and is a Florida municipal corporation havingits principal
p ipal
offices at 1700 Convention Center Drive, Miami Beach, Florida
33139 . The City, as a governmental entity, is subject to
J the
availability of funds and appropriation of funds byits legislative
legislative
body and other governmental authorities or sources of revenue, in
an amount to allow continuation of its performance under this
Agreement. In the event of lack of funding for this agreement g or
this project, this Agreement may be terminated bythe
City pursuant
to the procedure set forth in Article 10.
1. 2 CITY COMMISSION
"City Commission" shall mean the governingand legislative
g ive
body of the City. The City Commission shall be the final authority
hority
to do or to approve the following actions or conduct bypassage p age o f
an enabling resolution or amendment to this Agreement.
1. 2 . 1 The City Commission shall be the body to consider,
comment upon, or approve of any amendments or modifications to this
Agreement.
1. 2 . 2 The City Commission shall be the body to consider,
comment upon, or approve any assignment, sale, transfer
or
subletting of this Agreement or anyinterest therein
and any
subcontracts made pursuant to this Agreement. Assignment gnment a nd
transfer shall be defined to include sale of the majority
of the
stock of a corporate Consultant.
1. 2 . 3 All City Commission approvals and authorizations
shall be expressed by passage of an appropriate enabling resolution
g
and, if an amendment, by the execution of an appropriate
amendment
to this Agreement.
1. 2 . 4 The City Manager shall review, approve, disapprove
or otherwise comment upon the Consultant's Design and Construction
on
Documents after they are submitted to the City by the Consultant.
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6
1. 2 . 5 The City Commission shall hear appeals from
pp the
administrative decision of the CityManager uponthe Consultant ' s
g onsultant s
written request, in which case the Commission' s decision shall be
final .
1. 2 . 6 The City Commission shall approve or consider all
change orders which exceed the sum of ten thousand dollars
( $10, 000. 00) (or other such amount as
may be specified by the City
of Miami Beach Purchasing Ordinance, as amended) .
1. 3 CITY MANAGER
The "City Manager" shall mean the chief administrative
officer of the City. The CityManager shall be
g construed to
include any duly authorized designees includingProject
a �ect
Coordinator and shall serve as the City's representative to whom
hom
administrative requests for approvals shall be made and who shall
issue authorizations (exclusive of those authorizations
reserved
to the Commission) to the Consultant. These authorizations shall
include, without limitation: reviewing, approving, or otherwise
commenting upon the schedules, plans, reports, estimates, contracts
racts
and other documents submitted to the City by the Consultant.
1. 3 . 1 The City Manager shall decide, in hisp rofessional
discretion, matters arising pursuant to this Agreement,g which are
not otherwise expressly provided for in this Agreement, and
g he
shall attempt to render administrative decisionsrom tl to avoid
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unreasonable delay in the progress of the Consultant' s work.
1. 3 . 2 The City Manager shall additionally be authorized but
not required at the request of the Consultant to reallocate monies
already budgeted towards payment of the Consultant, rovidin
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however, that he cannot increase the Consultant ' s compensation or
other budgets established by this Agreement. The City Manager,er, in
his administrative discretion, may consult with the CityCommission
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concerning disputes or matters arising under this Agreement
regardless of whether such matters or disputes are enumerated
herein.
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The City Manager shall additionallybe the sole representative presentative of
the City authorized to issue a notice toroceed as referenced ferenced in
Article 2 herein. The City Manager may consider, comment upon or
approve modifications in accordance with applicable laws
PP and
ordinances.
1. 3 . 3 The City Manager may approve change orders which
g do not
exceed the sum of ten thousand dollars ($10, 000. 00) other such
amount as may be specified by the City of Miami Beach Purchasing
rchasing
Ordinance, as amended) and which do not increase any of the budgets
established herein.
1. 3 . 4 The City Manager may, in his sole discretion,
form
a committee or committees, or inquire of or consult with t persons
for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities p ties under
this Agreement.
1. 4 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for letter
� of
intent, (RLI) No. 72-89/91 for "Professional Architects, Engineers
and Land Surveyor For Various City Projects For A Two (2)7 Year
Contract Term For Capital Projects Where Basic Construction Cost
Does Not Exceed $500, 000. 00 Per Project" issued bythe City y In
contemplation of this Agreement, together with all amendments
thereto, if any, and the Consultant's proposal in response thereto
p
( "Proposal") which are deemed as being incorporated byreference
in this Agreement and made a part hereof; provided,
however, that
in the event of an express conflict between the Proposal p 1 Documents
and this Agreement, this Agreement shallP revail.
1. 5 CONSULTANT
The "Consultant" is herein defined as Norman M. Giller
and
Associates, Inc. , a Florida corporation, whose address is
975
Arthur Godfrey Road, Miami Beach, Florida 33140.
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1. 5. 1 All architects required by the needs of this7
ro 'ect
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shall be duly licensed and admitted to practice architecture in
this state pursuant to Chapter 481, Florida Statutes, and
additionally possessing the requisite occupational licenses from
rom
the City and the County. All engineers required bythe needs
� of
this project shall be duly licensed and certified bythe
State of
Florida to engage in the practice of engineering in this
g g State.
All special inspectors, if any, required bythe needs of this
1
project shall be duly certified, licensed and registered g d under
Chapter 471, Florida Statutes, as an engineer, or under Chapter
p er
481, as an architect, and shall additionally possess the requisite
occupational license from the City and the County.
1. 5. 2 The Consultant shall be liable for the Consultant' s
services, responsibilities and liabilities under this Agreement and
the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the
direction or control of the Consultant. When the term "Consultant"
is used in this Agreement it shall be deemed to include
any
subconsultants and any other person or entity acting under the
direction or control of Consultant.
1. 6 BASIC SERVICES
"Basic Services" shall include the professional services of
normal architectural, structural, mechanical/electrical, civil
engineering, and land surveying services for the design,
g ,
preparation of contract documents and administration of the
Construction Contract for the projects hereunder.
1. 7 THE PROJECT(S)
Various City Capital Projects where basic construction cost
does not exceed $500, 000. 00 per project as assigned bythe City
Y
Manager.
1. 7. 1 Project(s) Cost
Construction Cost for each project is not to exceed Five
Hundred Thousand ($500, 000. 00) Dollars. Each project will require
Statements of Probable Cost prior to bidding.
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Should construction proposals exceed Final Probable Cost
�tatements by more than 15%, the Consultant shallp erform all
:-modifications to plans and specifications at no cost to the '
City
for reissuance of the bid proposal.
