Agreement with Keith and Schnars, P.A. and KCI Technologies, INC. aol S a g06s
ASSIGNMENT AND ASSUMPTION OF AGREEMENTS
AND
CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENTS
This Assignmegnt and Assumption of Assignment (the Assignment) is entered into with the date of
'I day of OCT. , 2019, by and among the CITY OF MIAMI BEACH (the City), a Florida
municipal corporation, whose address is 1700 Convention Center Drive, Miami Beach, Florida 33139 (the
City); KEITH AND SCHNARS, P.A., a Florida professional association, whose principal address is 6500
North Andrews Avenue (Keith and Schnars, P.A., the "Assignor"); and KCI TECHNOLOGIES, INC., a
Delaware corporation, whose principal address is 936 Ridgebrook Road, Sparks, Maryland 21152,
authorized to do business in Florida (KCI Technologies, Inc., the"Assignee").
WITNESSETH:
WHEREAS,on July 8, 2015,the Mayor and City Commission, adopted Resolution No 2015-59068,
authorizing the administration to negotiate a contract with Keith and Schnars, P.A.; and
WHEREAS, on January 5, 2016, the City and Keith and Schnars, P.A. executed an agreement,
pursuant to Request for Qualifications (RFQ) No. 2014-346-YG, for professional architectural and
engineering services in specialized categories on an "as-needed-basis" which Agreement is incorporated
herein by reference and attached as Exhibit"A" hereto; and
WHEREAS,on December 9, 2015,the Mayor and City Commission, adopted Resolution No 2015-
29209, authorizing the administration to negotiate a contract with Keith and Schnars, P.A.; and
WHEREAS, on January 15, 2016, the City and Keith and Schnars, P.A. executed an agreement,
pursuant to Request for Qualifications (RFQ) No. 2015-160-YG, for professional constructability, cost and
value engineering review services on an "as-needed-basis" (the "Agreement"), which Agreement is
incorporated herein by reference and attached as Exhibit"B" hereto; and
WHEREAS, on October 17, 2018, the Mayor and City Commission, adopted Resolution No 2018-
30534 , authorizing the administration to negotiate a contract with Keith and Schnars, P.A.; and
WHEREAS, on February 21, 2019, the City and Keith and Schnars, P.A. executed an agreement,
pursuant to Request for Qualifications (RFQ) No. 2018-141-ND, for professional architectural and
engineering services in specialized categories on an "as-needed-basis" (the "Agreement"), which
Agreement is incorporated herein by reference and attached as Exhibit"C" hereto; and
WHEREAS, the above-referenced Agreements set forth in Exhibits A through C shall be hereafter
referred to collectively as the"Agreements,"and
WHEREAS, on January 1, 2019, Keith and Schnars, P.A. completed a merger with KCI
Technologies Inc., a Delaware corporation, as the surviving entity operating in engineering, consulting and
construction firm services; and
WHEREAS, KCI Technologies Inc. is authorized to do business in Florida and is the entity which
is operating the engineering, consulting and construction services in the State of Florida; and
WHEREAS, Keith and Schnars, P.A. and KCI Technologies Inc. seeks the City's consent to the
assignment and assumption of the Agreements from Keith and Schnars, P.A. ("Assignor") to KCI
Technologies Inc. ("Assignee"); and
WHEREAS, pursuant to Section 16.7 of each of the Agreements, any assignment of the
Agreements require the written consent of the City Commission; and
WHEREAS, on July 17, 2019, the Mayor and City Commission of the City of Miami Beach Florida,
adopted Resolution No. 2019-30894 authorizing the City Manager, or his designee, to select, negotiate,
award and reject all bids, contracts, agreements and grant applications; renew existing contracts that may
expire, and terminate existing contracts, as needed, from the last Commission meeting on July 31, 2019,
until the first regularly scheduled, meeting on September 11, 2019;and
•
WHEREAS, on August 23, 2019, the City Manager approved, pursuant to Resolution No. 2019-
30894, the assignment and assumption of the Agreements from Keith Schnars, P.A. ("Assignor") to KCI
Technologies Inc ("Assignee"), pursuant to Request for Qualifications (RFQ) No. 2014-346-YG, for
professional architectural and engineering services in specialized categories on an "as-needed-basis";
Request for Qualifications (RFQ) No. 2015-160-YG, for professional constructability, cost and value
engineering review services on an "as-needed-basis"; Request for Qualifications (RFQ) No. 2018-141-ND,
for professional architectural and engineering services in specialized categories on an "as-needed-basis";
and
NOW, THEREFORE, the City, Keith and Schnars, P.A. and KCI Technologies Inc., for and in
consideration of the mutual covenants, agreements and undertakings herein contained, do by these
presents mutually covenant and agree as follows:
1. The above recitals are true and correct and are incorporated herein as part of this Assignment.
2. Keith and Schnars, P.A. hereby assigns and transfers to KCI Technologies Inc., all its right, title,
interest, and obligations in and to the Agreements.
3. KCI Technologies Inc hereby accepts the assignment of the Agreements and further assumes and
agrees to perform all the duties and obligations of Keith and Schnars, P.A. under the Agreements,
and further agrees to be liable and subject to all terms and conditions to which Keith and Schnars,
P.A. is subject to under the Agreements.
4. Upon execution of this Consent to Assignment, and for purposes of interpreting the Agreements, all
references to Keith and Schnars, P.A. or Contractor under the Agreements shall hereinafter be
deemed to refer to KCI Technologies Inc.
5. KCI Technologies Inc. agrees to honor and maintain all required warranties and responsibilities for all
projects previously completed by Keith and Schnars, P.A.; and any ongoing project that Keith and
Schnars, P.A. has with the City as of the effective date of this Consent to Assignment.
6. Simultaneously herewith, KCI Technologies, Inc. shall furnish to the City's Risk Manager, Certificates
of Insurance or endorsements evidencing the insurance coverage as specified in the Agreements.
7. All written notices given to the Contractor under the Agreements shall be addressed to:
KCI TECHNOLOGIES, INC.
6500 North Andrews Avenue
Fort Lauderdale, FL 33309
Attn: Bruce Reed, RLA, Regional Practice Leader/Officer
Tel: 954-776-1616
Fax: 954.771.7690
Email: bruce.reedkci.com
The City Commission of the City of Miami Beach, Florida hereby consents to the Assignment of the
Agreements from KEITH AND SCHNARS, P.A. ("Assignor"), to KCI TECHNOLOGIES, INC. ("Assignee").
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be executed by
their appropriate officials, as of the date first entered above.
FOR CONTRACTOR(ASSIGNOR): KEITH AND SCHNARS, P.A.
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CONSENT TO ASSIGNMENT AND ASSUMPTION OF AGREEMENT
City's acknowledgement and consent to the Assignment, pursuant to subsection 10.3 of the Agreement,
without warranties of any kind whatsoever being made incident to this consent or the Assignment.
FOR CITY: CITY OF MIAMI BEACH, FLORIDA
ATTEST:
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By: _
Rafael E. Grana o, City Clerk Jimm{ L. Mora es, City Manager
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1
EXHIBIT A
AGREEMENT
EXHIBIT B
AGREEMENT
EXHIBIT C
AGREEMENT
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
KEITH AND SCHNARS, P.A.
FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SPECIALIZED
CATEGORIES ON AN "AS-NEEDED-BASIS" PURSUANT TO REQUEST FOR
QUALIFICATIONS NO. 2014-346-YG
DISCIPLINE: LANDSCAPE ARCHITECTURE, LAND SURVEYING, PLANNING AND URBAN
DESIGN ARCHITECTURE,AND ENVIRONMENTAL ENGINEERING
RESOLUTION NO. 2015-29041 AND 2015-29068
1
;:r
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 4
ARTICLE 2. BASIC SERVICES 9
ARTICLE 3. THE CITY'S RESPONSIBILITIES 14
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 16
ARTICLE 5. ADDITIONAL SERVICES 18
ARTICLE 6. REIMBURSABLE EXPENSES 19
ARTICLE 7. COMPENSATION FOR SERVICES 20
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 21
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
ARTICLE 11. INSURANCE 23
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 24
ARTICLE 13. ERRORS AND OMISSIONS 24
ARTICLE 14. LIMITATION OF LIABILITY 25
ARTICLE 15. NOTICE 25
• ARTICLE 16. MISCELLANEOUS PROVISIONS 26
2
SCHEDULES:
SCHEDULE A 29
SCHEDULE B 30
SCHEDULE C 32
ATTACHMENTS:
ATTACHMENT A 33
ATTACHMENT B 34
ATTACHMENT C 35
3
•
AGREEMENT
• BETWEEN THE CITY OF MIAMI BEACH
AND
•
KEITH AND SCHNARS, P.A.
FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SPECIALIZED
CATEGORIES ON AN "AS-NEEDED-BASIS"
This Agreement made and entered into this 5 day of January , 2016 , (Effective Date),
by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of
the State of Florida, having its principal offices at 1700 Convention Center Drive, Miami Beach,
Florida, 33139, (hereinafter referred to as City), and Keith and Schnars, P.A., a Florida
corporation having its principal office at 10305 NW 41St Street, Suite 112, Doral, FL 33178
(hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, on September 17, 2014, the Mayor and City Commission approved the
issuance of Request for Qualifications No. 2014-346-YG for'Professional Architectural and
Engineering Services in Specialized Categories On An "As-Needed-Basis" (the RFQ); and
WHEREAS, the RFQ was intended to provide access to architectural and engineering
firms in accordance with the Florida Consultant's Competitive Negotiation Act; and
WHEREAS, on June 10th, 2015 and July 8th, 2015, the City Commission approved
Resolution No. 2015-29041 and 2015-29068, respectively, authorizing the City to enter into
negotiations with Keith and Schnars, P.A. and, if successful, execute an agreement with the
Consultant pursuant to the RFQ; and
WHEREAS, City and the Consultant have negotiated the following agreement pursuant
to the RFQ; and '
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreement herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Definitions. The definitions included in this Section are not exhaustive of all definitions
used in this Agreement. Additional terms may be defined in other Contract Documents. The
following terms shall have the meanings specified herein unless otherwise stated herein:
ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the
Basic Services in this'Agreement, as described in Article 5 and the Consultant Service Order,
4
which the Consultant shall perform, at the City's option, and which must be duly authorized, in
writing, by the City Manager or his authorized designee, prior to commencement of same.
APPLICABLE LAWS: "Applicable Laws" means all laws, statutes, codes (including, but not
limited to, building codes), ordinances, rules, regulations, lawful orders and decrees of
governmental authorities having jurisdiction over the Project,the Project Site or the Parties.
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. "Base Bid" shall not include additive alternates,or deductive alternates.
BASIC SERVICES: "Basic Services" shall include those services which Consultant shall
perform in accordance with' the terms of the Agreement, as described in Article 2 and the
Consultant Service Order. Any Services not specifically enumerated as Additional Services (as
defined herein) shall also be considered Basic Services.
CITY(OR OWNER): 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. In all respects hereunder, City's obligations,and performance is pursuant to City's
position as the owner'of the Project acting in its proprietary capacity. In the event City exercises
its regulatory authority as a governmental body including, but not limited to, its regulatory
authority for code inspections and issuance of Building Department permits, Public Works
Department permits,:or other applicable permits within its jurisdiction, the exercise of such
regulatory authority and the enforcement of any Applicable Laws shall be deemed to have
occurred pursuant to City's regulatory authority as a governmental body and shall not be
attributable in any manner to City as a Party to this Agreement.
CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the
City.
CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City.
The City Manager shall also be construed to include any duly authorized representatives
designated by the City Manager in writing, including the Project Administrator, with respect to
any specific matter(s) concerning the Services and/or this Agreement (exclusive of those
authorizations reserved to the City Commission under this Agreement, or to regulatory or
administrative bodies having jurisdiction over the Project).
CONSTRUCTION COST BUDGET: The "Construction Cost.Budget" shall mean the amount
budgeted and established by the City to provide for the cost of construction of the Work for the
Project("Construction Cost"), as set forth in the Consultant Service Order.
CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final (100%
completed) plans, technical specifications, drawings, schematics, documents, and diagrams •
prepared by the Consultant pursuant to this Agreement, setting forth in detail the requirements
for the construction of the Project. The Construction Documents shall set forth in full all details
necessary to complete the construction of the Project in accordance with the Contract
Documents. Construction Documents shall not be part of the Contract Documents, until (a) the
Consultant has submitted completed Construction Documents to the City and (b) they have
been reviewed and approved by the City and any agencies having jurisdiction in accordance
with the procedures as otherwise provided by the Contract Documents. However, approval by
the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or
5
excuse Consultant's obligations to ensure. the Construction Documents are constructible, in
compliance with all Applicable Laws and in accordance with the Contract Documents.
CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall
mean the qualified and properly professionally licensed design professional in the State of
Florida and as otherwise required by any entities, agencies, boards, governmental authorities
and/or any other professional organizations with jurisdiction governing the professional practice
area for which the design professional has been engaged by City and who will perform (or
cause to be performed through Subconsultants acceptable to the City) all architectural, design
and engineering services required under this Agreement and/or Consultant Service Order and
will serve as the "architect of record" and/or"engineer of record" for the Project. When the term
"Consultant" is used in this Agreement it shall also be deemed to include any officers,
employees, or agents of Consultants, and any other person or entity acting under the ,
supervision, direction, or control of Consultant to provide any architectural, design, engineering
or similar professional services with respect to a Project ("Subconsultants"). The Consultant
shall not be replaced by any other entity, except as otherwise permitted in this Agreement.
Further, any Subconsultant that may perform.services on behalf of the Consultant shall be a
qualified and properly professionally licensed design professional in the State of Florida and as
otherwise required by any entities, agencies, boards, governmental authorities and/or any other
professional organizations with jurisdiction governing the professional practice area for which
the Subconsultant has been engaged by Consultant to perform professional design services in
connection with the Project. The Subconsultants in Schedule "C", attached hereto, are hereby
approved by the City Manager for the Project.
CONSULTANT SERVICE ORDER: Consultant Service Order shall mean the work order issued
by the City to Consultant(in substantial form as in Schedule A attached hereto), that specifically
describes and delineates the particular Services (Basic Services and(or Additional Services)
which will be required of Consultant fo`r the Project that is the subject of such Consultant Service
Order, and which may include studies or study activity, and/or professional services as defined
in Section 287.055 of the Florida Statutes.
CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the
Agreement approved by the City (as specified below) and executed between City and
Consultant, covering changes, additions, or reductions in the terms of this Agreement including,
without limitation, authorizing a change in the Project, or the method and manner of
performance thereof, or an,adjustment in the fee and/or completion dates.
Contract Amendments shall be approved by the City Commission if they exceed fifty thousand
dollars ($50,000.00). Even for Contract Amendments of fifty thousand dollars ($50,000.00) or
less (or other such threshold contract amount as may be specified by the City of Miami Beach
Procurement Ordinance), the City Manager reserves the right to seek and obtain concurrence of
the City Commission for approval of any such Contract Amendment.
CONTRACT DOCUMENTS:. "Contract Documents" shall mean this Agreement (together with
all exhibits, addenda, Consultant Service Orders and written amendments issued thereto), and
all Design Documents and Construction Documents. The Contract Documents shall also
include, without limitation(together with all exhibits, addenda, and written amendments issued
thereto), the Invitation to Bid (ITB), instructions to bidders, bid form,bid bond, Design Criteria
Package (if any), the Contract for Construction, surety payment and performance bonds,
,,Conditions of the Contract for Construction (General, Supplementary, and other Conditions),
Divisions 0-17 specifications, an approved Change Order(s), approved Construction Change
6
Directive(s), and/or approved written order(s) for a minor change in the Work.
CONTRACT FOR CONSTRUCTION: "Contract for Construction"shall mean the legally binding,
agreement between City and Contractor for performance of the Work covered in the Contract
Documents, including, without limitation, a general contractor, construction manager, design-
builder or any other duly licensed construction contractor selected pursuant to any other
procurement methodology available under Florida law.
CONTRACTOR: "Contractor" shall mean the individual or 'individuals, firm, company,
corporation, joint venture, or other entity contracting with City for performance of the Work
covered in the Contract Documents.
DESIGN CRITERIA PACKAGE or DCP: "Design Criteria Package" means concise,
performance-oriented drawings or specifications of a design-build Project, prepared for the
purpose of furnishing sufficient information to permit design-build firms to prepare a bid or a
response to a City request for proposal, or to permit the City to enter into a negotiated design-
build contract. The Design Criteria Package must specify performance-based criteria for the
design-build Project, including the legal description of the site, survey information concerning
the site, interior space requirements, material quality standards,, schematic layouts and
• conceptual design criteria of the project, cost or budget estimates, design and construction
schedules, site development requirements, provisions for utilities, stormwater retention and
disposal, and parking requirements applicable to the project.
DESIGN DOCUMENTS: "Design Documents" means all plans, drawings specifications,
schematics and all other documents which set forth in full the design of the Project and fix and
describe in detail the size, configuration and character of the Project concerning all items of the
Project necessary for the final preparation of the 100% completed, permitted Construction
Documents in accordance with the requirements of the Contract Documents including, without
limitation, all architectural and engineering elements as may be appropriate. Design Documents
shall not be part of the Contract Documents, until (a) the Consultant has submitted completed
Design Documents to the City and (b) they have been reviewed and approved by the City and
agencies having jurisdiction in accordance with the procedures as provided by the Contract
Documents. However, approval by the City shall not in any way be construed, interpretedand/or
deemed to constitute a waiver or excuse Consultant's obligations to ensure the Design
Documents are constructible, in compliance with all Applicable Laws and in accordance with the
Contract Documents. '
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 a hurricane, tornado, flood, loss caused by fire and other similar unavoidable
casualties; or other causes beyond the City's or Consultant's control that are not due to any act,
omission .or negligence of either City or Consultant and,;which have, or may be reasonably
expected to have, a material adverse effect on the Project, or on the rights and obligations of
City or Consultant under this Agreement and which, by the exercise of due diligence, such
parties shall not have been able to avoid; provided, however, that inclement weather (except as
noted above), the acts or omissions of Subconsultants, the Contractor and its sub-contractors,
market conditions, labor conditions, construction industry price trends, and similar matters which
normally impact on the construction process shall not be considered a Force Majeure.
If the Consultant is delayed in performing any obligation under this Agreement due to a Force
Majeure, the Consultant shall request a time extension from the Project Administrator within five
7
(5) business days of said Force Majeure. Any time extension shall be subject to mutual
agreement and shall not be cause for any claim by the Consultant for extra compensation,
unless Additional Services are required and approved pursuant to Article 5 hereof.
PROJECT: The "Project" shall mean that certain City capital project described in the
Consultant Service Order.
Project Cost: The "Project Cost", shall mean the estimated total cost of the
Project, as prepared and established by the City, including the estimated
Construction Cost and Soft Costs. The Project.Cost may, from time to time, be
revised or adjusted by the City, in its sole discretion, to accommodate approved
modifications or changes to the Project or scope of work.
Project Scope: The "Project Scope" shall mean the description of the Project, as
described in the Consultant Service Order.
PROJECT ADMINISTRATOR: The "Project Administrator" shall mean the individual
designated by the City Manager who shall be the City's authorized representative to issue
directives and notices on behalf of the City with respect to all matters concerning the Services of
this Agreement (exclusive of those authorizations reserved to the City Manager or City
Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction
over the Project).
PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the RFQ, together with all
amendments or addenda thereto (if any), which is incorporated by reference to this Agreement
and made a part hereof; provided, however, that in the event of an express conflict between the
Proposal Documents and this Agreement, the Agreement shall prevail. Consultant's proposal in
response to the RFQ is included for reference purposes only and shall not be incorporated as
part of this Agreement, except with respect to Consultant's representations regarding the
qualifications and experience of Consultant and,its key personnel, its commitment to provide the
key personnel listed therein, and its capability to perform and deliver the Services in accordance
with this Agreement and consistent with the all representations made therein.
SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and
referred to as follows:
Schedule A— Consultant Service Order
Schedule B—Consultant Compensation and Hourly Billing Rate Schedule.
Schedule C—Approved Subconsultants.
SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services,
and any Additional Services (as approved by the City), all as described in Schedule "A" hereto.
SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed
pursuant to or undertaken under this Agreement.
SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction
Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys,
testing, general consultant, financing, permitting fees and other similar costs, as determined by
the City, that are not considered as direct costs for the construction of the Project.
8
STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable
Construction Cost" shall mean the detailed estimate prepared by Consultant in Construction
Standard Index (CSI) format or other format approved by the Project Administrator, which
includes the Consultant's estimated total construction cost to the City of the Work for the Project
(as established in the Contract Documents, as they may be amended from time to time). The
Statement of Probable Construction,Cost shall be in sufficient detail to identify the costs of each
element of the Project and include a breakdown of the fees, general conditions and construction
contingency for the Project. Costs shall be adjusted to the projected bid date to take into
account anticipated price escalation.
WORK: "Work" shall mean all labor, materials, equipment, supplies, tools, machinery, utilities,
fabrication, transportation, insurance, bonds, permits and conditions thereof, building code ,
changes and government approvals, licenses, tests, quality assurance and/or quality control
inspections and related certifications, surveys, studies, and other items, work and services that
are necessary or appropriate for the total construction, installation, and functioning of the
Project, together with all additional, collateral and incidental items, and work and services
required for delivery of a completed, fully functional and functioning Project as set forth in the
Contract Documents.
ARTICLE 2. BASIC SERVICES
r _
2.1 The Consultant shall'provide Basic Services for the Project, specifically described in the
Consultant Service Order.
2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant
Service Order signed by the City Manager or the Project Administrator. Consultant shall
countersign the Consultant Service Order upon receipt and return the signed copy to the City.
2.3 As it relates to the Services and the Project, Consultant warrants and represents to the
City that it is knowledgeable of and shall comply with all Applicable Laws. The Consultant
agrees to comply with all Applicable Laws, whether now in effect or as may be amended or
adopted from time to time, and shall further takeinto account all known pending changes to the •
foregoing of which it should reasonably be aware. •
2.4 The Consultant warrants and represents to the City that all of the Services required
under this Agreement shall be performed in accordance with the standard of care normally
exercised in the design of comparable projects in South Florida. Consultant warrants and
represents to the City that it is experienced, fully qualified, and properly licensed (pursuant to
Applicable Laws) to perform the Services. Consultant warrants and represents to the City that it
is responsible for the technical accuracy of the Services (including, without limitation, the Design
Documents contemplated in Schedule "A" hereto). Consultant further warrants and represents
that the approved and permitted Construction Documents shall constitute a representation by
Consultant to City that the Project, if constructed as required by the Contract Documents, will be
fully functional, suitable and sufficient for its intended purposes.
2.5 The Consultant's Basic Services may consist of various tasks, including planning,
design, bidding/award, preparation of a DCP, studies, construction administration, and
Additional Services (as may be approved), all as further described in the Consultant Service
Order; and shall also include any and all of Consultant's responsibilities and obligations with
respect to the Project, as set forth in the General Conditions of the Contract for Construction.
9
,2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: No action or omission by City
shall waive or excuse Consultant's obligations under the Agreement and/or other Contract
Documents and that Consultant shall remain fully liable for all work performed by Consultant
including, without limitation, any design errors or omissions. Written decisions and/or approvals
issued by the City shall not constitute nor be deemed a release of the responsibility and liability
of the Consultant (or any Subconsultants), for the accuracy and competency of the Design
Documents and Construction Documents, nor shall any City approval and/or decisions be
deemed to be an assumption of such responsibility by,the City for a defect, error or omission in
the Design Documents and the Construction Documents. Moreover, neither the City's
inspection, review, approval or acceptance of, nor payment for, any Services required under the
Agreement shall be construed to relieve the Consultant(or any Subconsultant) of its obligations
and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights
under the Agreement, or of any cause of action arising out of the performance of the
Agreement. The Consultant shall be and remain liable to the City in accordance with Applicable
' Laws for all damages to City caused by any failure of the Consultant or to comply with the terms
and conditions of the Agreement or by the Consultant's misconduct, unlawful acts, negligent
acts, errors or omissions in the performance of the Agreement.
2.7 TIME: It is understood'that time is of the essence in the completion of the Project and, in
this respect, the parties agree as follows:
2.7.1 Term: The term of this Agreement shall commence upon execution by the City
and Consultant, which shall be the Effective Date referred to on page 1 hereof, and shall
be in effect for three (3) years ("Initial Term"), plus two (2), one (1) year renewal options,
to be exercised at the sole discretion of the City Manager(Initial Term and any renewals
shall be collectively referred to as the "Term"). Notwithstanding the preceding Term,
Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the
Consultant Service Order, including the time for completion of the work and/or services
for such Project(as set forth in the particular Consultant Service Order).
2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement, and the orderly
progress of the Work.
2.7.3 Recognizing that the construction of other projects within the City may affect
scheduling of the construction for the Project, the Consultant shall diligently coordinate
performance of the Services with the City (through the Project Administrator) in order to
provide for the safe, expeditious, economical and efficient completion of the Project,
without negatively impacting concurrent work by others..The Consultant shall coordinate
the Services with all of its Subconsultants, as well as other consultants, including,
without limitation, City provided consultants (if any).
2.7.4 The Services shall be performed in a manner that shall conform to the Consultant
Service Order. The Consultant may submit requests for an adjustment to the Consultant
Service Order completion time, if made necessary because of undue delays resulting
from untimely review taken by the City(or authorities having jurisdiction over the Project)
to approve the Consultant's submissions, or any other portion of the Services requiring
approval by the City (or other governmental authorities having jurisdiction over the
Project). Consultant shall immediately provide the Project Administrator with written
notice stating the reason for the particular delay; the requested adjustment (i.e.
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extension) to the Project Schedule; and a revised anticipated schedule of completion.
Upon receipt and review of Consultant's request (and such other documentation as the
Project Administrator may require), the Project Administrator may grant a reasonable
extension of time for completion of the particular work involved, and authorize that the
appropriate adjustment be made to the Project Schedule. The Project Administrator's
approval (if granted) shall be in writing.
2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative
working relationship with the Project Administrator, Contractor, and any and all other individuals
and/or firms that have been contracted, or otherwise retained,to perform work on the Project.
2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant
Service Order, in a competent, timely and professional manner, and shall be responsible to the
City for any failure in its performance, except to the extent that acts or omissions by the City
make such performance impossible.
2.10 The Consultant is responsible for the professional quality, technical accuracy,
completeness, performance and coordination of all Services required under the Agreement and
under the Consultant Service Order (including the services performed by Subconsultants),
within the specified time period and specified cost. The Consultant shall perform the Services
utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient
consulting with respect to the disciplines required for the performance of such Services in the
State of Florida. The Consultant is responsible for, and shall represent to City that the Services
conform to the City's requirements, the Contract Documents and all Applicable Laws. The
Consultant shall be and remain liable to the City for all damages to the City caused by the
Consultant's negligent acts\or errors or omissions in the performance of the Services. In
addition to all other rights and remedies which the City may have, the Consultant shall, at its
expense, re-perform all or any portion of the Services to correct any deficiencies which result
from the Consultant's failure to perform in accordance with the above standards. The Consultant
shall also be liable for the replacement or repair of any defective materials and equipment and
re-performance of any non-conforming 4construction work resulting from such deficient Services
(i) for a period from the Effective Date of this Agreement, until twelve (12) months following final
acceptance of the Work, (ii) or for the period of design liability required by applicable law,
whichever is later. The Project Administrator shall notify the Consultant, in writing, of any
deficiencies and shall approve the method and timing of the corrections.
2.10.1 The Consultant shall be responsible for deficient, defective Services and any
resulting deficient, defective construction work re-performed within twelve (12) months
following final acceptance and shall be subject to further re-performance, repair and
replacement for twelve(12) months from the date of initial re-performance, not to exceed
twenty-four months (24)from final acceptance.
2.11 The City shall have the right, at any time, in its sole and absolute discretion, to submit for
review to other consultants (engaged by the City at its expense) any or all parts of the Services
and the Consultant shall fully cooperate in such review(s). Whenever others are required to
verify, review, or consider any Services performed by Consultant (including, without limitation,
contractors, other design professionals, and/or 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 projects; or which are inconsistent with
Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by
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the City under this Agreement. Consultant will use reasonable care and skill, in accordance and
consistent with customary professional standards, in responding to items identified by other
reviewers in accordance"with this subsection. Consultant shall receive comments from
reviewers, in writing, including, without limitation (and where applicable), 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 defined to mean as soon as possible under the
circumstances, taking into account the timelines of the Project schedule.
2.11.1 The Consultant is advised that a performance evaluation of the Services
rendered throughout this Agreement will be completed by the City and kept in the City's
files for evaluation of future solicitations.
2.12 Consultant agrees that when any portion of the Services relates to a professional service
which, under Florida Statutes, requires a license, certificate of authorization, on other form of
legal entitlement(to practice and/or perform such Service(s), it shall employ and/or retain only
qualified duly licensed certified personnel to provide same.
2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a
fully executed Consultant Service Order, a qualified licensed professional to serve as its project
manager (hereinafter referred to as the "Project Manager"). The Project Manager shall be
authorized and responsible to act on behalf of Consultant with respect to directing, coordinating
and administrating all aspects of the Services. Consultant's Project Manager (as well as any
replacement) shall be subject to the prior written approval of.the City Manager or the Project
Administrator. Replacement (including reassignment) of an approved Project Manager shall not
be made without the prior written approval of the City Manager or his designee (i.e. the Project
Administrator).
2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice
from the City Manager or the Project Administrator (which notice shall state the cause
therefore), to promptly remove and replace a Project Manager, or any other personnel
employed or otherwise retained by Consultant for,the Project ( including, without
limitation, any Subconsultants).
2.14 Consultant agrees not to divulge, furnish or--make,available to any third party(ies), any
non-public information concerning the Services or the Project, without the prior'written consent
of the City Manager or the Project Administrator, unless such disclosure is incident to the proper
performance of the Services;/or the disclosure is required pursuant to Florida Public Records
laws; or, in the course of judicial proceedings, where such information has been :properly
subpoenaed. Consultant shall also require Subconsultants to comply with this subsection.
2.15 The City and Consultant acknowledge that the Services, as described in the Agreement
and the Consultant Service Order, do not delineate every detail and minor work task required to
be performed by Consultant to complete the work and/or services described and delineated
under a Consultant Service Order issued to Consultant by the City for a particular Project. If,
during the course of performing work, services and/or tasks on a particular Consultant-Service
Order, Consultant determines that work and/or services should be performed (to complete the
Project delineated under such Order) which is, in the Consultant's reasonable opinion, outside
the level of effort originally anticipated in the Consultant Service Order, then Consultant shall
promptly notify the Project Administrator, in writing, and shall obtain the Project Administrator's
written consent before proceeding with such work and/or services. If Consultant proceeds with
any such additional work and/or services without obtaining the prior written consent of the
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Project Administrator, said work and/or services shall be deemed to be a Basic Service under
this Agreement and shall also be deemed to be within the scope of services delineated in the
Consultant Service Order(whether or not specifically addressed in the Scope of Services). Mere
notice by Consultant to the Project Administrator shall not constitute authorization or approval
by the City to perform such work. Performance of any such work and/or services by Consultant
without the prior written consent of the Project Administrator shall be undertaken at Consultant's
sole risk and liability.
2.16 Consultant shall establish, maintain, and categorize any and all Project documents and
records pertinent to the Services and shall provide the City, upon request, with copies of any
and all such documents and/or records. In addition, Consultant shall provide electronic
document files to the City upon completion of the Project.
2.17 THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR PERFORM IN
ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE AGREEMENT OR OTHER
CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR
ASSISTANCE TO THE CONSULTANT SHALL BE AT ITS SOLE DISCRETION AND SHALL
NOT, IN ANY WAY, BE CONSTRUED, INTERPRETED AND/OR CONSTITUTE AN
ASSUMPTION BY THE CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER OF
CONSULTANT'S OBLIGATIONS AND/OR EXCUSE ANY BREACH BY CONSULTANT OF
ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS. THE PARTICIPATION IN THE
PERFORMANCE OF ANY OF CONSULTANT'S OBLIGATIONS SHALL NOT PRECLUDE
THE CITY FROM DECLARING CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE
TO PERFORM SUCH OBLIGATION, NOR SHALL IT LIMIT, IN ANY WAY, THE CITY'S
RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE CONSULTANT EXPRESSLY
ACKNOWLEDGES AND AGREES NOT TO RAISE OR ASSERT AS DEFENSE TO ANY
CLAIM, ACTION, SUIT AND/OR OTHER PROCEEDING OF A SIMILAR NATURE, THE
CITY'S PARTICIPATION, ASSISTANCE AND/OR FACILITATION IN THE PERFORMANCE
OF CONSULTANT'S OBLIGATIONS. INCLUDING, WITHOUT LIMITATION, ASSISTING
WITH OBTAINING PERMITS OR, WITH COORDINATION WITH UTILITIES, OR OTHER
MATTERS RELATED TO THE PROJECT.' IN THE EVENT OF ANY CONFLICT,BETWEEN
THIS SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER
CONTRACT DOCUMENTS, THIS SECTION SHALL GOVERN.
2.18 GREEN BUILDING STANDARDS: The Consultant shall comply with the requirements
of Section 255.2575, Florida Statutes, and Chapter 100 of the City Code, as both may be
amended from time to time, addressing applicable Leadership in Energy and Environmental
Design (LEED) compliance requirements.
2.19 SUBCONSULTANTS: All services provided by Subconsultants shall be consistent with
those commitments made by the Consultant in its Proposal and during the competitive
solicitation selection process and interview. Such services shall be undertaken and performed
pursuant to appropriate written agreements between the Consultant)and the Subconsultants,
which shall contain provisions that preserve and protect the rights of the City under this
Agreement. Nothing contained in this Agreement shall create any contractual relationship
between the City and the Subconsultants.
The Consultant shall not retain, add, or replace any Subconsultant without the prior written
approval of the City Manager, in response to a written request from the Consultant stating the
reasons for any proposed substitution. The Consultant shall cause the names of
Subconsultants responsible for significant portions of the Services to be inserted on the plans
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and specifications.
The Consultant shall\be ultimately responsible for ensuring the Consultant's and all of its
Subconsultants' compliance with the requirements of this Section and any other provision of the
Agreement and/or Consultant Service Order. With respect to the performance of work by
Subconsultants, the Consultant shall, in approving and accepting such work, ensure the
professional quality, completeness, and coordination of the Subconsultant's work.
The Consultant shall, upon the request of the City, submit to the City such documentation and
information as the City reasonably requests to evidence the creation, standing, ownership and
professional licensure of the ,Consultant (and Subconsultants), including organizational
documents, operating agreements and professional licensure documentation, and copies of the
Consultant's contracts with the Subconsultant with respect to the Project. However, the City's
failure to request such documentation or evidence and/or failure to enforce in any way the terms
and provisions of this Section, the Agreement and/or any other Consultant Service Order during
the Project does not excuse, waive and/or condone in any way any noncompliance of the
requirements set forth therein including, without limitation, the professional licensure
requirements. Any approval of a Subconsultant by the City shall in no way shift from the
Consultant to City the'responsibility for the quality and acceptability of the services performed by
the Subconsultant. Payment ,of Subconsultants shall be the sole responsibility of the
Consultant,' and shall not be cause for any increase in compensation to the Consultant'for
payment of the Services.
ARTICLE 3.THE CITY'S RESPONSIBILITIES
3.1 The City Manager shall' designate a Project Administrator, who shall be the City's
authorized representative to act on City's behalf with respect to the City's responsibilities or
matters requiring City's approval under the Contract Documents. The Project Administrator
shall be authorized (without limitation) to transmit instructions, receive information, and interpret
and define City policies and decisions with respect to the Services and the Project. The Project
Administrator shall have full authority to ,require the Consultant to comply with the Contract
Documents, provided, however, that any failure of the Project Administrator to identify any
noncompliance, or to specifically direct or require compliance, shall in no way constitute a
waiver of, or excuse, the Consultant's obligation to comply with the requirements of the Contract
Documents.
3.2 The City shall make available to Consultant, for the convenience of the Consultant only,.
information that the City has in its possession pertinent to the Project. Consultant hereby
agrees and acknowledges that, in making any such information available to Consultant, the City
makes no express or implied certification, warranty, and/or representation as to the accuracy or
completeness of such information and assumes no responsibility whatsoever with respect to,
the sufficiency, completeness or accuracy of such information. The Consultant understands,
and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems
necessary all information furnished by the City, and that it is solely responsible for the accuracy
and applicability of all such information used by Consultant. Such verification shall include,
without limitation, visual examination of existingconditions in all locations encompassed by the
Project, where such examination can be made without using destructive measures (i.e.
excavation or demolition). Survey information shall be spot checked to the extent that
Consultant has satisfied itself as to the reliability of the information.
3.3 At any time in his/her sole discretion, the City Manager may furnish accounting, and
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insurance counseling'services for the Project (including, without limitation, auditing services to
verify the Consultant's applications for payment, or to ascertain that Consultant has properly
remitted payment due to its Subconsultants or vendors).
3.4 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, through the Project Administrator,
shall give prompt written notice thereof to the Consultant.
3.5 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity,
shall render any administrative approvals and decisions required under this Agreement, in
writing, as reasonably expeditious for the orderly progress of the Services and of the Work.
3.6 The City Commission shall be the final authority to do or to approve the following
actions or conduct, by passage of an enabling resolution or amendment to this Agreement:
3.6.1, Except where otherwise expressly noted in the Agreement or the Contract
Documents, the City Commission shall be the body to consider, comment upon, or
approve any amendments or modifications to this Agreement.
3.6.2 The City Commission shall be the body to consider, comment upon, or approve
any assignment, sale, transfer or subletting of this Agreement. Assignment and transfer
shall be defined to also include sale of the majority of the stock of a corporate
consultant.
3.6.3 The City Commission shall approve or consider all Contract Amendments that
exceed the sum of fifty thousand dollars ($50,000.00) (or other such amount as may be
specified by the City of Miami Beach Procurement Ordinance, as amended).
3.7 Except where otherwise expressly noted in this Agreement, the City Manager shall serve
as the City's primary representative,to whom administrative (proprietary) requests for decisions
and approvals required hereunder by the City shall be made. Except where otherwise expressly
noted in this Agreement or the Contract Documents, the City Manager shall issue decisions
and authorizations which may include, without limitation, proprietary review, approval, or
comment upon the schedules, plans, reports, estimates, contracts, and other documents
submitted to the City by Consultant.
