RESOLUTION 93-20739 RESOLUTION NO. 93-20739
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE AN AGREEMENT WITH EDWARD D. STONE, JR.
AND ASSOCIATES FOR PROFESSIONAL LANDSCAPE ARCHITECTURAL
SERVICES AND OTHER RELATED PROFESSIONAL SERVICES AS
REQUIRED INCLUDING CIVIL ENGINEERING ,
MECHANICAL/ELECTRICAL AND LAND SURVEYING SERVICES FOR
VARIOUS CITY CAPITAL PROJECTS WHERE BASIC CONSTRUCTION
DOES NOT EXCEED $500,000.00 PER PROJECT FOR A TWO (2)
YEAR PERIOD.
WHEREAS, the City of Miami Beach ("City") issued a Request for
Letters of Interest (RFLI 40-92/94) for "Professional Landscape
Architectural Services for Various City Projects For a Two (2) Year
Contract Term For Capital Projects Where Basic Construction Cost
Does Not Exceed $500, 000. 00 Per Project" issued by the City in
contemplation of this Agreement; and
WHEREAS, Edward D. Stone, Jr. and Associates ("Consultant")
submitted a proposal in response to City' s Request for Letters of
Interest; and
WHEREAS, the City and Consultant have negotiated an agreement,
and the agreement has been recommended by the City Manager and
approved as to form by the City Attorney.
NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, that the Mayor and the City
Clerk are authorized to execute the Agreement attached hereto with
Edward D. Stone, Jr. and Associates for Professional Landscape
Architectural and other related Services for Various City Capital
Projects where Basic Construction Cost does not exceed $500, 000. 00
Per Project for a two (2) year contract to .
PASSED AND ADOPTED THIS 17th day of arch '
199 :
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ATTEST:
ENIPAkibm-
CITY CLERK
KS/mlw
FORM APPROVED
LEGAL DEPT.
By JCs
Date 2-1/- --3
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CITY OF MIAMI BEACH
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CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 09_93
TO: Mayor Seymour Gelber and DATE: March 17, 1993
Members of the City Commission
FROM: Roger M. Canto
City Manager -
RESOLUTIONS AUTHORIZING THE MAYOR TO SIGN AGREEMENTS ON
SUBJECT: RFLI NO. 40-93/94, PROFESSIONAL LANDSCAPE ARCHITECTURAL
SERVICES AND OTHER RELATED PROFESSIONAL SERVICES, AS
REQUIRED, INCLUDING CIVIL ENGINEERING, MECHANICAL/
ELECTRICAL AND LAND SURVEYING SERVICES FOR VARIOUS CITY
PROJECTS BETWEEN ROSENBERG DESIGN GROUP/SCULLY LANDSCAPE
ARCHITECTURE PLANNING (A JOINT VENTURE) , EDWARD D. STONE,
JR. AND ASSOCIATES, WALLACE ROBERTS AND TODD/WRT, INC. ,
AND THE CITY OF MIAMI BEACH
ADMINISTRATION RECOMMENDATION:
It is recommended that the City Commission approve the attached
Resolutions authorizing the Mayor and City Clerk to execute the
three (3) attached Agreements for Landscape Architectural and other
related services for various City projects not exceeding
$500, 000. 00 in construction cost. The contract term shall be two
years and the projects will be awarded on a rotation basis, with
consideration being given to an equitable distribution of the
annual fee amount.
BACKGROUND:
On February 17, 1993 , Commission Memorandum No 109-93 , the City
Commission authorized the Administration to negotiate agreements
with the three top ranked firms, as follows:
Rosenberg Design Group/Scully Landscape Architectural
Planning
Edward D. Stone, Jr. and Associates
Wallace Roberts & Todd/WRT Inc.
These negotiated contracts were then to be submitted to the
Commission for approval.
ANALYSIS:
Negotiations were conducted with the three above-named firms during
the week of March 8 - 12 , 1993 , and a l l firms have agreed to the
pricing structure for this contract. The pricing agreed to is
based on the last Architectural, Engineering and Land Surveying
contract awarded by the City in December of 1992, as well as a
sliding scale based on industry standards for projects which fall
within total construction budget limits, as follows:
I
AGENDA
ITEM
DATE 3- 1 /7--ci3
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Page 2
March 17, 1993
9.0% $ 1. - 100,000
8.5 100,001 - 150,000
8.0 150,001 - 200,000
7.5 200,001 - 250,000
7.0 250,001 - 300,000
6.5 300,001 - 400,000
6.0 400,001 - 500,000
Detail rates, including overhead and profit for hourly rates of
personnel were also negotiated, and can be seen on Page 33 of the
Contract.
CONCLUSION!
Contracts with the three (3) Landscape Architectural firms who were
highest ranked after presentations should be awarded to provide the
City of Miami Beach.with professional services for capital projects
not exceeding $500,000.00 on a rotation basis.
RMC/RS/mlw
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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
EDWARD D. STONE, JR. AND ASSOCIATES
FOR PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES
FOR VARIOUS CITY CAPITAL PROJECTS WHERE BASIC
CONSTRUCTION COST DOES NOT EXCEED $500,000.00 PER PROJECT
FOR A TWO (2) YEAR PERIOD
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TABLE OF CONTENTS
ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES 4
1. 1 CITY 4
1.2 CITY COMMISSION 5
1.3 CITY MANAGER 5
1.4 PROPOSAL DOCUMENTS 6
1.5 CONSULTANT 6
1. 6 BASIC SERVICES 7
1.7 THE PROJECT 7
1.7 . 1 PROJECT COST 7
1.7 .2 PROJECT SCOPE 7
1.8 CONSTRUCTION COST BUDGET 7
1.9 FORCE MAJEURE 8
1. 10 CONTRACTOR 8
1. 11 CONTRACT FOR CONSTRUCTION 8
1. 12 CONSTRUCTION DOCUMENTS 8
1. 13 CHANGE ORDER 9
1. 14 ADDITIONAL SERVICES 9
1. 15 WORK 9
1. 16 BASE BID 9
1. 17 SCHEDULES 9
1. 18 UPSET LIMIT 9
ARTICLE 2 . SCOPE OF SERVICES 10
2 . 1 STUDY PHASE 10
2 .2 INTRODUCTION TO BASIC SERVICES 10
2 .3 BASIC SERVICES 10
2 .4 DESIGN PHASE 11
2 .5 CONSTRUCTION DOCUMENTS PHASE 11
2 . 6 BIDDING OR NEGOTIATION PHASE 12
2 .7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12
2 .8 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 15
2 .9 ADDITIONAL FIELD REPRESENTATION 15
2 . 10 ADDITIONAL SERVICES 15
2 .11 TIME 17
ARTICLE 3. THE CITY'S RESPONSIBILITIES 18
ARTICLE 4 . CONSTRUCTION COST 19
4. 1 DEFINITION 19
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 19
ARTICLE 5. DIRECT PERSONNEL EXPENSE 20
ARTICLE 6. REIMBURSABLE EXPENSES 20
ARTICLE 7 . PAYMENTS TO THE CONSULTANT 21
7 . 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 21
7 .2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 21
7 .3 PROJECT SUSPENSION OR TERMINATION 21
ARTICLE 8. CONSULTANT' S ACCOUNTING RECORDS 21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
10 . 1 RIGHT TO TERMINATE 22
10.3 TERMINATION FOR CAUSE 23
10 . 4 TERMINATION FOR CONVENIENCE NON-EXCLUSIVE
PROVISIONS 23
10.5 IMPLEMENTATION OF TERMINATION 23
10. 6 NON-SOLICITATION 24
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ARTICLE 11. MISCELLANEOUS PROVISIONS 24
ARTICLE 12 . EXTENT OF AGREEMENT 25
ARTICLE 13. BASIS OF COMPENSATION 26
13. 1 GENERAL 26
13.2 COMPENSATION FOR SERVICES 26
ARTICLE 14. INSURANCE 26
ARTICLE 15. INDEMNIFICATION 27
ARTICLE 16. ARBITRATION 27
ARTICLE 17 . LIMITATION OF LIABILITY 29
ARTICLE 18. ADDITIONAL CONDITIONS 30
SCHEDULE "A" - CONSULTANT SERVICE ORDER 32
SCHEDULE "B" - CONSULTANT COMPENSATION RATES 33
SCHEDULE "C" - SUBCONTRACT HOURLY COMPENSATION RATES 34
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
EDWARD D. STONE, JR. AND ASSOCIATES
PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES
THIS CONTRACT made and entered into this 19th day of
March , 1993 by and between the CITY OF MIAMI BEACH, a
municipal corporation existing under the laws of the State of
Florida (hereinafter referred to as "City" or "Owner") , having its
principal offices at 1700 Convention Center Drive, Miami Beach,
Florida and Edward D. Stone, Jr. and Associates, a Florida
corporation, whose address is 1512 E. Broward Boulevard, Suite 110,
Fort Lauderdale, FL. (hereinafter referred to as ("Consultant") .