The "Project(s) Cost", as established by the Owner, shall
mean
the total cost of the project to the owner which represents
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construction costs, professional compensation, land costs
if any,
financing costs, materials testing services, surveys,
and other
miscellaneous Owner costs.
1. 7 . 2 Project(s) Scope
The Owner shall 'establ ish the Scope of Work for each
project
and all modifications thereto in writing, and provide same to the
Consultant prior to the start of the work.
1. 8 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for thesero 'ects shall mean
7
a sum which will not exceed the amount of Five Hundred Thousand
Dollars ($500, 000. 00) and is the total cost to the Owner of all
elements of the Project designed or specified bythe Consultant
and
approved by the Owner, 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,
g p fled,
selected or specifically provided for bythe Consultant
and
approved by the City, and including a contingency allowance for
unforeseen conditions but not to exceed ten percent (10%) of the
Construction Cost but not includingthe compensation P on of the
Consultant and the Consultant's consultants, rights-of-way, the
cost of land, materials testing services, and surveys.
1. 8 . 1 The Construction Cost Budget, as established by the
Owner, shall not be exceeded absent fully justifiable and
extraordinary and unforseen circumstances, such as force ma '7 eure
which is beyond the control of the parties and which in any event
n
shall be subject to prior City Commission and/or City Manager
er
-6-
approval by passage of an enabling resolution and amendments to
the appropriate agreements relative to theses ro 'ect
p � ( ) prior to
any modification of the construction costs due to forcemajeure.
mai eure.
Provided further, however, that even in the event of a force
majeure as defined below, the Cityshall have •
no obligation to
exceed the Construction Cost Budget limitations established
herein.
1. 9 FORCE MAJEURE
"Force Majeure" shall mean anydelayoccasioned superior
by superior
or irresistible force occasioned byviolence inwithout nature without the
interference of human agency such as hurricanes, tornados, flood
and total loss caused by fire and other similarunavoidable
unavoidable
casualties, changes in federal, state or local laws, ordinances,
codes or regulations, enacted after the date of this Agreement g nt and
having a substantial impact on thero 'ect or other� causes beyond
the Consultant 's control or by anyother such causeswhich which the
Consultant and the City Commission decide in writing the
delay. Provided, however, that market conditions, laborconditions,
conditions,
construction industry price trends and similar matterswhich
which
normally impact on the bidding process shall not be considered a
Force Majeure.
1. 10 CONTRACTOR
"Contractor" or "Contractors" shall mean those
persons or
entities responsible for performingthe construction ruction work or
providing the materials, supplies and equipment identified in n the
bid and contract documents for the7
ro 'ect.
p
1. 11 CONTRACT FOR CONSTRUCTION
"Contracts for Construction" shall mean contracts
with
contractors.
1. 12 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final
plans,
specifications, drawings, documents and diagrams submitted 9 matted by the
Consultant pursuant to Article 2. 4 and approved bythe City.y.
•
1. 13 CHANGE ORDER
"Change order" shall mean the written order to the Project
Manager approved by the owner as specified in this contract and
signed by the Owner's duly authorized representative, authorizing
a change in the project or the method and manner of performance
thereof or an adjustment in the fees or completion dates, as
applicable. Change orders shall only be approved by the City
Commission, if they exceed ten thousand dollars
or the
($10, 000. 00)
City Manager if they are ten thousand dollars10
C$ 000. 00) or less
in amount (or other such amount as maybe specified bythe Cityof
p
Miami Beach Purchasing Ordinance, as amended) . Even for change
g
orders for less than ten thousand ($10, 000 . 00) the City Manager
shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such change order.
1. 14 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in
Section 2 . 9 herein, which have been duly authorized in writing by
the City Manager.
1. 15 WORK
"Work" shall mean all of the work to be performed on the
project pursuant to the contract documents and the construction and
bid documents.
1. 16 BASE BID
"Base Bid" shall mean the elements contained in the
Construction Documents recommended by the Consultant and approved
by the Owner 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. 17 SCHEDULES
"Schedules" shall mean the various schedules attached to this
Agreement and referred to in the Agreement, and are as follows:
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Schedule A -- Service Order Form
Schedule B -- The schedule of hourly rates of compensation for
the Consultant for Basic and Additional services, as submitted by
the Consultant and approved by the City.
Schedule C -- The schedule of hourly rates of compensation
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for the Consultant's sub-consultants for Basic and Additional
services as submitted by the Consultant and approved byCity.
the City.
Amendments to any City approved hourly rates schedule shall require
quire
the same formalities as amendments to the contract itself.
1. 18 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the
maximum Cumulative fee allowable under the Service Order for fees
billed in accordance with Schedules B and C, which the Consultant
shall not exceed without specific written authorization. The Upset
Limit is not a guaranteed maximum cost for the Scope of Work set
forth in the Service .Order.
ARTICLE 2 . BASIC SERVICES
2 . 1 The Consultant shall provide Basic Service and/or
Additional Services for various projects. The work for each
project will be performed by the Consultant upon receipt of a
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written "Service Order" issued by the City Manager. The Service
Order shall contain a description of the work required ( pSco" a of
Work") , contain either an agreed lump sum fee or an hourly fee as
provided in Schedules B and C with an Upset Limit for the work,
reimbursable expenses, the Construction Budget for the Project a
description of the type of services and be in a form similar to
Schedule A- Service Order attached hereto, Consultant shall
countersign the Service Order.
2 . 2 The Consultant's Basic Services shall consist of the four
phases described in Paragraphs 2. 3 through 2. 6 and include normal
architectural, structural, civil, and mechanical electrical
engineering services.
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2 . 3 DESIGN PHASE
2 . 3 . 1 The Consultant shall review with the City, (including
if requested by the City Manager, a committee or committees)
alternative approaches to design and construction of the Project.
2 . 3 . 2 Based on the mutually accepted program and Project
budget requirements, the Consultant shall prepare, for approval by
the Owner, Design Documents consisting of drawings and other
documents appropriate for the Project, and shall submit to the
Owner a Statement of Probable Construction Cost.