3.7.1 The City Manager shall have prior review and approval of the Project Manager
(and any replacements) and of any Subconsultants (and any replacements).
3.7.2 The City Manager shall decide, and render administrative (proprietary) decisions
on matters arising pursuant to this Agreement which are not otherwise expressly
provided for in this Agreement. In his/her discretion, the City Manager may also consult
with the City Commission on such matters.
3.7.3 At the request of Consultant, the City Manager shall, be authorized, but not
required, to reallocate monies already budgeted toward payment of the Consultant;
provided, however, that the Consultant's compensation (or other budgets established by
this Agreement) may not be increased without the prior approval of the City Commission,
which approval (if granted at all) shall be in its sole and reasonable discretion.
3.7.4 The City Manager may approve Contract Amendments which do not exceed the
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sum of fifty thousand dollars ($50,000.00) (or other such amount as may be specified by
the City of Miami Beach Purchasing Ordinance, as amended); provided that no such
amendments increase any of the budgets established by this Agreement.
3.7.5 The City Manager may, in his/her sole discretion, form a committee or
committees, or inquire of, or consult with, persons for the purpose of receiving advice
and recommendations relating to the exercise of the City's powers, duties, and
responsibilities under this Agreement or the Contract Documents.
3:7.6 The City Manager shall be the City Commission's authorized representative with
regard to acting on behalf of the City in the event of issuing any default notice(s) under
this Agreement, and, should such default remain uncured, in terminating the Agreement
(pursuant to and in accordance with Article 10 hereof).
3.8 The City's review, evaluation, or comment as to any documents prepared by or on behalf
of the Consultant shall be solely for the purpose of the City's determining for its own satisfaction
the suitability of the Project, or portions thereof, detailed in such documents for the purposes
intended therefor by the City, and may not be relied upon in any way by the Consultant or any
other third party as a substantive review thereof.
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The City shall establish a Construction Cost Budget for the Project, as set forth in the
Consultant Service Order. Consultant shall design the Project so that the Construction Cost
Budget for the Project is not exceeded. As part of the Basic Services, Consultant shall design
and/or re-design the Project to the Construction Cost Budget in accordance with this Article 4,
making all revisions necessary to maintain the Construction Cost Budget. Consultant shall
attend meetings with the City to review and discuss cost estimates, cost-saving alternatives,
and implementation or revision of the Design Documents and Construction Documents to
address such items, as necessary to meet the established budget parameters set forth in the
City Construction Budget.
4.2. Consultant shall provide and/or update the Statement of Probable Construction Cost at
each stage of completion of the Design Documents and at completion of the Construction
Documents, unless otherwise specified in the Consultant Service Order or other written directive
of the Project Administrator.
4.2.1. At completion of the conceptual design (at such stage of completion of the
Design Documents as may be specified by the Project Administrator), Consultant shall provide
the City a Statement of Probable Construction Cost, which must include an estimated
Construction Costs for the Project within a range of plus or minus fifteen percent (+/-15%) of the
Construction Cost Budget. If at the foregoing stage of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than fifteen ,
percent (15%), then the Project Administrator shall provide notice thereof to the Consultant.
Consultant shall then identify the cause(s) for the difference and recommend in writing for the
City's approval any modification in the Design Documents necessary to conform the
Consultant's estimated total costs in the Statement of Probable Construction Cost to within
fifteen percent (15%) of the City's Construction Budget. Upon obtaining City's approval of any
proposed modifications, Consultant shall incorporate such modifications within the Design
Documents as part of the Basic Services and at no additional cost to the City.
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4.2.2. At the 30% and 60% completion of the Design Documents, Consultant shall
update its Statement of Probable Construction Cost, which must include an estimated
Construction Cost for the Project within a range of plus or minus ten percent (+/-10%) of the
Construction Cost Budget. If at the foregoing stages of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than ten percent
(10%), the Project Administrator shall provide notice thereof to the Consultant. Consultant shall
then identify the cause(s) for the difference and recommend in writing for the City's approval any
modification in the Design Documents necessary to conform the Consultant's estimated total
costs in the Statement of Probable Construction Cost to within ten percent (10%) of the City's
Construction Budget. Upon obtaining City's approval of any proposed modifications, Consultant
shall incorporate such modifications within the Design Documents as part of the Basic Services
and at no additional cost to the City.
4.2.3. At the 90% stage completion of the Design Documents and at completion of the
Construction Documents, Consultant shall update its Statement of Probable Construction Cost,
which must include an estimated Construction Cost for the. Project within a range of plus or
minus five percent (+/-5%) of the Construction Cost Budget. If at the foregoing stages of design
the Consultant's Statement of Probable Construction Cost exceeds the City's Construction
Budget by more than five percent (5%), the Project Administrator shall provide notice thereof to
the Consultant. Consultant shall then identify the cause(s) for the difference and recommend in
writing for the City's approval any modification in the Design Documents necessary to conform
the Consultant's estimated total costs in the Statement of Probable Construction Cost to within
five percent '(5%) of the City's Construction Budget. Upon obtaining the City's approval,
Consultant shall promptly modify the Design Documents or Construction Documents within the
time period specified by the Project Administrator (which time period for completion shall not
exceed ninety (90) days from the date Consultant is notified to re-design)', as part of the Basic
Services and at no additional cost to the City.
4.2.4. To ensure that the Construction Cost shall not exceed the City's Construction
Budget, each Statement of Probable Construction Cost shall be in sufficient detail to identify the
costs of each element and include a breakdown of the fees, general conditions and a
reasonable and appropriate construction contingency.
4.3. Consultant shall certify and warrant to the City that the Statement of Probable
Construction Cost and any update thereto, represents Consultant's best judgment of the
Construction Cost for the Project as an experienced design professional familiar with the
construction industry, provided, however, that Consultant cannot (and does not) guarantee that
bids or negotiated prices will not vary from any estimates of Construction Cost or other cost
evaluation(s) prepared (or otherwise provided) by Consultant.
4.4 If the lowest and best Base Bid exceeds the Consultant's final updated Statement of
Probable Cost by more than ten percent (10%), the Project Administrator shall provide notice
thereof to the Consultant, and the Consultant shall re-design the Project within the Project
Scope, construction schedule, sequence of Work, or such other action, as deemed necessary,
to reduce the Statement of Probable Construction Cost, and Consultant shall provide any
required revisions to the Contract Documents (including, without limitation, the. Construction
Documents) within the time period specified by the Project Administrator (which time period for
completion shall not exceed ninety (90) days from the date Consultant is notified to re-design),
and shall provide re-bidding services, as many times as may be reasonably requested by the
City, as part of the Basic Services and at no additional cost to the City, in order to bring any
17
resulting, responsive and responsible bids within ten percent (10%) of the Consultant's final
updated Statement of Probable Cost.
4.5. The Construction Cost Budget shall not be exceeded without fully justifiable,
extraordinary, and unforeseen circumstances (such as Force Majeure) which are beyond the
control of the parties. Any expenditure above this amount shall be subject to prior City
Commission approval which, if granted at all, shall be at the sole and reasonable discretion of
the City Commission. The City Commission shall have no obligation to approve an increase in
the Construction Cost Budget and, if such Construction Cost Budget is exceeded, the City
Commission.may, at its sole, and absolute discretion, terminate this Agreement (and the
remaining Services)without any further liability to the City.
4.6. The City Commission may, at its sole and absolute discretion, and without relieving
Consultant of its obligations under this Agreement to design the Project to the Construction Cost
Budget as set forth in Sections 4.1 through 4.5 above, separately elect any of the following
options:: (1) approve an increase to the Construction Cost Budget; (2) reject all bids, and (at its
option) authorize rebidding of the Project; (3) abandon the Project and terminate the remaining
Services without any further liability to the City; (4) select as many deductive alternatives as
may be necessary to bring the lowest and best bid within the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Administrator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall
contain a description of the Additional Services required; a lump sum to be negotiated at the
time of the request for additional services or an hourly fee (in accordance with the rates in
Schedule "B" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a
"Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time
required to complete the Additional Services; and an amended Project Schedule (if applicable).
"Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of
Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant
shall not exceed without further written authorization of the Project Administrator. The "Not to
Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the
case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable
through'time sheets (and, for Reimbursables, expense reviews).
5.2 Additional Services include the following:
5.2.1 Appraisals: Investigation and creation of detailed appraisals and valuations of
existing facilities, and surveys or inventories in connection withconstruction performed
by City.
5.2.2. Unforeseen Conditions. Providing additional work relative to the Project which
arises from subsequent circumstances and causes which could not reasonably have
been foreseen at the time of the Consultant Service Order (excluding conditions
determined by all prior studies available to Consultant and excluding circumstances and
causes resulting from error, omission, inadvertence, or negligence of Consultant).
5.2.3. City-Requested Revisions to Construction Documents: Making 'revisions to
Construction Documents resulting in or from City-requested changes in Scope of Work
18
involving' new program elements, when such revisions are inconsistent with written
approvals or instructions previously given by City and/or are due to causes beyond the
control of Consultant.
5.2.4 Expert Witness: Except insofar as the Consultant is required by legal process or
subpoena to appear and give testimony, preparing to serve or serving as an expert
witness in connection with any state or federal court action to which the Consultant is not
a party in its own name, that is not instituted by the Consultant or in which the
performance of the Consultant is not in issue.
5.2.5 Procurement: Assistance in connection with .bid protests, re-bidding, or re-
negotiating contracts (except for Contract Document revisions and re-bidding services
required under Section 4.4 hereof, which shall be provided at no additional cost to City).
5.2.6. Models: Preparing professional perspectives, models or renderings in addition to
those provided for in this Agreement except insofar as these are otherwise useful or
necessary to the Consultant in the provision of Basic Services.
5.2.7. Threshold Inspection/Material Testing and Inspection: Providing threshold
inspection services and material testing/special inspection services, provided that
Consultant, as part of the Basic Services, shall report on the progress the Work,
including any defects and deficiencies that may be observed in the Work.
5.2.8 Pre-Design Surveys & Testing: Environmental investigations and site
evaluations, provided, however, that surveys of the existing structure required to
complete as-built documentation are not additional services.
5.2.9 Geotechnical engineering. Providing geotechnical engineering services or site
surveys:
Except as specified herein, services that are required for completion of the Construction
Documents shall be part of Consultant's Basic Services.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses must be authorized, in advance, in writing, by the Project
Administrator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the
Project Administrator (along with any supporting receipts and other back-up material requested
by the Project Administrator). Consultant shall certify as to each such invoice and/or voucher
that the amounts and items claimed as reimbursable are "true and correct and in accordance
with the Agreement." Reimbursable Expenses may include, but not be limited to, the following:
Cost of reproduction, courier, and postage and handling of drawings, plans,
specifications, and other Project documents (excluding reproductions for the office use
of the Consultant and its Subconsultants, and courier,'postage and handling costs
between the Consultant and its Subconsultants).
Costs for reproduction and preparation of graphics for community workshops.
Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over
the Project(i.e. City permit fees).
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r
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 Consultant's"Lump Sum" or"Not to Exceed"fee for provision of the Services, or portions
thereof, as may be set forth and described in the Consultant Service Order issued for a
particular Project, shall be negotiated between the City and Consultant, and shall be set forth in
the Consultant Service Order.
7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and
approval of an acceptable invoice by the Project Administrator. Payments shall be made in
proportion to the Services satisfactorily performed, so that the payments for Services never
exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted
with each invoice). No mark-up shall be allowed on subcontracted work. In addition to the
invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the
percentage of completion of the Project and the total estimated fee to completion.
7.3 Approved Additional Services shall be compensated in accordance with the hourly rates
set forth in Schedule "B," attached hereto. Any request for payment of Additional Services shall
be included with a Consultant payment request. No mark-up shall be allowed on Additional
Services (whether sub-contracted or not).
7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up
to the "Not to Exceed" Reimbursable allowance amount in the Consultant Service Order hereto.
Any request for payment of Reimbursable Expenses shall also be included with Consultant's
payment request. No mark-up shall be allowed on Reimbursable Expenses.
7.5 ESCALATION: The initial hourly rates shall remain constant for the Initial Term of the
agreement. Ninety'(90) days prior to expiration of the Initial Term, the City may consider an
adjustment to the preceding year's unit costs for the subsequent year. Only request for
increases based on a corresponding increase in the Consumer Price Index for All Urban
Consumers; U.S. City average (1982-84=100), as established by the United States Bureau of
Labor Statistics ("CFI"), or material adjustments to the scope or requirements of the RFQ by the
City, including (but not limited to) living wage increases, will be considered. In the event that the
City determines that the requested increase is unsubstantiated, the Consultant agrees to
perform all duties at the current cost terms.
7.6 No retainage shall be made from the Consultant's compensation on account of sums
withheld by the City on payments to Contractor.
7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project
Administrator in a timely manner, but no more than once on a monthly basis. Invoices shall
identify the nature and extent of the work performed; the total hours of work performed by
employee category; and the respective hourly billing rate associated therewith. In the event
Subconsultant work is used, the percentage of completion shall be identified. Invoices shall
also itemize and summarize any Additional Services and/or Reimbursable Expenses. A copy of
the written approval of the Project Administrator for the'requested Additional Service(s) or
• Reimbursable Expense(s) shall accompany the invoice.
7.7.1 If requested, Consultant shall provide back-up for past and current invoices that
records hours for all work (by employee category), and cost itemizations for
20
• , Reimbursable Expenses (by category).
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS
8.1 All books, records (whether financial or otherwise), correspondence, technical
documents, and any other records or documents related to the Services and/or Project will be
available for examination and audit by the City Manager, or his/her authorized representatives,
at Consultant's office (at the address designated in Article 15 ["Notices"j), during customary
business hours. All such records shall be kept at least for a period of three (3) years after
Consultant's completion of the Services. Incomplete or incorrect entries in such records and
accounts relating personnel services and expenses may be grounds for City's disallowance of
any fees or expenses based upon such entries. Consultant shall also bind its Subconsultants to
the requirements of this Article and ensure compliance therewith
= ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS
9.1 All notes, correspondence, documents, plans and specifications, designs, drawings,
renderings, calculations, specifications, models, photographs, reports, surveys, investigations,
and any other documents (whether completed or partially completed) and copyrights thereto for
Services performed or produced in the performance of this Agreement, or related to the Project, .
whether in its native electronic form, paper or other hard copy medium or in electronic medium,
except with respect to copyrighted standard details and designs owned by the Consultant or -
owned by a third party and licensed to the Consultant for use and reproduction, shall become
the property of the City. Consultant shall deliver all such documents to the Project Administrator
in their native electronic form, as required in the Consultant Service Order within thirty(30) days
of completion of the Services (or within thirty(30) days of expiration or earlier termination of this
Agreement as the case may be). However, the City may grant an exclusive license of the
copyright to the Consultant for reusing and reproducing copyrighted materials or portions
thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant
shall not disclose, release, or make available any document to any third party without prior
written approval from the City Manager. The Consultant shall warrant to the City that it has
been granted a license to use and reproduce any standard details and designs owned by a third
party and used or reproduced by the Consultant in the performance of this Agreement. Nothing
contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes.
9.2 The Consultant is permitted to reproduce copyrighted material described above subject
to prior written approval of the City Manager.
9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to
adapt copyrighted material for additional or other work for the City; however, payment to the
Consultant for such adaptations will be limited to an amount not greater than 50% of the original
fee earned to adapt the original copyrighted material to a new site.
9.4 The City shall have the right to modify the Project or any components thereof without
permission from the Consultant or without any additional compensation to the Consultant. The
Consultant shall be released from any liability resulting from such modification.
9.5 The Consultant shall bind all Subconsultants to the Agreement requirements for re-use
of-plans and specifications.
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ARTICLE 10.TERMINATION OF AGREEMENT
10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is
subject to the appropriation of funds by its legislative body in an amount sufficient to allow
continuation of its performance in accordance with the terms and conditions of this Agreement.
In the event there is a lack of adequate funding either for the Services or the Project (or both),
the City may terminate this Agreement without further liability to the City.
10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this
Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1)
violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays
the performance of the Services or any portion thereof; or (3) does not perform the Services or
any portion thereof in a timely and satisfactory manner. In the case of termination for cause by
the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon
receipt of the initial written notice of default from the City).
10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its
sole option and discretion, may take over the remaining Services and complete them by
contracting with another consultant(s), or otherwise. The Consultant shall be liable to the
City for any additional -cost(s) incurred by the City due to such termination. "Additional
Cost" is defined as the difference between the actual cost of completion of the Services,
and the cost of completion of such Services had the Agreement not been terminated.
10.2.2 In the event of termination for cause by the City, the City shall only be obligated
to pay Consultant for those Services satisfactorily performed and accepted prior to the
date of termination (as such date is set forth in, or can be calculated from, the City's
initial written default notice). Upon payment of any amount which may be due to
Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to
Consultant.
10.2.3 As a condition precedent to release of any payment which may be due to
Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver
to the Project Administrator any and all Project documents prepared (or caused to be
prepared) by Consultant(including, without limitation, those referenced in subsection 9.1
hereof). The City shall not be responsible for any cost incurred by Consultant for
assembly, copy, and/or delivery of Project documents pursuant to this subsection.
10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for
cause, the City through the City, Manager, may also terminate this Agreement, upon fourteen
(14) days prior written notice to Consultant, for convenience, without cause, and without penalty,
when (in its sole discretion) it deems such termination to be in the best interest of the City. In-
the event the City terminates the Agreement for convenience, Consultant shall be compensated
for all Services satisfactorily performed and accepted up to the termination date (as set forth in
the City's written notice), and for Consultant's costs in assembly and delivery to the Project
Administrator of the Project documents (referenced in subsection 10.2.3 above). Upon payment
of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall
have no further liability to Consultant.
10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement
for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully
I .
22
•
violates any provisions of this.Agreement or unreasonably delays payment of the Services or
any portion thereof. In the event of a termination for cause by Consultant, the City shall pay
Consultant for any Services satisfactorily performed and accepted up to the date of termination;
provided, however, that the City shall first be granted a thirty (30) day cure period (commencing
upon receipt of Consultant's initial written notice).
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience.
10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for
cause or for convenience),'the Consultant shall immediately, upon receipt of the City's written
notice of termination: (1) stop the performance of Services; (2) place no further orders or issue
any other subcontracts, except for those.which may have already been approved, in writing, by
the Project Administrator; (3) terminate all existing orders and subcontracts; and (4) promptly
assemble all Project documents (for delivery to the Project Administrator).
ARTICLE 11. INSURANCE
11.1 At all times during the Term of this Agreement, Consultant shall maintain the following
required insurance coverage in full force and effect. The Consultant shall not commence any
work until satisfactory proof of all required insurance coverage has been furnished to the Project
Administrator: ,
(a) Workers' Compensation and Employer's Liability per the Statutory limits of the
State of Florida.
(b) Commercial General Liability on a comprehensive basis in an amount not less
than $1,000,000 combined single limit per occurrence for bodily injury and
property damage.
(c) Automobile Liability Insurance covering all owned, non-owned and hired vehicles
used in connection with the work, in an amount not less than $500,000 combined
single limit per occurrence for bodily injury and property damage.
(d) Professional Liability Insurance in an amount not less than $1,000,000 with the
deductible per claim, if any, not to exceed,10%of the limit of liability.
11.2 The City must be named as and additional insured on the liability policies; and it must be
stated on the certificate.
11.3 The Consultant must give the Project Administrator at least thirty (30) days prior written
notice of cancellation or of substantial modifications in any required insurance coverage. All
certificates and endorsements shall contain this requirement.
11.4 The insurance must be furnished by an insurance company rated A:V or better, or its
equivalent, according to Bests' Guide Rating Book, and . by insurance companies duly
authorized to do business in the State of Florida, and countersigned by the company's Florida
resident agent.
11.5 Consultant shall provide the Project Administrator with a certificate of insurance of all
required insurance policies. The City reserves the right to require a certified copy of such
policies, upon written request to Consultant.
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ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS
12.1 To the fullest extent permitted by Section 725.08, Florida Statutes, the Consultant shall
indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of
the Consultant and other persons employed or utilized by the Consultant in the performance of
this Agreement.
The Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's
fees which may issue thereon. Consultant expressly understands and agrees that any
insurance protection required by this Agreement or otherwise provided by Consultant shall in no
way limit its responsibility to indemnify, keep, and save harmless and defend the City or its
officers, employees, agents, and instrumentalities as herein provided.
12.2 The Consultant agrees and recognizes that the City shall not be held liable or
responsible for any claims which may result from any negligent, reckless, or intentionally
wrongful actions, errors or omissions of the Consultant in which the City participated either
through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting
any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes
or shares any responsibility or liability of the Consultant (including, without limitation its
Subconsultants and/or any registered professionals (architects and/or engineers) under this
Agreement).
ARTICLE 13. ERRORS AND OMISSIONS
13.1 ' ERRORS AND OMISSIONS: It is specifically agreed that any construction changes
categorized by the City as caused by an error, an omission, or any combination thereof in the
Contract Documents that were prepared by the Consultant will constitute an additional cost to
the City that would.not have been incurred without the error. The damages to the City for
errors, omissions or any combinations thereof shall be calculated as the total cost of any
damages or incremental costs to the City resulting out of the errors or omissions by the
Consultant, including, without limitation, the direct, indirect and/or consequential damages
resulting from the Consultant's errors and/or omissions or any combination thereof.
Damages shall include delay damages caused by the error, omission, or any combination
thereof. Should the Consultant disagree that all or part of such damages are the result of
errors, omissions, or any combination thereof, the Consultant may appeal this determination, in
writing, to the applicable Assistant City Manager. The Project Administrator's decision on all
claims, questions and disputes shall be final, conclusive and binding upon the parties hereto
unless such determination is clearly arbitrary or unreasonable. In the event that the Consultant
does not agree with the decision of the Project Administrator, the Consultant shall present any
such objections, in writing, to the City Manager. The Project Administrator and the Consultant'
shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of
any party's right to proceed in a court of competent jurisdiction after the above administrative
remedies have been exhausted.
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ARTICLE 14. LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on its
liability for any cause of action for money damages due to an alleged breach by, the City of this
Agreement, so that its liability for any such breach never exceeds the "not to exceed" amount of
the fee paid to Consultant under this Agreement, less any amount(s) actually paid to Consultant
hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with ,
Consultant's recovery from the City for any damages for action for breach of contract to be
limited to Consultant's "not to exceed" fee under this Agreement, less any amount(s) actually
paid by the City to the Consultant hereunder.
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 "not to exceed
amount" of Consultant's fees under this Agreement, which amount shall be reduced by any
amount(s) actually paid by the City to Consultant hereunder.
Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to
be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida
Statutes.
ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:.
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jimmy L. Morales, City Manager
With a copy to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Eric T. Carpenter, Assistant City Manager
All written notices given to the Consultant from the City shall be addressed to:
Keith and Schnars, P.A.
10305 NW 41st Street, Suite 112
Doral, FL 33178
Attn: Errol Kalayci, Esq. •
Attn: Tim Hall, P.E.
Tele: (954) 776-1616
Fax: (954) 771-7690
Email: ekalayci@ksfla.com
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified
mail, return receipt requested.
25
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ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the
• laws of the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of •
Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
because of race, color, national origin, religion, sex, gender identity, sexual orientation,
disability, marital or familial status, or age, and will take affirmative steps to ensure that
applicants are employed and employees are treated during employment without regard to race,
color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or
familial status, or age.
16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act
(Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been
placed on (the convicted vendor list following a conviction for a public entity crime may not
submit a bid on a contract to provide any goods or services to the City, may not submit a bid on
a contract with the City for the construction or repair of a public building or public work, may not
bid on leases of real property to the City, may not be awarded or perform work as a contractor,
supplier, subcontractor, or subconsultant under a contract with the City, and may not transact
business with the City in excess of the threshold amount provided in Section 287.017, Florida
Statutes, for Category Two, for a period of 36 months from the date of being placed on the
convicted vendor list. For violation of this subsection by Consultant, City shall have the right to
terminate the Agreement without any liability to City, and pursue debarment of Consultant
16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Consultant, to solicit or
secure this Agreement, and that it has not paidor 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 subsection, City shall
have the right to terminate the Agreement, without any liability or, at its discretion, to deduct ,
from the contract price (or otherwise recover) the full amount of such fee, commission,
percentage, gift, or consideration.
16.5 LAWS AND REGULATIONS:
16.5.1 The Consultant shall, during the Term of this Agreement, be governed by all
,Applicable Laws which may have a bearing on the Services involved in the
Project.
16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida
Statutes, entitled "Inspection, Examination, and Duplication of Records;
Exemptions," all building plans, blueprints, schematic drawings, and diagrams,
including draft, preliminary, and final formats, are exempt from the provisions of
• 26
Section 119.07(1), Florida Statutes (inspection and copying of public records),
and s. 24(a), Article I of the State Constitution. Information made exempt by this
paragraph, with prior written approval from the City Manager, may be disclosed
to another entity to perform its duties and responsibilities; to a licensed architect,
engineer, or contractor who is performing work on or related to the Project; or
upon a showing of good cause before a court of competent jurisdiction. The
entities or persons receiving such information shall maintain the exempt status of
the information.
16.5.2.1 In addition to the requirements in this subsection 16.5.2, the
Consultant agrees to abide by all applicable Federal, State, and City
procedures, as may be amended from time to time, by which the
documents are handled, copied, and distributed which may include,
but is not limited to, each employee of Consultant and Subconsultants
that will be involved in the. Project being required to sign an
agreement stating that they will not copy, duplicate, or distribute the
documents unless authorized by the City Manager, in writing.
16.5.2.2 The-Consultant and its Subconsultants agree in writing that the
Project documents are to be kept and maintained in a secure location.
16.5.2.3 Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
16.5.2.4 A log is developed to track each set of documents logging in the date,
time, and name of the individual(s) that work on or view the
documents.
16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without
added compensation, all necessary supplemental documents to correct errors, omissions,
and/or ambiguities which may exist in the Contract Documents prepared by Consultant,
including documents prepared by its Subconsultants. Compliance with this subsection shall not
be construed to relieve the Consultant from any liability resulting from any such errors,
omissions, and/or ambiguities in the Contract Documents and other documents or Services
related thereto.
16.7 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to
any other person, firm, association or corporation, in whole or in part, without the prior written
consent of th"e9Cttj C•om fission., which consent, if given at all, shall be at the Commission's sole
option and discretion. However, the Consultant will be permitted to cause portions of the
Services to be performed by Subconsultants, subject to the prior written approval of the City
Manager.
16.8 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds
himself/herself, his/her partners, successors, legal representatives and assigns to the other
party of the Agreement and to the partners, successors, legal representatives, and assigns of
such party in respect to all covenants of this Agreement. The Consultant shall afford the City
(through the City Commission) the opportunity to approve or reject all proposed assignees,
successors or other changes in the ownership structure and composition of the Consultant.
Failure to do so constitutes a breach of this Agreement by the Consultant.
27
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16.9 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance
of the Services prescribed herein, it shall bethe responsibility of the Consultant to provide all
salaries, wages, materials, equipment, Subconsultants, and other purchased services, etc., as
necessary to complete said Services.
16.10 INTENT OF AGREEMENT:
16.10.1 The intent of the Agreement is for the Consultant to provide design and.
other services, and to include all necessary items for the proper completion of such
services for a fully functional. Project which, when constructed in accordance with the
design, will be able to be used by the City for its intended purpose. The Consultant shall
perform, as Basic Services, such incidental work which may not be specifically
referenced, as necessary to complete the Project.
16.10.2 This Agreement is for the benefit of the parties only and it does not grant
rights to a third party beneficiary, to any person, nor does it authorizeanyone not a party
to the Agreement to maintain a suit for personal injuries, professional liability, or property
damagepursuant to the terms or provisions of the Agreement.
16.10.3 No acceptance, order, payment, or certificate of or by the City, or its
employees or agents, shall either stop the City from asserting any rights or operate as a
waiver of any provisions hereof or of any power or right herein reserved to the City or of
any rights to damages herein provided.
16.11 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained herein; and
the, parties agree that thereare no commitments, agreements, or understandings concerning
the subject matter of this Agreement that are notcontained in this document. Accordingly, the
parties agree that no deviation from theterms hereof shall be predicated upon any prior
representations or agreements whether oral or written. It is further agreed that no modification,,
amendment or alteration in the terms or conditions contained herein shall be,effective unless
memorialized in written document approval and executed with the same formality and of equal
.dignity herewith. -
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents toe signed
in their names by their duly authorized officers and principals, attested . t ate,rspective
witnesses and City Jerk on the day and year first hereinabove written.
Attest ' CITY OF MIAMI BE C '
CITY C ERK MAYOR / '`
•
A st M 1. ..B 444 eith .,�• 'oh• r
•
Signature/S-'• etarysid= '�' r
j�1�A►la+K-�. Mos 1 41 __
Print.Name iNC Name ORM&LANGUAGE
�,�ATED= &FOR EXECUTION
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26::<0
(R, Clty Attorney Q -D
SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
KEITH AND SCHNARS, P.A.
CONSULTANT SERVICE ORDER
Service Order No. _ for Consulting Services.
TO: Keith and Schnars, P.A.
10305 NW 41st Street, Suite 112
Doral, FL 33178
PROJECT NAME: Proiect Name
DATE:
Pursuant to the agreement between the City of Miami Beach and Consultant for
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SPECIALIZED
CATEGORIES ON AN "AS-NEEDED" BASIS (RFQ 2014-146-YG) you are directed to provide
the following services:
SCOPE OF SERVICES:
Per attached proposal dated , to be considered part of this Agreement.
Estimated calendar days to complete this work: Days
Original Service Order Amount: $
Total From Previous Additional Service Orders: $
• Fee for this Service Order is Lump Sum/Not to Exceed amount
of:
Total Agreement to Date: $
City's Project Date
Coordinator/Manager
Assistant Director Date Consultant. Date
Project Administrator-Director Date �
29
SCHEDULE B
CONSULTANT COMPENSATION
Schedule of Payments
Planning Services* $XXXXXXXX
Design'Services* $XXXXXXXX
Bidding and Award Services $XXXXXXXX
Construction Administration ** $XXXXXXXX
Reimbursable Allowance*** $XXXXXXXX
Note*: These services will be paid lump sum based on percentage complete of each
phase as identified in the individual tasks.
Note**: Construction Administration will be paid on a monthly basis upon
commencement of construction.
In the event that, through no fault of the Consultant, Construction Administration
services are required to be extended, which extension shall be subject to prior City
approval, and what shall be at the City's sole discretion, the Consultant agrees to extend
said services for$XXXXXX, per month, for the duration required to complete the Project.
Note***: The Reimbursable Allowance belongs to the City' and must be approved in
writing, in advance, by the Project Administrator. Unused portions will not be paid to the
Consultant.
30
f ..
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HOURLY BILLING RATE SCHEDULE
Project Principal $172.50 Project Engineer(Coastal or $116.15
Other)
Project Manager $138.00 Sr. Field Services Professional $116.15
Senior Civil Engineer $138.00 Field Services Professional $ 80.50 _
Civil Engineer $116.15 Threshold Inspector $138.00
Senior Electrical Engineer $138.00 Structural Special Inspector $109.25
Electrical Engineer $116.15 Technical Editor $ 74.75 ,
Senior Mechanical Engineer $138.00 Senior GIS Specialist $116.15
Mechanical Engineer ' $116.15 GIS Specialist $ 86.25
Senior Structural Engineer $138.00 Staff Engineer/Geologist/Scientist $ 94.30
Structural Engineer $116.15 Landscape Designer $ 95.45
Senior Environmental Engineer $138.00 Planner $116.15
Environmental Engineer $116.15 Project Principal (Structural Engineer) $172.50
Environmental Technician $ 74.75 Project Manager(Structural Engineer) $138.00
Environmental Specialist $ 63.25 CAD Technician (Structural) $ 63.25
Environmental Permit Specialist $ 63.25 Traffic Engineers $116.15
Project Scientist ' $120.75 Cost Estimator $' 74.75
Senior Surveyor $138.00 Specifications Writer - $ 63.25
Surveyor $116.15 Construction Administrator/Manager $ 94.30
Surveyor Support Staff $ 69.00 Senior Project Manager $138.00
Senior Architect $138.00 MEP Project Engineer $138.00
Architect $116.15 Horticultural/maintenance Consultant $ 86.25
Senior Designer $138.00 Irrigation Engineer $ 94.30
Designer $ 95.45 Job Captain $ 92.00
Senior Urban Planner $138.00 Interior Designer $ 95.45
Senior CAD Technician $ 69.00 Principal/Director of Design $138.00
CAD Technician $ 63.25
Senior_Landscape Architect $138.00
Landscape Architect $116.15
Clerical $ 40.25
Administrative Assistant $ 40.25
r
Survey Crew Party of2 $140.68
Survey Crew Party of 2 w/GPS $168.51
Survey Crew Party of 3 $170.44
Survey Crew Party of 3 w/GPS $197.01
Survey Crew Party of 4 $211.31
Survey Crew Party of 4 w/GPS $250.13
Sr. Inspector(CEI) $103.50 3
Inspector(CEI, Field or $ 94.88
Construction)
31
•
SCHEDULE C
APPROVED SUBCONSULTANTS
SUBCONSULTANT:
• No preapproved sub-consultants submitted with proposal.
32
7
EXHIBIT B
AGREEMENT
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
KEITH AND SCHNARS, P.A.
FOR
PROFESSIONAL CONSTRUCTABILITY, COST AND VALUE ENGINEERING REVIEW
SERVICES ON AN "AS-NEEDED-BASIS" PURSUANT TO REQUEST FOR
QUALIFICATIONS NO.2015-160-YG
DISCIPLINE: CONSTRUCTABILITY, COST'AND VALUE ENGINEERING
RESOLUTION NO. 2015-29209
1
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 4
ARTICLE 2. BASIC SERVICES 9
ARTICLE 3. THE CITY'S RESPONSIBILITIES 14
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 16
ARTICLE 5. ADDITIONAL SERVICES 18
ARTICLE 6. REIMBURSABLE EXPENSES 20
ARTICLE 7. COMPENSATION FOR SERVICES 20
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 21
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 21
i
ARTICLE 10. TERMINATION OF AGREEMENT 22
ARTICLE 11. INSURANCE 23
ARTICLE 12. INDEMNIFICATION AND HOLD-HARMLESS 24
ARTICLE 13. ERRORS AND OMISSIONS 25
ARTICLE 14. LIMITATION OF LIABILITY 25
ARTICLE 15. NOTICE 26
ARTICLE 16. MISCELLANEOUS PROVISIONS 26
2
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SCHEDULES:
SCHEDULE A 30
SCHEDULE B 31
SCHEDULE C 33
ATTACHMENTS:
ATTACHMENT A 34
ATTACHMENT B 35
ATTACHMENT C 36
3
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH
AND
KEITH AND SCHNARS, P.A.
✓ FOR
PROFESSIONAL CONSTRUCTABILITY, COST AND VALUE ENGINEERING
REVIEW SERVICES ON AN "AS-NEEDED-BASIS"
This Agreement made and entered into this 10 day of January , 2016,
(Effective Date), by and between the CITY OF MIAMI BEACH, a municipal corporation existing
under the laws of the State of Florida, having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida, 33139, (hereinafter referred to as City), and KEITH AND
SCHNARS, P.A., a Florida corporation having its principal office at 6500 North 'Andrews
Avenue, Fort Lauderdale, FL. 33309 and local office at 10305 N.W. 41st Street, Suite 112,
Doral, FL. 33178 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, on May 6, 2015, the Mayor and City Commission approved the issuance of
Request for Qualifications No. 2015-160-YG for Constructability, Cost and Engineering Services
in Specialized Categories On An "As-Needed-Basis" (the RFQ); and
WHEREAS, the RFQ was intended to provide access to architectural and engineering
firms in accordance with the Florida Consultant's Competitive Negotiation Act; and
WHEREAS, on December 9, 2015, the City Commission approved Resolution No. 2015-
29209, authorizing the City to enter into negotiations with Keith and Schnar, P.A., if successful,
execute an agreement with the Consultant pursuant to the RFQ; and
WHEREAS, City and the Consultant have negotiated the following agreement pursuant
to the RFQ; and
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreement herein contained, agree as follows:
ARTICLE '1:DEFINITIONS
1.1 Definitions. The definitions included in this Section are not exhaustive of all definitions
used in this Agreement. Additional terms may be defined in other Contract Documents. The
following terms shall have the meanings specified herein unless otherwise stated herein:
ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the
Basic Services in this Agreement, as described in Article 5 and the Consultant Service Order,
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which the Consultant shall perform, at the City's option, and which must be duly authorized, in
writing, by the City Manager or his authorized designee, prior to commencement of same.
APPLICABLE LAWS: "Applicable Laws" means all laws, statutes, codes (including, but not
limited to, building codes), ordinances, rules, regulations, lawful orders and decrees of
governmental authorities having jurisdiction over the Project, the Project Site or the Parties.
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. "Base Bid" shall not include additive alternates or deductive alternates.
BASIC SERVICES: "Basic Services" shall include those services which Consultant shall
perform in accordance with the terms of the Agreement, as described in Article 2 and the
Consultant Service Order. Any Services not specifically enumerated as Additional Services (as
defined herein)shall also be considered Basic Services.
CITY(OR OWNER): 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. in all respects hereunder, City's obligations. and performance is pursuant to City's
position as the owner of the Project acting in its proprietary capacity. In the event City exercises
its regulatory authority as a governmental body including, but not limited to, its regulatory
authority for code inspections and issuance of Building Department permits, Public Works
Department permits, or other applicable permits within its jurisdiction, the exercise of such
regulatory authority and the enforcement of any Applicable Laws shall be deemed to have
occurred pursuant to City's regulatory authority as a governmental body and shall not be
attributable in any manner to City as a Party to this Agreement.
CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the
City.
CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City.
The City Manager shall also be construed to include any duly authorized representatives
designated by the City Manager in writing, including the Project Administrator, with respect to
any specific matter(s) concerning the Services and/or this Agreement (exclusive of those
authorizations reserved to the City Commission under this Agreement, or to regulatory or
administrative bodies having jurisdiction over the Project).
CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean the amount
budgeted and established by the City to provide for the cost of construction of the Work for the
Project("Construction Cost"), as set forth in the Consultant Service Order.