WITNESET H:
WHEREAS, the City intends to build various capital projects
within the City of Miami Beach, for a Basic construction cost not
to exceed Five Hundred Thousand Dollars ($500, 000. 00) for each
project, and wishes to engage the Consultant for the various
projects at the agreed fees as set forth in this agreement; and
WHEREAS, the Consultant desires to contract with the City for
performance of landscape architectural and related professional
services relative to these projects as more particularly
hereinafter set forth, for studies, design, preparation of
Construction Documents and Construction Administration Services,
all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the
mutual covenants and agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES
1. 1 CITY The "City" or "Owner" shall mean the City of Miami
Beach and is a Florida municipal corporation having its principal
offices at 1700 Convention Center Drive, Miami Beach, Florida
33139 . The City, as a governmental entity, is subject to the
availability of funds and appropriation of funds by its legislative
body and other governmental authorities or sources of revenue, in
an amount to allow continuation of its performance under this
Agreement. In the event of lack of funding for this agreement or
this project, this Agreement may be terminated by the City pursuant
to the procedure set forth in Article 10.
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1. 2 CITY COMMISSION
"City Commission" shall mean the governing and legislative
body of the City. 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.
1. 2 . 1 The City Commission shall be the body to consider,
comment upon, or approve of any amendments or modifications to this
Agreement.
1. 2 . 2 The City Commission shall be the body to consider,
comment upon, or approve any assignment, sale, transfer or
subletting of this Agreement or any interest therein and any
subcontracts made pursuant to this Agreement. Assignment and
transfer shall be defined to include sale of the majority of the
stock of a corporate Consultant.
1.2 . 3 All City Commission approvals and authorizations
shall be expressed by passage of an appropriate enabling resolution
and, if an amendment, by the execution of an appropriate amendment
to this Agreement.
1. 2 . 4 The City Manager shall review, approve, disapprove
or otherwise comment upon the Consultant' s Design and Construction
Documents after they are submitted to the City by the Consultant.
1. 2 . 5 The City Commission shall hear appeals from the
administrative decision of the City Manager upon the Consultant's
written request, in which case the Commission' s decision shall be
final .
1. 2 . 6 The City Commission shall approve or consider all
change orders which exceed the sum of ten thousand dollars
($10, 000. 00) (or other such amount as may be specified by the City
of Miami Beach Purchasing Ordinance, as amended) .
1. 3 CITY MANAGER
The "City Manager" shall mean the chief administrative
officer of the City. The City Manager shall be construed to
include any duly authorized designees including a Project
Coordinator and shall serve as the City' s representative to whom
administrative requests for approvals shall be made and who shall
issue authorizations (exclusive of those authorizations reserved to
the Commission) to the Consultant. These authorizations shall
include, without limitation: reviewing, approving, or otherwise
commenting upon the schedules, plans, reports, estimates, contracts
and other documents submitted to the City by the Consultant.
1. 3 . 1 The City Manager shall decide, in his professional
discretion, matters arising pursuant to this Agreement, which are
not otherwise expressly provided for in this Agreement, and he
shall attempt to render administrative decisions promptly to avoid
unreasonable delay in the progress of the Consultant' s work.
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1. 3 . 2 The City Manager shall additionally be authorized but
not required at the request of the Consultant to reallocate monies
already budgeted towards payment of the Consultant, providing,
however, that he cannot increase the Consultant' s compensation or
other budgets established by this Agreement. The City Manager, in
his administrative discretion, may consult with the City Commission
concerning disputes or matters arising under this Agreement
regardless of whether such matters or disputes are enumerated
herein.
The City Manager shall additionally be the sole representative of
the City authorized to issue a notice to proceed as referenced in
Article 2 herein. The City Manager may consider, comment upon or
approve modifications in accordance with applicable laws and
ordinances.
1. 3 . 3 The City Manager may approve change orders which do not
exceed the sum of ten thousand dollars ($10, 000. 00) (or other such
amount as may be specified by the City of Miami Beach Purchasing
Ordinance, as amended) and which do not increase any of the budgets
established herein.
1. 3 . 4 The City Manager may, in his sole discretion, form
a committee or committees, or inquire of or consult with persons
for the purpose of receiving advice and recommendations relating to
the exercise of his powers, duties and responsibilities under this
Agreement.
1. 4 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for Letter of
Interest, (RFLI No. 40-92/94) for "Professional Landscape
Architectural Services For Various City Projects For A Two (2) Year
Contract Term For Capital Projects Where Basic Construction Cost
Does Not Exceed $500, 000. 00 Per Project" issued by the City in
contemplation of this Agreement, together with all amendments
thereto, if any, and the Consultant ' s proposal in response thereto
("Proposal") which are deemed as being incorporated by reference in
this Agreement and made a part hereof; provided, however, that in
the event of an express conflict between the Proposal Documents and
this Agreement, this Agreement shall prevail.
1. 5 CONSULTANT
The "Consultant" is herein defined as Edward D. Stone, Jr. and
Associates, a Florida corporation, whose address is 1512 E. Broward
Boulevard, Suite 110, Ft. Lauderdale, FL.
1. 5 All Consultants required by the needs of this project
shall be duly licensed and admitted to practice landscape
architecture in this state pursuant to Chapter 481, Florida
Statutes, and additionally possessing the requisite occupational
licenses from the City and the County. All engineers required by
the needs of this project shall be duly licensed and certified by
the State of Florida to engage in the practice of engineering in
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this State. All special inspectors, if any, required by the needs
of this project shall be duly certified, licensed and registered
under Chapter 471, Florida Statutes, as an engineer, or under
Chapter 481, as an architect, and shall additionally possess the
requisite occupational license from the City and the County.
1. 5. 2 The Consultant shall be liable for the Consultant' s
services, responsibilities and liabilities under this Agreement and
the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the
direction or control of the Consultant. When the term "Consultant"
is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the
direction or control of Consultant.
1. 6 BASIC SERVICES
"Basic Services" shall include the professional services of
normal landscape architectural services also, the coordination of
structural, mechanical/electrical, civil engineering, and land
surveying services, if necessary for the design, preparation of
contract documents and administration of the Construction Contract
for the projects hereunder.
1. 7 THE PROJECT(S)
Various City Capital Projects where basic construction cost
does not exceed $500, 000. 00 per project as assigned by the City
Manager.
1. 7 . 1 Project(s) Cost
Construction Cost for each project is not to exceed Five
Hundred Thousand ($500, 000. 00) Dollars. Each project will require
Statements of Probable Cost prior to bidding.
Should construction proposals exceed Final Probable Cost
Statements by more than 5%, the Consultant shall perform all
modifications to plans and specifications at no cost to the City
for reissuance of the bid proposal .
The "Project(s) Cost" , as established by the Owner, shall mean
the total cost of the project to the owner which represents
construction costs, professional compensation, land costs if any,
financing costs, materials testing services, surveys, and other
miscellaneous Owner costs.
1. 7 . 2 Project(s) Scope
The Owner shall establish the Scope of Work for each project
and all modifications thereto in writing, and provide same to the
Consultant prior to the start of the work.
1. 8 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for these projects shall mean
a sum which will not exceed the amount of Five Hundred Thousand
Dollars ($500, 000. 00) and is the total cost to the Owner of all
elements of the Project designed or specified by the Consultant and
approved by the Owner, including at current market rates (with a
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reasonable allowance for overhead and profit) , the cost of labor
and materials and any equipment which has been designed, specified,
selected or specifically provided for by the Consultant and
approved by the City, and including a contingency allowance for
unforeseen conditions but not to exceed ten percent (10%) of the
Construction Cost but not including the compensation of the
Consultant and the Consultant' s consultants, rights-of-way, the
cost of land, materials testing services, and surveys.
1. 8 . 1 The Construction Cost Budget, as established by the
Owner, shall not be exceeded absent fully justifiable and
extraordinary and unforseen circumstances, such as force majeure,
which is beyond the control of the parties and which in any event
shall be subject to prior City Commission and/or City Manager
approval by passage of an enabling resolution and amendments to the
appropriate agreements relative to these project(s) prior to any
modification of the construction costs due to force majeure.