2 . 4 CONSTRUCTION DOCUMENTS PHASE
2 . 4 . 1 Based on the approved design documents, the
Consultant shall prepare, for approval.. by the City, (3) copies of
the construction documents. One of these copies shall be in the
form of a reproducible mylar, for bidding purposes. Consultant
shall also file with the Coordinator at said time, the following
items: (a) four (4) copies of the Statement of Probable
Construction Cost, (b) four (4) unbound copies of advertisement for
bids, (c) four (4) unbound copies of the bid proposals, and (d)
final maintenance impact report. Consultant shall also provide
City with one (1) additional set of construction documents at
approximately eighty percent (80%) completion approximately thirty
(30) days prior to the date for delivery of the three (3) copies
of 100% complete construction documents for review by and comment
by City' s Building Department. Should additional sets be required,
Consultant will be reimbursed for the actual cost of reproduction,
upon approval in advance by the City.
2 . 4 . 2 Construction documents will be prepared, signed and
sealed by design professionals. The Construction documents shall
call for a construction period as approved by the City Manager. The
entire project will be publicly bid with a Base Bid and such
Additive Alternates and/or Deductive Alternates as may be requested
by City, to reasonable insure that the award will be within the
Construction Cost Budget.
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The Construction Documents shall set forth in detail the
requirements for construction of thero 'ect including J all the
contractual, code (laws, rules and regulations) ,g ) , and technical
specifications and requirements under which the work is to be
conducted.
All prerequisites for approvals andermits shall 1.1 be met.
Prior to advertisement for bids Consultant shallassist assist the City
in obtaining all necessary local, state and federal permits as may
be required for construction of theJ
ro 'ect.
p
2 .4 . 3 The Consultants expressly agree that all
g of their
duties, services and responsibilities under this
contract and all
of their consultant's duties, services and responsibilities P ties shall
be performed in accordance with the standard of care
normally
exercised in the design ofro 'ects of this
P J nature in South
Florida.
2 . 5 BIDDING OR NEGOTIATION PHASE
2 . 5. 1 The Consultant, following the City's s a roval
Y pp of the
Construction Documents and of the latest Statement
of Probable
Construction Cost, shall assist the City in obtaining lump sum bids
with the Additional and/or Deductive Alternatives
and assist in
awarding and preparing the contract for construction.
2 . 5. 2 Consultant shall be required to tabulatebids.
all
Within three (3) working days thereafter, the
YConsultant shat. ;
submit in writing to the City's ProjectCoordinator, their
recommendations for the award of the construction contract,
together with two (2) sets of the bid tabulations to
be reviewed
by the City.
2 . 6 CONSTRUCTION PHASE CONSTRUCTION OBSERVATION
AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2 . 6. 1 The Construction Phase will commence with the award
of the Contract for Construction and together with ith the
Consultant ' s obligation to provide Basic Services for each project
-11-
under this Agreement, will terminate when final payment to the
Contractor is due, or in the absence of a final Certificate for
Payment or of such due date, (6 0) sixty days after the Date of
Substantial Completion of the Work or sixty (60) days after the
completion date specified in the contract for construction at the
time of the award, whichever occurs last. The City' s Construction
Coordinator will be the City's representative on the construction
site. The presence of this coordinator in no way diminishes any
of the Consultant's duties and obligations as described in these
terms and conditions. All changes which would result in an
increase of compensation to the Consultant must be approved by the
city Commission or City Manager by passage of a resolution. City's
construction Coordinator shall be considered to be on the site for
the benefit and protection of the City, and Consultant shall have
no right to rely on the Construction Coordinator for assurances or
advice regarding work which is the responsibility of the
Consultant. The Consultant and the City' s Construction Coordinator
will hold regular site meetings on at least twice a month basis
between themselves, the contractor and the various subcontractors
as is appropriate.
2 . 6.2 The Architect shall provide administration of the
construction contract as set forth herein in the general or
supplemental conditions of the contract for construction, and the
Architect' s assignedauthority thereunder shall not be modified
without the Consultant's written consent.
2 . 6. 3 The Consultant shall advise and consult with the
City, and keep it informed of the progress of the work, including
percentage completed on a monthly basis, during the Construction
phase. After issuance of the work order to proceed with the
work, all of the City's instructions to its contractors shall be
issued through the Consultant' s representative with approval by
the City.
-12-
2 . 6. 4 The Consultant shall visit the site at periodic
intervals appropriate to the stage of construction or as is
otherwise requested by the City to become familiar with the
progress and quality of the work and to determine if the work is
proceeding in accordance with the contract documents. The
Consultant shall not be obligated to make continuous or exhaustive
on-site inspections to check quality and quantity of the work. On
the basis of such on-site inspections, the Consultant shall keep
the City informed of the progress and quality of the work and shall
endeavor to guard the City against defects, deficiencies in the
work of the Contractor.
2 . 6. 5 The Consultant shall not have control of or be in
charge of and shall not be responsible for construction means,
methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts
or omissions of the Contractor, Sub-contractors or any other
persons performing any of the work or for failure of any of them
to carry out the work in accordance with the contract documents.
2 . 6. 6 The Consultant shall at all times have access to the
work wherever it is in preparation or progress.
2 . 6. 7 The Consultant shall determine the amounts owing to
the Contractor based on observations at the site and on evaluations
of the Contractor's applications for payment and shall issue
certificates for payment in such amounts, as provided in the
contract documents, subject to City's approval.
2 . 6. 8 The issuance of a certificate for payment shall
constitute a representation by the Consultant to the City, based
on the Consultant's observations at the site as provided in
Subparagraph 2 . 6. 4 and on the data comprising the Contractor' s
application for payment, that, to the best of the Consultant' s
knowledge, information and belief, the work has progressed to the
-13-
point indicated; that, based on the Consultant's observation of
the work, the quality of the work is in accordance with the
contract documents (subject to an evaluation of the work for
conformance with the contract documents upon substantial
completion, to the results of any subsequent tests required by or
performed under the contract documents, to minor deviations from
the contract documents correctable prior to completion, and to any
specific qualifications stated in the certificate for payment) and
that the Contractor is entitled to payment in the amount certified.
However, the issuance of a certificate for payment shall not be a
representation that the Consultant has made any examination to
ascertain how and for what purpose the Contractor has used the
monies paid on account of the contract sum.
2 . 6. 9 The Consultant shall be the interpreter of the
requirements of the contract documents and the judge of the
performance thereunder by both the City and the contractor. The
Consultant shall render interpretations necessary for the proper
execution of the progress of the work with reasonable promptness
on written decisions, within twenty (20) days on all claims,
disputes and other matters in question between the City and the
Contractor relating to the execution or progress of the work or the
interpretation of the contract documents. All actions required by
Consultant under this Paragraph shall be taken expeditiously.