CONSTRUCTION DOCUMENTS: "Construction Documents" shall\ mean :the final (100%
completed) plans, technical specifications, drawings, schematics, documents, and diagrams
prepared by the Consultant pursuant to this Agreement, setting forth in detail the requirements
for the construction of the Project The Construction Documents shall set forth in full all details
necessary to complete the construction of the Project in accordance with the Contract
Documents. Construction Documents shall not be part of the Contract Documents, until (a) the
Consultant has submitted completed Construction Documents to the City and (b) they have
been reviewed and approved by the City and any agencies having jurisdiction in accordance
with the procedures as otherwise provided by the Contract Documents. However, approval by
the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or
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excuse Consultant's obligations to ensure the Construction Documents are constructible, in
compliance with all Applicable Laws and in accordance with the Contract Documents.
CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall
mean the qualified and properly professionally licensed professional in the State of Florida and
as otherwise required by any entities, agencies, boards, governmental authorities and/or any
other professional organizations with jurisdiction governing the professional practice area for
which the professional has been engaged by City and who will perform (or cause to be
performed through Subconsultants acceptable to the City) all constructability, cost and value
engineering review services required under this Agreement and/or Consultant Service Order.
When the term "Consultant" is used in this Agreement it shall also be deemed to include any
officers, employees, or agents of Consultants, and any other person or entity acting under the
supervision, direction, or control,of Consultant to provide any constructability, cost and value
engineering review services or similar professional services with respect to a Project
("Subconsultants"). The Consultant shall not be replaced by any other entity, except as
otherwise permitted in this Agreement. Further, any Subconsultant that may perform services
on behalf of the Consultant shall be a qualified and properly professionally licensed professional
in the State of Florida and as otherwise . required by any entities, agencies, boards,
governmental authorities and/or any other professional organizations with jurisdiction governing
the professional practice area for which the Subconsultant has been engaged by Consultant to
perform professional design services in connection with the Project. The Subconsultants in
Schedule"C", attached hereto, are hereby approved by the City Manager for the Project.
CONSULTANT SERVICE ORDER: Consultant Service Order shall mean the work order issued
by the City to Consultant (in substantial form as in Schedule A attached hereto), that specifically
describes and delineates the particular Services (Basic Services and/or Additional Services)
which will be required of Consultant for the Project that is the subject of such Consultant Service
Order, and which may include studies or study activity, and/or professional services as defined
in Section 287.055 of the Florida Statutes.
CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the
Agreement approved by the City (as specified below) and executed between City and
Consultant, covering changes, additions, or reductions in the terms of this Agreement including,
without limitation, authorizing a change in the Project, or the method and manner of
performance thereof, or an adjustment in the fee and/or completion dates.
Contract Amendments shall be approved by the City Commission if they exceed fifty thousand
dollars ($50,000.00). Even for Contract Amendments of fifty thousand dollars ($50,000.00) or
less (or other such threshold contract amount as may be specified by the City of Miami Beach
Procurement Ordinance), the City Manager reserves the right to seek and obtain concurrence of
the City Commission for approval of any such Contract Amendment.
CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with
all exhibits, addenda, Consultant Service Orders and written amendments issued thereto), and
all Design Documents and Construction Documents. The Contract Documents shall also
include, without limitation (together with all exhibits, addenda, and written amendments issued
thereto), the Invitation to Bid (ITB), instructions to bidders, bid form, bid bond, Design Criteria
Package (if any), the Contract for Construction, surety payment and performance bonds,
Conditions of the Contract for Construction (General, Supplementary, and other Conditions),
Divisions 0-17 specifications, an approved Change Order(s), approved Construction Change
Directive(s), and/or approved written order(s)for a minor change in the Work.
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CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding
agreement between City and Contractor for performance of the Work covered in the Contract
Documents, including, without limitation, a general contractor, construction manager, design-
builder
or any other duly licensed -construction contractor selected pursuant to any other
procurement methodology available under Florida law.
CONTRACTOR: "Contractor" shall mean the individual or individuals, firm, company,
corporation, joint venture, or other entity contracting with City for performance of the Work
covered in the Contract Documents.
DESIGN CRITERIA PACKAGE or DCP: "Design Criteria Package" means concise,
performance-oriented drawings or specifications of a design-build Project, prepared for the
purpose. of furnishing sufficient information to permit design-build firms to prepare a bid or a
response to a City request for proposal, or to permit the City to enter into a negotiated design-
build contract. The Design Criteria Package must specify performance-based criteria for the
design-build Project, including the legal description of the site, survey information concerning
the site, interior space requirements, material quality standards, schematic layouts and
conceptual design criteria of the project, cost or budget estimates, design and construction
schedules, site development requirements, provisions for utilities, stormwater retention and
disposal, and parking requirements applicable to the project.
DESIGN DOCUMENTS: "Design Documents" means all plans, drawings specifications,
schematics and all other documents which set forth in full the design of the Project and fix and
describe in detail the size, configuration and character of the Project concerning all items of the
Project necessary for the final preparation of the 100% completed, permitted Construction
Documents in accordance with the requirements of the Contract Documents including, without
limitation, all architectural and engineering elements as may be appropriate. Design Documents
shall not be part of the Contract Documents, until (a) the Consultant has submitted completed
Design Documents to the City and (b) they have been reviewed and approved by the City and
agencies having jurisdiction in accordance with the procedures as provided by the Contract
Documents. However, approval by the City shall not in any way be construed, interpreted and/or
deemed to constitute a waiver or excuse Consultant's obligations to ensure. the Design
Documents are constructible, in compliance with all Applicable Laws and in accordance with the
Contract Documents.
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 a hurricane, tornado, flood, loss caused by fire and other similar unavoidable
casualties; or other causes beyond,theCity's or Consultant's control that are not due to any act,
omission or negligence of either City or Consultant and, which have, or may be reasonably
expected to have, a material adverse effect on the Project, or on the rights and obligations of
City or Consultant under this Agreement and which, by the exercise of due diligence, such
parties shall not have been able to avoid; provided, however, that inclement weather (except as
noted above), the acts or omissions of Subconsultants, the Contractor and its sub-contractors,
market conditions, labor conditions, construction industry price trends, and similar matters which
normally impact on the construction process shall not be considered a Force Majeure.
If the Consultant is delayed in performing any obligation under this Agreement due to a Force
Majeure, the Consultant shall request a time extension from the Project Administrator within five
(5),business days of said Force Majeure. Any time extension shall be subject to mutual
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agreement and shall not be cause for any claim by the Consultant for extra compensation,
unless Additional Services are required and approved pursuant to Article 5 hereof.
PROJECT: The "Project" shall mean that certain City capital project 'described in the
Consultant Service Order.
Project Cost: The "Project Cost", shall mean the estimated total cost of the
Project, as prepared and established by the City, including the estimated
Construction Cost and Soft Costs. The Project Cost may, from time to time, be
revised or adjusted by the City, in its sole discretion, to accommodate approved
modifications or changes to the Project or scope of work.
Project Scope: The "Project Scope" shall mean the description of the Project, as
described in the Consultant Service Order.
PROJECT ADMINISTRATOR: The "Project Administrator' shall mean the individual
designated by the City Manager who shall be the City's authorized representative to issue
directives and notices on behalf of the City with respect to all matters concerning the Services of
this Agreement (exclusive of those authorizations reserved to the City Manager or City
Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction
over the Project).
PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the RFQ, together with all
amendments or addenda thereto (if any), which is incorporated by reference to this Agreement
and made a part hereof; provided, however, that in the event of,an express conflict between the
Proposal Documents and this Agreement, the Agreement shall prevail. Consultant's proposal in
responseto the RFQ is;included for reference purposes only and shall not be incorporated as
part of this Agreement, except' with respect to Consultant's representations regarding the
qualifications and experience of Consultant and its key personnel, its commitment to provide the
key personnel listed-therein, and its capability to perform and deliver the Services in accordance
with this Agreement and consistent with the all representations made therein.
SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and
referred to as follows:
Schedule A—Consultant Service Order
Schedule B—Consultant Compensation and Hourly Billing Rate Schedule.
Schedule C=Approved Subconsultants.
SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services,
and any Additional Services (as approved by the City), all as described in Schedule "A" hereto.
SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed
pursuant to or undertaken under this Agreement.
SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction
Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys,
testing, general consultant, financing, permitting fees and other similar costs, as determined by
the City, that are not considered as/direct costs for the construction of the Project.
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STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable
Construction Cost" shall mean the detailed estimate prepared by Consultant in Construction
Standard Index (CSI) format.or other format approved by the Project Administrator, which
includes the Consultant's estimated total construction cost to the City of the Work for the'Project
(as established in the Contract Documents, as they may be amended from time to time). The
Statement of Probable Construction Cost shall be in sufficient detail to identify the costs of each
element of the Project and include a breakdown of the fees, general conditions and construction
contingency for the Project. Costs shall be adjusted to the projected bid date to take into
account anticipated\price escalation.
1.15 WORK: "Work" shall mean all labor, materials, equipment, supplies, tools, machinery,
utilities, services, methods, fabrication, transportation, insurance, bonds, permits and conditions
thereof, building code changes and government approvals, licenses, tests, quality assurance
and/or quality control inspections and related certifications, surveys, studies, and other items,
work _and services that are necessary, appropriate, or convenient to the performance by
Contractor of all duties and obligations proposed by the Contract Documents.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project, specifically described in the
Consultant Service Order.
2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant
Service Order signed by the City Manager or the Project Administrator. Consultant shall
countersign the Consultant Service Order upon receipt and return the signed copy to the City.
2.3 As it relates to the Services and the Project, Consultant warrants and represents to the
City that it is knowledgeable of and shall comply with all Applicable Laws. The Consultant
agrees to comply with all Applicable Laws, whether now in effect or as may be amended or
adopted from time to time, and shall further take into account all known pending changes to the
foregoing of which it should reasonably be aware.
2.4 The Consultant warrants and represents to the City that all of the Services required
under this Agreement shall be performed in accordance with the standard of care normally
exercised in comparable 'projects in'South Florida. Consultant warrants and represents to the
City that it is experienced, fully qualified, and properly licensed (pursuant to Applicable Laws) to
perform the Services. Consultant warrants and represents to the City that it is responsible for
the technical accuracy of the services.
2.5 The Consultant's Basic Services may consist of various tasks, including constructability
reviews, value engineering analysis to identify potential cost savings, technical specification
reviews, identify alternate construction means and methods, establish accurate project
scheduling, and establishing quality assurance/quality control guidelines, meet with the design
team and the City during the development of a project and participate in the review of bids or
proposals as needed, and Additional Services (as may be approved), all as further described in
the Consultant Service Order; and shall also include any and all of Consultant's responsibilities
and obligations with respect to the Project, as set forth in the General Conditions of the Contract
for Construction.
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Furthermore, Consultant is required, but not limited to:
• Provide detailed quantity take off of materials required to complete various projects in
accordance with Technical Specifications and design documents.
• Provide detailed estimate of labor and material costs in an Excel spreadsheet format
showing unit prices, based on past comparable unit costs specifically associated with the
South Florida Market
• Provide detailed constructability review with recommendations for alternate means and
methods of construction activities, value engineering, scheduling and construction
sequencing that will potentially reduce costs of the project.
• Provide a cost comparison to a recognized construction cost estimating service-adjusted
for South Florida construction. (RS Means or equivalent). The estimates will be
contained in a single spreadsheet showing cost comparisons individually tabulated.
• Identify any comparable projects, including completion dates that were used to develop
the construction cost estimate.
• Support City Staff and participate in the value engineering reviews with contractor.
• Support City Staff in the bidding and award phase of projects.
2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: No action or omission by City
shall waive or excuse Consultant's obligations under the Agreement and/or other Contract
Documents and that Consultant shall remain fully liable for all work performed by Consultant
including, without limitation, any errors or omissions. Written decisions and/or approvals issued
by the City shall not constitute nor be deemed a release of the responsibility and_liability of the
Consultant (or any Subconsultants), for the accuracy and competency of the Design Documents
and Construction Documents, nor shall any City approval and/or decisions be deemed to be an
assumption of such responsibility by the City for a defect, error or omission in the Design
Documents and the Construction Documents. Moreover, neither the City's inspection, review,
approval or acceptance of, nor payment for, any Services required under the Agreement shall`''
be construed to relieve the Consultant (or any Subconsultant) of its obligations and
responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the
Agreement, or of any cause of action arising out of the performance of the Agreement. The
Consultant shall be and remain liable to the City in accordance with Applicable Laws for all
damages to City caused by any failure of the Consultant or to comply with the terms and
conditions of the Agreement or by the Consultant's misconduct, unlawful acts, negligent acts,
errors or omissions in the performance of the Agreement.
2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in
this respect, the parties agree as follows:
2.7.1 Term: The term of this Agreement shall commence upon execution by the City
and Consultant, which shall be the Effective Date referred to on page 1 hereof, and shall
be in effect for three (3)years ("Initial Term"), plus two (2), one (1) year renewal options,
to be exercised at the sole discretion of the City Manager (Initial Term and any renewals
shall be collectively referred to as the "Term"). Notwithstanding the preceding Term,
Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the
Consultant Service Order, including the time for completion of the work and/or services
for such Project(as set forth in the particular Consultant Service Order).
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2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement, and the orderly
progress of the Work.
2.7.3 Recognizing that the construction of other projects within the City mayaffect
scheduling of the construction for the Project, the Consultant shall diligently coordinate
performance of the Services with the City (through the Project Administrator) in order to
provide for the safe, expeditious, economical and efficient completion of the Project,
without negatively impacting concurrent work by others. The Consultant shall coordinate
the Services with all of its Subconsultants, as well as other consultants, including,
without limitation, City provided consultants(if any).
2.7.4 The Services shall be performed in a manner that shall conform to the Consultant
Service Order. The Consultant may submit requests for an adjustment to the Consultant
Service Order completion time, if made necessary because of undue delays resulting
from untimely review taken by the City(or authorities having jurisdiction over the Project)
to approve the Consultant's submissions, or any other portion of the Services requiring
approval by the City (or other governmental authorities having jurisdiction over the
Project). Consultant shall immediately provide the Project Administrator with written
notice stating the reason for the particular delay; the requested adjustment (i.e.
extension) to the Project Schedule; and a revised anticipated schedule of completion.
Upon receipt and review of Consultant's request (and such other documentation as the
Project Administrator may require), the Project Administrator may grant a reasonable
extension of time for completion of the particular work involved, and authorize that the
appropriate adjustment be made to the Project Schedule. The Project Administrator's
approval (if granted) shall be in writing.
2.8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative
working relationship with the Project Administrator, Contractor, and any and all other individuals
and/or firms that have been contracted, or otherwise-retained, to perform work on the Project.
2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant
Service Order, in a competent, timely and professional manner, and shall be responsible to the
City for any failure in its performance, except to the extent that acts or omissions by the City
make such performance impossible.
2.10 The Consultant is responsible for the professional quality, technical accuracy,
completeness, performance and coordination of all Services required under the Agreement and
under the Consultant Service Order (including the services performed by Subconsultants),
within the specified time period and specified cost. The Consultant shall perform the Services
utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient
consulting with respect to the disciplines required for the performance of such Services in the
State of Florida. The Consultant is responsible for, and shall represent to City that the Services
conform to the City's requirements, the Contract Documents and all Applicable Laws. The
Consultant shall be and remain liable to the City for all damages to the City caused by the
Consultant's negligent acts or errors or omissions in the performance of the Services. In
addition to all other rights and remedies which the City may have, the Consultant shall, at its
expense, re-perform all or'any portion of the Services to correct any deficiencies which result
from the Consultant's failure to perform in accordance with the above standards. The Consultant
shall also be liable for the replacement or repair of any defective materials and equipment and
re-performance of any non-conforming construction work resulting from such deficient Services
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(i) for a period from the Effective Date of this Agreement, until twelve (12) months following ficial
acceptance of the Work, (ii) or for the period of design liability required by applicable law,
whichever is later. The Project Administrator shall notify the Consultant, in writing, of any
deficiencies and shall approve the method and timing of the corrections.
2.10.1 The Consultant shall be responsible for deficient, defective Services and any
resulting deficient, defective construction work re-performed within twelve (12) months
following final acceptance and shall be subject to further re-performance, repair and
replacement for twelve (12) months from the date of initial re-performance, not to exceed
twenty-four months (24)from final acceptance.
2.11 The City shall have the right, at any time, in its sole and absolute discretion, to submit for
review to other consultants (engaged by the City at its expense) any or all parts of the Services
and the Consultant shall fully cooperate in such review(s). Whenever others are required to
verify, review, or consider any Services performed by Consultant (including, without limitation,
contractors, other design professionals, and/or 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 projects; or which are inconsistent with
Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by
the City under this Agreement. Consultant will use reasonable care and skill, in accordance and
consistent with customary professional standards, in responding to items identified by other
reviewers in accordance with this subsection. Consultant shall receive comments from
reviewers, in writing, including;without limitation (and where'applicable), 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 defined to mean as soon as possible under the
circumstances, taking into account the timelines of the Project schedule.
2.11.1 The Consultant is advised that a performance evaluation of the Services
rendered throughout this Agreement will be completed by the City and kept in the City's
files for evaluation of future solicitations.
2.12 Consultant agrees that when any portion of the Services relates to a professional service
which, under Florida Statutes, requires a license, certificate of authorization, or other form of
legal entitlement to practice and/or perform such Service(s), it shall employ and/or retain only
qualified duly licensed certified personnel to provide same.
2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a
fully executed Consultant Service Order, a qualified licensed professional to serve as its project
manager (hereinafter referred to as the "Project Manager"). The Project Manager shall be
authorized and responsible to act on behalf of Consultant with respect to directing, coordinating
and administrating all aspects of the Services. Consultant's Project Manager (as well as any
replacement) shall be subject to the prior written approval of the City Manager or the Project
Administrator. Replacement(including reassignment) of an approved Project Manager shall not
be made without the prior written approval of the City Manager or his designee (i.e. the Project
Administrator).
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2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice
from the City Manager or the Project Administrator (which notice shall state the cause
therefore), to promptly remove and replace a Project Manager,;or any other personnel
employed or otherwise retained by Consultant for the Project ( including, without
limitation, any Subconsultants).
2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any
non-public information concerning the Services or the Project, without the prior written consent ,
of the City Manager or the Project Administrator, unless such disclosure is incident to the proper ,
performance of the Services; or the disclosure is required pursuant to Florida Public'Records
laws; or, in the course of judicial proceedings, where such information has been properly
subpoenaed. Consultant shall also require Subconsultants to comply with this subsection.
2.15 The City and Consultant acknowledge that the Services, as described in the Agreement
and the Consultant Service Order, do not delineate every detail and minor work task required to
be performed by Consultant to complete the work and/or services described and delineated
under a Consultant Service Order issued to Consultant by the City for a particular Project. If,
during the course of performing work, services and/or tasks on a particular Consultant Service
Order, Consultant determines that work and/or services should be performed (to complete the
Project delineated under such Order)which is, in the Consultant's reasonable opinion, outside
the level of effort originally anticipated in the Consultant Service Order, then Consultant shall
promptly notify the Project Administrator, in writing, and shall obtain the Project Administrator's
written consent before proceeding with such work and/or services. If Consultant proceeds with
any such additional work and/or services without obtaining the prior written consent of the
Project Administrator, said work and/or services shall be deemed to be a Basic Service under
this Agreement and shall also be deemed to be within the scope of services delineated in the
Consultant Service Order(whether or not specifically addressed in the Scope of Services).Mere
notice by Consultant to the Project Administrator shall not constitute authorization or approval
by the City to perform such work. Performance of any such,work and/or services by Consultant
without the prior written consent of the Project Administrator shall be undertaken at Consultant's
-sole risk and liability.
2.16 Consultant shall establish, maintain, and categorize any and all Project documents and
records pertinent to the Services and shall provide the City, upon request, with copies of any
and all such documents and/or records. In addition, Consultant shall provide electronic
document files to the City upon completion of the Project.
2.17 THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR PERFORM IN
ANY WAY THE CONSULTANT'S OBLIGATIONS UNDER THE AGREEMENT OR OTHER
CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR
ASSISTANCE TO THE CONSULTANT SHALL BE AT ITS SOLE DISCRETION AND SHALL
NOT, IN ANY WAY, BE CONSTRUED, INTERPRETED AND/OR CONSTITUTE AN
ASSUMPTION BY THE CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER OF
CONSULTANT'S OBLIGATIONS AND/OR EXCUSE ANY BREACH BY CONSULTANT OF
ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS. THE PARTICIPATION IN THE
PERFORMANCE OF ANY OF CONSULTANT'S OBLIGATIONS SHALL NOT PRECLUDE
THE CITY FROM DECLARING CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE
TO PERFORM SUCH OBLIGATION, NOR SHALL IT LIMIT, IN ANY WAY, THE CITY'S
RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE CONSULTANT EXPRESSLY
ACKNOWLEDGES AND AGREES NOT TO RAISE OR ASSERT AS DEFENSE TO ANY
CLAIM, ACTION, SUIT AND/OR OTHER PROCEEDING OF A SIMILAR NATURE, THE
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1
CITY'S PARTICIPATION, ASSISTANCE AND/OR FACILITATION IN THE PERFORMANCE
OF CONSULTANT'S OBLIGATIONS. INCLUDING, WITHOUT LIMITATION, ASSISTING
WITH OBTAINING PERMITS OR WITH COORDINATION WITH UTILITIES, OR OTHER
MATTERS RELATED TO THE PROJECT. IN THE EVENT OF;ANY CONFLICT BETWEEN
THIS SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER
CONTRACT DOCUMENTS, THIS SECTION SHALL GOVERN.
2.18 GREEN BUILDING STANDARDS: The Consultant'shall comply with the requirements
of Section 255.2575, Florida Statutes, and Chapter 100 of the City Code, as both may be
amended from time to time, addressing applicable Leadership in Energy and Environmental
Design (LEED) compliance requirements.
2.19 SUBCONSULTANTS: All services provided by Subconsultants shall be consistent with
those commitments made by the Consultant in its Proposal and during the competitive
solicitation selectionprocess and interview. Such services shall be undertaken and performed
pursuant to appropriate written agreements between the Consultant and the Subconsultants,
which shall contain provisions that preserve and protect the rights of the City under this
Agreement. Nothing contained in this Agreement shall create any contractual relationship
between the City and the Subconsultants.
The Consultant shall not retain, add, or replace any,Subconsultant without the prior written
approval of the City Manager, in response to a written request from the Consultant stating the
reasons for any proposed substitution. The Consultant shall cause the names of
Subconsultants responsible for significant portions of the Services to be inserted on the plans
and specifications.
The Consultant shall be ultimately responsible for ensuring the Consultant's and all of its
Subconsultants' compliance with the requirements of this Section and any other provision of the
Agreement and/or Consultant Service Order. With respect to the performance of work by
Subconsultants, the Consultant shall, in approving and accepting such work, ensure the
professional quality, completeness, and coordination of the Sub-consultant'slwork.
The Consultant shall, upon the request of the City, submit to the City such documentation and
information as the City reasonably requests to evidence the creation, standing, ownership and
professional licensure of the Consultant (and Subconsultants), including organizational
documents, operating agreements and professional licensure documentation, and copies of the
Consultant's contracts with the Subconsultant with respect to the Project. However, the City's
failure to request such documentation or evidence and/or failure to enforce in any way the terms
and provisions of this Section, the Agreement and/or any other Consultant Service Order during
the Project does not excuse, waive and/or condone in any way any noncompliance of the
requirements set forth therein including, without limitation, the professional licensure
requirements. Any approval of a Subconsultant by. the City shall in no way shift from the
Consultant to City the responsibility for the quality and acceptability of the services performed by
the Subconsultant. Payment of Subconsultants shall be the sole responsibility of the
Consultant, and shall not be cause for any increase in compensation to the Consultant for
payment of the Services.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City Manager shall designate a Project Administrator, who shall be the City's
authorized representative to act on City's behalf with respect to the City's responsibilities or
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matters requiring City's approval under the Contract Documents. The Project Administrator
shall be authorized (without limitation) to transmit instructions, receive information, and interpret
and define City policies and decisions with respect to the Services and the Project. The Project
Administrator shall have full authority to require the Consultant to comply with the Contract
Documents, provided, however, that any failure of the Project Administrator to identify any
noncompliance, or to specifically direct or require compliance,; shall in no way constitute a
waiver of, or excuse, the Consultant's obligation to comply with the requirements of the Contract
Documents.
3.2 The City shall make available to,Consultant, for the convenience of the Consultant only,
information that the-City has in its possession pertinent to the Project. Consultant hereby
agrees and acknowledges that, in making any such information available to Consultant, the City
makes no express or implied certification, warranty, and/or representation as to the accuracy or
completeness of such information and assumes no responsibility whatsoever with respect to,
the sufficiency, completeness or accuracy of such information. The Consultant understands,
and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems
necessary all information furnished by the City, and that it is solely responsible for the accuracy
and applicability of all such information used by Consultant. Such verification shall include,
without limitation, visual examination of existing conditions in all locations encompassed by the
Project, where such examination can be made without using destructive measures (i.e.
excavation or demolition). Survey information shall be spot checked to the extent that
Consultant has satisfied itself as to the reliability of the information.
3.3 At any time, in his/her sole discretion, the City Manager may furnish accounting, and
insurance counseling services for the Project (including, without limitation, auditing services to
' verify the Consultant's applications for payment, or to ascertain that Consultant has-properly
remitted payment due to its Subconsultants or vendors).
3.4 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, through the Project Administrator,
shall give prompt written notice thereof to the Consultant.
• 3.5 The, City, acting in its proprietary capacity as Owner and -not in its regulatory capacity,
shall render any administrative approvals and decisions required under this Agreement, in
writing, as reasonably expeditious for the orderly progress of the Services and of the Work.
3.6 The City Commission shall be the final authority to do or to approve the following
actions or conduct, by passage of an enabling resolution or amendment to this Agreement:
3.6.1 Except where otherwise expressly noted in the Agreement or the Contract
Documents, the City Commission shall be the body to consider, comment.upon, or
approve any amendments or modifications to this Agreement.
3.6.2 The City Commission shall be the body to consider, comment upon, or approve
any assignment, sale, transfer or subletting of this Agreement. Assignment and transfer
shall be defined to also include sale of the majority of the stock of a corporate
consultant.
3.6.3 The City Commission shall approve or consider all Contract Amendments that
exceed the sum of fifty thousand dollars ($50,000.00) (or other such amount as may be
specified by the City of Miami Beach Procurement Ordinance, as amended).
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3.7 Except where otherwise expressly noted in this Agreement, the City Manager shall serve
as the City's primary representative to whom administrative (proprietary) requests for decisions
and approvals required hereunder by the City shall be made. Except where otherwise expressly
noted in this Agreement or the Contract Documents, the City Manager shall issue decisions
and authorizations which may include, without limitation, proprietary review, approval, or
comment upon the schedules, plans, reports, estimates, contracts, and other documents
submitted to the City by Consultant.
3.7.1 The City Manager shall have prior review and approval of the Project Manager
(and any replacements)and of any'Subconsultants (and any replacements).
3.7.2 The City Manager shall decide, and render administrative (proprietary) decisions
on matters arising pursuant to this Agreement which are not otherwise expressly
provided for in this Agreement. In his/her discretion, the City Manager may also consult
with the City Commission on such matters.
3.7.3 At the request of Consultant, the City Manager shall be authorized, but not
required, to reallocate monies already budgeted toward payment of the Consultant;
provided, however, that the Consultant's compensation (or other budgets established by
this Agreement) may not be increased without the prior approval of the City Commission,
which approval (if granted at all) shall be in its sole and reasonable discretion.
3.7.4 The City Manager may approve Contract Amendments which do not exceed the
sum of fifty thousand dollars ($50,000.00) (or other such amount as may be specified by
the City of Miami Beach Purchasing Ordinance, as amended); provided that no such
amendments increase any of the budgets established by this Agreement.
3.7.5 The City Manager may, in his/her sole discretion, form a committee or
committees, or inquire of, or consult with, persons for the purpose of receiving advice
and recommendations relating to the exercise of the City's powers, duties, and
responsibilities under this Agreement or the Contract Documents.
3.7.6 The City Manager shall be the City Commission's authorized representative with
regard to acting on behalf of the City in the event of issuing any default notice(s) under
this Agreement, and, should such default remain uncured, in terminating the Agreement
(pursuant to and in accordance with Article 10 hereof).
3.8 The City's review, evaluation, or comment as to any documents prepared by or on behalf
of the Consultant shall be solely for the purpose of the City's determining for its own satisfaction
the suitability of the Project, or portions thereof, detailed in such documents for the purposes
intended therefor by the City, and may not be relied upon in any way by the Consultant or any
other third party as a substantive review thereof.
' ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The City shall establish a Construction Cost Budget for the Project, as set forth in the
Consultant Service Order. Consultant shall design the Project so that the Construction Cost
Budget for the Project is not exceeded. As part of the,Basic Services, Consultant shall design
and/or re-design the Project to the Construction Cost Budget in accordance with this Article 4,
making all revisions necessary to maintain the Construction Cost Budget. Consultant shall
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attend meetings with the City to review and discuss cost estimates, cost-saving alternatives,
and implementation or revision of the Design Documents and Construction Documents to
address such items, as necessary to meet the established budget parameters set forth in the
City Construction Budget.
4.2. Consultant shall provide and/or update the Statement of Probable Construction Cost at
each stage of completion of the Design Documents and at completion of the Construction
Documents, unless otherwise specified in the Consultant Service Order or other written directive
of the Project Administrator.
4.2.1. At completion of the conceptual design (at such stage of completion of the
Design Documents as may be specified by the Project Administrator), Consultant shall provide
the City a Statement of Probable Construction Cost, which must include an estimated
Construction Cost for the Project within a range of plus or minus fifteen percent(+1-15%) of the
Construction Cost Budget. If at the foregoing stage of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than fifteen
percent (15%), then the Project Administrator shall provide notice thereof to the Consultant.
Consultant shall then identify the cause(s) for the difference and recommend in writing for the
City's approval any modification in the Design Documents necessary to conform the
Consultant's estimated total costs in the Statement of Probable Construction Cost to within
fifteen percent (15%) of the City's Construction Budget. Upon obtaining City's approval of any
proposed modifications, Consultant shall incorporate such modifications within the Design
Documents as part of the Basic Services and at no additional cost to the City.
4.2.2. At the 30% and 60% completion of the Design Documents, Consultant 'shall
update its Statement of Probable Construction Cost, which must include an estimated
Construction Cost for the Project within a range of plus or minus ten percent (+1-10%) of the
Construction Cost Budget. If at the foregoing stages of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than ten percent
(10%), the Project Administrator shall provide notice thereof to the Consultant. Consultant shall
then identify the cause(s)for the difference and recommend in writing for the City's approval any
modification in the Design Documents necessary to conform the Consultant's.estimated total
costs in the Statement of'Probable Construction Cost to within ten percent (10%) of the City's
Construction Budget. Upon obtaining City's approval of any proposed modifications, Consultant
shall incorporate such modifications within the Design Documents as part of the Basic Services
and at no additional cost to the City.
4.2.3. At the 90% stage completion of'the Design Documents and at completion of the
Construction Documents, Consultant shall update its Statement of Probable Construction Cost,
which must include an estimated Construction Cost for the Project within a range of plus or
minus five percent (+1-5%) of the Construction Cost Budget. If at the foregoing stages of design
the Consultant's Statement of Probable Construction Cost exceeds the City's Construction
Budget by more than five percent (5%), the Project Administrator shall provide notice thereof to
the Consultant. Consultant shall then identify the cause(s) for the difference and recommend in
writing for the City's approval any modification in the Design Documents necessary to conform
the Consultant's estimated total costs in the Statement of Probable Construction Cost to within
five percent (5%) of the City's Construction Budget. Upon obtaining the City's approval,
Consultant shall promptly modify the Design Documents or Construction Documents within the
time period specified by the Project Administrator (which time period for completion shall not
exceed ninety (90) days from the date Consultant is notified to re-design), as part of the Basic
Services and at no additional cost to the-City.
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4.2.4.' To ensure that the Construction Cost shall not exceed the City's Construction
Budget, each Statement of Probable Construction Cost shall be in sufficient detail to identify the
costs of each element and include a breakdown of the fees, general conditions and a
reasonable and appropriate construction contingency.
4.3. Consultant shall certify and warrant /to the City that the Statement of Probable
Construction Cost and any update thereto, represents Consultant's best judgment of the
Construction Cost for the Project as an experienced design professional familiar with the
construction industry, provided, however, that Consultant cannot (and does not) guarantee that
bids or negotiated prices will not vary from any estimates of Construction Cost or other cost
evaluation(s) prepared (or otherwise provided) by Consultant.
4.4 If the lowest andibest Base Bid exceeds the Consultant's final updated Statement of
Probable Cost by more than ten percent (10%), the Project Administrator shall provide notice
thereof to the Consultant, and the Consultant shall re-design the Project within the Project
Scope, construction schedule, sequence of Work, or such other action, as deemed necessary,
to reduce the Statement of Probable Construction Cost, and Consultant shall provide any
required revisions to the Contract Documents (including, without limitation, the Construction
Documents) within the time period specified by the Project Administrator (which time period for
completion shall not exceed ninety (90) days from the date Consultant is notified to re-design),
and shall provide re-bidding services, as many times assmay be reasonably requested by the
City, as part of the Basic Services and at no additional cost to the City, in order to bring any
resulting, responsive and responsible bids within ten percent (10%) of the Consultant's final
updated Statement of Probable Cost.
4.5. The ' Construction Cost Budget shall not be exceeded without fully justifiable,
extraordinary, and unforeseen circumstances (such as Force Majeure) which are beyond the
control of the parties. Any expenditure above this amount shall be subject to prior City
Commission approval which, if granted at all, shall be at the sole and reasonable discretion of
the City Commission. The City Commission shall have no obligation to approve an increase in
the Construction Cost Budget and, if such Construction Cost Budget is exceeded, the City
Commission may, at its sole and absolute discretion, terminate this Agreement (and the
remaining Services)without any further liability to the City.
4.6. The City Commission may, at its sole and absolute discretion, and without relieving
Consultant of its obligations under this Agreement to design the Project to the Construction Cost
Budget as set forth in Sections 4.1 through 4.5 above, separately elect any of the following
options: (1) approve an increase to the Construction Cost Budget; (2) reject all bids, and (at its
option) authorize rebidding of the Project; (3) abandon the Project and terminate the remaining
Services without any further liability to the City; (4) select as many deductive alternatives as
may be necessary to bring the lowest and best bid within the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Administrator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall
contain a description of the Additional Services required; a lump sum to be negotiated at the
time of the request for additional services or,an hourly fee (in accordance with the rates in
Schedule "B" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a
"Not to Exceed" amount; the amended. Construction Cost Budget (if applicable); the time
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required to complete the Additional Services; and an amended Project Schedule (if applicable).
"Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of
Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant
shall not exceed without further written authorization of the Project Administrator. The "Not to
Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the
case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable
through time sheets (and, for Reimbursables, expense reviews).
5.2 Additional Services include the following:
5.2.1 Appraisals: Investigation and creation of detailed appraisals and valuations of
existing facilities, and surveys or inventories in connection with construction performed
by City.
5.2.2. Unforeseen Conditions. Providing additional work relative to the Project which
arises from subsequent circumstances and causes which could not reasonably have
been foreseen at the time of the Consultant Service Order (excluding conditions
determined by all prior studies available to Consultant and excluding circumstances and
causes resulting from error, omission, inadvertence, or negligence of Consultant).
5.2.3. City-Requested Revisions to Construction Documents: Making revisions to
Construction Documents resulting in or from City-requested changes in Scope of Work
involving new program elements, when such revisions are inconsistent with written
approvals or instructions previously given by City and/or are due to causes beyond the
control of Consultant.
5.2.4 Expert Witness: Except insofar as the Consultant is required by legal process or
subpoena to appear and give testimony, preparing to serve or serving as an expert
witness in connection with any state or federal court action to which the Consultant is not
a party in its own name, that is not instituted by the Consultant or in which the
performance of the Consultant is not in issue.
5.2.5 Procurement: Assistance in connection with bid protests, re-bidding, or re-
negotiating contracts (except for Contract Document revisions and re-bidding services
required under Section 4.4 hereof, which shall be provided at no additional cost to City).
5.2.6. Models: Preparing professional perspectives, models or renderings in addition to
those provided for in this Agreement except insofar as these are otherwise useful or
necessary to the Consultant in the provision of Basic Services.
5.2.7. Threshold Inspection/Material Testing and Inspection: Providing threshold
inspection services and material testing/special inspection services, provided that
Consultant, as part of the Basic Services, shall report on the progress the Work,
including any defects and deficiencies that may be observed in the Work.
5.2.8 Pre-Design Surveys & Testing: Environmental investigations and site
evaluations, provided, however, that surveys of the existing structure required to
complete as-built documentation are not additional services.
5.2.9 Geotechnical engineering: Providing geotechnical engineering services or site
surveys.
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Except as specified herein, services that are required for completion of the Construction
Documents shall be part of Consultant's Basic Services.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses must be authorized, in advance, in writing, by the Project
Administrator. Invoices or vouchers for Reimbursable Expenses shall be submitted to the
Project Administrator (along with any supporting receipts and other back-up material requested
by the Project Administrator). Consultant shall certify as to each such invoice and/or voucher
that the amounts and items claimed as reimbursable are "true and correct and in accordance
with the Agreement." Reimbursable Expenses may include, but not be limited to, the following:
Cost of reproduction, courier, and postage and handling of drawings, plans,
specifications, and other Project documents (excluding reproductions for'the office use
of the Consultant and its Subconsultants, and courier, postage and handling costs
between the Consultant and its Subconsultants).
Costs for reproduction and preparation of graphics for community workshops.
Permit fees required by City of Miami Beach'regulatory bodies having jurisdiction over
the Project(i.e. City permit fees).
• ARTICLE 7. COMPENSATION FOR SERVICES
7.1 Consultant's "Lump Sum" or"Not to Exceed"fee for provision of the Services, or portions
thereof, as may be set forth and described in the Consultant Service Order issued for a
particular Project, shall be negotiated between the City and Consultant, and shall be set forth in
the Consultant Service Order.
7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and
approval of an acceptable invoice by the Project Administrator. Payments shall be made in
proportion to the Services satisfactorily performed, so that the payments for Services never
exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted
with each invoice). No mark-up shall be allowed on subcontracted work. In addition to the
invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the
percentage of completion of the Project and the total estimated fee to completion.