Provided further, however, that even in the event of a force
majeure as defined below, the City shall have no obligation to
exceed the Construction Cost Budget limitations established herein.
1. 9 FORCE MAJEURE
"Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the
interference of human agency such as hurricanes, tornados, flood
and total loss caused by fire and other similar unavoidable
casualties, changes in federal, state or local laws, ordinances,
codes or regulations, enacted after the date of this Agreement and
having a substantial impact on the project, or other causes beyond
the Consultant' s control or by any other such causes which the
Consultant and the City Commission decide in writing justify the
delay. Provided, however, that market conditions, labor conditions,
construction industry price trends and similar matters which
normally impact on the bidding process shall not be considered a
Force Majeure.
1. 10 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or
entities responsible for performing the construction work or
providing the materials, supplies and equipment identified in the
bid and contract documents for the project.
1. 11 CONTRACT FOR CONSTRUCTION
"Contracts for Construction" shall mean contracts with
contractors.
1. 12 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans,
specifications, drawings, documents and diagrams submitted by the
Consultant pursuant to Article 2 . 4 and approved by the City.
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1. 13 CHANGE ORDER
"Change order" shall mean the written order to the Project
Manager approved by the owner as specified in this contract and
signed by the Owner' s duly authorized representative, authorizing
a change in the project or the method and manner of performance
thereof or an adjustment in the fees or completion dates, as
applicable. Change orders shall only be approved by the City
Commission, if they exceed ten thousand dollars ($10, 000. 00) or the
City Manager if they are ten thousand dollars ($10, 000. 00) or less
in amount (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended) . Even for change
orders for less than ten thousand ($10, 000. 00) the City Manager
shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such change order.
1. 14 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in
Section 2 . 9 herein, which have been duly authorized in writing by
the City Manager.
1. 15 WORK
"Work" shall mean all of the work to be performed on the
project pursuant to the contract documents and the construction and
bid documents.
1. 16 BASE BID
"Base Bid" shall mean the elements contained in the
Construction Documents recommended by the Consultant and approved
by the Owner as being within the Construction Cost Budget pursuant
to the Statement of Probable Construction Cost provided by
Consultant "Base Bid" shall not include "Additive Alternates" or
"Deductive Alternates" .
1. 17 SCHEDULES
"Schedules" shall mean the various schedules attached to this
Agreement and referred to in the Agreement, and are as follows:
Schedule A -- Service Order Form
Schedule B -- The schedule of hourly rates of compensation for
the Consultant for Basic and Additional services, as submitted by
the Consultant and approved by the City.
Schedule C -- The schedule of hourly rates of compensation
for the Consultant' s sub-consultants for Basic and Additional
services as submitted by the Consultant and approved by the City
Manager. Amendments to any City approved hourly rates schedule
shall require the same formalities as amendments to the contract
itself.
1. 18 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the
maximum Cumulative fee allowable under the Service Order for fees
billed in accordance with Schedules B and C, which the Consultant
shall not exceed without specific written authorization. The Upset
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Limit is not a guaranteed maximum cost for the Scope of Work set
forth in the Service Order.
ARTICLE 2 . SCOPE OF SERVICES
2 . 1 STUDY PHASE
2 . 1 Projects involving site investigations, concept
development, park or park system planning, programming, program
investigating and evaluation services, economic studies,
feasibility studies will be performed by the Consultant on the
basis of the hourly rates in Schedule B to an agreed upon upset
limit, or on the basis of a mutually agreed upon lump sum fee.
Such a phase shall be authorized by City persuant to the procedure
for authorization of additional services as set forth in Paragraph
2 . 10, on all projects, over and above the percentage fees on
Schedule B where it is necessary for the Consultant to assist the
City in work required preceding the design phase including, but not
limited to the following:
• Documentation and analysis of existing site condition.
• Development of alternate programs and preliminary project
budget.
• Public hearings workshops or meetings to prepare development
concepts.
• Preparation of Design criteria and coordination with adjacent
property owners and user groups.
2 .2 INTRODUCTION TO BASIC SERVICES
2 . 2 The Consultant shall provide Basic Service and/or
Additional Services for various projects. The Consultant is aware
that this is a nonexclusive contract, and that the City has other
consultants under contract to provide landscape architectural
services for projects under $500, 000. The City Manager shall have
the discretion to determine which of the consultants under contract
shall be awarded a particular project under consideration. The
work for each project will be performed by the Consultant upon
receipt of a written "Service Order" issued by the City Manager.
The Service Order shall contain a description of the work required
("Scope of Work") , contain either an agreed lump sum fee or an
hourly fee as provided in Schedules B and C with an Upset Limit for
the work, reimbursable expenses, the Construction Budget for the
Project a description of the type of services and be in a form
similar to Schedule A- Service Order attached hereto, Consultant
shall countersign the Service Order.
2 .3 BASIC SERVICES
2 . 3 The Consultant' s Basic Services shall consist of the four
phases described in Paragraphs 2 . 4 through 2 . 7 and include normal
landscape architectural, and the coordination of structural, civil,
and mechanical/electrical engineering services, if necessary for
the preparation of contract documents and administration of the
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2 . 4 DESIGN PHASE
2 . 4 . 1 The Consultant shall review with the City, (including
if requested by the City Manager, a committee or committees)
alternative approaches to design and construction of the Project.
2 . 4 . 2 Based on the mutually accepted program and Project
budget requirements, the Consultant shall prepare, for approval by
the Owner, Design Documents consisting of drawings and other
documents appropriate for the Project, and shall submit to the
Owner a Statement of Probable Construction Cost.
2 . 5 CONSTRUCTION DOCUMENTS PHASE
2 . 5. 1 Based on the approved design documents, the
Consultant shall prepare, for approval by the City, (3) copies of
the construction documents. One of these copies shall be in the
form of a reproducible mylar, for bidding purposes. Consultant
shall also file with the Coordinator at said time, the following
items: (a) four (4) copies of the Statement of Probable
Construction Cost, (b) four (4) unbound copies of advertisement for
bids, (c) four (4) unbound copies of the bid proposals, and (d)
final maintenance impact report. Consultant shall also provide
City with one (1) additional set of construction documents at
approximately eighty percent (80%) completion approximately thirty
(3 0) days prior to the date for delivery of the three (3) copies of
100% complete construction documents for review by and comment by
City' s Building Department. Should additional sets be required,
Consultant will be reimbursed for the actual cost of reproduction,
upon approval in advance by the City.
2 . 5. 2 Construction documents will be prepared, signed and
sealed by design professionals. The Construction documents shall
call for a construction period as approved by the City Manager. The
entire project will be publicly bid with a Base Bid and such
Additive Alternates and/or Deductive Alternates as may be requested
by City, to reasonably insure that the award will be within the
Construction Cost Budget.
The Construction Documents shall set forth in detail the
requirements for construction of the project including all the
contractual, code (laws, rules and regulations) , and technical
specifications and requirements under which the work is to be
conducted.
All prerequisites for approvals and permits shall be met.
Prior to advertisement for bids Consultant shall assist the City by
providing all documents required to obtain all necessary local,
state and federal permits as may be required for construction of
the project.
2 . 5. 3 The Consultants expressly agree that all of their
duties, services and responsibilities under this contract and all
of their consultant' s duties, services and responsibilities shall
be performed in accordance with the standard of care normally
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exercised in the design of projects of this nature in South
Florida. "Standard of Care" includes an analysis of visible site
field conditions prior to initiating project design.
2 . 6 BIDDING OR NEGOTIATION PHASE
2 . 6. 1 The Consultant, following the City' s approval of the
Construction Documents and of the latest Statement of Probable
Construction Cost, shall assist the City in obtaining lump sum bids
with the Additional and/or Deductive Alternatives and assist in
awarding and preparing the contract for construction.
2 . 6. 2 Consultant shall be required to tabulate all bids.
Within three (3) working days thereafter, the Consultant shall
submit in writing to the City' s Project Coordinator, their
recommendations for the award or rejection of the construction
contract, together with two (2) sets of the bid tabulations to be
reviewed by the City.