2 . 6. 10 Interpretations and decisions of the Consultant
shall be consistent with the intent of and reasonable inferable
from the contract documents and shall be in written or graphic
form.
2 . 6. 11 The Consultant 's decisions in matters relating to
artistic effect shall be final if consistent with the intent of the
contract documents.
2 . 6. 12 The Consultant shall have authority to reject work
which does not conform to the contract documents.
-14-
Subject to the City' s approval, the Consultant will authority
have authority
to require special inspection or testingof the work when
it is
necessary or advisable (in the Consultant's opinion) for the
implementation of the intent of the Contract Documents whether or
not such work be then fabricated, installed or completed.
2 . 6. 13 The Consultant shall review and approve or take
ke
other appropriate action upon the Contractor's submittals
such as
Shop Drawings, Product Data, and Samples and other submissions Ions of
the Contractor for conformance only with the design concept pt of the
work and with the information give in the contract documents.
Such
action shall be taken with reasonablerom tness so as
p p to cause no
delay. The Consultant's approval of a specific item shall not
indicate approval of an assembly of which the item is a component.
p nt.
2 . 6. 14 The Consultant shall prepare change orders for the
City' s approval and execution in accordance with the
contract
documents, and shall have authority to order minor changes in the
he
work not involving an adjustment in the contract sum or an
extension of the contract time which are not inconsistent with the
intent of the contract documents.
2 . 6. 15 The extent of the duties, responsibilities and
limitations of authority of the Consultant as the City' s
representative during the constructionhase shall not be modified
ied
or extended without written consent of the City Manager,er, the
Contractor and the Architect.
2 . 6. 16 The City shall furnish, in a timely manner,
structural, mechanical, chemical and other laboratory tests,
inspections and reports as required bylaw or the contract
documents for design.
2 . 6. 17 The Consultant shall prepare a set of reproducible
record drawings showing the complete project as it is finally built
( ie, "as built" drawings) from information required to be provided
by the contractor(s).
-15-
These shall be similar in scale and scope to the contract ract drawings
but shall include all occurrences and instances where thefinished
f lnlshed
building differs from the contract drawings as
g a result of duly
approved changes made during the construction of the '
prod ect.
2. 6. 18 Consultant shall conduct inspections to determine
ne
the Dates of Substantial and Final Completion and
p shall issue a
certificate for final pa entb the
Ym . y Contractor under the Contract
Documents. The index and summary shall list each of the warranties,
arrantles,
indicating the term, conditions, and the
purported legal
enforcement and recourse rights of the Cityindicated as by the
language in the Warranty.
2 . 7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2 . 7. 1 Approval by the City shall not constitute nor
be
deemed a release of the responsibilityand liability lllty of the
Consultant, his employees, sub-contractors, agents and consultants
resultants
for the accuracy and competency of their designs, working g drawings,
specifications or other documents and works; nor
shall such
approval be deemed to be an assumption of such responsibility p ity by
the City for a defect or omission in designs, workingdrawings, and
specifications or other documents prepared by the Consultant, his
s
employees, sub-contractors, agents and consultants. However, the
Consultant shall be entitled to reply uponthe accuracy Y and
validity of decisions and information furnished by the City.
2 .8 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive
g xtenslve
representation at the site than is described in Paragraph
2 . 6 is
advisable, such additional project' representation shall p be provided
and paid for as an Additional Service.
2 . 9 ADDITIONAL + SERVICES
Unless specifically provided for in a Service Order, the
following services are not included in Basic Services. Any
additional service must be authorized in writing
by a City
-16-
Commission Resolution or by the City Manager in advance of its
ts
performance, and may be paid for as a multiple of directerso
p nal
expense, as hereinbefore provided. Additional services will
consist of the following services.
2 . 9 . 1 Providing services to investigate existing
ting
conditions or facilities or to make measured drawings g thereof, and
to verify the accuracy of drawings or other informationfurnished
furnished
by the City in the event of an inconsistency or omission in n the
drawings.
2 . 9. 2 Preparing plans and specifications for alternate,
separate or sequential bids or proposals, androvidin
p g extra
services in connection with bidding, or constructionrio
p r to the
completion of the Construction Documents Phase, when requested qu in
writing by the City. ;
2 . 9. 3 Making revisions in or addition to drawings,
g ,
specifications or other documents when such revisions oradditions
addltlons
are inconsistent with written approvals or instructions previously
previously
given, or are required by the enactment or revision
of codes, laws
or regulations subsequent to the preparation of such documents p t or
are due to other causes not solely within the control of the
Consultant.
2 . 9. 4 Making investigations, surveys, valuations,
inventories or detailed appraisals of existingfacilities, and
services required solely in connection with constructione
p rf ormed
by the City.
2 . 9. 5 Providing consultation concerning replacement of any
y
work damaged by fire or other cause during construction, and
furnishing services as may be required in connection with lth the
replacement of such work.
2 . 9 . 6 Providing services made necessary by the default of
the contractor, or by major defects or deficiencies in the work of
the Contractor, (provided Consultant promptly notified the City of
-17-
any such defects or deficiencies reasonably observed byConsultant)
)
or by failure of performance of either the City or Contractor under
the contract for construction.
2 . 9. 7 Providing basic services after issuance to the City
of the final certificate for payment, or in the absence of a final
certificate for payment, more than sixty (60) days after the date
e
of substantial completion of the work, or sixty (60) days after the
completion date set forth in the construction contract, whichever
is later.
2 . 9. 8 Preparing to serve or serving as an expert witness
in connection with any public hearing, arbitration proceeding or
legal proceeding.
2 . 9. 9 Preparing documents for change orders, or
supplemental work, or to accommodate field conditions initiated at
the City' s request and outside the scope of the work specified p p in
the construction documents, after commencement of the construction
phase.
2 . 9 . 10 Making revisions in Drawings, Specifications or
other documents when such revisions are inconsistent with written
approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to
the preparation of such documents. If changes are required to be
made because of error, oversight, inadvertence, clarification or
discrepancy in the work of the Consultant, City shall not be liable
to compensate Consultant for additional services in such
connection.
2 . 9 . 11 Providing consultation concerning replacement of a
new project or damage by fire or other cause during construction,
and furnishing professional services the type set forth herein as
may be required in connection with the replacement of such work.
2 . 9 . 12 Providing professional services made necessary by
the default of any contractor or sub-contractor in the performance
of the construction contract.
-18-
2 . 9 . 13 Providing contract administration services
during
the construction phase, should the construction contract time ract time and
working days be extended by more than tenercent
p (10%) through no
fault of the Consultant.