7.3 Approved Additional Services shall be compensated in accordance with the hourly rates
set forth in Schedule"B," attached hereto. Any request for payment of Additional Services shall
be included with a Consultant payment request. No mark-up shall be allowed on Additional
Services (whether sub-contracted or not).
7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up
to the "Not to Exceed" Reimbursable allowance amount in the Consultant Service Order hereto.
Any request for payment of Reimbursable Expenses shall also be included with Consultant's
payment request. No mark-up shall be allowed on Reimbursable Expenses.
7.5 ESCALATION: The initial hourly rates shall remain constant for the Initial Term of the
agreement. Ninety (90) days prior to expiration of the Initial Term, the City may consider an
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adjustment to the preceding year's unit costs for the subsequent year. Only request for
increases based on a corresponding increase in the Consumer Price Index for All Urban
Consumers; U.S. City average (1982-84=100), as established by the United States Bureau of
Labor Statistics ("CPI"), or material adjustments to the scope or requirements of the RFQ by the
City, including (but not limited to) living wage increases, will be considered. In the event that the
City determines that the requested increase is unsubstantiated, the Consultant agrees to
perform all duties at the current cost terms.
7.6 No retainage shall be made from the Consultant's compensation on account of sums
withheld by the City on payments to Contractor.
7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project
Administrator in a timely manner, but no more than once on a monthly basis. Invoices shall
identify the nature and extent of the work performed; the total hours of work performed by
employee category; and the respective hourly billing rate associated therewith. In the event
Subconsultant work is used, the percentage of completion shall be identified. Invoices shall
• also itemize and summarize any Additional Services and/or Reimbursable Expenses. A copy of
the written approval of,the Project Administrator for the requested Additional Service(s) or
Reimbursable Expense(s) shall accompany the invoice.
7.7.1 If requested, Consultant shall provide back-up for past and current invoices that
records hours for all work (by employee category), and cost itemizations for
Reimbursable Expenses (by category).
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS
8.1 All books, records (whether financial or otherwise), correspondence, technical
documents, and any other records or documents related to the Services and/or Project will be
available for examination and audit by the City Manager, or his/her authorized representatives,
at Consultant's office (at the address designated in Article 1.5 ["Notices"]), during customary ,
business hours. All such records shall be kept at least for a period of three (3) years after
Consultant's completion of the Services. Incomplete or incorrect entries in such records and
accounts relating personnel services and expenses may be grounds for City's disallowance of
any fees or expenses based upon such entries. Consultant shall also bind its Subconsultants to
the requirements of this Article and ensure compliance therewith
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS
9.1 - All notes, correspondence, documents, plans and specifications, designs, drawings,
renderings, calculations, specifications, models, photographs, reports, surveys, investigations,
and any other documents (whether completed or partially completed) and copyrights thereto for
Services performed or produced in the performance of this Agreement, or related to the Project,
whether in its native electronic form, paper or other hard copy medium or in electronic medium,
except with respect to copyrighted standard details and designs owned by the Consultant or
owned by a third party and licensed to the Consultant for use and reproduction, shall become
the property of the City. Consultant shall deliver all such documents to the Project Administrator
in their native electronic form, as required in the Consultant Service Order within thirty (30) days
of completion of the Services (or within thirty(30)days of expiration or earlier termination of this
Agreement as the case may 'be). However,.the City may grant an exclusive license of the
copyright to the Consultant for reusing and reproducing copyrighted materials or portions
21
thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant
shall not disclose,-release, or make available any document to any third party without prior
written approval from the City Manager. The Consultant shall warrant to the City that it has
been granted a license to use and reproduce any standard details and designs owned by a third
party and used or reproduced by the Consultant in the performance of this Agreement. Nothing
contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes.
9.2 The Consultant is permitted to reproduce copyrighted material described above subject
to prior written approval of the City Manager.
9.3 At the City's option, the Consultant may be authorized, as an Additional Service, to
adapt copyrighted material for additional or other work for the City; however, payment to the
Consultant for such adaptations will be limited to an amount not greater than 50% of the original
fee earned to adapt the original copyrightedmaterial to a new site.
9.4 The City shall have the right to modify the Project or any components thereof without
permission from the Consultant or without any additional compensation to the Consultant. The
Consultant shall be released from any liability resulting from such modification.
9.5 The Consultant shall bind all Subconsultants to the Agreement requirements for re-use
of plans and specifications.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is
subject to the appropriation of funds by its legislative body in an amount sufficient to allow
continuation of its performance in accordance with the terms and conditions of this Agreement.
In the event there is a lack of adequate funding either for the Services or the Project (or both),
the City may terminate this Agreement without further liability to the City.
10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this
Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1)
violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays
the performance of the Services or any portion thereof; or(3) does not perform the Services or
any portion thereof in a timely and satisfactory manner. In the case of termination for cause by
the City, the Consultant shall first be granted a thirty (30) day cure period (commencing upon
receipt of the initial written notice of default from the City).
10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its
sole option and discretion, may take over the remaining Services and complete them by
contracting with another consultant(s), or otherwise. The Consultant shall be liable to the
City for any additional cost(s) incurred by the City due to such termination. "Additional
Cost" is defined as the difference between the actual cost of completion of the Services,
and the cost of completion of such Services had the Agreement not been terminated.
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10.2.2 In the event of termination for cause by the City, the City shall only be obligated
to pay Consultant for those Services satisfactorily performed and accepted prior to the
date of termination (as such date is set forth in, or can be calculated from, the City's
initial written default notice). Upon payment of any amount which may be due to
Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to
Consultant.
10.2.3 As a condition precedent to release of any payment which may be due to
Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver
to the Project Administrator any and all Project documents prepared (or caused to be
prepared) by Consultant(including, without limitation, those referenced in subsection 9.1
hereof). The City shall not be responsible for any cost incurred by Consultant for
assembly, copy, and/or delivery of Project documents pursuant to this subsection.
10.3 TERMINATION FOR CONVENIENCE: 'In addition to the City's right to terminate for
cause, the City through the City Manager, may also terminate this Agreement, upon fourteen
(14)days prior written notice to.Consultant, for convenience, without cause, and without penalty,
when (in its sole discretion) it deems such termination to be in the best interest of the City. In
the event the City terminates the Agreement for convenience, Consultant shall be compensated
for all Services satisfactorily performed and accepted up to the termination date (as set forth in
the City's written notice), and for Consultant's costs in assembly and delivery to the Project
Administrator of the Project documents (referenced in subsection 10.2.3 above). Upon payment
' of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall
have no further liability to Consultant.
10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement
• forcause, upon thirty(30) days prior written notice to the City, in the event that the City willfully
violates any provisions of this Agreement or unreasonably delays payment of the Services or
any portion thereof. In the event of a termination for cause by Consultant, the .City shall pay
Consultant for any Services satisfactorily performed and accepted up to the date of termination;
provided, however, that the City shall first be granted a thirty(30) day cure period (commencing
upon receipt of Consultant's initial written notice).
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience.
10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for
cause or for convenience), the Consultant shall immediately, upon receipt of the City's written
notice of termination: (1) stop the performance of Services; (2) place no further orders or issue
any other subcontracts, except for those which may have already been approved, in writing, by
the Project Administrator; (3) terminate all existing orders and subcontracts; and (4) promptly
assemble all Project documents (for delivery to the Project Administrator).
ARTICLE 11. INSURANCE
11.1 At all times during the Term of this Agreement, Consultant shall maintain the following
required insurance coverage in full force and effect. The Consultant shall not commence any.
work until satisfactory proof of all required insurance coverage has been furnished to the Project
Administrator:
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(a) Workers' Compensation and Employer's Liability per the Statutory limits of the
State of Florida.
(b) Commercial General Liability on a comprehensive basis in an amount not less
than $1,000,000 combined single limit per occurrence for bodily injury and
property damage. "City of Miami Beach" must be shown as an additional insured
with respect to this coverage.
(c) Automobile Liability Insurance covering all owned, non-owned and hired vehicles
used in connection with the work, in an amount not less than $500,000 combined
single limit per occurrence for bodily injury and property damage.
(d) Professional Liability Insurance in an amount not less than $1,000,000 with the
deductible per claim, if any, not to exceed 10% of the limit of liability.
11.2 The City must be named as and additional insured on the liability policies; and it must be
stated on the certificate.
11.3 The Consultant must give the Project Administrator at least thirty (30) days prior written
notice of cancellation or of substantial modifications in any required insurance coverage.All
certificates and endorsements shall contain this requirement.
11.4 The insurance must be furnished by an insurance company rated A:V or better, or its
equivalent, according to Bests' Guide Rating Book, and by insurance companies duly
authorized to do business in the State of Florida, and countersigned by the company's Florida
resident agent.
11.5 Consultant shall provide the Project Administrator with a certificate of insurance of all
required insurance policies. The City reserves the right to require a certified copy of such
policies, upon written request to Consultant.
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS
12.1 To the fullest extent permitted by Section 725.08, Florida Statutes, the Consultant shall
indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of
• the Consultant and other persons employed or utilized by the Consultant in the performance of
this Agreement. ,
The Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's
fees which may issue thereon. Consultant expressly, understands and agrees that any
insurance protection required by this Agreement or otherwise provided by Consultant shall in no
way limit its responsibility to indemnify, keep, and save harmless and defend the City or its
officers, employees, agents, and instrumentalities as herein provided.
12.2 The Consultant agrees and recognizes that the City shall not be held liable or
responsible for any claims which may result from any negligent, reckless, or intentionally
wrongful actions, errors or omissions of the Consultant in which the City participated either
through review or concurrence of the Consultant's actions: In reviewing, approving or rejecting
any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes
24
or shares any responsibility or liability of the Consultant (including, without limitation its
Subconsultants and/or any registered professionals (architects and/or engineers) under this
Agreement).
ARTICLE 13. ERRORS AND OMISSIONS
13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes
categorized by the City as caused by an error, an omission, or any combination thereof in the
Contract Documents that were prepared by the Consultant will constitute an additional cost to
the City that would not have been incurred without the error. The damages to the City for
errors, omissions or any combinations thereof shall be calculated as the total cost of any
damages or incremental costs to the City resulting out of the errors or omissions by the
Consultant, including, without limitation, the direct, indirect and/or consequential damages
resulting from the Consultant's errors and/or omissions or any combination thereof.
Damages shall include delay damages caused by the error, omission, or any combination
thereof. Should the Consultant disagree that all or part of such damages are the result of
errors, omissions, or any combination thereof, the Consultant may appeal this determination, in
writing, to the applicable Assistant City Manager. The Project Administrator's decision on all
claims, questions and disputes shall be final, conclusive and binding upon the parties hereto
unless such determination is clearly arbitrary or unreasonable. In the event that the Consultant
does not agree with the decision of the Project Administrator, the Consultant shall present any
such objections, in writing, to the City Manager. The Project Administrator and the Consultant
shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of
any party's right to proceed in a court of competent jurisdiction after the above administrative
remedies have been exhausted.
ARTICLE 14. LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on its
liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the "not to exceed" amount of
the fee paid to Consultant under this Agreement, less any amount(s) actually paid to Consultant
hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with
Consultant's recovery from the City for any damages for action for breach of contract to be
limited to Consultant's "not to exceed" fee under this Agreement, less any amount(s) actually
paid by the City to the Consultant hereunder.
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 "not to exceed
amount" of Consultant's fees under this,Agreement, which amount shall be reduced by any
amount(s) actually paid by the City to Consultant hereunder.
Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to
be a waiver of the,limitation placed upon City's liability, as set forth in Section 768.28, Florida
Statutes.
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ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jimmy L. Morales, City Manager
With a copy to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Eric T. Carpenter, Assistant City Manager
All written notices given to the Consultant from the City shall be addressed to:
Keith and Schnars, P.A.
10305 N.W. 41'Street, Suite 112
Doral, FL. 33178
Attn: Mark J. Moshier, P.E.
Tel: (954) 776-1616
Toll free: 800-488-1255
Fax: (954) 771-7690
Email: mmoshier@ksfla.com
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified
mail, return receipt requested.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
because of race, color, national origin, religion, sex, gender identity, sexual orientation,
disability, marital or familial status, or age, and will take affirmative steps to ensure that
applicants are employed and employees are treated during employment without regard to race,
color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or
familial status, or age.
16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act
(Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been
26
placed on the convicted vendor list following a conviction for a public entity crime may not
submit a bid on a contract to provide any goods or services to the City, may not submit a bid on
a contract with the City for the construction or repair of a public building or public work, may not
bid on leases of real property to the City, may not be awarded or perform work as a contractor,
supplier, subcontractor, or subconsultant under a contract with the City, and may not transact
business with the City in excess of the threshold amount provided in Section 287.017, Florida
' Statutes, for Category Two, for a period of 36 months from the date of being placed on the
convicted vendor list. For violation of this subsection by Consultant, City shall have the right to
terminate the Agreement without any liability to City, and pursue debarment of Consultant
16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Consultant, to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person, company,
corporation, individual or firm, other than a bona fide employee working solely for Consultant,.
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from
the award or making of this Agreement. For the breach'or violation of this subsection, City shall
have the right to terminate the Agreement, without any liability or, at its discretion, to deduct
from the contract price (or otherwise recover) the full amount of such fee, commission,
percentage, gift, or consideration.
16.5 LAWS AND REGULATIONS:
1 \
16.5.1 The Consultant shall, during the Term of this Agreement, be governed by all
Applicable Laws which may have a bearing on the Services involved in the
Project.
16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida
Statutes, entitled "Inspection, Examination, and Duplication of Records;
Exemptions," all building plans, blueprints, schematic drawings, and diagrams,
including draft, preliminary, and final formats, are exempt from the provisions of
Section 119.07(1), Florida Statutes (inspection and copying of public records),
and s. 24(a), Article I of the State Constitution. Information made exempt by this
paragraph, with prior written approval from the City Manager, may be disclosed
to another entity to perform its duties and responsibilities; to a licensed architect,
engineer, or contractor who is performing work on or related to the Project; or
upon a showing of good cause before a court of competent jurisdiction. The
entities or persons receiving such information shall maintain the exempt status of
the information.
16.5.2.1 In addition to the requirements in this subsection 16.5.2, the
Consultant agrees to\abide by all applicable Federal, State, and City
procedures, as may be amended from time to time, by which the
documents are handled, copied, and distributed which may include,
but is not limited to, each employee of Consultant and Subconsultants
that will be involved in the Project being required to sign an
agreement stating that they will not copy, duplicate, or distribute the
documents unless authorized by the City Manager, in writing.
16.5.2.2 The Consultant and its Subconsultants agree in writing that the
Project documents are to be kept and maintained in a secure location.
27
16.5.2.3 Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
16.5.2.4 A log is developed to track each set of documents logging in the date,
time, and name of the individual(s) that work on or view:: the
documents.
16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without
added compensation, all necessary supplemental documents to correct errors, omissions,
and/or ambiguities which may exist in the Contract Documents prepared by Consultant,
including documents prepared by its Subconsultants. Compliance with this subsection shall not
be construed to relieve the Consultant from any liability resulting from any such errors,
omissions, and/or ambiguities in the Contract Documents and other documents or Services
related thereto.
16.7 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to
any other person, firm, association or corporation, in whole or in part, without the prior written
consent of the City Commission, which consent, if given at all, shall be at the Commission's sole
option and discretion. However, the Consultant will be permitted to cause portions of the
Services to be performed by Subconsultants, subject to the prior written approval of the City
Manager.
16.8 SUCCESSORS AND ASSIGNS: The Consultant and the City each binds
himself/herself, his/her partners, successors, legal representatives and assigns to the other
• party of the Agreement and to the partners, successors, legal representatives, and assigns of
such party in respect to all covenants of this Agreement. The Consultant shall afford the City
(through the City Commission) the opportunity to approve or reject all proposed assignees,
successors or other changes in the ownership structure and composition of the Consultant.
Failure to do so constitutes a breach of this Agreement by the Consultant. '
16.9 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance
of the Services prescribed herein, it shall be the responsibility of the Consultant to provide all
salaries, wages, materials, equipment, Subconsultants, and other purchased services, etc., as
necessary to complete said Services.
16.10 INTENT OF AGREEMENT:
16.10.1 The intent of the Agreement is for the Consultant to provide design and
other services, and to include all necessary items for the proper completion of such
services fora fully functional Project which, when constructed in accordance with the
design, will be able to be used by the City for its intended purpose. The Consultant shall
perform, as Basic Services, such incidental work which, may-not be specifically
referenced, as necessary to complete the Project.
16.10.2 This Agreement is for the benefit of the parties only and it does not grant
rights to a third party beneficiary, to any person, nor does it authorize anyone not a party
to the Agreement to maintain a suit for personal injuries, professional liability, or property
damage pursuant to the terms or provisions of the Agreement.
28
•
, 16.10.3 No acceptance, order, payment, or certificate of or by the City, or its
employees or agents, shall either stop the City from asserting any rights or operate as a
waiver of any provisions hereof or of any power or right herein reserved to the City or of
any rights to damages herein provided.
16.11 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements, or understandings applicable to the matters contained herein; and
the parties agree that there are no commitments, agreements, or understandings concerning
the subject matter of this Agreement that are not contained in this document. Accordingly, the
parties agree that no deviation from the terms hereof shall be predicated upon any prior
representations or agreements whether oral or written. It is further agreed that no modification,
amendment or alteration in the terms or conditions contained herein shall be effective unless
memorialized in written document approval and executed with the same formality and of equal
dignity herewith.
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed
in their namesby their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attes /
CITY OF MIAMI. : A
AWAWi �
CIT/' CLER — �> e #A OR .
d /
Attest !, ' �:, A D SCHNARS, P.A.
*
J' .' .,,4o t��, ' - G i
Signature/ 'etary RAT‘s..i••• ."'re/-resi• •t
M�t& J . t \oS 2 r • u •......: �� �dn e/ A/41-AX --)
4
Print Name '' ,
►�_, int Na e
MOM.. W-14'
APPROVED AS TO
FORM &LANGUAGE
&FOR EXECUTION
City Attorney Date
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29
SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
KEITH AND SCHNARS, P.A.
CONSULTANT SERVICE ORDER
Service Order No. for Consulting Services.
TO: Keith and Schnars, P.A.
10305 N.W.41st Street,Suite 112
Doral, FL. 33178
PROJECT NAME:
DATE:
Pursuant to the agreement between the City of Miami Beach and Consultant for
PROFESSIONAL CONSTRUCTABILITY, COST AND VALUE ENGINEERING REVIEW
SERVICES ON AN "AS-NEEDED" BASIS (RFQ 2015-160-YG) you are directed to provide the
following services:
SCOPE OF SERVICES:
Per attached proposal dated , to be considered part of this Agreement.
Estimated calendar days to complete this work: Days
Original Service Order Amount: $
Total From Previous Additional Service Orders: $
Fee for this Service Order is Lump Sum/Not to Exceed amount $
of:
Total Agreement to Date: $
City's Project Date
,Coordinator/Manager
Assistant Director Date Consultant. Date
Project Administrator-Director Date
30
SCHEDULE B
•
CONSULTANT COMPENSATION
Schedule of Payments
CONSTRUCTABILITY, COST, AND VALUE ENGINEERING REVIEW SEVICES
Project Name and No: ,,,
Scope of Services:
Fee for this Service Order:
•
Note: These services will be paid lump sum based on percentage of work complete as identified
in the Consultant Service Order.
31
HOURLY BILLING RATE SCHEDULE
CATEGORIES .;HOURLY RATES
Project Principal $ 155.00
Project Manager $ 133.00
Senior Cost Estimator $ 107.00
Cost Estimator $ 75.00
Senior Scheduler $ 95.00
Scheduler $ 65.00
Value Engineering Specialist $ 133.00
Senior Construction Manager $ 105.00
Construction Manager $ 95.00
Senior Claims Specialist $ 125.00
Senior Civil Engineer S 125.00
Civil Engineer . $ 105.00
Senoir Mechanical Engineer $ 125.00
Mechanical Engineer $ 105.00
Senior Electrical Engineer $ 125.00
Electrical Engineer $ 105.00
Traffic Engineer S 105.00
Senior Architect S 125.00
Architect $ 105.00
Senior Computer Specialist $ 100.00
Computer Specialist $ 85.00
Documents Control Specialist $ 55.00
Senior CAD Technician $ 65.00
CAD Technician $ 55.00
Clerical/Administrative $ 35.00
32
SCHEDULE C
APPROVED SUBCONSULTANTS
Discipline:
Constructability, Cost, and Value Engineering Review Services.
EJM Services, LLC.
33
EXHIBIT C
AGREEMENT
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
KEITH & SCHNARS PA
FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR CAPITAL
RENEWAL AND REPLACEMENT PROJECTS PURSUANT TO REQUEST FOR
QUALIFICATIONS NO.2018-141-ND
�. DISCIPLINE:
ARCHITECTURE-LANSCAPE
RESOLUTION NO. 2018-30534
1
TABLE OF CONTENTS
DESCRIPTION PAGE
ARTICLE 1. DEFINITIONS 4
ARTICLE 2. BASIC SERVICES 9
ARTICLE 3. THE CITY'S RESPONSIBILITIES 14
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 16
ARTICLE 5. ADDITIONAL SERVICES 18
ARTICLE 6. REIMBURSABLE EXPENSES 19
ARTICLE 7. COMPENSATION FOR SERVICES 20
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 21
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
ARTICLE 11. INSURANCE 23
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS 24
ARTICLE 13. ERRORS AND OMISSIONS 24
ARTICLE 14. LIMITATION OF LIABILITY 25
ARTICLE 15. NOTICE 25
ARTICLE 16. MISCELLANEOUS PROVISIONS 26
2
SCHEDULES:
SCHEDULE A Consultant Service Order 30
SCHEDULE B Consultant Compensation - 31
SCHEDULE C Hourly Billing Rate Schedule 32
SCHEDULE D Approved Subconsultants 33
ATTACHMENTS:
ATTACHMENT A Resolution &Commission Memorandum 34
ATTACHMENT B Request for Quailifications &Addendums 35
ATTACHMENT C Consultant's Response to the RFQ 36
•
•
1 _ ,
3
AGREEMENT
BETWEEN'THE CITY OF MIAMI BEACH
AND -
KEITH & SCHNARS PA .
FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SPECIALIZED
CATEGORIES ON AN "AS-NEEDED-BASIS" CC��
This Agreement made and entered into this Q( day of P .6,n.ia , 20 I '1 ,
(Effective Date), by and between the CITY OF MIAMI BEACH, a municipal corporation existing
under the laws of the State of Florida, having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida, 33139, (hereinafter referred to as City), and Keith &Schnars PA., a
Florida corporation having its principal office at 6500 N Andrews Avenue, Ft. Lauderdale, FL.
33309 (hereinafter referred to as Consultant).
WITNESSETH:
WHEREAS, on September 17, 2014, the Mayor and City Commission approved the
issuance of Request for Qualifications No. 2018-141-ND for Professional Architectural and
Engineering Services in Specialized Categories On An"As-Needed-Basis"(the RFQ); and
WHEREAS, the RFQ was intended to provideaccess to architectural and engineering
firms in accordance with the Florida Consultant's Competitive Negotiation Act; and
WHEREAS, on October 17, 2018, the City Commission approved Resolution No. 2018-
30534, respectively, authorizing the City to enter into negotiations with Keith & Schnars PA.
and, if successful, execute an agreement with the Consultant pursuant to the RFQ; and
WHEREAS, City and the Consultant have negotiated the following agreement pursuant
to the RFQ; and
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreement herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 Definitions. The definitions included in this Section are not exhaustive of all definitions
used in this Agreement. Additional terms may be defined in other Contract Documents. The
following terms shall have the meanings specified herein unless otherwise stated herein:
ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the
Basic Services in this Agreement, as described in Article 5 and the Consultant Service Order,
which the Consultant shall perform, at the City's option, and which must be duly authorized, in
4
•
writing, by the Department Head, prior to commencement of same.
APPLICABLE LAWS: "Applicable Laws" means all laws, statutes, codes (including, but not --
limited to, building codes), ordinances, rules, regulations, lawful orders and decrees of
governmental authorities having jurisdiction over the Project, the Project Site or the Parties.
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. "Base Bid"shall not include additive alternates or deductive alternates.
BASIC SERVICES: "Basic Services" shall include those services which Consultant shall
perform in accordance with the terms of the Agreement, as described in Article 2 and the
Consultant Service Order. Any Services not specifically enumerated as Additional Services (as
defined herein) shall also be considered Basic Services.
CITY (OR OWNER): 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. In all respects hereunder, City's obligations and performance is pursuant to City's
position as the owner of the Project acting in its proprietary capacity. In the event City exercises
its regulatory authority as a governmental body including, but-not limited to, its regulatory
authority for code inspections and issuance of Building Department permits, Public Works
Department permits, or other applicable permits within its jurisdiction, the exercise of such
regulatory authority and the enforcement of any Applicable Laws shall be deemed to have
occurred pursuant to City's regulatory authority as a governmental body and shall not be
attributable in any manner to City as a Party to this Agreement.
CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the
City. -
CITY MANAGER: The "City Manager" shall mean the chief administrative officer of the City.
The City Manager shall also- be construed to include any duly authorized representatives
designated by the City Manager in writing, including the Project Administrator, with respect to
any specific matter(s) concerning the Services and/or this Agreement (exclusive of those
) authorizations reserved to the City Commission under this Agreement, or to regulatory or
administrative bodies having jurisdiction over the Project). -
CONSTRUCTION COST BUDGET: The "Construction Cost Budget" shall mean the amount
budgeted and established by the City to provide for the cost of construction of the.Work for the
Project("Construction Cost"), as set forth in the Consultant Service Order.
CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final (100%
completed) plans, technical specifications, drawings, schematics, documents, and diagrams
prepared by the Consultant pursuant to this Agreement, setting forth in detail the requirements
for the construction of the Project. The Construction Documents shall set forth in full all details
necessary to complete the construction of the Project in accordance with the Contract
Documents. Construction Documents shall not be part of the Contract Documents, until (a) the
Consultant has submitted completed Construction Documents to the City and (b) they have
been reviewed and approved by the City and any agencies having jurisdiction in accordance
with the procedures as otherwise provided by the Contract Documents. However, approval by
the City shall not in any way be construed, interpreted and/or deemed to constitute a waiver or
excuse Consultant's obligations to ensure the Construction Documents are constructible, in
5
•
compliance with all Applicable Laws and in accordance with the Contract Documents.
CONSULTANT: The named entity on page 1 of this Agreement, the "Consultant" shall
mean the qualified and properly professionally licensed design professional in the State of
Florida and as otherwise required by any entities, agencies, boards, governmental authorities
• and/or any other professional organizations with jurisdiction governing the professional practice
area for which the design professional has been engaged by City and who will perform (or
cause to be performed through Subconsultants acceptable to the City) all architectural, design
and engineering services required under this Agreement and/or Consultant Service Order and
will serve as the "architect of record" and/or"engineer of record" for the Project. When the term
"Consultant" is used in this Agreement it shall also be deemed to include any officers,
employees, or agents of Consultants, and any other person or entity acting under the
supervision, direction, or control of Consultant to\provide any architectural, design, engineering
or similar professional services with respect to a Project ("Subconsultants"). The Consultant
shall not be replaced by any other entity, except as otherwise permitted' in this Agreement. •
Further, any Subconsultant that may perform services on behalf of the Consultant shall be a
qualified and properly professionally licensed design professional in the,State of Florida and as
otherwise required by any entities, agencies, boards, governmental authorities and/or any other •
professional organizations with jurisdiction governing the professional practice area for which
the Subconsultant has been engaged by Consultant to perform professional design services in
connection with the Project. The Subconsultants in Schedule "D", attached hereto, are hereby
approved by the City Manager for the Project.
CONSULTANT SERVICE ORDER: Consultant Service Order shall mean the work order issued
by the City to Consultant (in substantial form as in Schedule A attached hereto), that specifically
describes and delineates the particular Services (Basic Services and/or Additional Services)
which will be required of Consultant for the Project.
,CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the
Agreement approved by the City (as specified below) and executed between City and
Consultant, covering changes, additions, or reductions in the terms of this Agreement including,
without limitation, authorizing a change in the Project, or the method and manner of
performance thereof, or an adjustment in the fee and/or completion dates.
Contract Amendments shall be approved by the City Commission if they exceed fifty thousand
dollars ($50,000.00). Even for Contract Amendments of fifty thousand dollars ($50,000.00) or
less (or other such threshold contract amount as may be specified by the City of Miami Beach
Procurement Ordinance), the City Manager reserves the right to seek and obtain concurrence of
the City Commission for approval of any such Contract Amendment. -
CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with
all exhibits, addenda, Consultant Service Orders and written amendments issued thereto), and
all Design Documents and Construction Documents. The Contract Documents shall also
include, without limitation (together with all exhibits, addenda, and written amendments issued
thereto), the,Invitation to Bid (ITB), instructions to bidders,•bid form, bid bond, Design Criteria
Package (if any), the Contract for Construction, surety payment and performance bonds,
Conditions of the Contract for Construction (General, Supplementary, and other Conditions),
Divisions 0-17 specifications, an approved Change Order(s), approved Construction Change
Directive(s), and/or approved written order(s)for a minor change in the Work.
6 •
CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding
agreement between City and Contractor for performance of the Work covered in the Contract
Documents, including, without limitation, a general contractor, construction manager, design-
builder or any other duly licensed construction contractor selected pursuant to any other
procurement methodology available under Florida law.
CONTRACTOR: "Contractor" shall mean the individual or individuals, firm, company,
corporation, joint venture, or other entity contracting with City for performance of the Work
covered in the Contract Documents.
DESIGN CRITERIA PACKAGE or DCP: "Design Criteria Package" means concise,
performance-oriented drawings or specifications of a design-build Project, prepared for the
purpose of furnishing sufficient-information to permit design-build firms to prepare a bid or a
response to a City request,for proposal, or to permit the City to enter into a negotiated design-
build contract. The Design Criteria Package must specify performance-based criteria for the
design-build Project, including the legal 'description of the site, survey information concerning
the site, interior space requirements, material quality standards, schematic layouts and
conceptual design criteria of the project, cost or budget estimates, design and construction
schedules, site development requirements, provisions for utilities, stormwater retention and
disposal, and parking requirements applicable to the project.
DESIGN DOCUMENTS: "Design Documents" means all plans, drawings specifications,
schematics and all other documents which set forth in full the design of.the Project and fix and
describe in detail the size, configuration and character of the Project concerning allitems of the
Project necessary for the final preparation of the 100% completed, permitted Construction
Documents in accordance with the requirements of the Contract Documents including, without
limitation,'all architectural and engineering elements as may be appropriate. Design Documents
shall not be part of the Contract Documents, until (a) the Consultant has submitted completed
Design Documents to the City and (b) they have been reviewed and approved by the City and
agencies having jurisdiction in accordance with the procedures as provided by the Contract
Documents. However, approval by the City shall not in any way, be construed, interpreted and/or
deemed to constitute a waiver or excuse Consultant's obligations to ensure the Design
Documents are constructible, in compliance with all Applicable Laws and in accordance with the
Contract Documents.
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 a hurricane, tornado, flood, loss caused by fire and other similar unavoidable
casualties; or other causes beyond the City's or Consultant's control that are not due to any act,
omission or negligence of either City or Consultant and, which have, or may be reasonably
expected to have, a material adverse effect on the Project, or on the rights and obligations of
City or Consultant under this Agreement and which, by the exercise of due diligence, such
parties shall not have been able to avoid; provided, however, that inclement weather (except as
noted above), the acts or omissions of Subconsultants, the Contractor and its sub-contractors,
market conditions, labor conditions, construction industry price trends, and similar matters which
normally impact on the construction process shall not be considered a Force Majeure.
If the Consultant is delayed in performing any obligation under this Agreement due to a Force •
Majeure, the Consultant shall request a time extension from the Project Administrator within five
(5) business days of said Force Majeure.. Any time extension shall be subject to ,mutual
agreement and shall not be cause for any claim by the Consultant for extra compensation,
7
unless Additional Services are required and approved pursuant to Article 5 hereof.
PROJECT: The Project" shall mean that certain City capital project described in the
Consultant Service Order.
Project Cost: The "Project Cost", shall mean the estimated total cost of the
Project, as prepared and established by the City, including the estimated
Construction Cost and Soft Costs. The Project Cost may, from time to time, be
revised or adjusted by the City, in its sole discretion, to accommodate approved
modifications or changes to the Project or scope of work.
The estimated construction value shall be less than the amount established in
Category 5, Section 287.017, Florida Statutes (currently $325,000or as amended
by law) or for a planning or study activity shall not exceed the amount established in
Category 2, Section 287.017, Florida Statutes (currently$35,000 or as amended'by
law).
Project Scope: The "Project Scope" shall mean the description of the Project,'as
described in the Consultant Service Order.
PROJECT ADMINISTRATOR: The "Project Administrator shall mean the individual
designated by the City Manager who shall be the City's authorized representative to issue
directives and notices on behalf of the City with respect to all matters concerning the Services of
this Agreement (exclusive of those authorizations reserved to the City Manager or City
Commission under this Agreement, or to regulatory or administrative bodies having jurisdiction
over the Project).
PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the RFQ, together with all
amendments or addenda thereto (if any), which is incorporated by reference to this Agreement
and made a part hereof; provided, however, that in the event of an express conflict between the
Proposal Documents and this Agreement, the Agreement shall prevail. Consultant's proposal in
response to'the RFQ is included for reference purposes only and shall not be incorporated as
part of this Agreement, except with respect to Consultant's representations' regarding the •
qualifications and experience of Consultant and its key personnel, its commitment to provide the
key personnel listed therein, and its capability to perform and deliver the Services in accordance
with this Agreement and consistent with the all representations made therein.
SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and
referred to as follows:
Schedule A— Consultant Service Order.
Schedule B—Consultant Compensation.
Schedule C—Hourly Billing Rate Schedule.
Schedule D ,-Approved Subconsultants.
SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope, Basic Services,
and any Additional Services (as approved by the City), all as described in Schedule "A" hereto.
SERVICES: "Services" shall mean all services, work, and actions by the Consultant performed
pursuant to or undertaken under this Agreement.
8
SOFT COSTS: "Soft Costs" shall mean costs related to the Projectother than Construction
Cost including, without limitation, Consultant's Basic Services, Additional Services, surveys,
testing, general consultant, financing, permitting fees and other similar costs, as determined by
the City, that are not considered as direct costs for the construction of the Project.
STATEMENT OF PROBABLE CONSTRUCTION COST: The "Statement of Probable
Construction Cost" shall mean the detailed estimate prepared by Consultant in Construction
Standard Index (CS1) format or other format approved by the Project Administrator, which
includes the Consultant's estimated total construction cost to the City of the Work for the Project
(as established in the Contract Documents, as they may be amended from time to time). The
Statement of Probable Construction Cost shall be in sufficient detail to identify the costs of each
element of the Project and include a breakdown of the,fees, general conditions and construction
contingency for the Project. Costs shall be adjusted to the projected bid date to take into
account anticipated price escalation.
WORK: "Work" shall mean all labor, materials, equipment, supplies, tools, machinery, utilities,
fabrication, transportation, insurance, bonds, permits and conditions thereof, building code
changes and government approvals, licenses, tests, quality assurance and/or quality control
inspections and related certifications, surveys, studies, and other items, work and services that
are necessary or appropriate for the total construction, installation, and functioning of the
Project, together with all additional, collateral and incidental items, and work and services -
required for delivery of a completed, fully functional and functioning Project as set forth in the
Contract Documents.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project, specifically described in the
Consultant Service Order. Consultant acknowledges and agrees that this Agreement and the
award of any work hereunder, is non-exclusive, and the City may, at its sole and absolute
discretion, ,award similar services or work to other firms under contract with the City. No
Consultant Service Order shall be issued to Consultant, and no work or Services shall be
authorized under this Agreement, except at City's sole discretion. Consultant shall have no
entitlement to perform any services hereunder, or to be compensated for any Services, unless
set forth in a written Consultant Service Order
2.2 The Services will be commenced by the Consultant upon receipt of a written Consultant
Service Order signed by the Department Head. Consultant shall countersign the Consultant
Service Order upon receipt and return the signed copy to the City.
2.3 As it relates to the Services and the Project, Consultant warrants and represents to the
City that it is knowledgeable of and shall comply with all Applicable Laws. The Consultant
agrees to comply with all Applicable Laws, whether now in effect or as may be amended or
adopted from time to time, and shall further take into account all known pending changes to the
foregoing of which it should reasonably be aware.
2.4 The Consultant warrants and represents to the City that all of the Services required
under'this Agreement shall be performed in accordance with the standard of care normally
exercised in the design of comparable projects in South Florida. Consultant warrants and
represents to the City that it is experienced, fully qualified, and properly licensed (pursuant to
Applicable Laws) to perform the Services. Consultant warrants and represents to the City that it
9
is responsible for the technical accuracy of the Services(including, without limitation, the Design
Documents contemplated in Schedule "A" hereto). Consultant further warrants and represents
that the approved and permitted Construction Documents shall constitute a representation by
Consultant to City that the Project, if constructed as required by the Contract Documents, will be
fully functional, suitable and sufficient for its intended purposes.
2.5 The Consultant's Basic Services may consist of various tasks, including planning,
design, bidding/award, preparation of a DCP, studies, construction administration, and
Additional Services (as may be approved), all as further described in the Consultant Service
Order; and shall also include any and all of Consultant's responsibilities and obligations with
respect to the Project, as set forth in the General Conditions of the Contract for Construction.
2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: No action or omission by City
shall waive or excuse Consultant's obligations under the Agreement and/or other Contract
Documents and that Consultant shall remain fully liable for all work performed by Consultant
including, without limitation, any design errors or omissions. Written decisions and/or approvals
issued by the City shall not constitute nor be deemed a release of the responsibility and liability
of the Consultant (or any Subconsultants), for the accuracy and competency of the Design
Documents and Construction Documents, nor shall any City approval and/or decisions be
deemed to be an assumption of such responsibility by the City for a defect, error or omission in
the Design Documents and the Construction Documents. Moreover, neither the City's
inspection, review, approval or acceptance of, nor payment for, any Services required under the
Agreement shall be construed to relieve the Consultant (or any Subconsultant) of its obligations
and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights
under the Agreement, or of any cause of action arising out of the performance of the
Agreement. The.Consultant shall be and remain liable to the City in accordance with Applicable
Laws for all damages to City caused by any failure of the Consultant or to comply with the terms
and conditions of the Agreement or by the Consultant's misconduct, unlawful acts, negligent
acts, errors or omissions in the performance of the Agreement.