2 . 7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2 . 7 . 1 The Construction Phase will commence with the award of
the Contract for Construction and, together with the Consultant' s
obligation to provide Basic Services for each project under this
Agreement, will terminate when final payment to the Contractor is
due, or in the absence of a final Certificate for Payment or of
such due date, (60) sixty days after the Date of Substantial
Completion of the Work or sixty (60) days after the completion date
specified in the contract for construction at the time of the
award, whichever occurs last. The City' s Construction Coordinator
will be the City' s representative on the construction site. The
presence of this coordinator in no way diminishes any of the
Consultant' s duties and obligations as described in these terms and
conditions. All changes which would result in an increase of
compensation to the Consultant must be approved by the City
Commission by passage of a resolution, or the City Manager if such
change is less than 10 percent of the amount set forth in the
Service Order. The City' s construction Coordinator shall be
considered to be on the site for the benefit and protection of the
City, and Consultant shall have no right to rely on the
Construction Coordinator for assurances or advice regarding work
which is the responsibility of the Consultant. The Consultant and
the City's Construction Coordinator will hold regular site meetings
on at least twice a month basis between themselves, the contractor
and the various subcontractors as is appropriate.
2 . 7 . 2 The Consultant shall provide administration of the
construction contract as set forth herein in the general or
supplemental conditions of the contract for construction, and the
Consultant' s assigned authority thereunder shall not be modified
without the Consultant ' s written consent.
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2 . 7 . 3 The Consultant shall advise and consult with the
City, and keep it informed of the progress of the work, including
percentage completed on a monthly basis, during the Construction
phase. After issuance of the work order to proceed with the
work, all of the City' s instructions to its contractors shall be
issued through the Consultant' s representative with approval by
the City.
2 .7 .4 The Consultant shall visit the site at periodic
intervals appropriate to the stage of construction, or as is
otherwise requested by the City, to become familiar with the
progress and quality of the work and to determine if the work is
proceeding in accordance with the contract documents. The
Consultant shall not be obligated to make continuous or exhaustive
on-site inspections to check quality and quantity of the work. On
the basis of such on-site inspections, the Consultant shall keep
the City informed of the progress and quality of the work and shall
endeavor to guard the City against defects, deficiencies in the
work of the Contractor. Upon discovery of any defects or
deficiencies the Consultant shall immediately notify the City' s
Project Coordinator.
2 . 7 . 5 The Consultant shall not have control of or be in
charge of and shall not be responsible for construction means,
methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts
or omissions of the Contractor, Sub-contractors or any other
persons performing any of the work, or for failure of any of them
to carry out the work in accordance with the Contract documents.
2 . 7 . 6 The Consultant shall at all times have access to the
work wherever it is in preparation or progress.
2 . 7 . 7 The Consultant shall determine the amounts owed to
the Contractor based on observations at the site and on evaluations
of the Contractor' s applications for payment and shall issue
certificates for payment in such amounts, as provided in the
contract documents, subject to City' s approval.
2 . 7 . 8 The issuance of a certificate for payment shall
constitute a representation by the Consultant to the City, based on
the Consultant' s observations at the site as provided in
Subparagraph 2 . 7 . 4 and on the data comprising the Contractor' s
application for payment, that, to the best of the Consultant' s
knowledge, information and belief, the work has progressed to the
point indicated; that, based on the Consultant' s observation of the
work, the quality of the work is in accordance with the contract
documents (subject to an evaluation of the work for conformance
with the contract documents upon substantial completion, to the
results of any subsequent tests required by or performed under the
contract documents, to minor deviations from the contract documents
correctable prior to completion, and to any specific qualifications
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stated in the certificate for payment) and that the Contractor is
entitled to payment in the amount certified. However, the issuance
of a certificate for payment shall not be a representation that the
Consultant has made any examination to ascertain how and for what
purpose the Contractor has used the monies paid on account of the
contract sum.
2 . 7 . 9 The Consultant shall be the interpreter of the
requirements of the contract documents and the judge of the
performance thereunder by both the City and the Contractor. The
Consultant shall render interpretations necessary for the proper
execution of the progress of the work with reasonable promptness on
written decisions, within twenty (20) days on all claims, disputes
and other matters in question between the City and the Contractor
relating to the execution or progress of the work or the
interpretation of the contract documents. All actions required by
Consultant under this Paragraph shall be taken expeditiously.
2 . 7 . 10 Interpretations and decisions of the Consultant
shall be consistent with the intent of and reasonable inferable
from the contract documents and shall be in written or graphic
form.
2 . 7 . 11 The Consultant shall after discussion with the
Project Coordinator have authority to reject work which does not
conform to the contract documents.
Subject to the City' s approval, the Consultant will have authority
to require special inspection or testing of the work when it is
necessary or advisable (in the Consultant' s opinion) for the
implementation of the intent of the Contract Documents whether or
not such work be then fabricated, installed or completed.
2 . 7 . 12 The Consultant shall review and approve or take
other appropriate action upon the Contractor' s submittals such as
Shop Drawings, Product Data, and Samples and other submissions of
the Contractor for conformance only with the design concept of the
work and with the information give in the contract documents. Such
action shall be taken with reasonable promptness so as to cause no
delay. The Consultant' s approval of a specific item shall not
indicate approval of an assembly of which the item is a component.
2 . 7 . 13 The Consultant shall prepare change orders for the
City' s approval and execution in accordance with the contract
documents, and shall have authority to order minor changes in the
work not involving an adjustment in the contract sum or an
extension of the contract time which are not inconsistent with the
intent of the contract documents. Meeting notes documenting all
minor changes shall be presented in writing to the Project
Coordinator after each meeting.
2 . 7 . 14 The extent of the duties, responsibilities and
limitations of authority of the Consultant as the City' s
representative during the construction phase shall not be modified
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or extended without written consent of the City Manager.
2 . 7 . 15 The City shall furnish, in a timely manner,
structural, mechanical, chemical and other laboratory tests,
inspections and reports as required by law or the contract
documents for design.
2 .7 . 16 The Consultant shall prepare a set of reproducible
record drawings showing the complete project as it is finally built
(ie, "as built" drawings) from information collected by the
Consultant from the contractor(s) . These shall be similar in scale
and scope to the contract drawings but shall include all
occurrences and instances where the finished building differs from
the contract drawings as a result of duly approved changes made
during the construction of the project. In that record drawings
are based on information provided by the Contractor(s) , Consultant
cannot and does not warrant their accuracy.
2 .7 . 17 Consultant shall conduct inspections to determine
the Dates of Substantial and Final Completion and shall issue a
certificate for final payment by the Contractor under the Contract
Documents. The index and summary shall list each of the warranties,
indicating the term, conditions, and the purported legal
enforcement and recourse rights of the City as indicated by the
language in the Warranty.
2 . 8 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2 . 8 . 1 Approval by the City shall not constitute nor be
deemed a release of the responsibility and liability of the
Consultant, his employees, sub-contractors, agents and consultants
for the accuracy and competency of their designs, working drawings,
specifications or other documents and works; nor shall such
approval be deemed to be an assumption of such responsibility by
the City for a defect or omission in designs, working drawings, and
specifications or other documents prepared by the Consultant, his
employees, sub-contractors, agents and consultants. However, the
Consultant shall be entitled to reply upon the accuracy and
validity of decisions and information furnished by the City.
2 . 9 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive
representation at the site than is described in Paragraph 2 . 6 is
advisable, such additional project representation shall be provided
and paid for as an Additional Service.
2 . 10 ADDITIONAL SERVICES
Unless specifically provided for in a Service Order, the
following services are not included in Basic Services. Any
additional service must be authorized in writing by a City
Commission Resolution or by the City Manager in advance of its
performance, and may be paid for as a multiple of direct personal
expense, as outlined in Schedules B and C. Additional services
will consist of the following services.
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2 . 10. 1 Providing services to investigate existing
conditions or facilities or to make measured drawings thereof, and
to verify the accuracy of drawings or other information furnished
by the City in the event of an inconsistency or omission in the
drawings.
2 . 10. 2 Making revisions in or addition to drawings,
specifications or other documents when such revisions or additions
are inconsistent with written approvals or instructions previously
given, or are required by the enactment or revision of codes, laws
or regulations subsequent to the preparation of such documents or
are due to other causes not solely within the control of the
Consultant.
2 . 10. 3 Making investigations, surveys, valuations,
inventories or detailed appraisals of existing facilities, and
services required solely in connection with construction performed
by the City.
2 . 10. 4 Providing consultation concerning replacement of any
work damaged by fire or other cause during construction, and
furnishing services as may be required in connection with the
replacement of such work.
2 . 10. 5 Providing services made necessary by the default of
the contractor, or by major defects or deficiencies in the work of
the Contractor, (provided Consultant promptly notified the City of
any such defects or deficiencies observed by Consultant) or by
failure of performance of either the City or Contractor under the
contract for construction.
2 . 10. 6 Providing basic services after issuance to the City
of the final certificate for payment, or in the absence of a final
certificate for payment, more than sixty (6 0) days after the date
of substantial completion of the work, or sixty (60) days after the
completion date set forth in the construction contract, whichever
is later.