2 . 9. 14 Providing planning, ro rammin
P g g, program
investigating and evaluation services, economic •
studies,
feasibility studies, etc.
2 . 9. 15 Providing certified land surveys andsimilar
similar
information.
2. 9. 16 Providing such other professional services to the
City relative to these Projects which '
arise from subsequent
circumstances and causes (excludingi circumstances and causes
resulting from error, inadvertence or omission of the
Consultant)
which do not currently exist or which are not
contemplated by the
parties at the time executing this agreement. Services provided
ded
for by this subsection must be approved by a City Commission
ssion
Resolution or by the City Manager before such
g services are
rendered.
2 . 10 TIME
It is understood that time is of the essence in
the
completion of this project, and in this respect the
P parties agree
as follows:
2 . 10. 1 The Consultant shall perform Basic and Additional
Additional
Services as expeditiouslyisconsistent as 1 ent with the standard of
professional skill and care required bythis agreement g reem
ent and the
orderly progress of the work. The Consultant maysubmit mit to the
City adjustments to this schedule made necessary by undue time
taken by the City to approve the Consultant 's submissions, and/or
excessive time taken by the Cityto approvethe work or parts of
the work. The City shall not unreasonablyrefuse
to approve such
adjustment to the time schedule if the request is timely
made in a timely
manner and is fully justified.
_19_
This schedule, when approved by the City, shall not,
except for
reasonable cause, be exceeded by the Consultant.
2 . 10. 2 The parties agree that the Consultant' s services
during all phases of this project will beerformed in
P a manner
which shall conform with the approved schedule, as may be amended.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3 . 1 The City has provided Consultant with the goals
oals
and design elements as set forth in the RFLI and in Article
1. 7
herein, and shall provide consistent with the foregoing g ng described
goals such additional requirements for the Project as maybe
necessary, including space requirements and relationships,
p
flexibility and expendability, special equipment and s systems y ms and
the site requirements.
3 . 2 The City shall establish a Construction Cost Budget for
the Project, which may include contingencies for bidding, changes
ges
in the work during construction, and other costs which are the
responsibility of the City, including those described in this
Article 3 and in Subparagraph 4 . 1.2. The Cityshall, at the
request of the Consultant, provide a statement of funds available
for the Project, and their source.
3 . 3 The City Manager shall designate a representative
defined as the City's Project Coordinator authorized to act
in the
City' s behalf with respect to the Project. The City's 7 y Project
Coordinator shall examine the documents submitted bythe Consultant
ant
and shall transmit written decisions pertainingthereto
promptly,
to avoid unreasonable delay in thero ress of the Consultant ' s
p g t s
services. The City shall observe therocedure of issuing g orders
to its contractors only through Consultant.
3 . 4 In the City' s sole discretion, the City may furnish
legal, accounting and insurance counseling services as may be
-20-
required at any time for the Project, includingsuch auditing
g
services as the City may require to verify the contractor' s
applications for payment or to ascertain how or for whatur os
p p es
the Contractor uses the moneys paid by or on behalf of the City.
3 . 5 If the City observes or otherwise becomes aware of any
fault of defect in the Project or nonconformance with the contract
documents, prompt written notice thereof shall beiven bythe City
to the Consultant.
3 . 6 The City shall furnish required information
� and services
and render approvals and decisions in writing as expeditiously as
p y
necessary for the orderly progress of the Consultant's services and
of the Work. No approvals required by City during the various
phases of the Project shall be unreasonably delayed or withheld;
provided that City shall at all times have the pp
right to approve or
g
reject the proposed submission of Consultant on any reasonable
basis.
ARTICLE 4. CONSTRUCTION COST
4 . 1 DEFINITION
4. 1. 1 The Construction Cost shall be the total cost or
estimated cost to the City of all elements of the Project designed
g
or specified by the Consultant and approved by the City as more
completely defined in Article 1.9.
4 . 1. 2 Construction Cost does not include the compensation
of the Consultant and the Consultant' s consultants, the cost of the
land, rights-of-way, materials testing services, and surveys.
4 . 1. 3 For work not constructed, construction cost shall
be the same as the lowest bona fide bid or competitivero osal
p p
received and accepted from a responsible bidder orro oser for any
p
and all of such work;
_21_
4 . 1. 4 For work which bids or proposals have not been let,
construction cost shall be the same as the latest Statement of
Probable Construction Cost or detailed cost estimate.
4 . 2 RESPONSIBILITY FOR CONSTRUCTION COST
4 . 2. 1 If the bidding phase has not commenced within
three
months after the Consultant submits the construction documents to
the City, the Construction Cost Budget shall be adjusted j usted to reflect
any change in the general level ofprices in the construction
nstruction
industry between the date of submission of the construction
documents to the City and the date on whichro osals
p p are sought.
4 . 2 . 2 If the lowest bona fide base bid exceeds
the
Construction Cost Budget (adjusted as 'g provided in Subparagraph
4 . 2 . 2) by more than fifteen percent (15%) , the CityCommission
or
the City Manager shall in its sole discretion, have
any of the
following options: (1) give written approval of an increase a in the
Construction Cost Budget, (2) reject all bids orro 0
p p sals,
authorize rebidding, or (if •permissible) authorize a renegotiation
of the Project within a reasonable time, (3) abandon the 'project
and terminate Consultant Services for the Project' covered
by the
Service Order (4) select as many deductive alternatives
as may
be necessary to bring the award within the construction cost
budget, or (5) cooperate with the Consultant in reducing the
project scope and quality and construction schedule and
sequence
of work as required to reduce the construction cost. In the event
the City elects to reduce the Project scope and
7 p quality,
Consultant shall provide such revisions to the
construction
documents and provide rebidding services, as many times as
requested by City, as a Basic Service, with no additional cost to
the City in order to bring the bids within fifteen15%ercent
p (15%)
of Construction Cost Budget.
_22_
ARTICLE 5. DIRECT PERSONNEL EXPENSE
5. 1 For Additional Services rendered under this Agreement,
g ment,
the Consultant and its sub-consultants if an shall reimbursed
be reimbursed
on the basis of the hourly rates set forth in Schedules B and C.
ARTICLE 6. REIMBURSABLE EXPENSES
6. 1 Reimbursable expenses •
p es 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 ect for the listed
expenses listed
in the following subparagraphs.