2.7 TIME: It is understood that time is of the essence in the completion of the Project and, in
this respect, the parties agree as follows:
2.7.1 Term: The term of this Agreement shall commence upon execution by the City
and Consultant, which shall be the Effective Date referred to on page 1 hereof, and shall
be in effect for three (3) years ("Initial Term"), plus two (2), one (1) year renewal options,
to be exercised at the sole discretion of the City Manager(Initial Term and any renewals
shall be`collectively referred to as the "Term"). Notwithstanding the preceding Term,
Consultant shall adhere to any and all timelines and/or deadlines, as set forth in the
Consultant Service Order, including the time for completion of the work and/orservices
for such Project(as set forth in the particular Consultant Service Order).
2.7.2 The Consultant shall perform the Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement, and the orderly
progress of the Work.
2.7.3 Recognizing that the construction of other projects within the City may affect
scheduling of the construction for the Project, the Consultant shall diligently coordinate
performance of the Services with the City (through the Project Administrator) in order to
provide for the safe; expeditious, economical and efficient completion of the Project,
without negatively impacting concurrent work by others. The Consultant shall coordinate
10
the Services with all of its Subconsultants, as well as other consultants, including,
without limitation, City provided consultants (if any).
2.7.4 The Services shall be performed in a manner that shall conform to the Consultant
Service Order. The Consultant may submit requests for an adjustment to the Consultant
Service Order completion time, if made necessary because of undue delays resulting
from untimely review taken by,the City (or authorities having jurisdiction over the Project)
to approve the Consultant's submissions, or any other portion of the Services requiring
approval by the City (or other governmental authorities having jurisdiction over the
Project). Consultant shall immediately provide the Project Administrator with written
notice stating the reason for the particular delay; the requested adjustment (i.e.
extension) to the Project Schedule; and a revised anticipated schedule of completion.
Upon receipt and review of Consultant's request (and such other documentation as the
Project Administrator may require), the Project Administrator may grant a reasonable
extension of time for completion of the particular work involved, and authorize that the
appropriate adjustment be made to the Project Schedule. The Project Administrator's
approval (if granted) shall be in writing.
2.8 Cohsultant shall use its best efforts to maintain a constructive, professional, cooperative
working relationship with the Project Administrator, Contractor, and any and all other individuals
and/or firms that have been contracted, or otherwise retained, to perform work on the Project.
2.9 The Consultant shall perform its duties under this Agreement, and under a Consultant
Service Order, in a competent, timely and professional manner, and shall be responsible to the
City for any failure in its performance, except to the extent that acts or omissions by the City
make such performance impossible.
2.10 The Consultant is responsible for the professional quality, technical accuracy,
completeness, performance and coordination of all Services required under the Agreement and
under the Consultant Service Order (including the services performed by Subconsultants),
within the specified time period and specified cost. The Consultant shall perform the Services
utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient
consulting with respect to the disciplines required for the performance of such Services in the
State of Florida. The Consultant is responsible for, and shall represent.to City that the Services
conform to the City's requirements, the Contract Documents and all Applicable Laws. The
Consultant shall be and remain liable to the City for all damages to the City caused by the
Consultant's negligent acts or errors or omissions in the performance of the Services. In
addition to all other rights and remedies which the City may have, the Consultant shall, at its
expense, re-perform allor any portion of the Services to correct any deficiencies which result
from the Consultant's failure to perform in accordance with the above standards. The Consultant
shall also be liable for the replacement or repair of any defective materials and equipment and
re-performance of any non-conforming construction work resulting from such deficient Services
(i) for a period from the Effective Date of this Agreement, until twelve (12) months following final
acceptance of the Work, (ii) or for the period of design liability required by applicable law,
whichever is later. The Project Administrator shall notify the Consultant, in writing, of any
deficiencies and shall approve the method and timing of the corrections.
•
2.10.1 The Consultant shall be responsible for deficient, defective Services and any
' resulting deficient, defective construction work re-performed within twelve (12) months
following final acceptance and shall be subject to further re-performance, repair and
' 11
replacement for twelve (12) months from the date of initial re-performance, not to exceed
twenty-four months (24)from final acceptance.
2.11 The City shall have the right, at any time, in its sole and absolute discretion, to submit for
review to other consultants (engaged by the City at its expense) any or all parts of the Services
and the Consultant shall fully cooperate in such review(s). Whenever others are required to
verify, review', or consider any Services performed by Consultant (including, without limitation,
contractors, other design professionals, and/or 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 projects; or which are inconsistent with
Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by
the City under this Agreement. Consultant will use reasonable care and skill, in accordance and
consistent with customary professional standards, in responding to items identified by other
reviewers in accordance with this subsection. Consultant shall receive comments from
reviewers, in writing, including, without limitation (and where applicable), 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 defined to mean as soon as possible under the
circumstances, taking into account the timelines of the Project schedule.
2.11.1 The Consultant is advised that a performance evaluation of the Services
rendered throughout this Agreement will be completed by the City and kept in the City's
files for evaluation of future solicitations.
2.12 Consultant agrees that when any portion of the Services relates to a professional service
which, under Florida Statutes, requires a license, certificate of authorization, or other form of
legal entitlement to practice and/or perform such Service(s), it shall/employ and/or retain only
qualified duly licensed certified personnel to provide same.
2.13 Consultant agrees to designate, in writing, within five (5) calendar days after receiving a
." fully executed Consultant Service Order, a qualified licensed professional to serve as its project
manager (hereinafter referred to as the "Project Manager"). The Project Manager shall be
authorized and responsible to act on behalf of Consultant with respect to directing, coordinating
and administrating all aspects of the Services. Consultant's Project Manager (as well as any
replacement) shall be subject to the prior written approval of the City Manager or the Project
Administrator. Replacement (including reassignment)of an approved Project Manager shall not
be made without the prior written approval of the City Manager or his designee (i.e. the Project
Administrator).
2.13.1 Consultant agrees, within fourteen (14) calendar days of receipt of written notice
from the City Manager or the Project Administrator (which notice shall state the cause
therefore), to promptly remove and replace a Project Manager, or any other personnel
employed or otherwise retained by Consultant for the Project ( including, without
limitation, any Subconsultants).
2.14 Consultant agrees not to divulge, furnish or make available to any third party(ies), any
non-public information concerning the Services or the Project, without the prior written consent
of the City Manager or the Project Administrator, unless such disclosure is incident to the proper
performance of the Services; or the disclosure is required pursuant to Florida Public Records
laws; or, in the course of judicial proceedings, where such information has been properly
subpoenaed. Consultant shall also require Subconsultants to comply with this subsection.
12
2.15 The City and Consultant acknowledge that the Services, as described in the Agreement
and the Consultant Service Order, do not delineate every detail and minor work task required to
be performed by Consultant to complete the work and/or services described and delineated
under a Consultant Service'Order issued to Consultant by the City for a particular Project. If,
during the course of performing work, services and/or tasks on a particular Consultant Service
Order, Consultant determines that work and/or services should be. performed (to complete the
Project delineated under such Order) which is, in the Consultant's reasonable opinion, outside
the level of effort originally anticipated in the Consultant Service Order, then Consultant shall
promptly notify the Project Administrator, in writing, and shall obtain the Project Administrator's
written consent before proceeding with such work and/or services. If Consultant proceeds with
any such additional work and/or services without obtaining the prior written consent of the
Project Administrator, said work and/or services shall be deemed to be a Basic Service under
this Agreement and shall also be deemed to be within the scope of services delineated in the
Consultant Service Order(whether or not specifically addressed in the Scope of Services). Mere
notice by Consultant to the Project Administrator shall not constitute authorization or approval
by the City to perform such work. Performance of any such work and/or services by Consultant
without the prior written consent of the Project Administrator shall be undertaken at Consultant's
sole risk and liability.
2.16 Consultant shall establish, maintain, and categorize any and all Project documents and
records pertinent to the Services and shall provide the City, upon request, with copies of any
and all such documents and/or records. In addition, Consultant shall provide electronic
document files to the City upon completion of the Project.
2.17 THE CITY HAS NO OBLIGATION TO ASSIST, FACILITATE AND/OR PERFORM IN
ANY WAY THE CONSULTANT'S OBLIGATIONS( UNDER THE AGREEMENT OR OTHER
CONTRACT DOCUMENTS. THE CITY'S PARTICIPATION, FACILITATION AND/OR
ASSISTANCE TO THE CONSULTANT SHALL BE AT ITS SOLE DISCRETION AND SHALL
NOT, IN ANY WAY, BE CONSTRUED, INTERPRETED AND/OR .CONSTITUTE AN
ASSUMP—TION BY THE CITY OF CONSULTANT'S OBLIGATIONS, A WAIVER OF
CONSULTANT'S OBLIGATIONS AND/OR EXCUSE ANY BREACH BY.. CONSULTANT OF
ITS OBLIGATIONS UNDER THE CONTRACT DOCUMENTS. THE PARTICIPATION IN THE
PERFORMANCE OF ANY OF CONSULTANT'S OBLIGATIONS SHALL NOT PRECLUDE
THE CITY FROM DECLARING CONSULTANT IN DEFAULT FOR CONSULTANT'S FAILURE
TO PERFORM SUCH OBLIGATION, NOR SHALL IT LIMIT, IN ANY WAY, THE CITY'S
RIGHTS AND REMEDIES IN CONNECTION THEREWITH. THE CONSULTANT EXPRESSLY
ACKNOWLEDGES AND AGREES,NOT TO RAISE OR ASSERT AS DEFENSE' TO ANY
CLAIM, ACTION, SUIT AND/OR OTHER PROCEEDING OF A SIMILAR NATURE, THE
CITY'S PARTICIPATION, ASSISTANCE AND/OR FACILITATION IN THE PERFORMANCE
OF CONSULTANT'S OBLIGATIONS. INCLUDING, WITHOUT LIMITATION, ASSISTING
WITH OBTAINING PERMITS OR WITH COORDINATION WITH UTILITIES, OR OTHER
MATTERS RELATED TO THE PROJECT. IN THE EVENT OF ANY CONFLICT BETWEEN
THIS SECTION AND/OR ANY OTHER PROVISION OF THIS AGREEMENT OR OTHER
CONTRACT DOCUMENTS, THIS SECTION SHALL GOVERN. •
2.18 GREEN BUILDING STANDARDS: The Consultant shall comply with the requirements
of Section 255.2575, Florida Statutes, and Chapter 100 of the City Code, as both may be
amended from time to time, addressing applicable Leadership in Energy and Environmental
Design (LEED) compliance requirements.
13'
2.19 SUBCONSULTANTS: All services provided by Subconsultants shall be consistent with
those commitments made by the Consultant in its Proposal and during the competitive
solicitation selection process and interview. Such services shall be undertaken and performed
pursuant to appropriate written agreements between the Consultant and the Subconsultants,
which shall contain provisions that preserve and protect the rights of the City under this
Agreement. Nothing contained in this Agreement shall create any contractual relationship
between the City and the Subconsultants.
The Consultant shall not retain, add, or replace any Subconsultant without the prior written
approval of the City Manager, in response to a written request from the Consultant stating the
reasons for any proposed substitution. The Consultant shall cause the names of
Subconsultants responsible for significant portions of the Services to be inserted onithe plans,
and specifications.
The Consultant shall be ultimately responsible for ensuring the Consultant's and all of its
Subconsultants' compliance with the requirements of this Section and any other provision of the
Agreement and/or Consultant Service Order. With respect to the performance of work by
Subconsultants, the Consultant shall, in approving and accepting such work, ensure the
professional quality, completeness, and coordination of the Subconsultant's work.
The Consultant shall, upon the request of the City, submit to the City such documentation and
information as the City reasonably requests to evidence the creation, standing, ownership and
professional licensure of the Consultant (and Subconsultants), including organizational
documents, operating agreements and professional licensure documentation, and copies of the
Consultant's contracts with the Subconsultant with respect to the Project. However, the City's
• failure to request such documentation or evidence and/or failure to enforce'in any way the terms
and provisions of this Section, the Agreement and/or any other Consultant Service Order during
the Project does not excuse, waive and/or condone in any way any noncompliance of the
requirements set forth therein including, without limitation, the professional licensure
requirements. Any approval of a Subconsultant by the Cityy shall in no way shift from the
Consultant to City the responsibility for the quality and acceptability of the services performed by
the Subconsultant. Payment of Subconsultants shall be the sole responsibility of the
Consultant,'and shall not be cause for any increase in compensation to the Consultant for
payment of the Services.
ARTICLE 3. THE CITY'S RESPONSIBILITIES'
3.1 The City Manager shall designate a Project Administrator, who shall be the City's
authorized representative to act on City's behalf with respect to the City's responsibilities or
matters requiring City's approval under the Contract Documents. The Project Administrator
shall be authorized (without limitation) to transmit instructions, receive information, and interpret
and define City policies and decisions with respect to the Services and the Project. The Project
Administrator shall have full authority to require the Consultant to comply with the Contract
Documents, provided, however, that any failure of the Project Administrator to identify any
noncompliance, or to specifically direct or require compliance, shall in no way constitute a
waiver of, or excuse, the Consultant's obligation to comply with the requirements of the Contract
Documents.
3.2 The City shall make available to Consultant, for the convenience of the Consultant only,
information that the City has in its possession pertinent to the Project. Consultant hereby
agrees and acknowledges that, in making any such information available to Consultant, the City
14
makes no express or implied certification, warranty, and/or representation as to the'accuracy or
completeness of such information and assumes no responsibility whatsoever with respect to,
the sufficiency, completeness or accuracy of such information. The Consultant understands,
and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems .
necessary all information furnished by the City, and that it is solely responsible for the accuracy
and applicability of all such information used by Consultant. Such verification shall include,
without limitation, visual examination of existing conditions in all locations encompassed by the
Project, where such examination can be made without using destructive measures (i.e.
excavation or demolition). Survey information shall be spot checked to the extent that •
Consultant has satisfied itself as to the reliability of the information.
3.3 At any time, in his/her sole discretion, the City Manager may furnish accounting, and
insurance counseling services for the Project (including, without limitation, auditing services to
verify the Consultant's applications for payment, or to ascertain that Consultant has properly
remitted payment due to its Subconsultants or vendors).
3.4 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, through the Project Administrator,
shall give prompt written notice thereof to the Consultant.
3.5 The City, acting in its proprietary capacity as Owner and not in its regulatory capacity,
shall render any administrative approvals and decisions required under this Agreement, in
writing, as reasonably expeditious for the orderly progress of the Services and of the Work.
3.6 The City Commission shall be the final ,authority to do or to approve the following
actions or conduct, by passage of an enabling resolution or amendment to this Agreement:
3.6.1 Except where otherwise expressly noted in the Agreement or the Contract
Documents, the City Commission shall be the body to consider, comment upon, or
approve any amendments or modifications to this Agreement.
3.6.2 The City Commission shall be the body to consider, comment upon, or approve
any assignment, sale, transfer or subletting of this Agreement. Assignment and transfer
shall be defined to also include sale of the majority of the stock.of a corporate
consultant.
3.6.3 The City Commission shall approve or consider all Contract Amendments that
exceed the sum of fifty thousand dollars ($50,000.00) (or other such amount as may be
specified by the City of Miami Beach Procurement Ordinance, as amended).
3.7 Except where otherwise expressly noted in this Agreement, the City Manager shall serve
as the City's primary representative to whom administrative (proprietary) requests for decisions
and approvals required hereunder by the City shall be made. Except where otherwise expressly
noted in this Agreement or the Contract Documents, the City Manager shall issue decisions
and authorizations which may include, without limitation, proprietary review, approval, or
comment upon the schedules, plans, reports, estimates, contracts, and other documents
submitted to the City by Consultant.
3.7.1 The City Manager shall have prior review and approval of the Project Manager
(and any replacements)and of any Subconsultants,(and any replacements).
15
3.7.2 The City Manager shall decide, and render administrative (proprietary) decisions
on matters arising pursuant to this Agreement which are not otherwise expressly
provided for in this Agreement. In his/her discretion, the City Manager may also consult
with the City Commission on such matters.
3.7.3 At the request of Consultant, the City Manager shall be authorized, but not
required, to reallocate monies already budgeted toward payment of the Consultant;
provided, however, that the Consultant's compensation (or other budgets established by
this Agreement) may not be increased without the prior approval of the City Commission,
which approval (if granted at all) shall be in its sole and reasonable discretion.
3.7.4 The City Manager may approve Contract Amendments which do not exceed the
sum of fifty thousand dollars ($50,000.00) (or other such amount as may be specified by
the City of Miami Beach Purchasing Ordinance, as amended); provided that no 'such
amendments increase any of the budgets established by this Agreement.
3.7.5 The City Manager may, in his/her sole discretion, form a committee or
committees, or inquire of, or consult with, persons for the purpose of receiving advice
and recommendations relating to the exercise of the City's powers, duties, and.
responsibilities under this Agreement or the Contract Documents.
3.7.6 The City Manager shall be the City Commission's authorized representative with
regard to acting on behalf of the City in the event of issuing any default notice(s) under
this Agreement, and, should such default remain uncured, in terminating the Agreement
(pursuant to and in accordance with Article 10 hereof).
3.8 The City's review, evaluation, or comment as to any documents prepared by or on behalf
of the Consultant shall be solely for the purpose-of the City's determining for its own satisfaction
the suitability of the Project, or portions thereof, detailed in such documents for the purposes-
intended therefor by the City, and may not be relied upon in any way by the Consultant or any
other third party as a substantive review thereof.
ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The City shall establish a Construction Cost Budget for the Project, as set forth in the
Consultant Service Order. Consultant shall design the Project so that the Construction Cost
Budget for the Project is not exceeded. As part of the Basic Services, Consultant shall design
and/or re-design the Project to the Construction Cost Budget in accordance with this Article 4,
making all revisions necessary to maintain the Construction Cost Budget. Consultant shall
attend meetings with the City to review and discuss cost estimates, cost-saving alternatives,
and implementation or revision of the Design Documents and Construction Documents to
address such items, as necessary to meet the established budget parameters set forth in the
City Construction Budget.
4.2. Consultant shall provide and/or update the Statement of Probable Construction Cost at
each stage of completion of the Design Documents and at completion of the Construction
Documents, unless otherwise specified in the Consultant Service Order or other written directive
of the Project Administrator. •
4.2.1. At completion ofthe conceptual design (at such stage of completion of the
• 16
Design Documents as may be specified by the Project Administrator), Consultant shall provide
the City a Statement of Probable Construction Cost, which must include an estimated
Construction Cost for the Project within a range of plus or minus fifteen percent (+/-15%) of the
Construction Cost Budget. If at the foregoing stage of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than fifteen
percent (15%), then the Project Administrator shall provide notice thereof to the Consultant.
Consultant shall then identify the cause(s) for the difference and recommend in writing for the
City's approval any modification in the Design Documents necessary to conform the
Consultant's estimated total costs in the Statement of Probable Construction Cost to within
fifteen percent (15%) of the City's Construction Budget. Upon obtaining City's approval of any
proposed modifications, Consultant shall incorporate such modifications within the Design
Documents as part of the Basic Services and at no additional cost to the City.
4.2.2. At the 30% and 60% completion of the Design Documents, Consultant shall
update its Statement of Probable" Construction Cost, which must include an estimated
Construction Cost for the Project within a range of plus or minus ten percent (+1-10%) of the
Construction Cost Budget. If at the foregoing stages of design the Consultant's Statement of
Probable Construction Cost exceeds the City's Construction Budget by more than ten percent
(10%), the Project Administrator shall provide notice thereof to the Consultant. Consultant shall
then identify the cause(s)for the difference and recommend in writing for,the City's approval any
modification in the Design Documents necessary to conform the Consultant's estimated total
costs in the Statement of Probable Construction Cost to within ten percent (10%) of the City's
Construction Budget. Upon obtaining City's approval of any proposed modifications, Consultant
shall incorporate such modifications within the`Design Documents as part of the Basic Services
and at no additional cost to the City.
4.2.3. At the 90% stage completion of the Design Documents and at completion of the
Construction Documents, Consultant shall update its Statement of Probable Construction Cost,
which must include an estimated Construction Cost for the Project within a range of plus or
minus five percent (+/-5%) of the Construction Cost Budget. If at the foregoing stages of design
the Consultant's Statement of Probable Construction Cost exceeds the City's Construction
Budget by more than five percent (5%), the Project Administrator shall providenotice thereof to
the Consultant. Consultant shall then identify the cause(s) for the difference and recommend in
writing for the City's approval any-modification in the Design Documents necessary to conform
the Consultant's estimated total costs in the Statement of Probable Construction Cost to within
five percent (5%) of the City's Construction Budget. Upon obtaining the City's approval,
Consultant shall promptly modify the Design Documents or Construction Documents within the
time period specified by the Project Administrator (which time period for completion shall not
exceed ninety (90) days from the date Consultant is notified to re-design), as part of the Basic
Services and at no additional cost to the City.
4.2.4. To ensure that the Construction Cost shall not exceed the City's Construction
Budget, each Statement of Probable Construction Cost shall be in sufficient detail to identify the
costs of each element and include a breakdown of the fees, general conditions and a
reasonable and appropriate construction contingency.
4.3. Consultant shall certify and warrant to the City that the Statement of Probable
Construction Cost and any update thereto, represents Consultant's best judgment of the
Construction Cost for the Project as 'an experienced design professional familiar with the
construction industry, provided, however, that Consultant cannot (and does not) guarantee that
bids or negotiated prices will not vary from any estimates of Construction Cost or other cost
17
evaluation(s)prepared (or otherwise provided) by Consultant.
4.4 If the lowest and best Base Bid)exceeds the Consultant's final updated Statement of
Probable Cost by more than ten percent (10%), the Project Administrator shall provide notice
thereof to the Consultant, and the Consultant shall re-design the Project within the Project
Scope, construction schedule, sequence of Work, or such other action, as deemed necessary,
to reduce the Statement of Probable Construction Cost, and Consultant shall provide any
required revisions to the Contract Documents (including, without limitation, the Construction
Documents) within the time period specified by the Project Administrator (which time period for
completion shall not exceed ninety (90) days from the date Consultant is notified to re-design),
and shall provide re-bidding services, as many times as may be reasonably requested by the
City, as part of the Basic Services and at no additional cost to the City, in order to bring any
resulting, responsive and responsible bids within ten percent (10%) of the Consultant's final
updated Statement of Probable Cost.
4.5. The Construction Cost Budget shall not be exceeded without fully justifiable,
extraordinary, and unforeseen circumstances (such as Force Majeure) which are beyond the
control of the parties. Any expenditure above this amount shall be subject to prior City
Commission approval which, if granted at all, shall be at the sole and reasonable discretion of
the City Commission. The City Commission shall have no obligation to approve an increase in
the Construction Cost Budget and, if such Construction Cost Budget is exceeded, the City
Commission may, at its sole and absolute discretion, terminate this Agreement (and the
remaining Services)without any further liability to the City.
4.6. The City Commission may, at its sole and absolute discretion, and without relieving
Consultant of its obligations under this Agreementto design the Project to the Construction Cost
Budget as set forth in Sections 4.1 through 4.5 above, separately elect any of the following
options: (1) approve an increase to the Construction Cost Budget; (2) reject all bids, and (at its
option) authorize rebidding of the Project; (3) abandon the Project and terminate the remaining
Services without any further liability to the City; (4) select as many deductive alternatives as
may be necessary to bring the lowest and best bid within the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services shall only be performed by Consultant following receipt of written
authorization by the Project Administrator (which authorization must be obtained prior to
commencement of any such additional work by Consultant). The written authorization shall
contain a description of the Additional Services required; a lump sum to be negotiated at the
time of the request for additional services or an hourly fee (in accordance with the rates in
Schedule "B" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a
"Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time
required to complete the Additional Services; and an amended Project Schedule (if applicable).
"Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of
Reimbursable Expenses, the maximum cumulative expenses allowable), which the Consultant
shall not exceed without further written authorization of the Project Administrator. The "Not to
Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the
case of Reimbursables, for the expenses), and all costs applicable to same shall be verifiable
through time sheets (and, for Reimbursables, expense reviews).
5.2 Additional Services include the following:
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5.2.1 Appraisals: Investigation and creation of detailed appraisals and valuations of
existing facilities, and surveys or inventories in connection with construction performed
by City.
5.2.2. Unforeseen Conditions. Providing additional work relative to the Project which
arises from subsequent circumstances and causes which could not reasonably have
been foreseen at the time of the Consultant Service Order (excluding conditions
determined by all prior studies available to Consultant and excluding circumstances and
causes resulting from error, omission, inadvertence, or negligence of Consultant).
5.2.3. City-Requested Revisions to Construction Documents: Making revisions to
Construction Documents resulting in or from City-requested changes in Scope of Work
involving new program elements, when such 'revisions are inconsistent with written
approvals or instructions previously given by City and/or are due to causes beyond the
control of Consultant.
5.2.4 Expert Witness: Except insofar as the Consultant is required by legal process or
subpoena to appear and give testimony, preparing to serve or serving as an expert
witness in connection with any state or federal court action to which the Consultant is not
a party in its own name, that is, not instituted by the Consultant or in which the
performance of the Consultant is not in issue.
5.2.5 Procurement: Assistance in connection with bid protests, re-bidding, or re-
negotiating contracts (except for Contract Document revisions and re-bidding services
required under Section 4.4 hereof, which shall be provided at no additional cost to City).
5.2.6. Models: Preparing professional perspectives, models or renderings in addition to
those provided for in this Agreement except insofar as these are otherwise,useful or
necessary to the Consultant in the provision of Basic Services.
5.2.7. Threshold Inspection/Material4.Testing and Inspection: Providing threshold
inspection services and material testing/special inspection services, provided that
Consultant, as part of the Basic Services, shall report on the progress the Work,
including any defects and deficiencies that may be observed in the Work.
5.2.8 Pre-Design Surveys & Testing: Environmental investigations and' site
evaluations, provided, however, that surveys of the existing structure required to
complete as-built documentation are not additional services.
5.2.9 Geotechnical engineerin g. Providing geotechnical engineering services or site
surveys.
Except as specified herein, services that are required for completion of the Construction
Documents shall be part of Consultant's Basic Services.
ARTICLE 6. REIMBURSABLE EXPENSES
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6.1 Reimbursable Expenses must be authorized, in advance, in writing, by the Project
Administrator. Invoices-or vouchers for Reimbursable Expenses shall be submitted to the
Project Administrator (along with any supporting receipts and other back-up material requested
by the Project Administrator). Consultant shall certify as to each such invoice and/or voucher
that the amounts and items claimed as reimbursable are "true and correct'and in accordance
with the Agreement." Reimbursable Expenses may include, but not be limited to, the following:
Cost of reproduction, courier, and postage and handling of drawings, plans,
specifications, and other Project documents (excluding reproductions for the office use
of the Consultant and its Subconsultants, and courier, postage and handling costs
between the Consultant and its Subconsultants).
Costs for reproduction and preparation of graphics for community workshops.
Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over
the Project(i.e. City permit fees).
ARTICLE 7. COMPENSATION FOR SERVICES
7.1 Consultant's "Lump Sum"or"Not to Exceed"fee for provision of the Services, or portions
thereof, as may be set forth and described in the Consultant Service Order issued for a
particular Project, shall be negotiated between the City and Consultant, and shall be set forth in
the Consultant Service Order.
7.2 Payments for Services shall be made within forty-five (45) calendar days of receipt and
approval of an acceptable invoice by the Project Administrator. Payments shall be made in
proportion to the Services satisfactorily performed, so that the payments for Services never
• exceed the progress percentage noted in the Consultant's Progress Schedule (to be submitted
with each invoice). No mark-up shall be allowed on subcontracted work. In addition to the
invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report giving the
percentage of completion of the Project and the total estimated fee to completion.
7.3 All Services shall be compensated in accordance with the hourly rates set forth in
Schedule "C," attached hereto. Any request for payment of Additional Services shall be
included with a Consultant payment request. No mark-up shall be allowed on Additional
Services (whether sub-contracted or not).
7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up
to the "Not to Exceed" Reimbursable allowance amount in the Consultant Service Order hereto.
Any request for payment of Reimbursable Expenses shall also be included with Consultant's
payment request. No mark-up shall be allowed on Reimbursable Expenses. •
7.5 ESCALATION:•The initial hourly rates shall remain constant for the Initial Term of the
agreement. Ninety (90) days prior to expiration of the Initial Term, the City may consider an
adjustment to the preceding year's unit costs for the subsequent year. Only request for
increases based on a corresponding increase in the Consumer Price Index for All Urban
Consumers; U.S. City average (1982-84=100), as established by the United States Bureau of
Labor Statistics ("CPI"), or material adjustments to the scope or requirements of the RFQ by the •
City, including (but not limited to) living wage increases, will be considered. In the event that the
City determines that the requested increase is unsubstantiated, the Consultant agrees to
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perform all duties at the current cost terms.
7.6 No retainage shall be made from the Consultant's compensation on account of sums
withheld by the City on payments to Contractor.
7.7 METHOD OF BILLING AND PAYMENT. Consultant shall invoice the Project
Administrator in a timely manner, but no more than once on a monthly basis. Invoices shall
identify the nature and extent of the work performed; the total hours of work performed by
employee category; and the respective hourly billing rate associated therewith. In the event
Subconsultant work is used, the percentage of completion shall be identified. Invoices shall
also itemize and summarize any Additional Services and/or Reimbursable Expenses. A•copy of
the written approval of the Project Administrator for the requested Additional Service(s) or
Reimbursable Expense(s) shall accompany the invoice.
7.7.1 If requested, Consultant shall provide back-up for past and current invoices that
records hours for all work (by employee category), and cost itemizations for
Reimbursable Expenses (by category).
ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS
8.1 All books, records (whether financial or otherwise), correspondence, technical
documents, and any other records or documents related to the Services and/or Project will be
available for examination and audit by the City Manager, or his/her authorized representatives,
at Consultant's office (at the address designated in Article 15 ["Notices"]), during customary
business hours. All such records shall be kept at least for a period of three (3) years after
Consultant's completion of the Services. Incomplete or incorrect entries in such.records and
accounts relating personnel services and expenses may be grounds for City's disallowance of
any fees or expenses based upon such entries. Consultant shall also bind its Subconsultants to
the requirements of this Article and ensure compliance therewith
ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS
9.1 All notes, correspondence, documents, plans and specifications, designs, drawings,
renderings, calculations, specifications, models, photographs, reports, surveys, investigations,
and any other documents (whether completed or partially completed) and copyrights thereto for
Services performed or produced in the performance of this Agreement, or related to the Project,
whether in its native electronic form, paper or other hard copy medium or in electronic medium,
except with respect to copyrighted standard details and designs owned by-the Consultant or
owned by a third party and licensed to the Consultant for use and reproduction, shall become
the property of the City. Consultant shall deliver all such documents to the Project Administrator
in their native electronic form, as required in the Consultant Service Order within thirty(30) days
of completion of the Services (or within thirty(30) days of expiration or earlier termination of this
Agreement as the case may be). However, the City may grant an exclusive license of the
copyright to the Consultant for reusing and reproducing copyrighted materials or portions
thereof as authorized by the City Manager in advance and in writing, In addition, the Consultant
shall not disclose, release, or make available any document to any third party without prior
written approval from the City Manager. The Consultant shall warrant to the City that it has
been granted a license to use and reproduce any standard details and designs owned by a third
party and used or reproduced by the Consultant in the performance of this Agreement. Nothing
contained herein shall be deemed to exclude any document from Chapter 119, Florida Statutes.
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9.2 The Consultant is permitted to reproduce copyrighted material described above subject
to prior written approval of the City Manager.
9.3 At the Citys option, the Consultant may be authorized, as an Additional Service, to
adapt copyrighted material for additional or other work for the City; however, payment to the
Consultant for such adaptations will be limited to an amount not greater than 50% of the original
fee earned to adapt the original copyrighted material to a new site.
9.4 The City shall have the right to modify the Project or any components thereof without
permission from the Consultant or without any additional compensation`to the Consultant. The
Consultant shall be released from any liability resulting from such modification.
9.5 The Consultant shall bind all Subconsultants to the Agreement requirements for re-use
of plans and specifications.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is
subject to the appropriation of funds by its legislative body in an amount sufficient to allow
continuation of its performance in accordance with the terms and conditions of this Agreement.
In the event there is a lack of adequate funding either for the Services or the Project (or both),
the City may terminate this Agreement withoutfurther liability to the City.
10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this
Agreement for cause, upon written notice to Consultant, in the event that the Consultant (1)
violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays
the performance of the Services or any portion thereof; or (3) does not perform the Services or
any portion thereof in a timely and satisfactory manner. In the case of termination for cause by
the City, the Consultant shall first be granted a thirty (30) day cure period,(commencing upon
receipt of the initial written notice of default from the City).
10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its
sole option and discretion, may take over the remaining Services and complete them by.
contracting with another consultant(s), or otherwise. The Consultant shall be liable to the
City for any additional cost(s) incurred by the City due to such termination. "Additional
Cost" is defined as the difference between the actual cost of completion of the Services,
and the cost of completion of such Services had the Agreement not been terminated.
10,2.2 In the event of termination for cause by the City, the City shall only be obligated
to pay Consultant for those Services satisfactorily performed and accepted prior to the
date of termination (as such date is set forth in, or can be calculated from, the City's
initial written default notice). Upon payment of any amount which may be due to
Consultant pursuant to this subsection 10.2.2, the City shall have no further liability to
Consultant.
10.2.3 As a condition precedent to release of( any payment which may be due to
Consultant under subsection 10.2.2, the Consultant shall promptly assemble and deliver
to the Project Administrator any and all Project documents prepared (or caused to be
prepared) by Consultant(including, without limitation, those referenced in subsection 9.1
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hereof). The City shall not be responsible for any cost incurred by Consultant for
assembly, copy, and/or delivery of Project documents pursuant to this subsection.
10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for
cause, the City through the City Manager, may also terminate this Agreement, upon fourteen
(14) days prior written notice to Consultant, for convenience, without cause, and without penalty,
when (in its sole discretion) it deems such termination to be in the best interest of the City. In
the event the City terminates the Agreement for convenience, Consultant shall be compensated
for all Services satisfactorily performed and accepted up to the termination date (as set forth in
the City's written notice), and for Consultant's costs in assembly and delivery to the Project
Administrator of the Project documents(referenced in subsection 10.2.3 above). Upon payment
of any amount which may be due to Consultant pursuant this subsection 10.3, the City shall
have no further liability to Consultant.
10.4 TERMINATION BY CONSULTANT: The Consultant may only terminate this Agreement
for cause, upon thirty(30) days prior written notice to the City, in the event that the City willfully
violates any provisions of this Agreement or unreasonably delays payment of the Services or.
any portion thereof. In the event of a termination for cause by Consultant, the City shall pay
Consultant for any Services satisfactorily performed and accepted up to the date of termination;
provided, however, that the City shall first be granted a thirty (30) day cure period (commencing
upon receipt of Consultant's initial written notice).
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience.
10.5 IMPLEMENTATION OF TERMINATION: In. the event of termination (whether for
cause or for convenience), the Consultant shall immediately, upon receipt of the City's written
notice of termination: (1) stop the performance of Services; (2) place no further orders or issue
any other subcontracts, except for those which may have already been approved, in writing, by
the Project Administrator, (3) terminate all existing orders and subcontracts; and (4) promptly
assemble all Project documents (for delivery to the Project Administrator).
ARTICLE 11. INSURANCE
11.1 At all times during the Term of this Agreement, Consultant shall maintain the following
required insurance coverage in full force and effect. The Consultant shall not commence any
work until satisfactory proof of all required insurance coverage has been furnished to the Project
Administrator:
(a) Workers' Compensation and Employer's Liability per the Statutory limits of the •
state of Florida.
(b) Commercial General Liability on a comprehensive basis in an amount not less
than $1,000,000 combined single limit per occurrence for bodily injury and
property damage.
(c) Automobile Liability Insurance covering all owned, non-owned and hired vehicles
used in connection with the work, in an amount not less than $500,000 combined
-- single limit per occurrence for bodily injury and property damage.
(d) Professional Liability Insurance in an amount not less than $1,000,000 with the
deductible per claim, if any, not to exceed 10% of the limit of liability.
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11.2 The City must be named as and additional insured on the liability policies; and it must be
stated on the certificate.
11.3 The Consultant must give the Project Administrator at least thirty (30) days prior written
notice of cancellation or of substantial modifications in any required insurance coverage. All
certificates and endorsements shall contain this requirement.
11.4 The insurance must be furnished by an insurance company rated A:V or better, or its
equivalent, according to Bests', Guide Rating Book, and by insurance companies duly
authorized to do business in the State of Florida, and countersigned by the company's Florida
resident agent.
•
11.5 Consultant shall provide the Project Administrator with a certificate of insurance of all
required insurance policies. The City reserves the right to require a certified copy of such
policies, upon written request to Consultant.
ARTICLE 12. INDEMNIFICATION AND HOLD HARMLESS
12.1 To the fullest extent permitted by Section 725.08, Florida Statutes, the Consultant shall
indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities,
from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys'
fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of
the Consultant and other persons employed or utilized by the Consultant in the performance of
this Agreement.
The Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or actions of any kind or nature in the name of the City, where
applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's
fees which may issue thereon. Consultant expressly understands and agrees that any
insurance protection required by this Agreement or otherwise/provided by Consultant shall in no
way limit its responsibility to indemnify, keep, and save harmless and defend the City or its
officers, employees, agents, and instrumentalities as herein provided.
12.2 The Consultant agrees and recognizes that the City shall not be held liable or
responsible for any claims which may result from any negligent, reckless, or intentionally
wrongful actions, errors or omissions of the Consultant in which the City participated either
through review or concurrence of the Consultant's actions. In reviewing, approving or rejecting
any submissions by the Contractor, or other acts of the Consultant, the City in no way assumes
or shares any responsibility or liability of the Consultant (including, without limitation its
Subconsultants and/or any registered professionals (architects and/or engineers) under this
Agreement).
ARTICLE 13. ERRORS AND OMISSIONS
13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes
categorized by the City as caused by an error, an omission, or any combination thereof in the
Contract Documents that were prepared by the Consultant will constitute an additional cost to
the City that would not have been incurred without the error. The damages to the City for
errors, omissions or any combinations thereof shall be calculated as the total cost of any
damages or incremental costs to the City resulting out of the errors or omissions by the
24
,1
Consultant, including, without limitation, the direct, indirect and/or consequential damages
resulting from the Consultant's errors and/or omissions or any combination thereof.