2 . 10 . 7 Preparing to serve or serving as an expert witness
in connection with any public hearing, arbitration proceeding or
legal proceeding unless such preparation has arisen from failure of
the Consultant to meet the Standard of Care established in Section
2 . 5. 3 .
2 . 10. 8 Preparing documents for change orders, or
supplemental work initiated at the City' s request and outside the
scope of the work specified in the construction documents, after
commencement of the construction phase.
2 . 10. 9 Making revisions in Drawings, Specifications or
other documents when such revisions are inconsistent with written
approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to
the preparation of such documents. If changes are required to be
made because of error, oversight, inadvertence, clarification or
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discrepancy in the work of the Consultant, City shall not be liable
to compensate Consultant for additional services in such
connection.
2 . 10. 10 Providing consultation concerning replacement of a
new project or damage by fire or other cause during construction,
and furnishing professional services the type set forth herein as
may be required in connection with the replacement of such work.
2 . 10. 11 Providing professional services made necessary by
the default of any contractor or sub-contractor in the performance
of the construction contract.
2 . 10. 12 Providing contract administration services during
the construction phase, should the construction contract time and
working days be extended by more than ten percent (10%) or a
minimum of seven (7) days through no fault of the Consultant.
2 . 10. 13 Providing planning, programming, program
investigating and evaluation services, economic studies,
feasibility studies, unless such studies are included in the Basic
Services described in Section 1. 6 by mutual consent of the
Consultant and the City.
2 . 10. 14 Providing certified land surveys and similar
information.
2 . 10. 15 Providing such other professional services to the
City relative to these Projects which arise from subsequent
circumstances and causes (excluding circumstances and causes
resulting from error, inadvertence or omission of the Consultant)
which do not currently exist or which are not contemplated by the
parties at the time executing this agreement. Services provided
for by this subsection must be approved by a City Commission
Resolution or by the City Manager before such services are
rendered.
2 . 11 TIME
It is understood that time is of the essence in the
completion of this project, and in this respect the parties agree
as follows:
2 . 11. 1 The Consultant shall perform Basic and Additional
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. The Consultant may submit to the
City adjustments to this schedule made necessary by undue time
taken by the City to approve the Consultant' s submissions, and/or
excessive time taken by the City to approve the work or parts of
the work. The City shall not unreasonably refuse to approve such
adjustment to the time schedule if the request is made in a timely
manner and is fully justified. This schedule, when approved by the
City, shall not, except for reasonable cause, be exceeded by the
Consultant.
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2 . 11. 2 The parties agree that the Consultant' s services
during all phases of this project will be performed in a manner
which shall conform with the approved schedule, as may be amended.
ARTICLE 3. THE CITY' S RESPONSIBILITIES
3 . 1 The City has provided Consultant with the Project goals
and design elements as set forth in the RFLI and in Article 1. 7
herein, and shall provide consistent with the foregoing described
goals such additional requirements for the Project as may be
necessary, including space requirements and relationships,
flexibility and expendability, special equipment and systems and
the site requirements.
3 . 2 The City shall establish a Construction Cost Budget for
the Project, which may include contingencies for bidding, changes
in the work during construction, and other costs which are the
responsibility of the City, including those described in this
Article 3 and in Subparagraph 4 . 1. 2 . The City shall, at the
request of the Consultant, provide a statement of funds available
for the Project, and their source.
3 . 3 The City Manager shall designate a representative
defined as the City' s Project Coordinator authorized to act in the
City' s behalf with respect to the Project. The City' s Project
Coordinator shall examine the documents submitted by the Consultant
and shall transmit written decisions pertaining thereto promptly,
to avoid unreasonable delay in the progress of the Consultant's
services. The City shall observe the procedure of issuing orders
to its contractors only through Consultant.
3 . 4 In the City' s sole discretion, the City may furnish
legal, accounting and insurance counseling services as may be
required at any time for the Project, including such auditing
services as the City may require to verify the contractor' s
applications for payment or to ascertain how or for what purposes
the Contractor uses the moneys paid by or on behalf of the City.
3 . 5 If the City observes or otherwise becomes aware of any
fault of defect in the Project or nonconformance with the contract
documents, prompt written notice thereof shall be given by the City
to the Consultant.
3 . 6 The City shall furnish required information and services
and render approvals and decisions in writing as expeditiously as
necessary for the orderly progress of the Consultant' s services and
of the Work. No approvals required by City during the various
phases of the Project shall be unreasonably delayed or withheld;
provided that City shall at all times have the right to approve or
reject the proposed submission of Consultant on any reasonable
basis.
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ARTICLE 4 . CONSTRUCTION COST
4 . 1 DEFINITION
4 . 1. 1 The Construction Cost shall be the total cost or
estimated cost to the City of all elements of the Project designed
or specified by the Consultant and approved by the City as more
completely defined in Article 1. 9 .
4 . 1. 2 Construction Cost does not include the compensation of
the Consultant and the Consultant' s consultants, the cost of the
land, rights-of-way, materials testing services, and surveys.
4 . 1. 3 For work not constructed, construction cost shall be
the same as the lowest bona fide bid or competitive proposal
received and accepted from a responsible bidder or proposer for any
and all of such work;
4 . 1. 4 For work which bids or proposals have not been let,
construction cost shall be the same as the latest Statement of
Probable Construction Cost or detailed cost estimate. The City
shall have the right to verify the Probable Cost or detailed cost
estimate by the Consultant.
4 . 2 RESPONSIBILITY FOR CONSTRUCTION COST
4 . 2 . 1 If the bidding phase has not commenced within three
months after the Consultant submits the construction documents to
the City, and the City approvals have been made, the total time
being known as the date of approval, the Construction Cost Budget
shall be adjusted to reflect any change in the general level of
prices in the construction industry between the date of submission
of the construction documents to the City and the date on which
proposals are sought.
4 . 2 . 2 If the lowest bona fide base bid exceeds the
Construction Cost Budget (adjusted as provided in Subparagraph
4 . 2 . 2) by more than five percent (5%) , the City Commission or the
City Manager shall in its sole discretion, have any of the
following options: (1) give written approval of an increase in the
Construction Cost Budget, (2) reject all bids or proposals,
authorize rebidding, or (if permissible) authorize a renegotiation
of the Project within a reasonable time, (3) abandon the project
and terminate Consultant Services for the Project covered by the
Service Order (4) select as many deductive alternatives as may be
necessary to bring the award within the construction cost budget,
or (5) cooperate with the Consultant in reducing the project scope
and quality and construction schedule and sequence of work as
required to reduce the construction cost. In the event the City
elects to reduce the Project scope and quality, Consultant shall
provide such revisions to the construction documents and provide
rebidding services, as many times as requested by City, as a Basic
Service, with no additional cost to the City in order to bring the
bids within five percent (5%) of Construction Cost Budget.
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ARTICLE 5. DIRECT PERSONNEL EXPENSE
5. 1 For Additional Services rendered under this Agreement,
the Consultant and its sub-consultants, if any, shall be reimbursed
on the basis of the hourly rates set forth in Schedules B and C.
ARTICLE 6. REIMBURSABLE EXPENSES
6. 1 Reimbursable expenses are in addition to the compensation
for basic and additional services and include actual expenditures
made by the Consultant and the Consultant' s employees and
consultants in the interest of the Project for the expenses listed
in the following subparagraphs.
All reimbursable expenses pursuant to this article, must be
authorized in advance by the City Manager or the City's Project
Coordinator. Invoices or vouchers for reimbursable expenses shall
be submitted along with supporting receipts, and other back-up
material reasonably requested by City, by the Consultant to the
City, and Consultant shall certify as to each such invoice that the
amounts and items claimed as reimbursable are "true and correct and
in accordance with the Contract" . Expenses subject to
reimbursement in accordance with the above procedures are as
follows:
6 . 1. 1 Expense of data processing when such data processing
equipment is available either directly by the Consultant or through
an outside service, shall not be reimbursable but should be
included in Basic Services.
6. 1. 2 If authorized in advance by the City Manager or the
City' s Project Coordinator, expense of overtime work requiring
higher than regular rates not caused by Consultant or part of
Consultant' s Basic Services, special consulting services, if any,
or other services.
6. 1. 3 Expense of any additional insurance coverage or
limits requested by the City in excess of the insurance requirement
set forth in Article 14 .