All reimbursable expenses pursuant to this article,le, must be
authorized in advance by the City Manager or the City's Project
Coordinator. An allowance for reimbursable •
expenses is established
as a condition to this agreement. Invoices or
vouchers for
reimbursable expenses shall be submitted
along with supporting
receipts, and other back-up material reasonably requested by
City,
by the Consultant to the City, and Consultant shallcertify certify as to
each such invoice that the amounts and itemsclaimed claimed as
reimbursable are "true and correct and in •
accordance with the
Contract" . Expenses subject to reimbursement in '
accordance with
the above procedures are as follows:
6. 1. 1 Expense of data processing and photograph production
on
techniques.
6. 1. 2 If authorized in advance bythe City y Ma pager or the
City' s Project Coordinator, expense of overtime •
p lme work requiring
higher than regular rates not caused by Consultant or part of
Consultant ' s Basic Services, special consultingservices,Ices, 1 f any,
or other services.
6. 1. 3 Expense of any additional insurance coverage or
limits requested by the City in excess of the insurancerequirement
requirement
set forth in Article 14.
-23-
6. 1. 4 Expense of transportation in connection with the
Project; living expenses in connection with out-of-town travel ;
long distance communications; and fees paid for securing approval
of authorities having jurisdiction over the Project. Consultant
shall comply with the City' s standards for reimbursable travel
expenses. Travel within Dade County shall not be reimbursable.
6. 1. 5 Expense of reproduction, postage and
handling of
drawings, specifications and other documents, excluding
reproductions for the office use of the Consultant and the
Consultant' s consultants.
6. 1. 6 Aerial photography expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7. 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7. 1. 1 Payments for Basic Services shall be made monthly
upon presentation and receipt of Consultant's invoice or statement.
When compensation is made on the basis of a lump sum, thenYm a ents
p
shall be made in proportion to the service performed in eachp hase
so that the payments for Basic Compensation for each phase shall
equal the following percentages of the Total Compensation payable:
Design Phase - 35%; Construction Documents Phase - 40% ; Bidding
Phase - 5%; Construction Phase - 20%.
7 . 2 PAYMENT ON.ACCOUNT OF ADDITIONAL SERVICES
7 . 2 . 1 Payment on account of the Consultant' s additional
services as defined in Section 2 . 9 and for reimbursable expenses
defined in Article 6 shall be made within forty-five (45) days of
(45)
presentation of the Consultant ' s detailed statement or invoice of
services rendered or expenses incurred which shall be rendered in
duplicate to the City Manager.
-24-
7 . 3 PROJECT SUSPENSION OR TERMINATION
7 . 3 . 1 Upon written notice to Consultant, the Cityshall
1
have the right to suspend or terminate the service called for in
any particular Service Order(s) . If thero 'ect is suspended P 7 p ded or
abandoned in whole or in part for more than three3
( ) months, the
Consultant shall be compensated for all serviceserformed prior
prior
to receipt of written notice from the Cityof such
suspension p nsion or
such abandonment, together with reimbursable expenses then en due.
If the project is resumed after being suspended for more than n three
(3) months, the Consultant's compensation shall be equitably
adjusted including any necessary start-up costs.
7. 4 No deduction shall be made from the Consultant ' s
Compensation on account of sums withheld fromYm a ents to
p
Contractors.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8 . 1 Records of reimbursable expenses and expensesertainin
p g
to additional services and serviceserformed on the basis
p of a
multiple of direct personnel expense shall be i
kept on the basis s of
generally accepted accounting principles and shall be available to
the City and the City's authorized representatives at mutually
ly
convenient times and location.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9. 1 All plans or drawings will be prepared and submitted by
Consultant to City for approval. Working drawings will be prepared
on Plate B tracing cloth or mylar drafting film or the equivalent,
with all lettering in ink or pencil orress-t a and clearly
Yp
legible when the sheets are reproduced and reduced to half size.
9 . 2 All documents including, but not limited to, tracings,
g ,
drawings, estimates, specifications, investigations and studies
ies
completed or partially completed, shall become thero ert of the
p p Y
City upon the completion or termination of each7
ro 'ect.
P
-25-
9 . 3 Upon completion of the construction of the7 ro 'ect
p ,
Consultant shall, within ninety (9 0) calendar days,, final
Y following
inspection, deliver to the City the original contract working
ng
drawings and tracings, or mylar or (3 sepiaprintsmil
P mil) , correct
to as built conditions, to the City's Construction Coordinator,
dinator,
including all changes made duringthe course of the he project.
Consultant shall deliver the above documents to the Citywithin
hin
thirty (3 0) days of termination of this Agreement or termination
on
or abandonment of the Project.
ARTICLE 10. TERMINATION OF AGREEMENT
10. 1 Right to Terminate
The City may terminate this Agreement for cause in the
event that : (1) the Consultant willfully violates any provisions
of this Agreement ,or performs same in bad faith
► or (2)
unreasonably delays the performance of the Services, upon notice
to the Consultant in writing seven (7) daysP rior to termination.
Payment for Services performed shall then be made in accordance
with Article 10. 3 herein.
10. 2 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO
TERMINATE GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS
AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS
SOLE OPTION AT ANY TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT
PENALTY, WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH TERMINATION IS
IN THE BEST INTEREST OF THE CITY. PAYMENT FOR SERVICES
SATISFACTORILY PERFORMED AND FOR DELIVERY OF DOCUMENTS SHALL BE IN
ACCORDANCE WITH ARTICLE 10. 4 HEREIN.
The Consultant may terminate this Agreement for cause in the
event that the City, acting through its Project Coordinator or
otherwise, willfully violates any provisions of this Agreement or
unreasonably delays payment for the Services, upon written notice
to the City thirty (30) days prior to termination. In that event,
payment for Services satisfactorily performed prior to the date of
termination shall be made in accordance with Article 10. 3 herein.
-26--
The Consultant shall have no right to terminate this Agreement
for convenience of the Consultant, without cause.
10. 3 Termination for Cause
In the event this Agreement is terminated by City for
cause, the City, acting through the City Manager, may take over the
Services and complete them, by contracting with another
Consultant(s) or otherwise, and in such event, the Consultant shall
be liable to the City for any additional cost incurred bythe city
Y
due to such termination. "Additional Cost" is defined as the
difference between the actual cost of completion of such incomplete
Services and the cost of completion of such Services which would
have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
Payment for Services satisfactorily performed by the
Consultant prior to receipt of notice of Termination for Cause, and
accepted by the City, shall be made in accordance with Article 7 . 1
herein.