Damages shall include delay damages caused by the error, omission, or any combination
thereof. Should the Consultant disagree that all or part of such damages are the result of
errors, omissions, or any combination thereof, the Consultant may appeal this determination, in
writing, to the applicable Assistant City Manager. The Project Administrator's decision on all
claims, questions and disputes shall be final, conclusive and binding upon the parties hereto
unless such determination is clearly arbitrary or unreasonable. In the event that the Consultant
does not agree with the decision of the Project Administrator, the Consultant shall present any •
such objections, in writing, to the City Manager. The Project Administrator and the Consultant
shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of
any party's right to proceed in a court of competent jurisdiction after the above administrative
remedies have been exhausted. •
ARTICLE 14. LIMITATION OF LIABILITY
The City desires to enter into this Agreement only if in so doing the City can place a limit on its
liability for any cause of action for money damages due to an alleged breach by the City of this
Agreement, so that its liability for any such breach never exceeds the "not to exceed" amount of
the fee paid to Consultant under.this Agreement, less any amount(s) actually paid to Consultant
hereunder. Consultant hereby expresses its willingness to enter into this Agreement, with
Consultant's recovery from the City for any damages for action for breach of contract to be
limited to Consultant's "not to exceed" fee under this Agreement, less any amount(s) actually
paid by the City to the Consultant hereunder.
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 "not to exceed
amount" of Consultant's fees under this Agreement, which amount shall be reduced by any
amount(s)actually paid by the City to Consultant hereunder.
,Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to
be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida
Statutes.
ARTICLE 15. NOTICE
All written notices given to City by Consultant shall be addressed to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Jimmy L. Morales, City Manager
With a copy to:
City Manager's Office
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn: Eric T. Carpenter, Assistant City Manager
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All written notices given to the Consultant from the City shall be addressed to:
Keith & Schnars PA.
6500 N Andrews Avenue
Ft. Lauderdale, FL. 33309
Tel: (954) 776-1616
Fax: N/A
Email: breedksfal.com
Attn: Bruce Reed
All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified
mail, return receipt requested.
ARTICLE 16. MISCELLANEOUS PROVISIONS
16.1 VENUE: This Agreemenfshall be governed by, and construed in accordance with, the
laws of the State of Florida, both substantive and remedial, without regard to principles of
conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be
Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of
Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY
EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF
ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.
16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: Consultant agrees that it will not
discriminate against any employee or applicant for employment for work under this Agreement
becauseof race, color, national origin, religion, sex, gender identity, sexual orientation,
disability, marital or familial status, or age, and will take affirmative steps to ensure that
applicants are employed and employees are treated during employment without regard to race,
color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or
familial status, or age.
•
16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act
(Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been
placed on the convicted vendor list following a conviction for a public entity crime may not
submit a bid on a contract to provide any goods or services to the City, may not submit a bid on
a contract with the City for the construction or repair of a public building or public work, may not
bid on leases of real property to the City, may not be awarded or perform work as a contractor,
supplier, subcontractor, or subconsultant under a contract with the City, and may not transact
businesswith the City in excess of the threshold amount provided in Section 287.017, Florida
Statutes, for.Category Two, for a period of 36 months from the date of being placed on the
convicted vendor list. For violation of this subsection by Consultant, City shall have the right to
terminate the Agreement without any liability to City, and pursue debarment of Consultant
16.4 NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any
company or person, other than a bona fide employee working solely for Consultant, to solicit or
secure this Agreement, and that it has not paid or agreed to pay any person, company,
corporation, individual or firm, other than a bona fide employee working solely for Consultant,
any fee, commission, percentage, gift, or other consideration contingent upon or resulting from
the award or making of this Agreement. For the breach or violation of this subsection, City shall
26
have the right to terminate the Agreement, without any liability or, at its discretion, to deduct
from the, contract price (or otherwise recover) the full amount of such fee, commission,
percentage, gift, or consideration.
16.5 LAWS AND REGULATIONS:
16.5.1 The Consultant shall, during the Term of this Agreement, be governed by all
Applicable Laws which may have a bearing on the Services involved in the
Project.
16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida
Statutes, entitled "Inspection, Examination, and Duplication of Records;
Exemptions," all building plans, blueprints, schematic drawings, and diagrams,
includingdraft, preliminary, and final formats, are exempt from the provisions of
Section 119.07(1), Florida Statutes (inspection and copying of public records),
and s. 24(a), Article I of the State Constitution. Information made exempt by this
paragraph, with prior written approval from the City Manager, may be disclosed
to another entity to perform its duties and responsibilities; to a licensed architect,
engineer, or contractor who is performing work on or related to the Project; or
upon a showing of good cause before a court of competent jurisdiction. The
entities or persons receiving such information shall maintain the exempt status of
the information.
16.5.2.1 In addition to the requirements in this subsection 16.5.2, the
Consultant agrees to abide by all applicable Federal, State, and City
procedures, as may be amended from time to time, by which the
documents are handled, copied, and distributed which may include,
but is not limited to, each employee of Consultant and Subconsultants
that will be involved in the Project being required to sign an
agreement stating that they will not copy, duplicate, or distribute the
documents unless authorized by the City Manager, in writing.
16.5.2.2 The Consultant and its Subconsultants agree in writing that the
Project documents are to be kept and maintained in a secure location.
16.5.2.3 Each set of the Project documents are to be numbered and the
whereabouts of the documents shall be tracked at all times.
16.5.2.4 A log is developed to track each set of documents logging in the date,
time, and name of the individual(s) that work on or view the
documents.
16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without
added compensation, all necessary supplemental documents to correct errors, omissions,
and/or ambiguities which may exist in the Contract Documents prepared by Consultant,
including documents prepared by its Subconsultants. Compliance with this subsection shall not
be construed to relieve the Consultant from any liability resulting from any such errors,
omissions, and/or ambiguities in the Contract Documents andother documents or, Services
related thereto.
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16.7 ASSIGNMENT: The Consultant shall not assign, transfer or convey this Agreement to
any other person, firm, association or corporation, in whole or in part, without the prior written
consent of the City Commission, which consent, if given at all, shall be at the Commission's sole
option and discretion. However, the Consultant will be permitted to cause portions of the
Services to be performed by Subconsultants, subject to the prior written approval of the City
Manager.
16.8 SUCCESSORS AND ASSIGNS: The Consultant 'and the City each binds
himself/herself, his/her partners, successors, legal representatives and assigns to the other
party of the Agreement and to the partners, successors, legal representatives, and assigns of
such party in respect to all covenants of this Agreement. The Consultant shall afford the City
(through the City Commission) the opportunity to approve or reject all proposed assignees,
successors or other changes in the ownership structure and composition of the Consultant.
Failure to do so constitutes a breach of this Agreement by the Consultant.
16.9 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance
of the Services prescribed herein, it shall be the responsibility of the Consultant to provideall
salaries, wages, materials, equipment, Subconsultants, and other purchased services, etc., as
necessary to complete said Services.
16.10 INTENT OF AGREEMENT:
16.10.1 The intent of the Agreement is for the Consultant to provide design and
other services, and to include all necessary items for the proper completion of such
services for a fully functional Project which, when constructed in accordance with the
design, will be able to be used by the City for its intended purpose. The Consultant shall
perform, as Basic Services, such incidental work which may not be specifically
referenced, as necessary to complete the Project.
16.10.2 This Agreement is for the benefit of the parties only and it does not grant
rights to a third party beneficiary, to any person, nor does it authorize anyone not a party
to the Agreement to maintain a suit for personal injuries, professional liability, or property
damage pursuant to the terms or provisions of the Agreement.
16.10.3 No acceptance, order, payment, or certificate of or by the City, or its
employees or agents, shall either stop the City from asserting any rights or operate as a
waiver of any provisions hereof or of any power or right herein reserved to the City or of
any rights to damages herein provided.
16.11 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 nod modification,
amendment or alteration in the terms or conditions contained herein shall be effective unless
memorialized in written document approval and executed with the same formality and of equal
dignity herewith.
28
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed
in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attest CITY OF MI An A CH:
2111
CITY CLERKc �, ',......L..� OR
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Attest �� '• >P I�EhT' '& SCHNARS PA.
Signat re/ :creta /7, =. Sipa
9 ry ► �%`: � re/President -Vickk•
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Print Name 4``�•. :; ;v, ttlWt ame
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= SEAL 18 _
1988
�- •�'yf�rera?`•': � APPROVED AS TO
� FORM &LANGUAGE
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City Attorney Rap Date
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"29
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SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND
Keith & Schnars PA.
CONSULTANT SERVICE ORDER
Service Order No. _for Consulting Services.
TO: Keith & Schnars PA.
6500 N Andrews Avenue
Ft. Lauderdale, FL. 33309
PROJECT NAME: Project Name
DATE:
Pursuant to the agreement between the City of Miami Beach and Consultant for
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SERVICES FOR
CAPITAL RENEWAL AND REPLACEMENT PROJECTS (RFQ 2018-141-ND) you are directed
to provide the following services:
SCOPE OF SERVICES:
Per attached proposal dated , to be considered part of this Agreement.
Estimated calendar days to complete this work: Days
Original.Service Order Amount: $
• Total From Previous Additional Service Orders: $
Fee for this Service Order is Lump Sum/Not to Exceed amount
of:
Total Agreement to Date': $
City's Project Date
Coordinator/Manager
Assistant Director - Date Consultant. Date
Project Administrator-Director Date
Section 287.055,Florida Statutes,commonly known as the Consultant's Competitive Negotiation Act(CCNA),is applicable to the selection of professional
services consultants(architecture,professional engineering,landscape architecture,or registered surveying and mapping)by public agencies for projects valued
up to the amount established in Category 5,Section 287.017,Florida Statutes(currently$325,000 or as amended by law)or for a planning or study activity
valued up to the amount established in Category 2,Section 287.017,Florida Statutes(currently$35,000 or as amended by law).
30
SCHEDULE B
CONSULTANT COMPENSATION
Schedule of Payments
Planning Services * $XXXXXXXX
Design Services* $XXXXXXXX
Bidding and Award Services $XXX)UUUUC
Construction Administration ** $XXXXXXXX
Reimbursable Allowance*** $XXXXXXXX
Note*: These services will be paid lump sum based on percentage complete of each
phase as identified in the individual tasks.
Note**: Construction Administration will be paid on a monthly basis upon
commencement of construction.
In the event that, through no fault of the Consultant, Construction 'Administration
services are required to be extended, which extension shall be subject to prior City
approval, and what shall be at the City's sole discretion, the Consultant agrees to extend
said services for$XXXXXX, per month, for the duration required to complete the Project.
Note***: The Reimbursable Allowance belongs to the City and must be approved in
writing, in advance, by the Project Administrator. Unused portions will not be paid to the
Consultant.
31
SCHEDULE C
HOURLY BILLING RATE SCHEDULE
Project Principal $172.50 Project Engineer(Coastal or $116.15
Other)
Project Manager $138.00 Sr. Field Services Professional $116.15
Senior Civil Engineer $138.00 Field Services Professional $ 80.50
Civil Engineer $116.15 Threshold Inspector $138.00
Senior Electrical Engineer , $138.00 Structural Special Inspector $109.25
Electrical Engineer $116.15 Technical Editor $ 74.75
Senior Mechanical Engineer $138.00 Senior GIS Specialist $116.15
Mechanical Engineer $116.15 GIS Specialist $ 86.25
Senior Structural Engineer $138.00 Staff Engineer/Geologist/Scientist $ 94.30
Structural Engineer $116.15 Landscape Designer $ 95.45
Senior Environmental Engineer $138.00 Planner $116.15
Environmental Engineer $116.15 Project Principal ( Structural Engineer) $172.50
Environmental Technician $ 74.75 Project Manager(Structural Engineer) $138.00.
Environmental Specialist $ 63.25 CAD Technician (Structural) $ 63.25
Environmental Permit Specialist $ 63.25 Traffic Engineers $116.15
Project Scientist $120.75 Cost Estimator $ 74.75
Senior Surveyor $138.00 Specifications Writer $ 63.25_
Surveyor $116.15 Construction Administrator/Manager $ 94.30
Surveyor Support Staff $ 69.00 Senior Project Manager $138.00
Senior Architect $138.00 MEP Project Engineer $138.00
Architect $116.15 Horticultural/maintenance Consultant $ 86.25
Senior Designer $138.00 Irrigation Engineer $ 94.30
Designer $ 95.45 Job Captain $ 92.00
Senior Urban Planner -,$138.00 Interior Designer , $ 95.45
Senior CAD Technician '$ 69.00 Principal/Director of Design $138.00
CAD Technician $ 63.25
Senior Landscape Architect $138.00
Landscape Architect $116.15
Clerical $ 40.25
Administrative Assistant $ 40.25
Survey Crew Party of2 $140.68
Survey Crew Party of 2w/GPS $168.51
Survey Crew Party of 3 $170.44
Survey Crew Party of 3w/GPS $197.01
Survey Crew Party of 4 $211.31
Survey Crew Party of 4 w/GPS $250.13
Sr. Inspector(CEI) $103.50
Inspector(CEI, Field or $ 94.88
Construction)'
•
32
SCHEDULE D
APPROVED SUBCONSULTANTS
nr.
33
ATTACHMENT A
RESOLUTION, COMMISSION ITEM, AND COMMISSION MEMORANDUM
•
34
RESOLUTION NO. 2018-30534
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PERTAINING TO THE RANKING OF PROPOSALS PURSUANT TO
REQUEST FOR QUALIFICATIONS (RFQ) NO. 2018-141-ND, FOR PROFESSIONAL
ARCHITECTURAL AND ENGINEERING SERVICES FOR CAPITAL RENEWAL AND
REPLACEMENT PROJECTS; AUTHORIZING THE ADMINISTRATION TO ENTER
INTO NEGOTIATIONS WITH WILLIAM B. MEDELLIN ARCHITECT P.A., CSA
CENTRAL, INC., SCHINDLER ARCHITECTS, INC., TSAO DESIGN GROUP,
INCORPORATED, CPH, INC., SOL-ARCH, INC.,WILLIAM LANE ARCHITECT, INC.,
MOSS ARCHITECTURE AND DESIGN GROUP, INC., ALLEGUEZ
ARCHITECTURE, INC., R.J. HEISENBOTTLE ARCHITECTS, AND P.A., VITALINI
CORAZZINI, P.A., FOR THE DISCIPLINE OF GENERAL ARCHITECTURE;
AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH,
SAVINO & MILLER DESIGN STUDIO, P.A., KEITH AND SCHNARS, P.A., CPH,
INC., CURTIS & ROGERS DESIGN STUDIO, INC., CHEN-MOORE ASSOCIATES,
AND MILLER, LEGG & ASSOCIATES, INC., FOR THE DISCIPLINE OF
LANDSCAPE ARCHITECTURE; AUTHORIZING THE ADMINISTRATION TO
ENTER INTO NEGOTIATIONS WITH SCHWEBKE-SHISKIN & ASSOCIATES, INC.,
CES CONSULTANTS, INC., CHEN-MOORE ASSOCIATES, 305 CONSULTING
ENGINEERS, LLC, MILLER, LEGG & ASSOCIATES, INC., AND SRS
ENGINEERING, INC., FOR THE DISCIPLINE OF CIVIL ENGINEERING;
AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH E
SCIENCES, INC., TERRACON CONSULTANTS, INC., EBS ENGINEERING, INC.,
AND CSA CENTRAL, INC., FOR THE DISCIPLINE OF ENVIRONMENTAL
SERVICES AND TESTING ENGINEERING; AUTHORIZING THE ADMINISTRATION
TO ENTER INTO NEGOTIATIONS WITH CSA CENTRAL,. INC., 3FM
ENGINEERING, INC., AND UCI ENGINEERING INC., FOR THE DISCIPLINE OF
MECHANICAL, ELECTRICAL, AND PLUMBING ENGINEERING; AUTHORIZING
THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH 305
CONSULTING ENGINEERS, LLC, EASTERN ENGINEERING GROUP COMPANY,
CES CONSULTANTS, INC., MASTER CONSULTING ENGINEERS, INC., UCI
•
ENGINEERING INC., AND DIAZ, CARRENO, SCOTTI & PARTNERS, INC., FOR
THE DISCIPLINE OF STRUCTURAL ENGINEERING; AUTHORIZING THE
ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TSAO DESIGN
GROUP, INCORPORATED, AND MC DESIGNERS, INC., FOR THE DISCIPLINE OF
INTERIOR DESIGN ! SPACE PLANNING; AUTHORIZING THE ADMINISTRATION
TO ENTER INTO NEGOTIATIONS WITH SCHWEBKE-SHISKIN & ASSOCIATES,
INC. FOR THE DISCIPLINE OF SURVEYING; AND FURTHER AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH EACH OF THE
RECOMMENDED PROPOSERS UPON CONCLUSION OF SUCCESSFUL
NEGOTIATIONS BY THE ADMINISTRATION.
WHEREAS, on February 14, 2018, the City Commission approved the issuance of
Request for Qualifications (RFQ) No. 2018-141-ND for Professional Architectural and
Engineering Services for Capital Repair and Replacement Projects; and
WHEREAS, Request for Qualifications No. 2018-141-ND (the "RFQ")was released on
February 15, 2018; and •
• WHEREAS, a voluntary pre-proposal meeting was held on February 27, 2018; and
WHEREAS,on May 7, 2018, the City received thirty-seven (37) proposals; and
WHEREAS, on February 26, 2018 the City Manager via Letter to Commission (LTC)No.
105-2018, appointed an Evaluation Committee (the "Committee"), consisting of the following
individuals: Lily Alvarez, Construction Manager, Property Management Department, City of
Miami Beach; Pilar Caurin, Construction Manager, Office of Capital Improvement Projects, City
of Miami Beach; Elizabeth Estevez, Parks and Capital Projects Manager, Parks and Recreation
Department, 'City of Miami Beach; and Francisco Garcia, Construction Manager, Property
Management Department, City of Miami Beach;and
WHEREAS, the Committee convened on August 6, 2018 to review and score the
remaining proposals; and
WHEREAS,the Committee was provided an overview of the project, information relative
to the City's Cone of Silence Ordinance and the Government Sunshine Law, general information
on the scope of services, and a copy of each proposal;and
WHEREAS, the Committee was instructed to score and rank each proposal pursuant to
the evaluation criteria established in the RFQ; and
WHEREAS, the Committee's ranking for the discipline of General Architecture was as
follows: William B. Medellin Architect P.A„ as the first ranked proposer; CSA Central, Inc., as
the second ranked proposer; Schindler Architects, Inc. and TSAO Design Group, Incorporated,
tied as the third ranked proposers; CPH, Inc., as the fifth ranked proposer, Sol-ARCH, Inc., as
the sixth ranked proposer; William Lane Architect, Inc., as the seventh ranked proposer; Moss
. Architecture and Design Group, Inc., as the eighth ranked proposer; Alleguez Architecture, Inc.,
as the ninth ranked proposer; R.J. Heisenbottle Architects, and P,A., as the tenth ranked
proposer; Vitalini Corazzini, P.A., as the eleventh ranked proposer; ArcBuilders and Group •
Incorporated, as the twelfth rankedt' proposer; Alejandro Pardo Architecture, Inc., as the
thirteenth ranked proposer; and UCI Design, Inc., as the fourteenth ranked proposer; and
WHEREAS,the Committee's ranking for the discipline of Landscape Architecture was as
follows: Savino & Miller Design Studio, P.A., as the first ranked proposer; Keith and Schnaps,
P.A., as the second ranked proposer; CPH, Inc., as the third ranked proposer; Curtis & Rogers
Design Studio, Inc., as the fourth ranked proposer; Chen-Moore Associates, as the fifth ranked
proposer; Miller, Legg & Associates, Inc., as the sixth ranked proposer; Calvin, Giordano &
Associates, Inc., as the seventh ranked proposer; and Landscape DE, LLC, as the eighth
ranked proposer;and
WHEREAS, the Committee's ranking for the discipline of Civil Engineering was as
follows: Schwebke-Shiskin & Associates, Inc., as the first ranked proposer; CES Consultants,
Inc., as the second ranked proposer, Chen-Moore Associates,as the third ranked proposer;305
Consulting Engineers, LLC, Miller, Legg & Associates, Inc., and SRS Engineering, Inc., tied as
the fourth ranked proposers; CPH, Inc., as the seventh ranked proposer; and T.Y. Lin
International, as the eighth ranked proposer; and
WHEREAS, the Committee's ranking for the discipline of Environmental Services and
Testing Engineering was as follows: E Sciences, Inc., as the first ranked proposer; Terracon
Consultants, Inc., as the second ranked proposer; EBS Engineering, Inc., as the third ranked
proposer; CSA Central, Inc., as the fourth ranked proposer; and Florida Technical Consultants,
LLC, as the fifth ranked proposer;and
WHEREAS, the Committee's ranking for the discipline of Mechanical, Electrical, and
Plumbing Engineering was as follows: CSA Central, Inc. and Ross& Baruzzini, lnc., tied as the
first ranked proposers; 3FM Engineering, Inc., as the third ranked proposer; and UCI
Engineering Inc., as the fourth ranked proposer;and
WHEREAS, subsequent to the evaluation of proposals, Ross & Baruzzini, Inc. submitted
the a letter indicating that without local MEP resources it no longer wished to be considered for
award; and
WHEREAS, the Committee's ranking for the discipline of Structural Engineering was as
follows: 305 Consulting Engineers, LLC and Eastern Engineering Group Company, tied as the
first ranked proposers; CES Consultants, Inc., as the third ranked proposer; Master Consulting
Engineers, Inc., as the fourth ranked proposer; UCI Engineering Inc., as the fifth ranked
proposer; and Diaz, Carreno, Scotti & Partners, Inc., as the sixth ranked proposer; and
WHEREAS, the Committee's ranking for the discipline of Interior Design / Space
Planning was as follows: TSAO Design Group, Incorporated, as the first ranked proposer; and
MC Designers, Inc., as the second ranked proposer; and
WHEREAS, the Committee's ranking for the discipline of Surveying was follows:
Schwebke-Shiskin&Associates, Inc.,as the first ranked proposer;and
WHEREAS, after reviewing all the submissions and the results of the evaluation
process, the City Manager recommends that the Administration be authorized to enter into
negotiations as follows:
William B. Medellin Architect P.A., CSA Central, Inc., Schindler Architects, Inc., TSAO
Design Group, Incorporated, CPH, Inc., Sol-ARCH, Inc., William Lane Architect,.Inc.,
Moss Architecture and Design Group, Inc. Alleguez Architecture, Inc., R.J. Heisenbottle
Architects, and P.A., Vitalini Corazzini, P.A., for the discipline of General Architecture.
Savino & Miller Design Studio, P.A., Keith and Schnars, P.A., CPH, Inc., Curtis& Rogers
Design Studio, Inc., Chen-Moore Associates. and Miller, Legg &Associates, Inc., for the
discipline of Landscape Architecture.
Schwebke-Shiskin & Associates, Inc., CES Consultants, Inc., Chen-Moore Associates,
305 Consulting Engineers, LLC, Miller, Legg &Associates, Inc., and SRS Engineering,
Inc., for the discipline of Civil Engineering.
E Sciences, Inc., Terracon Consultants, Inc., EBS Engineering, Inc., and CSA Central,
Inc., for the discipline of Environmental Services and Testing Engineering.
CSA Central, Inc., 3FM Engineering, Inc., and UCI Engineering Inc., for the discipline of
Mechanical, Electrical, and Plumbing Engineering.
305 Consulting Engineers, LLC, Eastern Engineering Group Company, CES
Consultants, Inc., Master Consulting Engineers, Inc., UC1 Engineering Inc., and Diaz,
Carreno, Scotti & Partners, Inc., for the discipline of Structural Engineering.
TSAO Design Group, Incorporated, and MC Designers, Inc., for the discipline of Interior
Design/Space Planning.
Schwebke-Shiskin &Associates, Inc.for the discipline of Surveying.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission hereby accept the recommendation of the City Manager pertaining to the ranking
of proposals pursuant to Request for Qualifications (RFQ) No. 2018-141-ND for Professional
Architectural and Engineering Services for ,Capital Repair and Replacement Projects;
authorizing the administration to enter into negotiations with William B. Medellin Architect P.A.,
CSA Central, Inc., Schindler Architects, Inc., TSAO Design Group, Incorporated. CPH, Inc., Sol-
ARCH, Inc William Lane Architect, Inc., Moss Architecture and Design Group, Inc., Alleguez
Architecture, Inc., R.J. Heisenbottle Architects, and P.A., Vitalini Corazzini, P.A., for the
discipline of General Architecture; authorizing the Administration to enter into negotiations with
Savino & Miller Design Studio, P.A., Keith and Schnars, P.A, CPH, Inc., Curtis & Rogers
Design Studio, Inc., Chen-Moore-Associates, and Miller, Legg & Associates, Inc., for the
discipline of Landscape Architecture; authorizing the Administration to enter into negotiations
with Schwebke-Shiskin &Associates, Inc., CES Consultants, Inc., Chen-Moore Associates, 305
Consulting Engineers, LLC, Miller, Legg & Associates, Inc., and SRS Engineering, Inc., for the
discipline of Civil Engineering; authorizing the Administration to enter into negotiations with E
Sciences, Inc., Terracon Consultants, Inc., EBS Engineering, Inc., and CSA Central, Inc., for the
discipline of Environmental Services And Testing Engineering; authorizing the Administration to
enter into negotiations with CSA Central, Inc., 3FM Engineering, Inc., and UCI Engineering Inc.,
for the discipline of Mechanical, Electrical, And Plumbing Engineering; authorizing the
Administration to enter into negotiations with 305 Consulting Engineers, LLC, Eastern
Engineering Group Company, CES Consultants, Inc., Master.Consulting Engineers, Inc., UCI
Engineering Inc., and Diaz, Carreno, Scotti &-Partners, Inc., for the discipline of Structural
Engineering; authorizing the Administration to enter into negotiations with TSAO Design Group,
Incorporated, and MC Designers, Inc., for the discipline of Interior Design I Space Planning;
authorizing the Administration to enter into negotiations with Schwebke-Shiskin & Associates,
Inc. for the discipline of Surveying; and furtherauthorizing the Mayor and City Clerk to execute
an agreement with each of the recommended proposers upon conclusion of successful
negotiations by the Administration. //
PASSED AND ADOPTED this /7 day of GC/dCJer 2018.
ATTEST:
OC:A......--L_____:.
i ttihalb,
RAF EL E. GRANADO, CITY CLE , ;T DAN GELBER, MAYOR
F:IPURC1Soricitations1201812018-141-ND Qcia_ AsLa sHC � 5,110-AwardIRESO 2018-141-ND.doc
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city Attorney ,p Date
Resolutions-C7 P
MIAMI BEACH
•
COMMISSION MEMORANDUM
TO: Honorable Mayor and Members of the City Commission •
FROM: Jimmy L. Morales, City Manager
DATE: October 17, 2018
SUBJECT:A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, ACCEPTING THE RECOMMENDATION OF THE CITY
MANAGER PERTAINING TO THE RANKING OF PROPOSALS PURSUANT TO
REQUEST FOR QUALIFICATIONS (RFQ) NO. 2018-141-ND, FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES FOR
CAPITAL RENEWAL AND REPLACEMENT PROJECTS; AUTHORIZING THE
ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH WILLIAM B.
MEDELLIN ARCHITECT P.A., CSA CENTRAL, INC., SCHINDLER ARCHITECTS,
INC., TSAO DESIGN GROUP, INCORPORATED, CPH, INC., SOL-ARCH, INC.,
WILLIAM LANE ARCHITECT, INC., MOSS ARCHITECTURE AND DESIGN
GROUP, INC., ALLEGUEZ ARCHITECTURE, INC., R.J. HEISENBOTTLE
ARCHITECTS, AND P.A., VITALINI CORAZZINI, P.A., FOR THE DISCIPLINE OF
GENERAL ARCHITECTURE; AUTHORIZING THE ADMINISTRATION TO ENTER
INTO NEGOTIATIONS WITH SAVINO & MILLER DESIGN STUDIO, RA, KEITH
AND SCHNARS, P.A., CPH, INC., CURTIS & ROGERS DESIGN STUDIO, INC.,
CHEN-MOORE ASSOCIATES, AND MILLER, LEGG & ASSOCIATES, INC., FOR
THE DISCIPLINE OF LANDSCAPE ARCHITECTURE; AUTHORIZING THE
ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SCHWEBKE-
•SHISKIN & ASSOCIATES. INC., CES CONSULTANTS, INC., CHEN-MOORE
ASSOCIATES, 305 CONSULTING ENGINEERS, LLC, MILLER, LEGG &
ASSOCIATES, INC., AND SRS ENGINEERING, INC., FOR THE DISCIPLINE OF
CIVIL ENGINEERING; AUTHORIZING THE ADMINISTRATION TO ENTER INTO
NEGOTIATIONS WITH E SCIENCES, INC., TERRACON CONSULTANTS, INC.,
EBS ENGINEERING, INC.,AND CSA CENTRAL, INC., FOR THE DISCIPLINE OF
ENVIRONMENTAL SERVICES AND TESTING ENGINEERING; AUTHORIZING
THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH CSA CENTRAL,
INC., 3FM ENGINEERING, INC., AND UCI ENGINEERING INC., FOR THE
DISCIPLINE OF MECHANICAL, ELECTRICAL, AND PLUMBING ENGINEERING;
AUTHORIZING THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH
305 CONSULTING ENGINEERS, LLC. EASTERN ENGINEERING GROUP
COMPANY, CES CONSULTANTS, INC., MASTER CONSULTING ENGINEERS,
INC., UCI ENGINEERING INC., AND .DIAZ, CARRENO, SCOTT! & PARTNERS,
INC., FOR THE DISCIPLINE OF STRUCTURAL ENGINEERING; AUTHORIZING
THE ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH TSAO DESIGN
GROUP, INCORPORATED, AND MC DESIGNERS, INC., FOR THE DISCIPLINE
OF INTERIOR DESIGN / SPACE PLANNING; AUTHORIZING THE
ADMINISTRATION TO ENTER INTO NEGOTIATIONS WITH SCHWEBKE-
SHISKIN & ASSOCIATES, INC. FOR THE DISCIPLINE OF SURVEYING; AND
FURTHER AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN
Page 436 of 1637
AGREEMENT WITH EACH OF THE RECOMMENDED PROPOSERS UPON
CONCLUSION OF SUCCESSFUL NEGOTIATIONS BYTHE ADMINISTRATION. •
RECOMMENDATION
Adopt the Resolution
ANALYSIS
On September 28, 2004, through Resolution 2004-24697, the City Commission created the Capital
Renewal and Replacement Program (the "CRR Program").The intent of the CRR Program is to
provide funding for proactive renewal and replacement of the City's facilities and the building systems
within those facilities (e.g., HVAC, roofs, fire safety systems, etc). The CRR program is also used to
execute small repairs, remodels or renovation projects, with total project budgets under $325,000.
The average value of the current CRR projects is approximately $158,000, but can be as low as
$25,000 or less. In addition to CRR projects, award(s) of this RFQ may also be used for other small
projects.
Section 287.055, Florida Statutes, commonly known as the Consultant's Competitive Negotiation Act
(CCNA), is applicable to the selection of professional consultant services (architecture, professional
engineering, landscape architecture, or registered surveying and mapping) by public agencies for
projects valued up to the amount established in Category 5, Section 287.017, Florida Statutes
(currently $325,000 or as amended by law) or for a planning or study activities valued up to the
amount established in Category 2, Section 287.017, Florida Statutes (currently $35,000 or as
amended by law). Even for projects below these thresholds, an architect or engineer is often required
to develop construction documents for construction and permitting. Award of this RFQ will expedite
the selection of architects and engineers as required for small projects.
In order to maximize the cost effectiveness of small projects, through this RFQ the City sought to
establish a pool of qualified architectural and engineering consultants interested in providing the City
with professional services for small projects. The categories of work are, as further defined in
Appendix C, Architecture — General, Architecture — Landscape Architecture, Engineering —
Environmental Services and Testing, and Engineering — Mechanical, Electrical & Plumbing,
Engineering—Structural.
RFQ PROCESS
On February 14, 2018,the City Commission approved to issue the Request for Qualifications (RFQ)
No. 2018-141-ND for Professional Architectural and Engineering Services for Capital Repair and
• Replacement Projects. On February 15, 2018, the RFQ was issued.A voluntary pre-proposal
conference to provide information to proposers submitting a response was held on February 27,
2018. Seven addenda were issued. The Procurement Department issued bid notices to 275
companies utilizing www.publicpurchase.com website. 263 prospective bidders accessed the
advertised solicitation. RFQ responses were due and received on May 7, 2018.
The City received proposals in response to the RFQ from the following 37 firms for a variety of
categories as indicated in Attachment A:
305 Consulting Engineers, LLC
3FM Engineering, Inc.
Alejandro Pardo Architecture, Inc.
AlleguezArchitecture, Inc.
ArcBuilders and Group Incorporated
• Page 437 of 1637
Calvin, Giordano&Associates, Inc.
CES Consultants, Inc.
Chen-Moore Associates
CPH, Inc.
CSA Central, Inc.
Curtis &Rogers Design Studio, Inc.
Diaz, Carreno, Scotti&Partners, Inc.
E Sciences, Inc.
• Eastern Engineering Group Company
EBS Engineering, Inc.
Florida Technical Consultants, LLC
Keith and Schnars,P.A
Landscape DE, LLC
Master Consulting Engineers, Inc.
MC Designers, Inc.
Miller, Legg&Associates, Inc.
Moss Architecture and Design Group, Inc.
R.J. Heisenbottle Architects, P.A.
Ross&Baruzani, Inc.
Savino& Miller Design Studio, P.A.
Schindler Architects, Inc.
Schwebke-Shiskin&Associates, Inc.
Sol-ARCH, Inc.
SRS Engineering, Inc.
T.Y. Lin International •
Terracon Consultants, Inc.
TSAO Design Group, Incorporated
UCI Engineering Inc.
UCI Engineering, Inc.D/B/A UCI Design, Inc.
Utalini Corazzini, P.A.
William B. Medellin Architect P.A
William Lane Architect, Inc.
On February 26, 2018, the City Manager appointed the Evaluation Committee via LTC # 105-2018.
The Evaluation Committee convened on August 6, 2018, to consider proposals received. The
Committee was comprised of Lily Alvarez,Construction Manager, Property Management Department,
City of Miami Beach; Pilar Caurin, Construction Manager, Office of Capital Improvement Projects,
City of Miami Beach; Elizabeth Estevez, Capital Projects Manager, Parks and Recreation
Department, City of Miami Beach; and Francisco Garcia, Construction Manager, Property
Management Department, City of Miami Beach. The Committee was provided an overview of the
project, information relative to the City's Cone of Silence Ordinance and the Government Sunshine
Law. The Committee was also provided with general information on the scope of services and a copy
of each proposal. The Committee was instructed to score and rank each proposal pursuant to the
evaluation criteria established in the RFQ.
The evaluation process resulted in the ranking of proposers as indicated in Attachment A.
Subsequent to the evaluation of proposals, Ross & Baruzani, Inc. submittedthe attached letter
indicating that without local MEP resources it no longer wished to be considered for award.
Due to the large number of responses, a summary of each top-ranked firm or the firm's'proposal is
available upon request.
Page 438 of 1637
CONCLUSION
After reviewing all the submissions and the results of the evaluation process, I note that the City is
fortunate to have received a large number of responses to the RFQ. In determining the number of
firms to award in each category,staff has recommended the number of firrrs believed to be necessary
to complete the volume of work available for each category. Awarding too many firms in any given
category would not be in the City's best interest as,an insufficient volume of projects may cause, the
awarded firms to become disinterested and not provide the necessary level of service to the City.
Therefore, I recommend that the Mayor and City Commission approve the Resolution authorizing the
Administration to enter into negotiations as follows:
William B. Medellin Architect P.A, CSA Central, Inc., Schindler Architects, Inc., TSAO Design
Group, Incorporated, CPH, Inc., Sol-ARCH, Inc., William Lane Architect, Inc., Moss Architecture and
Design Group, Inc., Alleguez Architecture, Inc., R.J. Heisenbottle Architects, and P.A., Vitatini
Corazzini, P.A., for the discipline of General Architecture.
Savino & Miller Design Studio, RA., Keith and Schnars, P.A, CPH, Inc., Curtis & Rogers Design
Studio, Inc., Chen-Moore Associates, and Miller, Legg & Associates, Inc., for the discipline of
Landscape Architecture.
Schwebke-Shiskin & Associates, Inc., CES Consultants, Inc., Chen-Moore Associates, 305
Consulting Engineers, LLC, Miller, Legg & Associates, Inc.,,and SRS Engineering, Inc., for the
discipline of Civil Engineering.
E Sciences, Inc., Terracon Consultants, Inc., EBS Engineering, Inc., and.CSA Central, Inc., for the
discipline of Environmental Services and Testing Engineering.
CSA Central, Inc., 3FM Engineering, Inc., and UCI Engineering Inc.,for the discipline of Mechanical,
Electrical,and Plumbing Engineering.
•
305 Consulting Engineers, LLC, Eastern Engineering Group Company, CES Consultants, Inc.,
Master Consulting Engineers, Inc., UCI Engineering Inc., and Diaz, Carreno, Scotti & Partners, Inc.,
for the discipline of Structural Engineering.
TSAO Design Group, Incorporated, and MC Designers, Inc., for the discipline of Interior Design I
Space Planning.
Schwebke-Shiskin &Associates, Inc.for the discipline of Surveying.
and further authorize the Mayor and City Clerk to execute an agreement with each of the
recommended proposers upon conclusion of successful negotiations by the Administration.
KEY INTEN DED OUTCOMES SUPPORTED
Build And Maintain Priority Infrastructure With Full Accountability
FINANCIAL IN FORMATION
The cost of the related services, determined upon successful negotiations, are subject to funds
availability approved through the City's budgeting process.