6. 1. 4 Expense of transportation in connection with the
Project; living expenses in connection with out-of-town travel ;
long distance communications; and fees paid for securing approval
of authorities having jurisdiction over the Project. Consultant
shall comply with the City' s standards for reimbursable travel
expenses. Travel within Dade County shall not be reimbursable.
6. 1. 5 Expense of reproduction, postage and handling of
drawings, specifications and other documents, except for those
expenses to be borne by the Consultant under the Basic Services,
excluding reproductions for the office use of the Consultant and
the Consultant' s consultants.
6. 1. 6 Aerial photography expenses and other photographic
production expenses.
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ARTICLE 7 . PAYMENTS TO THE CONSULTANT
7 . 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7 . 1. 1 Payments for Basic Services shall be made monthly
based upon work completed and approved by the Project Coordinator,
upon presentation and receipt of Consultant's invoice or statement.
When compensation is made on the basis of a lump sum, then payments
shall be made in proportion to the service performed in each phase
so that the payments for Basic Compensation for each phase shall
equal the following percentages of the Total Compensation payable:
Design Phase - 35% ; Construction Documents Phase - 40% ; Bidding
Phase - 5%; Construction Phase - 20%.
7 . 2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES
7 . 2 . 1 Payment on account of the Consultant' s additional
services as defined in Section 2 . 9 and for reimbursable expenses
defined in Article 6 shall be made within forty-five (45) days of
presentation of the Consultant' s detailed statement or invoice of
services rendered or expenses incurred which shall be rendered in
duplicate to the City Manager.
7 . 3 PROJECT SUSPENSION OR TERMINATION
7 . 3 . 1 Upon written notice to Consultant, the City shall
have the right to suspend or terminate the service called for in
any particular Service Order(s) . If the project is suspended or
abandoned in whole or in part for more than three (3) months, the
Consultant shall be compensated for all services performed prior to
receipt of written notice from the City of such suspension or such
abandonment, together with reimbursable expenses then due. If the
project is resumed after being suspended for more than three (3)
months, the Consultant' s compensation shall be equitably adjusted
including any necessary start-up costs. Prior to any payment due
to suspension, the Consultant must provide the City with all
documents, reports, drawings, computer reports and the like
reflecting the work completed to date.
7 . 3 . 2 No deduction shall be made from the Consultant's
Compensation on account of sums withheld from payments to
Contractors.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8 . 1 Records of reimbursable expenses and expenses pertaining
to additional services and services performed on the basis of a
multiple of direct personnel expense shall be kept on the basis of
generally accepted accounting principles and shall be available to
the City and the City' s authorized representatives at mutually
convenient times and location.
ARTICLE 9 . OWNERSHIP AND USE OF DOCUMENTS
9 . 1 All plans or drawings will be prepared and submitted by
Consultant to City for approval . Working drawings will be prepared
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on Plate B tracing cloth or mylar drafting film or the equivalent,
with all lettering in ink or pencil or press-type and clearly
legible when the sheets are reproduced and reduced to half size.
9 . 2 All documents including, but not limited to, tracings,
drawings, estimates, specifications, investigations and studies
completed or partially completed, shall become the property of the
City upon the completion or termination of each project and payment
made of all amounts for the individual project due the Consultant.
The City agrees to indemnify and hold harmless the Consultant from
any and all claims arising from the reuse of said documents or
projects other than the specific project contemplated in the
documents and by the parties and/or for completion of said
documents by others, unless Consultant is in default under the
terms of this Contract.
9 . 3 Upon completion of the construction of the project,
Consultant shall, within ninety (9 0) calendar days, following final
inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil) , correct to
as built conditions, and subject to Paragraph 2 . 6. 16 to the City' s
Construction Coordinator, including all changes made during the
course of the project. Consultant shall deliver the above
documents to the City within thirty (30) days of termination of
this Agreement or termination or abandonment of the Project.
ARTICLE 10 . TERMINATION OF AGREEMENT
10. 1 Right to Terminate
The City may terminate this Agreement for cause in the
event that : (1) the Consultant willfully violates any provisions
of this Agreement or performs same in bad faith, or (2)
unreasonably delays the performance of the Services, upon notice to
the Consultant in writing seven (7) days prior to termination.
Payment for Services performed shall then be made in accordance
with Article 10. 3 herein.
10. 2 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO
TERMINATE GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS
AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS
SOLE OPTION AT ANY TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT
PENALTY, WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH TERMINATION IS
IN THE BEST INTEREST OF THE CITY. PAYMENT FOR SERVICES
SATISFACTORILY PERFORMED AND FOR DELIVERY OF DOCUMENTS SHALL BE IN
ACCORDANCE WITH ARTICLE 10. 4 HEREIN.
The Consultant may terminate this Agreement for cause in the
event that the City, acting through its Project Coordinator or
otherwise, willfully violates any provisions of this Agreement or
unreasonably delays payment for the Services, upon written notice
to the City thirty (30) days prior to termination. In that event,
payment for Services satisfactorily performed prior to the date of
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termination shall be made in accordance with Article 10. 3 herein.
The Consultant shall have no right to terminate this Agreement
for convenience of the Consultant, without cause.
10. 3 Termination for Cause
In the event this Agreement is terminated by City for
cause, the City, acting through the City Manager, may take over the
Services and complete them, by contracting with another
Consultant(s) or otherwise, and in such event, the Consultant shall
be liable to the City for any additional cost incurred by the city
due to such termination. "Additional Cost" is defined as the
difference between the actual cost of completion of such incomplete
Services and the cost of completion of such Services which would
have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
Payment for Services satisfactorily performed by the
Consultant prior to receipt of notice of Termination for Cause, and
accepted by the City, shall be made in accordance with Article 7 . 1
herein and City shall have no further liability for compensation
expenses or fees to Consultant, except as set out in Article 7 . 1.
Upon receipt of written notice of termination, the Consultant
shall, when directed by the City, promptly assemble and submit as
provided herein or as required in the written notice hereunder, all
documents including drawings, calculations, specifications,
correspondence, and all other relevant materials affected by such
termination.
In the event of Termination for Cause, no payments to the
Consultant shall be made: (1) for Services not satisfactorily
performed; and (2) for assembly of submittal of documents for the
Services performed satisfactorily or unsatisfactorily.
10. 4 Termination for Convenience
Non-Exclusive Provisions
In the event the City causes abandonment, termination
or suspension of the Consultant' s Services or parts thereof without
cause as provided in Article 10. 1 herein, the Consultant shall be
compensated for all Services rendered up to the time of receipt of
said abandonment, termination, or suspension, and for the assembly
and submittal to the City of affected documents for the Services
performed shall be in accordance with Article 7 herein and City
shall have no further liability for compensation expenses or fees
to Consultant, except as set out in Article 7 . 1.
10. 5 Implementation of Termination
In the event of termination either for cause or for
convenience, the Consultant, upon receipt of the notice of
termination, shall: stop the performance of Services under this
Agreement on the date and to the extent specified in the notice of
termination; place no further orders or subcontracts except as may
be necessary for completion of any portion(s) of the Services not
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terminated, and as authorized by the written notice; terminate all
orders and subcontracts to the extent that they relate to the
performance of the Services terminated by the notice of
termination; promptly assemble and submit as provided herein all
documents for the Services performed, including drawings,
calculations, specifications, correspondence, and all other
relevant materials affected by the termination; and complete
performance of any Services as shall not have been terminated by
the notice of termination.
10. 6 Non-Solicitation
The Consultant warrants that it has not employed or
retained any company or person, other than an employee working
solely for the Consultant, to solicit or secure this Agreement; and
that it has not paid, nor agreed to pay any company or other person
any fee, commission, gift or other consideration contingent upon
the execution of this Agreement. For breach or violation of this
warranty, the City has the right to annul this Agreement without
liability to the Consultant for any reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11. 1 This Agreement shall be governed by the laws of the State
of Florida.
11. 2 Terms in this Agreement which have not been defined in
Article 1. 1 shall have the same meaning as those in AIA Document
A201, General Conditions of the Contract for Construction, current
as of the date of this Agreement.
11. 3 As between the parties to this Agreement; as to all acts
or failures to act by either party to this Agreement, any
applicable statute of limitations shall commence to run and any
alleged cause of action shall be deemed to have accrued in any and
all events not later than the relevant Date of Substantial
Completion of the Work and the issuance of the temporary
certificate of occupancy, and as to any acts or failures to act
occurring after the relevant Date of Substantial Completion, not
later than the date of issuance of the final Certificate for
Payment.