Upon receipt of written notice of termination, the Consultant
shall, when directed by the City, promptly assemble and submit as
provided herein or as required in the written notice hereunder, all
documents including drawings, calculations, specifications,
correspondence, and all other relevant materials affected by such
termination.
In the event of Termination for Cause, noYm a ents to the
p
Consultant shall be made: (1) for Services not satisfactorily
performed; and (2) for assembly of submittal of documents for the
Services performed satisfactorily or unsatisfactorily.
10. 4 Termination for Convenience
Non-Exclusive Provisions
In the event the City causes abandonment, termination
or suspension of the Consultant's Services or parts thereof without
cause as provided in Article 10. 1 herein, the Consultant shall be
_27_
compensated for all Services rendered upto the time of receipt p of
said abandonment, termination, or suspension,ion and for
p the assembly
and submittal to the City of affected documents for the Services
performed shall be in accordance with Article 7 herein.
10.5 Implementation of Termination
In the event of termination either for cause or
for
convenience, the Consultant, upon receipt of the notice notice of
termination, shall: stop the performance of Services '
under this
Agreement on the date and to the extent specified i f i ed in the
p notice of
termination; place no further orders or subcontracts except as may
be necessary for completion of anyportion
(s)P Cs) of the Services not
terminated, and as authorized bythe written notic •
+e, terminate all
orders and subcontracts to the extent that theyrelate to
the
performance of the Services terminated by notice c
the i e of
termination; promptly assemble and submit asrovide herein d herein all
documents for the Services performed, includingdrawings,
lags,
calculations, specifications, correspondence, and all
p other
relevant materials affected by the termination; and
complete
performance of any Services as shall not have been terminated
by
the notice of termination.
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 payanycompany or
p y other person
any fee, commission, gift or other consideration contingent upon
g p n
the execution of this Agreement. For breach or violation of this
his
warranty, the City has the right to annul this Agreement without
t
liability to the Consultant for any reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11. 1 This Agreement shall be governed by the laws of the State
of Florida.
_28_
11. 2 Terms in this Agreement which have not been defined in
Article 1. 1 shall have the same meaningas those in AIA Document
went
A201, General Conditions of the Contract for Construction, current
as of the date of this Agreement.
11. 3 As between the parties to this Agreement; as to all acts
or failures to act by either partyto this Agreement,g any
applicable statute of limitations shall commence to
run and any
alleged cause of action shall be deemed to have accrued in any and
all events not later than the relevant Date of Substantial
Completion of the Work and the issuance of the temporary
certificate of occupancy, and as to anyacts failures or to act
occurring after the relevant Date of Substantial Completion, not
t
later than the date of issuance of the final Certificate for
Payment.
11. 4 The City and the Consultant waive all rights against each
other and against the contractors, consultants, agents and
nd
employees of the other for damages covered by any property
insurance during construction as set forth in the currentedition
edltlon
of AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this agreement. The City
and the Consultant each shall require appropriate similar waivers
form their contractors, consultants and agents.
11. 5 The term of this Agreement shall be for a period of two
(2) years from the date of this Agreement. Provided, however, that
as to any Project for which a Service Order has been issued within
such two year period, the Basic and/or Additional Services relating
to such Project may be completed beyond such two
ear period.
Y
ARTICLE 12. EXTENT OF AGREEMENT
12 . 1 This Agreement represents the entire and integrated
agreement between the City and the Consultant and supersedes all
prior negotiations, representations ora agreements, either written
�tten
or oral .
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This agreement may be amended only by written instrument signed by
both City and Consultant utilizing the same formalities as were
used for its adoption.
ARTICLE 13 . BASIS OF COMPENSATION
13 . 1 GENERAL
The City shall compensate the Consultant for the scope of
services provided, in accordance with Article 7, Payments to the
he
Consultant, and with the other terms and conditions of this
Agreement.
13 .2 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Basic Services,
Additional Services and Reimbursable Expenses on the basis set
forth below:
13 .2 . 1 Basic Services of the Consultant shall be
compensated for on the basis of an hourly rate in accordance with
Schedule B - Consultant Hourly Compensation Rates and a multiple
of 1. 10 times the hourly rate charged to the Consultant by its
subconsultants as set forth in Schedule C - Subconsultant Hourly
Compensation Rate. The fee for Basic Services may be a fixed fee
(if both the City and the Consultant agree to such method and
amount of compensation and the pro-rate share of the fee allocable
to each phase of the Basic Services) for Federally-funded Community
Development Block Grant projects that require a lump sum
architectural fee.
13 . 2 . 2 Any services not included in the provisions of the
agreement and its conditions may be carried out by the Consultant
following written authorization by the City.
13 . 2. 3 The hourly rate for compensation to the Consultant
by the City for Additional Services as defined in Article 13 . 2 . 2
and Article 2 shall be as set forth in Schedule "B" and a multiple
of 1. 10 times the hourly rate charged to the Consultant as forth
in Schedule "C" , as may be amended by written amendment.
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The term Additional Service includes anywork required and approved
�
by the City including work involving all or any consultants whether
previously retained for the work or not or whetherarti '
p clpating
as members with Consultant or not, subject to the City' s right Y g to
previously approve any change in the consultants as set
forth in
this agreement.
13 . 3 For reimbursable expenses as described in Article
6,
the Consultant shall be paid, up to the reimbursable expense limit
limit
set forth in Service Order the exact amounts expended
p by the
Consultant and consultants in the interests of thero 'ect subject
�
to the Consultant furnishing adequate documentation of the expense
and, if required, demonstrating to the satisfaction of the City
that the expense was in the interest of the project.
13 . 4 Payments due the Architect and unpaid p under this
Agreement shall bear interest from the datea ent is
p Ym due at the
prime rate at Chase Manhattan Bank, N.A. in New York City, plus
1. 5% per annum. Payments will be considered due forp �u oses of the
commencement of interest, forty-five (45) days from
receipt bythe
City of a detailed statement or invoice unless Citycontest
an item
or items set forth in the invoice.
13 . 5 The City and the Architect agree in accordance with the
terms and conditions of this Agreement that:
13 .5. 1 IF THE SCOPE of the Project or the Consultant
services is changed substantiallyand materially, the amount
of
compensation shall be equitably adjusted.
13 . 5. 2 IF THE ENTIRE SERVICES covered by this Agreement
have not been completed within twenty-four (24) months of the date
hereof, through no fault of the Consultants or its consultants, the
amounts of compensation, rates and multiples set forth herein shall
be adjusted upwards to compensate for changes in the cost of living
g
by mutual agreement of the parties on the unspent fee balance.