Legislative Tracking
Property Management/Procurement
Page 439 of 1637
ATTACHMENTS:
Description
❑ Attachment A
❑ Ross and Barazzuni Letter
o Resolution
•
•
Page 440 of 1637
CONFIRMATORY BILL OF SALE AND ASSIGNMENT OF ASSETS
THIS CONFIRMATORY BILL OF SALE AND ASSIGNMENT OF ASSETS is
executed and delivered effective as of the 1st day of January, 2019, by and between Keith and
Schnars, P.A., a Florida professional association (the "Seller"), and KCI Technologies, Inc., a
Delaware corporation (the "Buyer"). All capitalized terms used but not otherwise defined in this
Bill of Sale and Assignment of Assets shall have the meanings given to them in the Purchase
Agreement(as defined•below)..
WHEREAS, the Buyer and the Seller have entered into an Asset Purchase Agreement, of
even date herewith (the "Purchase Agreement"), providing for the purchase by the Buyer of
substantial assets of the Seller related to Seller's Business (as definedin the Purchase Agreement).
The Closing under the Purchase Agreement occurred on January 1, 2019,and the partieshereby
confirm the sale and assignment of all of the Purchased Assets under the Purchase Agreement
effective as of such date.
NOW, THEREFORE, pursuant to the Purchase Agreement, and for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller hereby
grants, bargains, sells, delivers, transfers, sets over, assigns, and conveys to the Buyer and its
'successors and assigns, free and clear of any and all Encumbrances of any kind, other than
Permitted Encumbrances, all of the Purchased Assets (as defined in the Purchase Agreement);
provided, however, that the Purchased Assets shall not include any liability or obligation other than
the Assumed Liabilities (as defined in the Purchase Agreement).
TO HAVE.AND TO HOLD the Purchased Assets unto the Buyer and its successors and
assigns, to its and their own use and benefit forever, and the Seller, for itself and its successors and
assigns,covenants to and agrees with the Buyer to warrant and defendthe sale,transfer,assignment,.
conveyance, and delivery of the Purchased Assets unto the Buyer and its successors and assigns,
against all lawful claims and demands.
The Seller covenants and agrees with the Buyer that the Seller will, whenever and as
often as reasonably required to do so by the Buyer, do, execute, acknowledge, and deliver any
and all other and further acts, titles, deeds, assignments, transfers, conveyances, confirmations,
powers of attorney and any instrument of further assurance, approvals, and consents as the Buyer
may reasonably require in order to complete, ensure, and perfect the transfer, conveyance, and
'assignment to the Buyer of all the right, title, and interest of the Seller in and to each of the
Purchased Assets.
Nothing in this instrument, expressed or implied, is intended or shall be construed to
confer upon or give to any person, firm or corporation other than the parties hereto and their
respective successors and assigns any remedy or claim under or by reason of this instrument or
any term, covenant,or condition hereof; and'all the terms, covenants, conditions and agreements
in this.instrument shall be for the sole and exclusive benefit of the parties hereto and their
respective successors and assigns.
All of the terms and provisions of this Bill of Sale and Assignment of Assets shall be
binding upon the Seller and its respective successors and assigns, and shall inure to the benefit of
the Buyer and its.successors and assigns. This Bill of Sale and Assignment of Assets shall be.
governed by the laws of the State of Florida, without reference to any conflicts of laws principles.
This Bill of Sale and Assignment of Assets may be executed in counterparts and deliver by
electronic transmission, all of which counterparts shall be deemed to be one and the same original
agreement.
-Signatures appear on the following pages-
2
IN WITNESS WHEREOF,the parties have caused the due execution of this Confirmatory
Bill of Sale and Assignment of Assets,under seal,as of the day and year first above written.
KEITH AND SCHNARS,P.A.
// (SEAL)
By: /'1,?.c.
Name: Errol Kalay&7—'
Title: President
On this `day of ��{�('Uqf in the year 2019 before me, the undersigned,
personally appeared.Errol Kalayci,,personally known to me or proved to me on the basis of satisfactory
evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me
that he executed the same in his capacity, that by his signatureon the instrument, the individual, or the
person upon behalf of which the individual'acted,executed the instrument,.and that such individual made
such appearance before the undersigned.in 1?)(13t3gre, County,State of Florida.
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-Signatures continue on the following page-
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Signature page to Confirmato►y Bill of Sale and Assignment of Assets
KCI TECHNOLOGIES,INC.
. i
By: ' (SEAL)
Name: 'Z .
Title: ct=o ike.
On this +kday of2i in the year 2019 before me, the undersigned,
personally appeared najkay� ,personally known to me or proved to me on the
basis of satisfactory evidence to be the individual whose name issubscribed to the within instrument and
acknowledged to me that he executed the same in his capacity,that by his signature on the instrument,the
individual,or the person upon behalf of which the individual acted,executed the instrument,and that such
individual made such appearance before the undersigned in 6ai ft oto(e County,
State of Maryland.
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Signature page to Confirmatory Bill of Sale and Assignment of Assets
QQ Request for Taxpayer
Form —9 Give Form to the
(Rev.October201B) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ►Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name(as shown on your income tax return).Name is required on this line;do not leave this line blank.
KCI Technologies, Inc.
2 Business name/disregarded entity name,if different from above
cO 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1.Check only one of the 4 Exemptions(codes apply only to
ro following sever boxes. certain entities,not individuals;see
instructions on page 3):
p ❑ Individual/sole proprietor or ❑ C Corporation ❑,/ S Corporation ❑ Partrership ❑ Trust/estate
rn single-member LLC
c o Exempt payee code(i any)
❑ Limited liability company.Enter the tax classification(C=C corporation,S=S corporation,P=Partnership)►
p Note:Check the appropriate box in the line above for the tax classification of the single-member owner. Do not check Exemption from FATCA reporting
Ts; LLC if the LLC is classified as a single-member LLC that is disregarded from the owner unless the owner of the LLC is
code(if. any)
' c another LLC that is not disregarded from the owner for U.S.federal tax purposes.Otherwise,a single-member LLC that
Cr. is disregarded from the owner should check the appropriate box for the tax classification of its owner.
❑ Other(see instructions)► (Applies a accounts maintained oufsde Me U.S.)
o.
5 Address(number,street,and apt.or suite no.)See instructions. Requester's name and address(optional)
a) 936 Ridgebrook Road
6 City,state,and ZIP code
Sparks, MD 21152
7 List account number(s)here(optional)
Part I Taxpayer Identification Number(TIN)
Enter your TIN in the appropriate box.The TIN provided must match the name given on line 1 to avoid I Social security number
backup withholding.For individuals,this is generally your social security number(SSN).However,for a
resident alien,sole proprietor,or disregarded entity,see the instructions for Part I,later.For other - -
entities,it is your employer identification number(EIN).If you do not have a number,see How to get a
TIN, later. or
Note:If the account is in more than one name,see the instructions for line 1.Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
5 2 - 1 6 0 4 3 8 6
Part II Certification
Under penalties of perjury,I certify that:
1.The number shown on this form is my correct taxpayer identification number(or I am waiting for a number to be issued to me);and
2.I am not subject to backup withholding because:(a)I am exempt from backup withholding,or(b)I have not been notified by the Internal Revenue
Service(IRS)that I am subject to backup withholding as a result of a failure to report all interest or dividends,or(c)the IRS has notified me that I am
no longer subject to backup withholding;and
3.I am a U.S.citizen or other U.S.person(defined below);and
4.The FATCA code(s)entered on this form(if any)indicating that I am exempt from FATCA reporting is correct.
Certification instructions.You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return.For real estate transactions,item 2 does not apply.For mortgage interest paid,
acquisition or abandonment of secured property,cancellation of debt,contributions to an individual retirement arrangement(IRA),and generally,payments
other than interest and dividends,you are not required to sign the certification,but you must provide your correct TIN.See the instructions for Part II,later.
Sign Signature of p
Here U.S.person► Date► I `�G , I l
General Instructions •Form 1099-DIV(dividends,including those from stocks or mutual
funds)
Section references are to the Internal Revenue Code unless otherwise •Form 1099-MISC(various types of income,prizes,awards,or gross
noted. proceeds)
Future developments.For the latest information about developments •Form 1099-B(stock or mutual fund sales and certain other
related to Form W-9 and its instructions,such as legislation enacted transactions by brokers)
after they were published,go to www.irs.gov/FormW9. •Form 1099-S(proceeds from real estate transactions)
Purpose of Form •Form 1099-K(merchant card and third party network transactions)
An individual or entity(Form W-9 requester)who is required to file an •Form 1098(home mortgage interest), 1098-E(student loan interest),
information return with the IRS must obtain your correct taxpayer 1098-T(tuition)
identification number(TIN)which may be your social security number •Form 1099-C(canceled debt)
(SSN),individual taxpayer identification number(ITIN),adoption •Form 1099-A(acquisition or abandonment of secured property)
taxpayer identification number(ATIN),or employer identification number
(EIN),to report on an information return the amount paid to you,or other Use Form W-9 only if you are a U.S.person(including a resident
amount reportable on an information return.Examples of information alien),to provide your correct TIN.
returns include,but are not limited to,the following. If you do not return Form W-9 to the requester with a TIN,you might
• Form 1099-INT(interest earned or paid) be subject to backup withholding. See What is backup withholding,
later.
Cat.No.10231X Form W-9(Rev 10-2018)
Detail by FEI/EIN Number Page 1 of 3
Florida Department of State DIVISION OF CORPORATIONS •
f/ .org
Department of State / Division of Corporations / Search Records / Detail By Document Number /
Detail by FEI/EIN Number
Foreign Profit Corporation
KCI TECHNOLOGIES, INC.
Filing Information
Document Number P23975
FEI/EIN Number 52-1604386
Date Filed 04/19/1989
State DE
Status ACTIVE
Last Event NAME CHANGE AMENDMENT
Event Date Filed 01/28/1991
Event Effective Date NONE
Principal Address
4041 CRESCENT PARK DRIVE
TAMPA, FL 33578
Changed:01/08/2018
Mailing Address
936 RIDGEBROOK ROAD
ATTN KCI Licenses
SPARKS, MD 21152
Changed:01/11/2017
Registered Agent Name&Address
C T CORPORATION SYSTEM
1200 SOUTH PINE ISLAND ROAD
PLANTATION, FL 33324
Name Changed:01/04/2018
Address Changed:01/04/2018
Officer/Director Detail
Name&Address
Title Chairman
NEIMEYER,TERRY F
936 RIDGEBROOK ROAD
SPARKS,MD 21152
http://search.sunbiz.org/Inquiry/CorporationSearch/Search Res ultDetai l?inquirytype=FeiNu... 4/8/2019
Detail by FEI/EIN Number Page 2 of 3
Title V,CFO,Treasurer
KOSKI,CHRISTINE Y
936 RIDGEBROOK ROAD
SPARKS,MD 21152
Title VP,Secretary
Smith, Bayne
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Director, President,CEO
BEIL, NATHAN J
936 RIDGEBROOK ROAD
SPARKS,MD 21152
Title EVP, Director
GRIFFITH,CHRISTOPHER J
936 RIDGEBROOK ROAD
SPARKS,MD 21152
Title Executive VP
Floyd,Harvey M
936 RIDGEBROOK ROAD
SPARKS,MD 21152
Title Sr.VP
Lang,Gregory Scott
936 RIDGEBROOK ROAD
SPARKS,MD 21152
Title VP
LAWSON, BRYAN
10401 HIGHLAND MANOR DRIVE
SUITE 120
TAMPA,FL 33610
Title VP
RIDDLE, DANIEL S
936 RIDGEBROOK ROAD
SPARKS, MD 21152
Title Officer,Regional Practice Leader
Reed,Bruce K
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 4/8/2019
Detail by FEI/EIN Number Page 3 of 3
6500 North Andrews Avenue
Ft.Lauderdale, FL 33309
Annual Reports,
Report Year Filed Date
2017 01/11/2017
2018 02/13/2018
2019 01/17/2019
Document Images
01/17/2019--ANNUAL REPORT View image in PDF format
02/13/2018--ANNUAL REPORT View image in PDF format
01/04/2018—Rea.Anent Chane@ View image in PDF format
01/11/2017--ANNUAL REPORT View image in PDF format
10/13/2016--AMENDED ANNUAL REPORT View image in PDF format
02/03/2016--ANNUAL REPORT View image in PDF format
04/29/2015--ANNUAL REPORT r View image in PDF format
04/01/2014--ANNUAL REPORT r View image in PDF format
03/20/2013--ANNUAL REPORT View image in PDF format
02/14/2012--ANNUAL REPORT View image in PDF format
02/18/2011--ANNUAL REPORT View image in PDF format
07/08/2010--Rea.Anent Change View image in PDF format
02/24/2010--ANNUAL REPORT View image in PDF format
04/03/2009--ANNUAL REPORT View image in PDF format
01/09/2008--ANNUAL REPORT View image in PDF format
03/09/2007--ANNUAL REPORT View image in PDF format
01/24/2006--ANNUAL REPORT View image in PDF format
02/11/2005--ANNUAL REPORT View image in PDF format
01/19/2004--ANNUAL REPORT View image in PDF format
01/28/2003--ANNUAL REPORT View image in PDF format
03/11/2002--ANNUAL REPORT View image in PDF format
02/27/2001--ANNUAL REPORT View image in PDF format
02/26/2000--ANNUAL REPORT View image in PDF format
03/05/1999--ANNUAL REPORT View image in PDF format
03/10/1998--ANNUAL REPORT View image in PDF format
03/13/1997--ANNUAL REPORT View image in PDF format
04/15/1996--ANNUAL REPORT View image in PDF format
02/02/1995--ANNUAL REPORT View image in PDF format
Flonda Department it State,Division of Corporations
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=FeiNu... 4/8/2019
i
APPENDIX A
MIAMIBEACH
Response Certification ,
Questionnaire &
Requirements Affidavit
RFQ N o . 2015- 144-YG
Constructability, Cost, and Value
Engineering Review Services
DEPARTMENT OF PROCUREMENT
1700 Convention Center Drive
Miami Beach, Florida 33139
MIAMI BEACH
Solicitation No: Solicitation Title:
RFQ No. 2015-160-YG Constructability, Cost,and Value Engineering Review Services
Procurement Contact: Tel: Email:
Febe Perez 305-673-7490 Ext 26615 febeperez a(�.miamibeachfl.gov
STATEMENTS OF QUALIFICATIONS CERTIFICATION, QUESTIONNAIRE & REQUIREMENTS AFFIDAVIT
Purpose: The purpose of this Response Certification, Questionnaire and Requirements Affidavit Form is to inform
prospective proposers of certain solicitation and contractual requirements, and to collect necessary information from
proposers in order to confirm that certain portions of responsiveness, responsibility and other determining factors and
compliance with requirements may be evaluated. This Statement of Qualifications Certification, Questionnaire
and Requirements Affidavit Form is a REQUIRED FORM that must be submitted fully completed and
executed.
1. General Proposer Information:
FIRM NAME: KCI Technologies, Inc.
No of Years in Business: No of Years in Business Locally: No of Employees: 1,600
65 YEARS 8 Months I KCI; 45 Years/K&S
OTHER NAME(S)PROPOSER HAS OPERATED UNDER IN THE LAST 10 YEARS:KEITH & SCHNARS, P.A.
(K&S was Acquired as of 1/1/2019)
FIRM PRIMARY ADDRESS(HEADQUARTERS):936 RIDGEBROOK ROAD
CITY: SPARKS
STATE: MD ZIP CODE:21152
TELEPHONE NO.: (410) 316-7829
TOLL FREE NO.: (800) 572-7496
FAX NO.: (410) 316-7817
FIRM LOCAL ADDRESS:6500 N. ANDREWS AVENUE
CITY: FORT LAUDERDALE
STATE: FL ZIP CODE: 33309
PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: BRUCE REED, RLA, Regional Practice Leader
ACCOUNT REP TELEPHONE NO.: (954) 776-1616
ACCOUNT REP TOLL FREE NO.: (800)488-1255
ACCOUNT REP EMAIL: Bruce.Reed@kci.com
FEDERAL TAX IDENTIFICATION NO.: 52-1604386
The City reserves the right to seek additional information from proposer or other source(s), including but not limited to: any firm or principal
information, applicable licensure, resumes of relevant individuals, client information,financial information, or any information the City deems
necessary to evaluate the capacity of the proposer to perform in accordance with contract requirements.
RFQ 2015-160-YG Appendix A— Page 1
MIAMI BEACH
1. Veteran Owned Business.Is ro oser claiming a veteran owned business status?
YES X NO
SUBMITTAL REQUIREMENT: Proposals claiming veteran owned business status shall submit a documentation proving that firm
is certified as a veteran-owned business or a service-disabled veteran owned business by the State of Florida or United States
federal government,as required pursuant to ordinance 2011-3748.
2. Conflict Of Interest.All Proposals must disclose, in their Statement of Qualifications,the name(s)of any officer,director,agent,or
immediate family member(spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all
Proposals must disclose the name of any City employee who owns,either directly or indirectly,an interest of ten(10%)percent or
more in the Proposer entity or any of its affiliates.
SUBMITTAL REQUIREMENT: Proposals must disclose the name(s) of any officer, director, agent, or immediate family member
(spouse, parent, sibling,and child)who is also an employee of the City of Miami Beach. Proposals must also disclose the name of
any City employee who owns, either directly or indirectly, an interest of ten (10%) percent or more in the Proposer entity or any of
its affiliates
3. References and Past Performance. Proposer shall submit at least three (3) references for whom the proposer has completed
work similar in size and nature as the work referenced in solicitation.
SUBMITTAL REQUIREMENT: For each reference submitted, the following information is required: 1) firm name, 2) contact
individual name and title 3)address 4)telephone 5)contact's email and 6)narrative on scope of services provided.
4. Suspension,Debarment or Contract Cancellation. Has proposer ever been debarred,suspended or other legal violation,or had
a contract cancelled due to non- erformance by an .ublic sector agency?
YES X NO
SUBMITTAL REQUIREMENT: If answer to above is "YES," Proposer shall submit a statement detailing the reasons that led to
action(s).
5. Vendor Campaign Contributions. Proposals are expected to be or become familiar with, the City's Campaign Finance Reform
laws, as codified in Sections 2-487 through 2-490 of the City Code. Proposals shall be solely responsible for ensuring that all
applicable provisions of the City's Campaign Finance Reform laws are complied with,and shall be subject to any and all sanctions,
as prescribed therein,including disqualification of their Statement of Qualifications,in the event of such non-compliance.
SUBMITTAL REQUIREMENT: Submit the names of all individuals or entities (including your sub-consultants) with a controlling
financial interest as defined in solicitation. For each individual or entity with a controlling financial interest indicate whether or not
each individual or entity has contributed to the campaign either directly or indirectly, of a candidate who has been elected to the
office of Mayor or City Commissioner for the City of Miami Beach.
6. Code of Business Ethics. Pursuant to City Resolution No.2000-23879, each person or entity that seeks to do business with the
City shall adopt a Code of Business Ethics("Code")and submit that Code to the Procurement Division with its proposal/response
or within five(5)days upon receipt of request. The Code shall, at a minimum, require the Proposer, to comply with all applicable
governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City of
Miami Beach and Miami Dade County.
SUBMITTAL REQUIREMENT: Proposer shall submit firm's Code of Business Ethics. In lieu of submitting Code of Business
Ethics,proposer may submit a statement indicating that it will adopt,as required in the ordinance,the City of Miami Beach Code of
Ethics,available at www.miamibeachfl.gov/procurement/.
7. - �: - .. , _ - - .. • ... -
• Commencing J ry 1, 2015, the hourly living wage rate will be $11.62/hr with health benefits of at least
RFQ 2015-160-YG Appendix A— Page 2
MIAMI BEACH
fines, as provided in the City's Living Wage Ordinance, as amended. Further information on the Living Wage requirement 15
8. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. When awarding competitively solicited
contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more
calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business
with the City of Miami Beach, who are awarded a contract pursuant to competitive proposals, to provide"Equal Benefits"to their
employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a
Contractor who work within the City limits of the City of Miami Beach, Florida;and the Contractor's employees located in the United
States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami
Beach.
A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees?
X YES NO
B. Does your company provide or offer access to any benefits to employees with(same or opposite sex)domestic partners`or to
domestic partners of employees?
X YES NO
C. Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already
specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement
leave;other benefits are provided directly to the spouse or domestic partner,such as medical insurance.
BENEFIT Firm Provides for Firm Provides for Firm does not
Employees with Employees with Provide Benefit(s)
Spouses Domestic Partners
Health YES YES
Sick Leave YES YES
Family Medical Leave YES YES
Bereavement Leave YES YES
If Proposer cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance
providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To
comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application
(attached)with all necessary documentation.Your Reasonable Measures Application will be reviewed for consideration by the City
Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal
Benefits requirement is available at www.miamibeachfl.gov/procurement/.
9. Public Entity Crimes.Section 287.133(2)(a),Florida Statutes,as currently enacted or as amended from time to time,states that a
person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit
a proposal, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a proposal,
proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work;may not submit
proposals, Statement of Qualifications,or replies on leases of real property to a public entity; may not be awarded or perform work
as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with
any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months
following the date of being placed on the convicted vendor list.
RFQ 2015-160-YG Appendix A— Page 3
MIAMI BEACH
SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, proposer agrees
with the requirements of Section 287.133, Florida Statutes,and certifies it has not been placed on convicted vendor list.
10. Acknowledgement of Addendum. After issuance of solicitation, the City may release one or more addendum to the solicitation
which may provide additional information to Proposer or alter solicitation requirements.The City will strive to reach every Proposer
having received solicitation through the City's e-procurement system, PublicPurchase.com. However, Proposals are solely
responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of
Addendum section certifies that the Proposer has received all addendum released by the City pursuant to this solicitation. Failure
to obtain and acknowledge receipt of all addendums may result in proposal disqualification.
Initial to Confirm Initial to Confirm Initial to Confirm
Receipt Receipt Receipt
BR Addendum 1 Addendum 6 Addendum 11
BR Addendum 2 Addendum 7 Addendum 12
BR Addendum 3 Addendum 8 Addendum 13
BR Addendum 4 Addendum 9 Addendum 14
BR Addendum 5 Addendum 10 Addendum 15
If additional confirmation of addendum is required,submit under separate cover.
RFQ 2015-160-YG Appendix A— Page 4
MIAMI BEACH
DISCLOSURE AND DISCLAIMER SECTION
The solicitation referenced herein is being furnished to the recipient by the City of Miami Beach (the"City")for the recipient's convenience.
Any action taken by the City in response to Statement of Qualifications made pursuant to this solicitation,or in making any award,or in failing
or refusing to make any award pursuant to such Statement of Qualifications, or in cancelling awards, or in withdrawing or cancelling this
solicitation,either before or after issuance of an award,shall be without any liability or obligation on the part of the City.
In its sole discretion, the City may withdraw the solicitation either before or after receiving Statement of Qualifications, may accept or reject
Statement of Qualifications,and may accept Statement of Qualifications which deviate from the solicitation,as it deems appropriate and in its
best interest. In its sole discretion,the City may determine the qualifications and acceptability of any party or parties submitting Statement of
Qualifications in response to this solicitation.
Following submission of Statement of Qualifications, the applicant agrees to deliver such further details, information and assurances,
including financial and disclosure data, relating to the Statement of Qualifications and the applicant including, without limitation, the
applicant's affiliates,officers,directors,shareholders,partners and employees,as requested by the City in its discretion.
The information contained herein is provided solely for the convenience of prospective Proposals. It is the responsibility of the recipient to
assure itself that information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any
information in this solicitation.
Any reliance on these contents,or on any permitted communications with City officials,shall be at the recipient's own risk. Proposals should
rely exclusively on their own investigations, interpretations, and analyses. The solicitation is being provided by the City without any warranty
or representation,express or implied, as to its content, its accuracy, or its completeness. No warranty or representation is made by the City
or its agents that any Statement of Qualifications conforming to these requirements will be selected for consideration, negotiation, or
approval.
The City shall have no obligation or liability with respect to this solicitation,the selection and the award process,or whether any award will be
made.Any recipient of this solicitation who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer, is totally
relying on this Disclosure and Disclaimer,and agrees to be bound by the terms hereof.Any Statement of Qualifications submitted to the City
pursuant to this solicitation are submitted at the sole risk and responsibility of the party submitting such Statement of Qualifications.
This solicitation is made subject to correction of errors,omissions,or withdrawal from the market without notice. Information is for guidance
only,and does not constitute all or any part of an agreement.
The City and all Proposals will be bound only as, if and when a Statement of Qualifications, as same may be modified, and the applicable
definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive
agreements executed among the parties.Any response to this solicitation may be accepted or rejected by the City for any reason, or for no
reason,without any resultant liability to the City.
The City is governed by the Government-in-the-Sunshine Law, and all Statement of Qualifications and supporting documents shall be
subject to disclosure as required by such law. All Statement of Qualifications shall be submitted in sealed proposal form and shall remain
confidential to the extent permitted by Florida Statutes, until the date and time selected for opening the responses. At that time, all
documents received by the City shall become public records.
Proposals are expected to make all disclosures and declarations as requested in this solicitation. By submission of a Statement of
Qualifications,the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation it deems appropriate to
substantiate or supplement information contained in the Statement of Qualifications, and authorizes the release to the City of any and all
information sought in such inquiry or investigation.Each Proposer certifies that the information contained in the Statement of Qualifications is
true,accurate and complete,to the best of its knowledge, information,and belief.
Notwithstanding the foregoing or anything contained in the solicitation,all Proposals agree that in the event of a final unappealable judgment
by a court of competent jurisdiction which imposes on the City any liability arising out of this solicitation, or any response thereto, or any
action or inaction by the City with respect thereto, such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages.The
previous sentence, however, shall not be construed to circumvent any of the other provisions of this Disclosure and Disclaimer which
imposes no liability on the City.
In the event of any differences in language between this Disclosure and Disclaimer and the balance of the solicitation, it is understood that
the provisions of this Disclosure and Disclaimer shall always govern. The solicitation and any disputes arising from the solicitation shall be
governed by and construed in accordance with the laws of the State of Florida.
RFQ 2015-160-YG Appendix A— Page 5
MIAMIBEACH
PROPOSER CERTIFICATION
I hereby certify that I, as an authorized agent of the Proposer , am submitting the following information as my firm's
proposal; Proposer agrees to complete and unconditional acceptance of the terms and conditions of this document,
inclusive of this solicitation, all attachments, exhibits and appendices and the contents of any Addenda released hereto,
and the Disclosure and Disclaimer Statement; proposer agrees to be bound to any and all specifications, terms and
conditions contained in the solicitation, and any released Addenda and understand that the following are requirements
of this solicitation arid failure to comply will result in disqualification of proposal submitted; Proposer has not divulged,
1 discussed, or compared the proposal with other Proposals and has not colluded with any other proposer or party to any
1. other proposal; proposer acknowledges that all information contained herein is part of the public domain as defined by
the State of Florida Sunshine and Public Records Laws; all responses, data and information contained in this proposal,
inclusive of the Statement of Qualifications Certification, Questionnaire and Requirements Affidavit are true and
accurate.
Name of Proposer's Authorized Representative: Title of Proposer's Authorized Representative:
BRUCE REED, RLA REGIONAL PRACTICE LEADER
Signature of Proposer's Authorized Representative: Date:
AUGUST 15, 2019
i
State of FLORIDA ) On this i v day of LA t 2013 personally
appeared before me i.• rt! wh.
County of 1?.bAte' ) stated that (s)he is the ,I Ot' yof
l�U fCOin Ditofley, a corporation, and that the instrument was signed in behalf of the said
corporation by authority of its board of directors and acknowledged said instrument to be its voluntary
act and deed.Before me:
dNc----
%`Y"`'*4 Ja-PHv1.E HALLS y otary •!blic for the State of Florida
Commission#GG 1978311y Commission Expires: a.9I L� 2111
* ,T. Expires May 10,2022 (( ((
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RFQ 2015-160-YG Appendix A— Page 6
APPENDIX A
IAMI BEAH
Response Certification ,
Questionnaire &
Requirements Affidavit
RFQ No. 2014-346-YG
PROFESSIONAL ARCHITECTURAL AND
ENGINEERING SERVICES IN
SPECIALIZED CATEGORIES ON AN
"AS-NEEDED-BASIS "
DEPARTMENT OF PROCUREMENT
1700 Convention Center Drive
Miami Beach, Florida 33139
Solicitation No: Solicitation Title:
RFQ 2014-346-YG PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN
SPECIALIZED CATEGORIES ON AN"AS-NEEDED-BASIS"
Procurement Contact: Tel: Email:
Febe Perez 305.673.7490 ext 26615 febeperez@miamibeachfl.gov
STATEMENTS OF QUALIFICATIONS CERTIFICATION, QUESTIONNAIRE& REQUIREMENTS AFFIDAVIT
Purpose: The purpose of this Response Certification, Questionnaire and Requirements Affidavit Form is to inform
prospective Proposals of certain solicitation and contractual requirements, and to collect necessary information from
Proposals in order that certain portions of responsiveness, responsibility and other determining factors and
compliance with requirements may be evaluated. This Statement of Qualifications Certification, Questionnaire
and Requirements Affidavit Form is a REQUIRED FORM that must be submitted fully completed and
executed.
1. General Proposer Information.
FIRM NAME: KCI TECHNOLOGIES, INC.
No of Years in Business: No of Years in Business Locally: No of Employees: 1,600
65 YEARS 8 Months/KCI;45 Years/K&S
OTHER NAME(S)PROPOSER HAS OPERATED UNDER IN THE LAST 10 YEARS: KEITH AND SCHNARS, P.A.
(K&S was Acquired as of 1/1/2019)
FIRM PRIMARY ADDRESS(HEADQUARTERS): 936 RIDGEBROOK ROAD
CITY: SPARKS
STATE: MD ZIP CODE: 21152
TELEPHONE NO.: (410) 316-7829
TOLL FREE NO.: (800) 572-7496
FAX NO.: (410) 316-7817
FIRM LOCAL ADDRESS: 6500 N. ANDREWS AVENUE
CITY: FORT LAUDERDALE
STATE: FL ZIP CODE: 33309
PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: BRUCE REED, RLA, Regional Practice Leader
ACCOUNT REP TELEPHONE NO.:
(954) 776-1616
ACCOUNT REP TOLL FREE NO (800) 488-1255
ACCOUNT REP EMAIL: Bruce.Reed@kci.com
FEDERAL TAX IDENTIFICATION NO.: 52-1604386
The City reserves the right to seek additional information from proposer or other source(s), including but not limited to: any firm or principal
information, applicable licensure, resumes of relevant individuals, client information,financial information,or any information the City deems
necessary to evaluate the capacity of the proposer to perform in accordance with contract requirements.
RFQ 2014-346-YG
Appendix A— Page 1
1. Veteran Owned Business.Is ro oser claiming a veteran owned business status?
YES X NO
SUBMITTAL REQUIREMENT: Proposals claiming veteran owned business status shall submit a documentation proving that firm
is certified as a veteran-owned business or a service-disabled veteran owned business by the State of Florida or United States
federal government,as required pursuant to ordinance 2011-3748.
2. Conflict Of Interest.All Proposals must disclose, in their Statement of Qualifications,the name(s)of any officer,director,agent,or
immediate family member (spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all
Proposals must disclose the name of any City employee who owns,either directly or indirectly, an interest of ten (10%)percent or
more in the Proposer entity or any of its affiliates.
SUBMITTAL REQUIREMENT: Proposals must disclose the name(s) of any officer, director, agent, or immediate family member
(spouse, parent,sibling,and child)who is also an employee of the City of Miami Beach. Proposals must also disclose the name of
any City employee who owns, either directly or indirectly,an interest of ten(10%)percent or more in the Proposer entity or any of
its affiliates
3. Suspension, Debarment or Contract Cancellation.Has proposer ever been debarred,suspended or other legal violation,or had
a contract cancelled due to non-performance by an .ublic sector agency?
YES X NO
SUBMITTAL REQUIREMENT: If answer to above is "YES," Proposer shall submit a statement detailing the reasons that led to
action(s).
4. Vendor Campaign Contributions. Proposals are expected to be or become familiar with, the City's Campaign Finance Reform
laws, as codified in Sections 2-487 through 2-490 of the City Code. Proposals shall be solely responsible for ensuring that all
applicable provisions of the City's Campaign Finance Reform laws are complied with,and shall be subject to any and all sanctions,
as prescribed therein,including disqualification of their Statement of Qualifications, in the event of such non-compliance.
SUBMITTAL REQUIREMENT: Submit the names of all individuals or entities (including your sub-consultants) with a controlling
financial interest as defined in solicitation. For each individual or entity with a controlling financial interest indicate whether or not
each individual or entity has contributed to the campaign either directly or indirectly, of a candidate who has been elected to the
office of Mayor or City Commissioner for the City of Miami Beach.
5. Code of Business Ethics. Pursuant to City Resolution No.2000-23879, each person or entity that seeks to do business with the
City shall adopt a Code of Business Ethics("Code")and submit that Code to the Procurement Division with its proposal/response
or within five (5)days upon receipt of request. The Code shall, at a minimum, require the Proposer, to comply with all applicable
governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City of
Miami Beach and Miami Dade County.
SUBMITTAL REQUIREMENT: Proposer shall submit firm's Code of Business Ethics. In lieu of submitting Code of Business
Ethics, proposer may submit a statement indicating that it will adopt,as required in the ordinance,the City of Miami Beach Code of
Ethics,available at www.miamibeachfl.gov/procurement/.
6. - •- _ - ,
benefits,and$12.92/hr without benefits.
same(in a particular year).
REQ 2014-346-YG Appendix A— Page 2
to the living wage requirement.
7. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. When awarding competitively solicited
contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more
calendar work weeks,the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business
with the City of Miami Beach, who are awarded a contract pursuant to competitive proposals, to provide"Equal Benefits"to their
employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a
Contractor who work within the City limits of the City of Miami Beach, Florida;and the Contractor's employees located in the United
States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami
Beach.
A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees?
X YES NO
B. Does your company provide or offer access to any benefits to employees with(same or opposite sex)domestic partners*or to
domestic partners of employees?
X YES NO
C. Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already
specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement
leave;other benefits are provided directly to the spouse or domestic partner,such as medical insurance.
BENEFIT Firm Provides for Firm Provides for Firm does not
Employees with Employees with Provide Benefit
Spouses Domestic Partners
Health YES YES
Sick Leave YES YES _
Family Medical Leave YES YES
Bereavement Leave YES YES
If Proposer cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance
providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To
comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application
(attached)with all necessary documentation.Your Reasonable Measures Application will be reviewed for consideration by the City
Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal
Benefits requirement is available at www.miamibeachfl.gov/procurementi.
8. Public Entity Crimes.Section 287.133(2)(a),Florida Statutes,as currently enacted or as amended from time to time,states that a
person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit
a proposal, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a proposal,
proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit
proposals, Statement of Qualifications,or replies on leases of real property to a public entity; may not be awarded or perform work
as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with
any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months
following the date of being placed on the convicted vendor list.
SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, proposer agrees
with the requirements of Section 287.133, Florida Statutes,and certifies it has not been placed on convicted vendor list.
RFQ 2014-346-YG Appendix A— Page 3
9. Acknowledgement of Addendum. After issuance of solicitation, the City may release one or more addendum to the solicitation
which may provide additional information to Proposer or alter solicitation requirements. The City will strive to reach every Proposer
having received solicitation through the City's e-procurement system, PublicPurchase.com. However, Proposals are solely
responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of
Addendum section certifies that the Proposer has received all addendum released by the City pursuant to this solicitation. Failure
to obtain and acknowledge receipt of all addendum may result in proposal disqualification.
Initial to Confirm Initial to Confirm Initial to Confirm
Receipt Receipt Receipt
BR Addendum 1 BR Addendum 6 Addendum 11
BR Addendum 2 BR Addendum 7 Addendum 12
BR Addendum 3 BR Addendum 8 Addendum 13
BR Addendum 4 Addendum 9 Addendum 14
BR Addendum 5 Addendum 10 Addendum 15
If additional confirmation of addendum is required,submit under separate cover.
RFQ 2014-346-YG Appendix A— Page 4
DISCLOSURE AND DISCLAIMER SECTION
The solicitation referenced herein is being furnished to the recipient by the City of Miami Beach (the"City")for the recipient's convenience.
Any action taken by the City in response to Statement of Qualifications made pursuant to this solicitation,or in making any award,or in failing
or refusing to make any award pursuant to such Statement of Qualifications, or in cancelling awards, or in withdrawing or cancelling this
solicitation,either before or after issuance of an award,shall be without any liability or obligation on the part of the City.
In its sole discretion, the City may withdraw the solicitation either before or after receiving Statement of Qualifications, may accept or reject
Statement of Qualifications,and may accept Statement of Qualifications which deviate from the solicitation,as it deems appropriate and in its
best interest. In its sole discretion,the City may determine the qualifications and acceptability of any party or parties submitting Statement of
Qualifications in response to this solicitation.
Following submission of Statement of Qualifications, the applicant agrees to deliver such further details, information and assurances,
including financial and disclosure data, relating to the Statement of Qualifications and the applicant including, without limitation, the
applicant's affiliates,officers,directors,shareholders,partners and employees,as requested by the City in its discretion.
The information contained herein is provided solely for the convenience of prospective Proposals. It is the responsibility of the recipient to
assure itself that information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any
information in this solicitation.
Any reliance on these contents,or on any permitted communications with City officials, shall be at the recipient's own risk. Proposals should
rely exclusively on their own investigations, interpretations, and analyses.The solicitation is being provided by the City without any warranty
or representation,express or implied, as to its content, its accuracy, or its completeness. No warranty or representation is made by the City
or its agents that any Statement of Qualifications conforming to these requirements will be selected for consideration, negotiation, or
approval.
The City shall have no obligation or liability with respect to this solicitation,the selection and the award process,or whether any award will be
made.Any recipient of this solicitation who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer, is totally
relying on this Disclosure and Disclaimer,and agrees to be bound by the terms hereof.Any Statement of Qualifications submitted to the City
pursuant to this solicitation are submitted at the sole risk and responsibility of the party submitting such Statement of Qualifications.
This solicitation is made subject to correction of errors, omissions, or withdrawal from the market without notice. Information is for guidance
only,and does not constitute all or any part of an agreement.
The City and all Proposals will be bound only as, if and when a Statement of Qualifications, as same may be modified, and the applicable
definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive
agreements executed among the parties.Any response to this solicitation may be accepted or rejected by the City for any reason, or for no
reason,without any resultant liability to the City.
The City is governed by the Government-in-the-Sunshine Law, and all Statement of Qualifications and supporting documents shall be
subject to disclosure as required by such law. All Statement of Qualifications shall be submitted in sealed proposal form and shall remain
confidential to the extent permitted by Florida Statutes, until the date and time selected for opening the responses. At that time, all
documents received by the City shall become public records.