11. 4 The City and the Consultant waive all rights against each
other and against the contractors, consultants, agents and
employees of the other for damages covered by any property
insurance during construction as set forth in the current edition
of AIA Document A201, General Conditions of the Contract for
Construction, current as of the date of this agreement. The City
and the Consultant each shall require appropriate similar waivers
form their contractors, consultants and agents.
11. 5 The term of this Agreement shall be for a period of two
(2) years from the date of this Agreement. Provided, however, that
as to any Project for which a Service Order has been issued within
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•
such two year period, the Basic and/or Additional Services relating
to such Project may be completed beyond such two year period.
ARTICLE 12 . EXTENT OF AGREEMENT
12 . 1 This Agreement represents the entire and integrated
agreement between the City and the Consultant and supersedes all
prior negotiations, representations or agreements, either written
or oral.
This agreement may be amended only by written instrument signed by
both City and Consultant utilizing the same formalities as were
used for its adoption.
ARTICLE 13 . BASIS OF COMPENSATION
13 . 1 GENERAL
The City shall compensate the Consultant for the scope of
services provided, in accordance with Article 7 , Payments to the
Consultant, and with the other terms and conditions of this
Agreement.
13 . 2 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Basic Services,
Additional Services and Reimbursable Expenses on the basis set
forth below:
13 . 2 . 1 Except for lump sum Service Orders, which shall be
paid in accordance with percentage of work completed, Basic
Services of the Consultant shall be compensated for on the basis of
an hourly rate in accordance with Schedule B - Consultant Hourly
Compensation Rates and a multiple of 1. 10 times the hourly rate
charged to the Consultant by its subconsultants as set forth in
Schedule C - Subconsultant Hourly Compensation Rate. The fee for
Basic Services may be a fixed fee (if both the City and the
Consultant agree to such method and amount of compensation and the
pro-rate share of the fee allocable to each phase of the Basic
Services) for Federally-funded Community Development Block Grant
projects that require a lump sum architectural fee.
13 . 2 . 2 Any services not included in the provisions of this
agreement and its conditions may be carried out by the Consultant
following written authorization by the City.
13 . 2 . 3 The hourly rate for compensation to the Consultant
by the City for Additional Services as defined in Article 13 . 2 . 2
and Article 2 shall be as set forth in Schedule "B" and a multiple
of 1. 10 times the hourly rate charged to the Consultant as forth in
Schedule "C" , as may be amended by written amendment. The term
Additional Service includes any work required and approved by the
City including work involving all or any sub-consultants whether
previously retained for the work or not or whether participating as
members with Consultant or not, subject to the City's right to
previously approve any change in the consultants as set forth in
this agreement.
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13 . 3 For reimbursable expenses as described in Article 6, the
Consultant shall be paid, up to the reimbursable expense limit set
forth in Service Order the exact amounts expended by the Consultant
and consultants in the interests of the project subject to the
Consultant furnishing adequate documentation of the expense and, if
required, demonstrating to the satisfaction of the City that the
expense was in the interest of the project.
13 . 4 Payments due the Consultant and unpaid under this
Agreement will be considered due forty-five (45) days from receipt
by the City of a detailed statement or invoice unless City contest
an item or items set forth in the invoice.
13 . 5 The City and the Consultant agree in accordance with the
terms and conditions of this Agreement that:
13 . 5. 1 If the scope of the Project or the Consultant services
is changed substantially and materially as per Section 2 . 10, the
amount of compensation shall be equitably adjusted.
13 . 5. 2 If the entire services covered by this Agreement have
not been completed within twenty-four (24) months of the date
hereof, through no fault of the Consultants or its consultants, the
amounts of compensation, rates and multiples set forth herein shall
be adjusted upwards to compensate for changes in the cost of living
by mutual agreement of the parties on the unspent fee balance.
ARTICLE 14. INSURANCE
The Consultant shall comply throughout the term of this
agreement with the insurance stipulated herein. It is agreed by
the parties that the Consultant shall not commence with this
project until proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain in effect the
following insurance coverages:
(a) Architects and Engineers Professional Liability Insurance
in the amount of Five Hundred Thousand ($500, 000. 00) Dollars per
occurrence on a claims made form.
(b) Comprehensive General Liability Insurance in the amount
of $1, 000, 000. 00 Single Limit Bodily Injury and Property Damage
coverage for each occurrence, which will include products,
completed operations, and contractual liability coverages. The
City must be named as an additional insured on this policy.
(c) Worker' s compensation and employer' s liability coverage
within the statutory limits of the State of Florida.
(d) Thirty (3 0) days prior written notice of cancellation or
a substantial modifications in the insurance coverages must be
given by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company
rated B+:VI or better, or its equivalent, according to Bests ' Guide
Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida
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and countersigned by the company' s Florida resident agent.
ARTICLE 15. INDEMNIFICATION
15. 1 In consideration of a separate and specific
consideration of $10. 00 and other good and valuable consideration
the receipt of which is hereby acknowledged, the Consultant hereby
agrees to indemnify, defend and hold the City and its employees,
agents and authorized representatives harmless with respect to any
and all costs, claims, damages and liability which may arise out of
the performance of this Agreement as a result of any negligent
acts, errors or omission of the Consultant, or the Consultants
sub-consultants, if any, or any other person or entity under the
direction or control of Consultant. The Consultant shall pay all
claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the
City, its employees, agents and authorized representatives when
applicable, including appellate proceedings, and shall pay all
costs, judgments and attorneys ' fees which may issue thereon.
ARTICLE 16. ARBITRATION
16. 1 All claims, disputes and other matters in question
between the Consultant and the City arising out of, or relating to
this Agreement, the Project, the Work, the Contract Documents or
the breach thereof may, at the City' s sole option, and only upon
the exercise of that sole option by the City, together or
separately as the City sees fit, be decided by arbitration in
accordance with the Construction Industry Arbitration Rules of the
American Arbitration Association.
16. 2 Any arbitration arising out of or relating to this
Agreement, the Project, the Work, the Contract Documents, or the
breach thereof may include by consolidation, joinder or in any
other manner, at the City' s sole option, any other entities or
persons whom the City believes to be substantially involved in a
common question of fact or law. In the event that more than one
claim, dispute or other matter in question shall be in existence at
the same time, the City may at its sole option decide which of such
claims, disputes or other matters in question shall be arbitrated
and which shall not be arbitrated. Such decision shall be final
and unappealable, and no arbitration shall be authorized to
consider, decide, or make any award on any claim or matter which
City has determined shall not be arbitrated.
16. 3 In the event that the Consultant wishes to request
arbitration of any claim, dispute or other matter in question, the
Consultant shall file a notice of demand for arbitration in writing
with the City specifically describing the claims, disputes and
other matters in question which the Consultant wishes to submit to
arbitration. The Consultant may not unilaterally elect arbitration
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or cause arbitration to occur. The City has the sole discretion to
decide whether or not any such claims, disputes, and other matters
shall be submitted for arbitration. If the City wishes to submit
any claim, dispute or other matter in question, whether or not it
is the subject of a request for arbitration by the Consultant, the
City shall file a notice of demand for arbitration with the
American Arbitration Association and with the Consultant.
16. 4 The City shall have the right, but not the obligation,
by so electing in its arbitration demand, to invoke the following
method of selection of arbitrators in lieu of that otherwise
provided by the American Arbitration Association Rules. If the City
so elects in its notice of demand for arbitration, the City may
appoint one party-appointed arbitrator in its notice of demand for
arbitration. If the City does so, the Consultant may, within ten
(10) days, appoint a second party-appointed arbitrator. These two
party-appointed arbitrators shall, within thirty (3 0) days, or such
further time as may be agreed upon between the City and the
Consultant, appoint a third arbitrator. If the party-appointed
arbitrators fail to appoint a third arbitrator, the third
arbitrator shall be appointed in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association.
16. 5 The City may elect in its notice of demand for
arbitration, to have the discovery rights and procedures provided
by the Florida Rules of Civil Procedure to be available and
enforceable within the arbitration proceeding.
16. 6 In any case in which the City elects to submit a claim,
dispute, or other matter in question to arbitration as provided
herein, the City shall, in its sole discretion, select the locale
for the arbitration. Any request or demand for arbitration
hereunder shall be made before the date when institution of legal
or equitable proceedings based on such claim, dispute or other
matter in question would be barred by the applicable statute of
limitations.
16. 7 This agreement to arbitrate shall be specifically
enforceable by the City under the prevailing arbitration law. Any
award rendered by arbitrators shall be final and enforceable by any
party to the arbitration, and judgment may be rendered upon it in
accordance with applicable law in any court having jurisdiction
thereof.