-31-
ARTICLE 14. INSURANCE
The Consultant shall comply throughout the term of this
agreement with the insurance stipulated herein. It is agreed
g by
the parties that the Consultant shall not commence '
with this
project until proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain
In effect the
following insurance coverages:
(a) Architects and Engineers Professional Liability Insurance
in the amount of Three Hundred and FiftyThousand
($350, 000. 00)
Dollars per occurrence on an occurrence form.
(b) Comprehensive General Liability Insurance in the amount
of $500, 000. 00 Single Limit Bodily Injuryand Property p y Da mage
coverage for each occurrence, which will includeroducts
p ,
completed operations, and contractual liability coverages.g . The
City must be named as an additional insured on this
policy.
(c) Worker's compensation and employer' s liability coverage
g
within the statutory limits of the State of Florida.
(d) Thirty (30) days prior written notice of cancellation or
a substantial modifications in the insurance coverages must be
given by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company
p Y
rated B+:VI or better, or its equivalent, according to Bests ' Guide
Rating Book and must additionallybe furnished
by insurance
companies duly authorized to do business in the State of '
Florida
and countersigned by the company's Florida resident agent.
ARTICLE 15. INDEMNIFICATION
15. 1 In consideration of a separate and specific
consideration of $10. 00 and otherood and valuable consideration
ration
the receipt of which is hereby acknowledged, the Consultant hereby
agrees to indemnify, defend and hold the City and its employees,
agents and authorized representatives harmless with respect to any
Y
aiiad all costs, claims, damages and liability which may arise out
-32-
of the performance of this Agreement as a result •
of any negligent
acts, errors or omission of the Consultant, or
the Consultants
sub-consultants, if any, or any othererson or entity ntity under the
direction or control of Consultant. The Consultant shall pay all
claims and losses arising out of Consultant's ltant s negligent acts,
errors or omissions and shall defend all suits, in the
name of the
City, its employees, agents and authorized representatives ves when
applicable, including appellateroceedin s
p g and shall pay all
costs, judgments and attorneys ' fees which mayissue thereon.
hereon.
ARTICLE 16. ADDITIONAL CONDITIONS
16. 1 The parties each herebybind themselves,elves, their
successors, assigns and legal representatives to each other r with
respect to the terms of the contract. Neitherart shall y assign,
sell, pledge or otherwise transfer this contract •
or any portion
thereof, without written authorization and consent of the other
party to this Agreement. The parties agree that the Consultant' s
onsultant s
services are unique in nature and that the Consultant may only
receive such authorization by way of a City Commission resolution.
on.
16.2 The Consultant, its consultants, agents and
g employees
and sub-contractors, shall comply with all applicable cable federal,
state and county laws, the charter, related laws and '
ordinances of
the City of Miami Beach, and with all applicable pp le rules and
regulations promulgated by local, state and national boards,
bureaus and agencies as they relate to this7
ro 'ect.
p
16. 3 This Agreement shall be enforceable in Dade
County,
Florida, and if legal action is necessarybyeitherwith
party with
respect to the enforcement of anyor all of the terms or conditions
conditions
herein exclusive venue for the enforcement of
same shall lie in
Dade County, Florida.
16. 4 All written notices given to City by Consultant shall
be addressed to the City Manager, Cityof Miami
g Beach, 1700
Convention Center Drive, Miami Beach, Florida 33139, with a copy
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to the City Attorney, 1700 Convention Center Drive, Miami
Beach,
Florida 33139. All written notices from the City to the consultant
shall be addressed to the Consultants, Norman M. Giller &
Associates, 975 Arthur Godfrey Road, Miami Beach, Florida 33140.
All notices mailed by either party shall be deemed to be
sufficiently transmitted if sent bycertified mail, returnreceipt
recei
requested.
16.5 The Architect hereby states, and the Owner acknowledges
that the Architect has no professional liability (errors( ors or
omissions) or other insurance, and is unable to reasonably obtain
such insurance for claims arisingout of the performance p rmance of or
failure to perform professional services, includingbut
not limited
to the preparation of reports, designs, drawings, and
specifications, related to the investigation, detection, abatement,
�
replacement or removal of products, materials orrocess containing
g
asbestos. Accordingly, the Owner hereby agrees to bring no claim
of negligence, breach of contract, indemnity or otherwise against
the Architect, his principals, employees, a ents and consultants
g
if such claim in any way would involve the Architect's services rvices for
the investigation of or remedial work related to asbestos in
the
Project. In the event asbestos is determined byeither the
City
or the Consultant to be present in the Project, the otherart
p Y
shall be given notice and the City agrees to retain a specialist
asbestos Consultant to provide services relating to the asbestos.
-34-
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.
CITY OF MIAMI BEACH
By:
ATTEST: mArn APPROVED
LEGAL DEPT.
a/I
By( 2;-( 5
CITY CLERK
girio G
CONSULTANT:Date
NO' • BILLER & ASSOCIATES, INC.
11"//
By: 1 fee; .
(Signature)
C. 1 -pet .
(Type Name of Person Signing)
WITNESS
• A)Vt'..
(signatur=
CORPORATE SEAL
EDWARD J. DAVIS, PURCHASING AGENT
(Type Name of Person Signing)
EJD:ses
-35-
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SCHEDULE B
CONSULTANT HOURLY COMPENSATION RATES
The following hourly rates include overhead andro '
p fit:
Principals $110. 00/Per Hour
Senior Architect00
$ 80. 00/Per r Hour
Senior Draftsperson $ 55. 00 Pe
/ r Hour
Secretary $ 40. 00 Per Hour
Junior Draftsperson $ 40. 00 Per Hour
H ur
-37-
SCHEDULE 'ICI'
SUBCONSULTANT HOURLY COMPENSATION RATES
DONNELL & DuQUESNE, P.A.
Engineer $65.00
Drafting $45.00
Field Supervision $60.00
ZURWELLE-WHITTARER, INC.
3-man survey crew $70.00
Drafting $23.00
Professional Engineer $65.00
McDOWELL-HELMICK ASSOCIATES, INC.
Principal Engineer $75.00
Engineer $65.00
Designer $45.00
Drafter $40.00
-38-
ORIGINAL
RESOLUTION NO. 90-19988
Authorizing theMayor and City Clerk to
execute an agreement with Norman M.
Giller & Associates, Inc. , for
professional architectural, engineering,
and land surveying services for various
city capital projects where basic con-
struction does not exceed $500,000. 00 per
project for a two (2) year period.
4