Proposals are expected to make all disclosures and declarations as requested in this solicitation. By submission of a Statement of
Qualifications,the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation it deems appropriate to
substantiate or supplement information contained in the Statement of Qualifications, and authorizes the release to the City of any and all
information sought in such inquiry or investigation. Each Proposer certifies that the information contained in the Statement of Qualifications
is true,accurate and complete,to the best of its knowledge,information,and belief.
Notwithstanding the foregoing or anything contained in the solicitation,all Proposals agree that in the event of a final unappealable judgment
by a court of competent jurisdiction which imposes on the City any liability arising out of this solicitation, or any response thereto, or any
action or inaction by the City with respect thereto, such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages. The
previous sentence, however, shall not be construed to circumvent any of the other provisions of this Disclosure and Disclaimer which
imposes no liability on the City.
In the event of any differences in language between this Disclosure and Disclaimer and the balance of the solicitation, it is understood that
the provisions of this Disclosure and Disclaimer shall always govern. The solicitation and any disputes arising from the solicitation shall be
governed by and construed in accordance with the laws of the State of Florida.
RFQ 2014-346-YG Appendix A— Page 5
PROPOSER CERTIFICATION
I hereby certify that: I, as an authorized agent of the Proposer, am submitting the following information as my firm's proposal;
Proposer agrees to complete and unconditional acceptance of the terms and conditions of this document, inclusive of this
solicitation, all attachments, exhibits and appendices and the contents of any Addenda released hereto, and the Disclosure
and Disclaimer Statement; proposer agrees to be bound to any and all specifications, terms and conditions contained in the
solicitation, and any released Addenda and understand that the following are requirements of this solicitation and failure to
comply will result in disqualification of proposal submitted; Proposer has not divulged, discussed, or compared the proposal
with other Proposals and has not colluded with any other proposer or party to any other proposal; proposer acknowledges
that all information contained herein is part of the public domain as defined by the State of Florida Sunshine and Public
Records Laws; all responses, data and information contained in this proposal, inclusive of the Statement of Qualifications
Certification, Questionnaire and Requirements Affidavit are true and accurate.
Name of Proposer's Authorized Representative: Title of Proposer's Authorized Representative:
BRUCE REED, RLA REGIONAL PRACTICE LEADER
Signature of Proposer's Authorized Representative: Date:
AUGUST, 15, 2019
State of FLORIDA ) On this 15 day of _! . 20 I'personally
appeared before me who
County of 'R. /�>�A 7
ov, ) stated that (s)he is the L_ion,. ? e.t Leitter
of }(CIT ehyltio ;, tg corporation, and that the instrument was signed in behalf of
the said corporation by authority of its board of directors and acknowledged said
instrument to be its voluntary act and deed. B ore me:
r) . l(�
� t L.t-e-uc__--•
;,,,,•�� lof P►tYLE HALL EM otary Pu c for the State of Florida
Commission#GG 197830
� �� Expires May 10,2022 lily Commission Expires: L(tQff (C r �.ZZ
``Of Fol' B 4ed TMi Budget Notary Santos
RFQ 2014 346 YG Appendix A — Page 6
APPENDIX A
MIAMI BEACH
Response Certification ,
Questionnaire &
Requirements Affidavit
RFQ No . 2G15=-}-44-YG
Constructability, Cost, and Value
Engineering Review Services
DEPARTMENT OF PROCUREMENT
1700 Convention Center Drive
Miami Beach, Florida 33139
MIAMIBEACH
Solicitation No: Solicitation Title:
RFQ No. 2015-160-YG Constructability, Cost,and Value Engineering Review Services
Procurement Contact Tel: Email:
Febe Perez 305-673-7490 Ext 26615 febepereza,miamibeachfl.gov
STATEMENTS OF QUALIFICATIONS CERTIFICATION, QUESTIONNAIRE & REQUIREMENTS AFFIDAVIT
Purpose: The purpose of this Response Certification, Questionnaire and Requirements Affidavit Form is to inform
prospective proposers of certain solicitation and contractual requirements, and to collect necessary information from
proposers in order to confirm that certain portions of responsiveness, responsibility and other determining factors and
compliance with requirements may be evaluated. This Statement of Qualifications Certification, Questionnaire
and Requirements Affidavit Form is a REQUIRED FORM that must be submitted fully completed and
executed.
1. General Proposer Information:
FIRM NAME: KCI Technologies, Inc.
No of Years in Business: No of Years in Business Locally: No of Employees:1,600
65 YEARS 8 Months/KCI; 45 Years/K&S
OTHER NAME(S)PROPOSER HAS OPERATED UNDER IN THE LAST 10 YEARS:KEITH & SCHNARS, P.A.
(K&S was Acquired as of 1/1/2019)
FIRM PRIMARY ADDRESS(HEADQUARTERS):936 RIDGEBROOK ROAD
CITY: SPARKS
STATE: MD ZIP CODE:21152
TELEPHONE NO.: (410) 316-7829
TOLL FREE NO.: (800) 572-7496
FAX NO.: (410) 316-7817
FIRM LOCAL ADDRESS:6500 N. ANDREWS AVENUE
CITY: FORT LAUDERDALE
STATE: FL ZIP CODE: 33309
PRIMARY ACCOUNT REPRESENTATIVE FOR THIS ENGAGEMENT: BRUCE REED, RLA, Regional Practice Leader
ACCOUNT REP TELEPHONE NO.: (954) 776-1616
ACCOUNT REP TOLL FREE NO.: (800)488-1255
ACCOUNT REP EMAIL: Bruce.Reed@kci.com
FEDERAL TAX IDENTIFICATION NO.: 52-1604386
The City reserves the right to seek additional information from proposer or other source(s), including but not limited to: any firm or principal
information, applicable licensure, resumes of relevant individuals, client information,financial information, or any information the City deems
necessary to evaluate the capacity of the proposer to perform in accordance with contract requirements.
RFQ 2015-160-YG Appendix A— Page 1
MIAMIBEACH
1. Veteran Owned Business. Is ro oser claiming a veteran owned business status?
YES X NO
SUBMITTAL REQUIREMENT: Proposals claiming veteran owned business status shall submit a documentation proving that firm
is certified as a veteran-owned business or a service-disabled veteran owned business by the State of Florida or United States
federal government,as required pursuant to ordinance 2011-3748.
2. Conflict Of Interest.All Proposals must disclose,in their Statement of Qualifications,the name(s)of any officer,director, agent,or
immediate family member(spouse, parent, sibling, and child) who is also an employee of the City of Miami Beach. Further, all
Proposals must disclose the name of any City employee who owns,either directly or indirectly,an interest of ten (10%)percent or
more in the Proposer entity or any of its affiliates.
SUBMITTAL REQUIREMENT: Proposals must disclose the name(s) of any officer, director, agent, or immediate family member
(spouse, parent,sibling,and child)who is also an employee of the City of Miami Beach. Proposals must also disclose the name of
any City employee who owns, either directly or indirectly, an interest of ten (10%)percent or more in the Proposer entity or any of
its affiliates
3. References and Past Performance. Proposer shall submit at least three (3) references for whom the proposer has completed
work similar in size and nature as the work referenced in solicitation.
SUBMITTAL REQUIREMENT: For each reference submitted, the following information is required: 1) firm name, 2) contact
individual name and title 3)address 4)telephone 5)contact's email and 6)narrative on scope of services provided.
4. Suspension, Debarment or Contract Cancellation. Has proposer ever been debarred,suspended or other legal violation,or had
a contract cancelled due to non- erformance by an •ublic sector agency?
YES X NO
SUBMITTAL REQUIREMENT: If answer to above is "YES," Proposer shall submit a statement detailing the reasons that led to
action(s).
5. Vendor Campaign Contributions. Proposals are expected to be or become familiar with, the City's Campaign Finance Reform
laws, as codified in Sections 2-487 through 2-490 of the City Code. Proposals shall be solely responsible for ensuring that all
applicable provisions of the City's Campaign Finance Reform laws are complied with,and shall be subject to any and all sanctions,
as prescribed therein,including disqualification of their Statement of Qualifications,in the event of such non-compliance.
SUBMITTAL REQUIREMENT: Submit the names of all individuals or entities (including your sub-consultants) with a controlling
financial interest as defined in solicitation. For each individual or entity with a controlling financial interest indicate whether or not
each individual or entity has contributed to the campaign either directly or indirectly, of a candidate who has been elected to the
office of Mayor or City Commissioner for the City of Miami Beach.
6. Code of Business Ethics. Pursuant to City Resolution No.2000-23879, each person or entity that seeks to do business with the
City shall adopt a Code of Business Ethics("Code")and submit that Code to the Procurement Division with its proposal/response
or within five(5)days upon receipt of request. The Code shall, at a minimum, require the Proposer, to comply with all applicable
governmental rules and regulations including, among others, the conflict of interest, lobbying and ethics provision of the City of
Miami Beach and Miami Dade County.
SUBMITTAL REQUIREMENT: Proposer shall submit firm's Code of Business Ethics. In lieu of submitting Code of Business
Ethics, proposer may submit a statement indicating that it will adopt,as required in the ordinance,the City of Miami Beach Code of
Ethics,available at www.miamibeachfl.gov/procurement/.
7.
• Commencing J ry 1, 2015, the hourly living wage rate will be $11.62/hr with health benefits of at least
RFQ 2015-160-YG Appendix A— Page 2
MIAMIBEACH
same(in a particular year).
fines, as provided in the City's Living Wage Ordinance, as amended. Further information on the Living Wage requirement is
to the living wage requirement.
8. Equal Benefits for Employees with Spouses and Employees with Domestic Partners. When awarding competitively solicited
contracts valued at over$100,000 whose contractors maintain 51 or more full time employees on their payrolls during 20 or more
calendar work weeks, the Equal Benefits for Domestic Partners Ordinance 2005-3494 requires certain contractors doing business
with the City of Miami Beach, who are awarded a contract pursuant to competitive proposals, to provide"Equal Benefits"to their
employees with domestic partners, as they provide to employees with spouses. The Ordinance applies to all employees of a
Contractor who work within the City limits of the City of Miami Beach,Florida;and the Contractor's employees located in the United
States, but outside of the City of Miami Beach limits, who are directly performing work on the contract within the City of Miami
Beach.
A. Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees?
X YES NO
B. Does your company provide or offer access to any benefits to employees with(same or opposite sex)domestic partners*or to
domestic partners of employees?
X YES NO
C. Please check all benefits that apply to your answers above and list in the "other" section any additional benefits not already
specified. Note: some benefits are provided to employees because they have a spouse or domestic partner, such as bereavement
leave;other benefits are provided directly to the spouse or domestic partner,such as medical insurance.
BENEFIT Firm Provides for Firm Provides for Firm does not
Employees with Employees with Provide Benefit(s)
Spouses Domestic Partners
Health YES YES
Sick Leave YES YES
Family Medical Leave YES YES
Bereavement Leave YES YES
If Proposer cannot offer a benefit to domestic partners because of reasons outside your control, (e.g., there are no insurance
providers in your area willing to offer domestic partner coverage) you may be eligible for Reasonable Measures compliance. To
comply on this basis, you must agree to pay a cash equivalent and submit a completed Reasonable Measures Application
(attached)with all necessary documentation.Your Reasonable Measures Application will be reviewed for consideration by the City
Manager, or his designee. Approval is not guaranteed and the City Manager's decision is final. Further information on the Equal
Benefits requirement is available at www.miamibeachfl.gov/procurement/.
9. Public Entity Crimes.Section 287.133(2)(a), Florida Statutes,as currently enacted or as amended from time to time,states that a
person or affiliate who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit
a proposal, proposal, or reply on a contract to provide any goods or services to a public entity; may not submit a proposal,
proposal,or reply on a contract with a public entity for the construction or repair of a public building or public work; may not submit
proposals, Statement of Qualifications,or replies on leases of real property to a public entity; may not be awarded or perform work
as a contractor, supplier, subcontractor, or consultant under a contract with any public entity; and may not transact business with
any public entity in excess of the threshold amount provided in s. 287.017 for CATEGORY TWO for a period of 36 months
following the date of being placed on the convicted vendor list.
RFQ 2015-160-YG Appendix A— Page 3
MIAMI BEACH
SUBMITTAL REQUIREMENT: No additional submittal is required. By virtue of executing this affidavit document, proposer agrees
with the requirements of Section 287.133, Florida Statutes,and certifies it has not been placed on convicted vendor list.
10. Acknowledgement of Addendum. After issuance of solicitation, the City may release one or more addendum to the solicitation
which may provide additional information to Proposer or alter solicitation requirements. The City will strive to reach every Proposer
having received solicitation through the City's e-procurement system, PublicPurchase.com. However, Proposals are solely
responsible for assuring they have received any and all addendum issued pursuant to solicitation. This Acknowledgement of
Addendum section certifies that the Proposer has received all addendum released by the City pursuant to this solicitation. Failure
to obtain and acknowledge receipt of all addendums may result in proposal disqualification.
Initial to Confirm Initial to Confirm Initial to Confirm
Receipt Receipt Receipt
BR Addendum 1 Addendum 6 Addendum 11 _
BR Addendum 2 Addendum 7 Addendum 12
BR Addendum 3 Addendum 8 Addendum 13
BR Addendum 4 Addendum 9 Addendum 14
BR Addendum 5 Addendum 10 Addendum 15
If additional confirmation of addendum is required,submit under separate cover.
RFQ 2015-160-YG Appendix A— Page 4
MIAMI BEACH
DISCLOSURE AND DISCLAIMER SECTION
The solicitation referenced herein is being furnished to the recipient by the City of Miami Beach (the"City")for the recipient's convenience.
Any action taken by the City in response to Statement of Qualifications made pursuant to this solicitation,or in making any award,or in failing
or refusing to make any award pursuant to such Statement of Qualifications, or in cancelling awards, or in withdrawing or cancelling this
solicitation,either before or after issuance of an award, shall be without any liability or obligation on the part of the City.
In its sole discretion, the City may withdraw the solicitation either before or after receiving Statement of Qualifications, may accept or reject
Statement of Qualifications,and may accept Statement of Qualifications which deviate from the solicitation,as it deems appropriate and in its
best interest. In its sole discretion,the City may determine the qualifications and acceptability of any party or parties submitting Statement of
Qualifications in response to this solicitation.
Following submission of Statement of Qualifications, the applicant agrees to deliver such further details, information and assurances,
including financial and disclosure data, relating to the Statement of Qualifications and the applicant including, without limitation, the
applicant's affiliates,officers,directors,shareholders,partners and employees,as requested by the City in its discretion.
The information contained herein is provided solely for the convenience of prospective Proposals. It is the responsibility of the recipient to
assure itself that information contained herein is accurate and complete.The City does not provide any assurances as to the accuracy of any
information in this solicitation.
Any reliance on these contents,or on any permitted communications with City officials,shall be at the recipient's own risk. Proposals should
rely exclusively on their own investigations, interpretations, and analyses. The solicitation is being provided by the City without any warranty
or representation,express or implied, as to its content, its accuracy, or its completeness. No warranty or representation is made by the City
or its agents that any Statement of Qualifications conforming to these requirements will be selected for consideration, negotiation, or
approval.
The City shall have no obligation or liability with respect to this solicitation,the selection and the award process,or whether any award will be
made.Any recipient of this solicitation who responds hereto fully acknowledges all the provisions of this Disclosure and Disclaimer, is totally
relying on this Disclosure and Disclaimer,and agrees to be bound by the terms hereof.Any Statement of Qualifications submitted to the City
pursuant to this solicitation are submitted at the sole risk and responsibility of the party submitting such Statement of Qualifications.
This solicitation is made subject to correction of errors, omissions, or withdrawal from the market without notice. Information is for guidance
only,and does not constitute all or any part of an agreement.
The City and all Proposals will be bound only as, if and when a Statement of Qualifications, as same may be modified, and the applicable
definitive agreements pertaining thereto, are approved and executed by the parties, and then only pursuant to the terms of the definitive
agreements executed among the parties. Any response to this solicitation may be accepted or rejected by the City for any reason,or for no
reason,without any resultant liability to the City.
The City is governed by the Government-in-the-Sunshine Law, and all Statement of Qualifications and supporting documents shall be
subject to disclosure as required by such law. All Statement of Qualifications shall be submitted in sealed proposal form and shall remain
confidential to the extent permitted by Florida Statutes, until the date and time selected for opening the responses. At that time, all
documents received by the City shall become public records.
Proposals are expected to make all disclosures and declarations as requested in this solicitation. By submission of a Statement of
Qualifications,the Proposer acknowledges and agrees that the City has the right to make any inquiry or investigation it deems appropriate to
substantiate or supplement information contained in the Statement of Qualifications, and authorizes the release to the City of any and all
information sought in such inquiry or investigation. Each Proposer certifies that the information contained in the Statement of Qualifications is
true,accurate and complete,to the best of its knowledge,information,and belief.
Notwithstanding the foregoing or anything contained in the solicitation,all Proposals agree that in the event of a final unappealable judgment
by a court of competent jurisdiction which imposes on the City any liability arising out of this solicitation, or any response thereto, or any
action or inaction by the City with respect thereto, such liability shall be limited to$10,000.00 as agreed-upon and liquidated damages. The
previous sentence, however, shall not be construed to circumvent any of the other provisions of this Disclosure and Disclaimer which
imposes no liability on the City.
In the event of any differences in language between this Disclosure and Disclaimer and the balance of the solicitation, it is understood that
the provisions of this Disclosure and Disclaimer shall always govern. The solicitation and any disputes arising from the solicitation shall be
governed by and construed in accordance with the laws of the State of Florida.
RFQ 2015-160-YG Appendix A— Page 5
MIAMIBEACH
PROPOSER CERT!F!CATION
I hereby certify that: I, as an authorized agent of the Proposer , am submitting the following information as my firm's
proposal; Proposer agrees to complete and unconditional acceptance of the terms and conditions of this document,
inclusive of this solicitation, all attachments,exhibits and appendices and the contents of any Addenda released hereto,
and the Disclosure and Disclaimer Statement; proposer agrees to be bound to any and all specifications, terms and
conditions contained in the solicitation, and any released Addenda and understand that the following are requirements
of this solicitation and failure to comply will result in disqualification of proposal submitted; Proposer has not divulged,
discussed, or compared the proposal with other Proposals and has not colluded with any other proposer or party to any
other proposal; proposer acknowledges that all information contained herein is part of the public domain as defined by
the State of Florida Sunshine and Public Records Laws; all responses,data and information contained in this proposal,
inclusive of the Statement of Qualifications Certification, Questionnaire and Requirements Affidavit are true and
accurate.
Name of Proposer's Authorized Representative: Title of Proposer's Authorized Representative:
BRUCE REED, RLA REGIONAL PRACTICE LEADER
Signature of Proposer's Authorized Representative: Date:
AUGUST 15, 2019
40
oeState of FLORIDA ) On this I5 day of LA _ 201i personally
appeared before me it rL wh•
County of �� �' ) stated that (s)he is the •r Mt' __,.r,,rof
�P6.11) lGsft'1 2 corporation, and that the instrument was signed in behalf of the said
corporatiohby authority of its board of directors and acknowledged said instrument to be its voluntary
act and deed.Before me:
3Tithita---
` 0.'414r JO-PHYLE HALLEM otary blic for the State of Florida
m on ar GG 197830 ;My Commission Expires: �..�(1 LI IV, 2121
o� Expires May 10,2022 _,,My
( I
'of 0,p�, Bowed T iu 8u*Notary Swrioei ,
RFQ 2015-160-YG Appendix A— Page 6
M I AM I BEACH REQUEST FOR CITY MANAGER APPROVAL
PROCUREMENT DEPARTMENT
Requested Action
Piggyback Approval Award of ITQ
Contract Execution Request for Contract Term Renewal
Change Order Approval XX Other: Consent of Assignment
Request City Manager approval to accept the assignment and assumption of the Agreement from Keith Schnars, P.A
("Assignor") to KCI Technologies Inc ("Assignee"), pursuant to Request for Qualifications (RFQ) No. 2014-346-YG, for
professional architectural and engineering services in specialized categories on an "as-needed-basis"; Request for
Qualifications(RFQ)No. 2015-160-YG,for professional constructability,cost and value engineering review services on an"as-
needed-basis; Request for Qualifications (RFQ) No. 2018-141-ND, for professional architectural and engineering services in
specialized categories on an "as-needed-basis."
Why is requested action necessary?
The City currently has in place three (3) professional service agreements with Keith and Schnars, P.A. ("Assignor"), for
architectural and engineering work on an"as needed"basis.
1) On January 5, 2016, the City and Keith and Schnars, P.A. executed an agreement, pursuant to Request for
Qualifications (RFQ) No. 2014-346-YG, for professional architectural and engineering services in specialized
categories on an "as-needed-basis."
2) On January 15, 2016, the City and Keith and Schnars, P.A. executed an agreement, pursuant to Request for
Qualifications (RFQ) No. 2015-160-YG, for professional constructability, cost and value engineering review services
on an"as-needed-basis."
3) On February 21, 2019, the City and Keith and Schnars, P.A. executed an agreement, pursuant to Request for
Qualifications (RFQ) No. 2018-141-ND, for professional architectural and engineering services in specialized
categories on an "as-needed-basis."
Keith and Schnars is currently engaged with the City in 13 projects Citywide pursuant to the above-referenced agreements.
The City received documentation in which states that on January 1, 2019, Keith and Schnars, P.A. completed a merger with
KCI Technologies Inc.,a Delaware corporation, in which KCI was the surviving entity.The user departments currently engaged
with Keith and Schnars have requested for the consent of the agreements in order to complete their ongoing projects. KCI has
agreed to comply with the same terms and conditions of the above referenced agreements.
In its due diligence process, the Procurement Department identified that KCI Technologies Inc., is authorized to do business
in Florida. Further, the Procurement Department determined that KCI Technologies met the requirements of the above
referenced RFQs. Therefore, the purpose of this item is to request approval from the City Manager to consent to the the
assignment and assumption of the above referenced agreements from Keith Schnars, P.A ("Assignor") to KCI Technologies
Inc. ("Assignee") in order to continue with the ongoing projects the City is currently engaged with.
Previous Action(s)
None
Authority
Section 16.7 of the Agreement, any assignment of the Agreement requires the written consent of the City Commission.
Pursuant to Resolution 2019-30894 of the Mayor and City Commission of the City of Miami Beach Florida, authorizing
the City Manager, or his designee, to select, negotiate, award and reject all bids, contracts, agreements and grant
applications; renew existing contracts that may expire, and terminate existing contracts, as needed, from the last
Commission meeting on July 31, 2019, until the first regularly scheduled, meeting on September 11,2019.
Fiscal Impact
All funds have been previously appropriated through the City's budgeting process.
Term
RFQ 2014-346-YG; renewal term 1/5/2019—1/4/2020, plus a one(1)year renewal left.
RFQ 2015-160-YG; renewal term 1/15/2019—1/14/2020, plus a one(1)year renewal left.
RFQ 2018-141-ND; Initial Term 2/21/2019—2/20/2022, plus two(2) additional one(1) year renewal options.
Attachments
Bill of Sale; copies of Agreements,Appendix A, Sunbiz, etc.
A
Approval
Dept.Head: Procure •kre ACM(s/RIM _
, ."11v 4=110
Date: Date: , ' Z,1. Date: Date: Q,IZ ��
Detail by Entity Name Page 1 of 2
Florida Department of State DIVISION OF CORPORATIONS
44%.
josivz.org
Department of State / Division of Corporations / Search Records / Detail By Document Number /
Detail by Entity Name
Florida Profit Corporation
KEITH AND SCHNARS,P.A.
Filing Information
Document Number 603751
FEI/EIN Number 59-1406307
Date Filed 10/06/1972
State FL
Status ACTIVE
Last Event AMENDMENT
Event Date Filed 12/27/1994
Event Effective Date NONE
Principal Address
8198 Banpo Bridge Way
Delray Beach, FL 33446
Changed: 01/30/2019
Mailing Address
8198 Banpo Bridge Way
Delray Beach, FL 33446
Changed:01/30/2019
Registered Agent Name&Address
KALAYCI, ERROL S
8198 Banpo Bridge Way
Delray Beach, FL 33446
Name Changed:03/03/2010
Address Changed:01/30/2019
Officer/Director Detail
Name&Address
Title President, CEO, Director, Secretary,Treasurer
KALAYCI, ERROL
8198 Banpo Bridge Way
Delray Beach, FL 33446
http://search.sunbiz.org/Inquiry,%CorporationSearch/SearchResultDetail?inquirytype=Entity... 4/8/2019
Detail by Entity Name Page 2 of 2
Annual Reports
Report Year Filed Date
2017 03/31/2017
2018 04/09/2018
2019 01/30/2019
Document Images
01/30/2019--ANNUAL REPORT View image in PDF format
04/09/2018--ANNUAL REPORT View image in PDF format
03/31/2017--ANNUAL REPORT View image in PDF format
06/10/2016--AMENDED ANNUAL REPORT View image in PDF format
02/05/2016--ANNUAL REPORT View image in PDF format
06/11/2015--AMENDED ANNUAL REPORT View image in PDF format
01/29/2015--ANNUAL REPORT View image in PDF format
09/22/2014--AMENDED ANNUAL REPORT View image in PDF format
05/29/2014--AMENDED ANNUAL REPORT View image in PDF format
04/16/2014--ANNUAL REPORT View image in PDF format
03/12/2013--ANNUAL REPORT View image in PDF format
01/19/2012--ANNUAL REPORT View image in PDF format
02/28/2011--ANNUAL REPORT View image in PDF format
02/09/2011--ANNUAL REPORT View image in PDF format
03/03/2010--ANNUAL REPORT View image in PDF format
02/24/2009--ANNUAL REPORT View image in PDF format
94/09/2008--ANNUAL REPORT View image in PDF format
03/23/2007--ANNUAL REPORT View image in PDF format
03/02/2007--ANNUAL REPORT View image in PDF format
05/15/2006--ANNUAL REPORT View image in PDF format
05/03/2006--ANNUAL REPORT View image in PDF format
02/28/2005--ANNUAL REPORT View image in PDF format
04/21/2004--ANNUAL REPORT View image in PDF format
04/23/2003--ANNUAL REPORT View image in PDF format
03/19/2002--ANNUAL REPORT View image in PDF format
05/02/2001--ANNUAL REPORT View image in PDF format
02/01/2000--ANNUAL REPORT View image in PDF format
04/23/1999--ANNUAL REPORT View image in PDF format
06/03/1998--ANNUAL REPORT View image in PDF format
01/29/1998--ANNUAL REPORT View image in PDF format
05/02/1997--ANNUAL REPORT View image in PDF format
05/01/1996--ANNUAL REPORT View image in PDF format
Flonda Department of State,Divis,on of Corporations
http://search.sunbiz.org/Inquiry/CorporationSearch/SearchResultDetail?inquirytype=Entity... 4/8/2019
4111&) 1 Supplier Qualifier Report
KCI TECHNOLOGIES, INC. �PrintEnSraRepart
D-U-N-S® Number 08-499-3344 ®Email Report
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ATTN: KCI TECHNOLOGIES,INC. Report Printed:MAY 24 2019
f In Date
! Overview
History& ' Products&Operations j Services Payments Finance Public Filings
OVERVIEW BUSINESS INFORMATION Q About Business Information
•Business Information
•D&B PAYDEX® KCI TECHNOLOGIES, INC.
1SummarvAnalysis (SUBSIDIARY OF KCI HOLDINGS, INC., SPARKS GLENCOE, MD)
P Risk Score Analysis 936 Ridgebrook Rd
P Probability of Ceased Sparks, MD 21152
Operations/Becoming
Inactive This is a headquarters (subsidiary)
►Special Events location. d D-U-N-S® Number: 08-499-3344
Customer Service Branch(es) or division(s) exist.
HISTORY&OPERATIONS Parent D-U-N-S®: 60-510-8141
History Mailing address: PO Box 791479
Business Registration Baltimore, MD 21279
Operations 0 D&B Rating: 1R3
Family Linkage Telephone: 410 316-7800 Number of employees: 1R is 10 or more employees.
PRODUCTS&SERViCES Composite credit
UNSPSC Chief executive: NATHAN J. BEIL,CEO appraisal: 3 is fair.
NAICS •Jump to: Summary Analysis
SIC Year started: 1955 Section
PAYMENTS Management
D&B PAYDEX control: 1988 Q D&B Supplier Risk: 2
Payment Summary Employs: 1,000 (50 here) SUPPLIER EVALUATION RISK (SER) RATING FOR THIS
Payment Details FIRM : 2
Payment Trends
All amounts are displayed in local currency.
FINANCE 9 8 7 6 5 4 3 2 1
Statement Update Financial statement
Finance date: DEC 31 2017
Key Business Ratios High Medium Low
PUBLIC FILINGS Sales F: 158,354,000
Suits Net worth F: 84,730,000
UCC Filings History: CLEAR
Government Activity
Financing: SECURED
Financial
condition: STRONG
•Jump to: Finance
Section
D&B PAYDEX® ) About D&B PAYDEX®
D&B PAYDEX: 67 D&B PAYDEX Key
When weighted by dollar amount, payments to
suppliers average 18 days beyond terms. • High risk of late payment
(average 30 to 120 days beyond terms)
u 100 • Medium risk of late payment
(average 30 days or less beyond terms)
120 days slow 30 days slow Prompt Anticipates • Low risk of late payment
(average prompt to 30+ days sooner)
Based on up to 24 months of trade.
•Jump to: Payments Section
Q D&B Score Interpretation Table
SUMMARY ANALYSIS About Summary Analysis
Q D&B Rating: 1R3
Number of employees: 1R indicates 10 or more employees.
Composite credit appraisal: 3 is fair.
The Rating was changed on January 8, 2019 because the parent company's Rating improved.The 1R and
2R ratings categories reflect company size based on the total number of employees for the business.They
are assigned to business files that do not contain a current financial statement. In 1R and 2R Ratings, the
2, 3, or 4 credit worthiness indicator is based on analysis by D&B of public filings,trade payments, business
age and other important factors. 2 is the highest Composite Credit Appraisal a company not supplying D&B
with current financial information can receive.
It is D&B's policy not to rate a subsidiary higher than its parent.Therefore,this company also has a
Composite Credit Appraisal of"3". However, D&B's assessment of the company's December 31, 2017, fiscal
financial statement is"strong". For more information,see the D&B Rating Key.
Below is an overview of the company's rating history since 12/22/10:
D&B Rating Date Applied
1R3 01/08/19
1R4 10/31/16
5A3 06/29/15
5A4 08/04/14
4A4 06/16/14
4A3 05/01/13
1R3 10/25/12
4A2 11/22/11
1R3 10/31/11
4A2 12/22/10
The Summary Analysis section reflects information in D&B's file as of May 20, 2019.
RISK SCORE ANALYSIS ® About Risk Score Analysis
SER COMMENTARY:
- Proportion of past due balances to total amount owing.
- Proportion of slow payment experiences to total number of payment experiences reported.
- Business belongs to an industry with above average risk of ceasing operations or becoming inactive.
PROBABILITY OF CEASED OPERATIONS/BECOMING INACTIVE
SUPPLIER EVALUATION RISK RATING: 2
The probability of ceased operations/becoming inactive indicates what percent of U.S. businesses is
expected to cease operations or become inactive over next 12 months.
Probability of Supplier Ceased 2.1% (210 PER 10,000)
Operations/Becoming Inactive:
Percentage of US business with same SER 15% (1,500 PER 10,000)
score:
Average Probability of Supplier Ceased 0.48% (48 PER 10,000)
Operations/Becoming Inactive :
-Average of Businesses in D&B's Supplier Database
Ci CREDIT DELINQUENCY SCORE: 471
SPECIAL EVENTS Q About Special Events
01/08/2019
MERGER/ACQUISITION: According to published reports, KCI Technologies Inc., DUNS 084993344,
(Sparks, MD)announced that it has acquired Keith&Schnars, DUNS 072227762, (Fort Lauderdale, FL).
09/07/2018
CHANGE OF CHIEF EXECUTIVE:According to published reports KCI Technologies Inc announced that it
has appointed Nathan J. Beil as CEO, he replace Terry Neimeyer.
08/01/2017
MERGER/ACQUISITION: According to published reports, KCI Technologies Inc., DUNS 084993344,
(Sparks, MD)announced the acquisition of LandAir Surveying, DUNS 140230454, (Roswell, GA).
CUSTOMER SERVICE
If you have questions about this report, please call our Customer Resource Center at 1.800.234.3867 from
anywhere within the U.S. If you are outside the U.S. contact your local D&B office.
***Additional Decision Support Available ***
Additional D&B products, monitoring services and specialized investigations are available to help you
evaluate this company or its industry. Call Dun&Bradstreet's Customer Resource Center at
1.800.234.3867 from anywhere within the U.S. or visit our website at www.dnb.com.
Overview History&Operations Products&Services Payments Finance Public Filings
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411181‘1 Supplier Qualifier Report
KCI TECHNOLOGIES, INC. �PrintEntereReport
D-U-N-S®Number 08-499-3344 ®Email Report
Copyright 2019 Dun&Bradstreet-Provided under contract for the exclusive use of Save HTML Report
subscriber 100150009
ATTN: KCI TECHNOLOGIES,INC. Report Printed:MAY 24 2019
In Date 1
Overview History& Products& Payments Finance Public Filings1
Operations / Services +'
OVERVIEW PUBLIC FILINGS
Business Information
D&B PAYDEX® The following Public Filing data is for information purposes only and is not the official record. Certified
Summary Analysis copies can only be obtained from the official source.
Risk Score Analysis
Probability of Ceased
Operations/Becoming SUITS Q About Suits
Inactive
Special Events Status: Pending
Customer Service DOCKET NO.: 201801100427
HISTORY&OPERATIONS Plaintiff: KUNKEL, ALEXANDER D, DOYLESTOWN, PA
Defendant: KCI TECHNOLOGIES, INC., MECHANICSBURG, PA AND OTHERS
History Cause: Negligence
Business Registration Where filed: PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA
Operations
Family Linkage Date status attained: 11/05/2018
PRODUCTS&SERVICES Date filed: 11/05/2018
UNSPSC Latest Info Received: 11/09/2018
NAILS Status: Pending
SIC DOCKET NO.: 201601003199
Plaintiff: WILLARD, SHERRY L, FARMINGDALE, NJ
PAYMENTS Defendant: KCI TECHNOLOGIES, INC., MECHANICSBURG, PA AND OTHERS
D&B PAYDEX Cause: Negligence
Payment Summary Where filed: PHILADELPHIA COUNTY COMMON PLEAS COURT, PHILADELPHIA, PA
Payment Details
Payment Trends Date status attained: 10/21/2016
FINANCE Date filed: 10/21/2016
Statement Update Latest Info Received: 10/28/2016
Finance If it is indicated that there are defendants other than the report subject,the lawsuit may be an action to
Key Business Ratios clear title to property and does not necessarily imply a claim for money against the subject.
PUBLIC FILINGS
Suits UCC FILINGS ?Q About UCC Filings
UCC Filings
•Government Activity Collateral: All Assets
Type: Original
Sec. party: SUNTRUST BANK, BALTIMORE, MD
Debtor: KCI TECHNOLOGIES, INC.
Filing number: 2014 0000828
Filed with: SECRETARY OF STATE/UCC DIVISION, DOVER, DE
Date filed: 01/02/2014
Latest Info Received: 01/24/2014
Collateral: Equipment
Type: Original
Sec. party: US BANCORP, MARSHALL, MN
Debtor: KCI WIRELESS SERVICES INC, HILLSBOROUGH, NC
Filing number: 20080050755C
Filed with: SECRETARY OF STATE/UCC DIVISION, RALEIGH, NC
Date filed: 06/02/2008
Latest Info Received: 07/01/2008
Collateral: Leased Equipment
Type: Original
Sec. party: CHESAPEAKE FUNDING LLC, SPARKS, MD
Debtor: KCI TECHNOLOGIES, INC.
Filing number: 6417525 3
Filed with: SECRETARY OF STATE/UCC DIVISION, DOVER, DE
Date filed: 12/01/2006
Latest Info Received: 05/14/2010
Collateral: Equipment
Type: Amendment
Sec. party: CHESAPEAKE FUNDING LLC, SPARKS, MD
Debtor: KCI TECHNOLOGIES, INC.
Filing number: 2007 3980017
Filed with: SECRETARY OF STATE/UCC DIVISION, DOVER, DE
Date filed: 10/22/2007
Latest Info Received: 06/07/2010
Original UCC filed date: 12/01/2006
Original filing no.: 6417525 3
Collateral: Leased Equipment including proceeds and products
Type: Original
Sec. party: PNC BANK, N.A., PITTSBURGH, PA
Debtor: KCI TECHNOLOGIES, INC.
Filing number: 2018 9044112
Filed with: SECRETARY OF STATE/UCC DIVISION, DOVER, DE
Date filed: 12/27/2018
Latest Info Received: 01/25/2019
There are additional UCC's in D&B's file on this company available by contacting 1-800-234-3867.
The public record items contained in this report may have been paid, terminated, vacated or released prior
to the date this report was printed.
GOVERNMENT ACTIVITY ® About Government Activity
Activity summary
Borrower(Dir/Guar): NO
Administrative debt: NO
Contractor: YES
Grantee: NO
Party excluded from federal program(s): NO
Congressional District: 07
The details provided in the Government Activity section are as reported to Dun&Bradstreet by the federal
government and other sources.
•
Overview History&Operations Products&Services Payments Finance Public Filings
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Gonzalez, Alian
From: Denis, Alex
Sent: Wednesday, June 19, 2019 5:32 PM
To: Gonzalez, Alian
• (1)
The ability, capacity and skill of the bidder to perform the contract.
(I)
Whether the bidder can perform the contract within the time specified, without delay or interference.
(3)
The character, integrity, reputation,judgment, experience and efficiency of the bidder.
(4)
The quality of performance of previous contracts.
(5)
The previous and existing compliance by the bidder with laws and ordinances relating to the contract.
MIAMI BEACH
Alex Denis
Director
Procurement Department
City of Miami Beach
1755 Meridian Avenue, Miami Beach, FL 33139
305-673-7490
http://www.miamibeachfl.qov
We are committed to providing excellent public service and safety to all who live, work and play in our vibrant, tropical,
historic community
— dV w -�-s — X11 `