16. 8 Consultant and City mutually agree to arbitrate under
the terms and conditions outlined in this Article. Consultant has
included in the contract price to be paid on this contract a sum of
not less than ten dollars ($10. 00) as compensation and
consideration for irrevocably offering the foregoing options and
arbitration rights to City. In further consideration for such
irrevocable offer and grant of the foregoing options and
arbitration rights to it, City agrees that, notwithstanding its
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right and discretion not to do so, it shall arbitrate, after the
final completion of the work, any claims which Consultant selects
which total, in the aggregate, up to ten thousand dollars
($10, 000. 00) . City' s obligation to arbitrate such claims totalling
up to ten thousand dollars ($10, 000. 00) shall be specifically
enforceable by Consultant under the prevailing arbitration law and
any award rendered by the arbitrator(s) shall be final and
enforceable by any party to the arbitration, and judgment may be
rendered upon it in accordance with applicable law in any court
having jurisdiction thereof.
16. 9 Unless otherwise agreed in writing, and notwithstanding
any other rights or obligations of either of the parties under any
Contract Documents or agreements, the Consultant shall carry on
with the performance of its services and duties hereunder during
the pendency of any claim, dispute, other matter in question or
arbitration or other proceeding to resolve any claim, dispute or
other matter in question, and the City shall continue to make
payments to the Consultant in accordance with the Contract
Documents, but the City shall be under no obligation to make
payments to the Consultant on or against such claims, disputes, or
other matters in question, during the pendency of any arbitration
or other proceeding to resolve such claims, disputes or other
matters in question.
16. 10 The City and Consultant agree to abide by the
Arbitrator' s recommendation as to which party shall bear the costs
of arbitration.
ARTICLE 17 . LIMITATION OF LIABILITY
17 . 1 The City desires to enter into this Agreement only if in
so doing the City can place a limit on City' s liability for any
cause of action for money damages due to an alleged breach as
outlined in Paragraph 17 . 2 by the City of this Agreement, so that
its liability for any such breach never exceeds the amount of fee
under any outstanding Service Order. Consultant hereby expresses
its willingness to enter into this Agreement with Consultant' s
recovery from the City for any damage action for breach of contract
to be limited to a maximum amount of the fee set forth in the
Service Order, less the amount of all funds actually paid by the
City to Consultant pursuant to the Service Order.
17 . 2 Accordingly, and notwithstanding any other term or
condition of this Agreement,Consultant hereby agrees that the City
shall not be liable to Consultant for damages in an amount in
excess of the amount of fee under any outstanding Service Order,
which amount shall be reduced by the amount actually paid by the
City to Consultant pursuant to the Service Order, for any action or
claim for breach of contract arising out of the performance or non-
performance of any obligations imposed upon the City by this
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Agreement, except those damages due to the intentional tort or
negligent act or omission of the City (subject to the limitations
of applicable law) . Nothing contained in this subparagraph or
elsewhere in this Agreement is in any way intended to be a waiver
of the limitation placed upon City' s liability as set forth in
Florida Statutes,Section 768. 28 .
ARTICLE 18. ADDITIONAL CONDITIONS
18 . 1 The parties each hereby bind themselves, their
successors, assigns and legal representatives to each other with
respect to the terms of the contract. Neither party shall assign,
sell, pledge or otherwise transfer this contract or any portion
thereof, without written authorization and consent of the other
party to this Agreement. The parties agree that the Consultant' s
services are unique in nature and that the Consultant may only
receive such authorization by way of a City Commission resolution.
18 . 2 The Consultant, its consultants, agents and employees
and sub-contractors, shall comply with all applicable federal,
state and county laws, the charter, related laws and ordinances of
the City of Miami Beach, and with all applicable rules and
regulations promulgated by local, state and national boards,
bureaus and agencies as they relate to this project.
18 . 3 This Agreement shall be enforceable in Dade County,
Florida, and if legal action is necessary by either party with
respect to the enforcement of any or all of the terms or conditions
herein exclusive venue for the enforcement of same shall lie in
Dade County, Florida.
18 . 4 All written notices given to City by Consultant shall
be addressed to the City Manager, City of Miami Beach, 1700
Convention Center Drive, Miami Beach, Florida 33139, with a copy to
the City Attorney, 1700 Convention Center Drive, Miami Beach,
Florida 33139 . All written notices from the City to the Consultant
shall be addressed to the Consultants, Edward D. Stone , Jr. and
Associates, 1512 E. Broward Boulevard, Suite 110, Ft. Lauderdale,
FL 33301. All notices mailed by either party shall be deemed to
be sufficiently transmitted if sent by certified mail, return
receipt requested.
18 . 5 With respect to the investigation, detection, abatement,
replacement or removal of products, materials or process containing
asbestos, the Consultant hereby states, and the Owner acknowledges
that the Consultant has no professional liability (errors or
omissions) or other insurance, and is unable to reasonably obtain
such insurance for claims arising out of the performance of or
failure to perform professional services, including but not limited
to the preparation of reports, designs, drawings, and
specifications involving such asbestos related matters.
Accordingly, the Owner hereby agrees to bring no claim of
negligence, breach of contract, indemnity or otherwise against the
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Consultant, his principals, employees, agents and consultants if
such claim in any way would involve the Consultant' s services for
the investigation of or remedial work related to asbestos in the
Project. In the event asbestos is determined by either the City or
the Consultant to be present in the Project, the other party shall
be given notice and the City agrees to retain a specialist asbestos
Consultant to provide services relating to the asbestos.
IN WITNESS WHEREOF, the parties hereto have hereunto caused
these presents to be signed in their names by their duly authorized
officers and principals, attested by their respective witnesses and
City Clerk on the day and year first hereinabove written.
CITY OF MI I BEACH
By:
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ATTEST:
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C TY CLERK
CONSULTANT:
Edward D. Stone, Jr. & Associates
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By. 1.""/ t
(Signature)
Richard W. Dickinson
(Type Name of Person Signing)
WITNESS
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ignature)
CORPORATE SEAL
Laura C. Hardin
(Type Name of Person Signing)
ppPROVED
LE L
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By e
Date
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SCHEDULE l'A"
CITY OF MIAMI BEACH CONSULTANT SERVICE ORDER
Service Order No. for Consulting Services
TO:
DATE:
Pursuant to the Agreement between City of Miami Beach and
, for VARIOUS CITY CAPITAL PROJECTS
WHERE BASIC CONSTRUCTION COST DOES NOT EXCEED $500, 000. 00 PER
PROJECT, you are directed to provide the following services
(describe services) :
Project Name and No. :
Calendar days to complete this work (from date of issue) :
Estimated Construction Cost $
Fee for this Service Order $
The above fee is a lump sum , or Upset limit , (check one)
Basic Service Additional Service
Reimbursable Expense
ACCEPTED:
Project Coordinator Consultant
jf
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SCHEDULE 8
CONSULTANT COMPENSATION RATES
1. A sliding scale for projects which fall within total
construction budget limits, as follows:
9 . 0% $ 1. - 100, 000
8 . 5 100, 001 - 150, 000
8 . 0 150, 001 - 200, 000
7 . 5 200, 001 - 250, 000
7 . 0 250, 001 - 300, 000
6. 5 300, 001 - 400, 000
6. 0 400, 001 - 500, 000
2 . Detail rates, including overhead and profit for hourly rates
of personnel:
Principals $110. 00/Per Hour
Senior Architect $ 80. 00/Per Hour
Draftsperson $ 55. 00/Per Hour
Secretary &
Junior Draftsperson $ 40. 00/Per Hour
Consultants 1. 1 times rate charged to
Architect (See Schedule C)
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N ,1
SCHEDULE 'IC's
SUBCONSULTANT HOURLY COMPENSATION RATES
Civil/Structural Engineering
Principal Engineer $75. 00
Engineer $65. 00
Drafting-Designer $45. 00
Field Supervision $60. 00
Clerical $25. 00
Surveying
3-man survey crew $70. 00
Drafting $25. 00
Professional Engineer $65. 00
Electrical-Mechanical Engineer
Principal Engineer $75. 00
Engineer $65. 00
Designer $45. 00
Drafter $40. 00
Clerical $25. 00
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ORIGINAL
RESOLUTION NO. 93-20739
Authorizing the Mayor and City Clerk to
01. execute an agreement with Edward D. Stone,
Jr. and Associates for professional ,.
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landscape architectural services and other
related professional •
services as required
01. including civil engineering,
mechanical/electical and land surveying
services for various City capital projects
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where basic construction does not exceed
$500,000.00 per project for a two (2)
year period.
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