Resolution 94-21046 I , 1 I 1 4 1
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RESOLUTION No. 94- 21046
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 GAMBACH SKLAR
ARCHITECTS, INC. FOR ARCHITECTURAL DESIGN AND ENGINEERING
SERVICES LENDING TO THE EXPANSION OF AN EXISTING MULTI-
LEVEL PARKING GARAGE.
WHEREAS, the City of Miami Beach ("City") issued a Request for
Letters of Interest (RFLI No. 101/92-93) for "Professional
Architectural Design and Engineering Services" ; and
WHEREAS, Gambach Sklar Architects, Inc . ( "Consultant")
submitted a proposal in response to City' s RFLI; 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; and
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the City
approves the proposal submitted by Gambach Sklar Architects, Inc .
PASSED and ADOPTED this 2nd day o .Kebruary,,_ 1994 .
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WYOR
ilillir
Attested by
" ///a/vA27-131eme----
CITY CLERK
fjr: 1/29/94
FORM A VED
EPT.
Date ` fri
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CITY OF MIAMI BEACH / `
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. 9q
TO: Mayor Seymour Gelber and DATE: February. 2, 1994
Members of the City Commission
FROM: Roger M. Carlto
City Manager
SUBJECT:
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY
CLERK TO EXECUTE THE AGREEMENT WITH GAMBACH, SKLAR
ARCHITECTS TO PROVIDE ARCHITECTURAL DESIGN AND
ENGINEERING SERVICES.
' ADMINISTRATION 'RECOMMENDATION:
, The Administration recommends that the Mayor and City Commission
execute the agreement for architectural design and engineering
services that will lend to the expansion of the existing parking
garage at 12th Street and Washington Avenue (adjacent to Old City
Hall) . -
BACKGROUND:
Over the past three years, the accelerated economic development in
the South Beach area has generated a substantial demand for
additional parking infrastructure. ' Although this is a citywide
problem, it is most acute in the South Beach area. The City's
parking inventory currently includes only three multi-level parking
garages.. Financial and historic preservation constraints have
precluded the City from keeping pace with the growing demand for
parking. The limited availability of land has resulted in a need
to expand existing multi-level parking garages and build additional.
multi-level parking facilities.
ANALYSIS:
Gambach Sklar Architects, Inc. will lead the project team. Rich
and Associates, Inc. will provide both functional design and
structural engineering for the projects and Hayden/Wegmen, Inc.
will provide geotechnical and survey services, as well as civil,
mechanical and electrical services.
Gambach Sklar Architects, Inc. has proposed a fee structure of six
percent (6%) of total construction costs. This fee is commensurate
with industry standards. Assuming the addition to two floors to
the existing facility and a gain of 60 parking spaces, an expansion
cost of approximately $360, 000 is estimated (at $6, 000 per space.) .
An additional $440, 000 is estimated for other related work
involving the Police Station garage. Therefore, the total
estimated construction cost of approximately $800, 000 will result
in a fee of approximately $48, 000 (six percent of $800, 000) . •' 13
\Continued. . .
AGENDA R-
-1-
DATE
MAYOR AND COMMISSION PAGE TWO FEBRUARY 2, 1994*
CONCLUSION:
Based on the Parking Department's evaluation, the Administration
supports the recommendation to award the bid to Gambach Sklar
Architects. It is imperative to move forward with this effort in
order to provide the needed parking facilities .
RMC:RS :FJR:SF
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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
GAMBACH SKLAR ARCHITECTS, INC.
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING
SERVICES FOR THE RENOVATION OF A PARKING GARAGE
LOCATED AT 12TH STREET AND WASHINGTON AVENUE
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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 7
1.6 BASIC SERVICES 7
1.7 THE PROJECT 8
1.9 FORCE MAJEURE 8
1.10 CONTRACTOR 8
1.11 CONTRACT FOR CONSTRUCTION 8
1.12 CONSTRUCTION DOCUMENTS 8
1.13 ' CHANGE ORDER 8
1.14 ADDITIONAL SERVICES 9
1.15 WORK 9
1.16 BASE BID 9
1.17 SCHEDULES 9
ARTICLE 2. BASIC SERVICES 9
2.1 GENERAL 9
2.2 BASIC SERVICES 9
2.3 DESIGN PHASE 10
2.4 CONSTRUCTION DOCUMENTS PHASE 10
2.5 BIDDING OR NEGOTIATION PHASE 11
2.6 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12
2.7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 15
2.8 ADDITIONAL PROJECT REPRESENTATION 15
2.9 ADDITIONAL SERVICES 16
2.10 TIME 18
ARTICLE 3. THE CITY'S RESPONSIBILITIES 19
ARTICLE 4. CONSTRUCTION COST 20
4.1 DEFINITION 20
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 20
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ARTICLE 5. DIRECT PERSONNEL EXPENSE 21
ARTICLE 6. REIMBURSABLE EXPENSES 21
ARTICLE 7. PAYMENTS TO THE CONSULTANT 22
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 22
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 23
7.3 PROJECT SUSPENSION OR TERMINATION 23
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 23
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 24
ARTICLE 10. TERMINATION OF AGREEMENT 24
10.1 RIGHT TO TERMINATE 24
10.3 TERMINATION FOR CAUSE 25
10.4 TERMINATION FOR CONVENIENCE NON-EXCLUSIVE
PROVISIONS 26
10.5 IMPLEMENTATION OF TERMINATION 26
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10.6 NON-SOLICITATION 27
ARTICLE 11. MISCELLANEOUS PROVISIONS 27
ARTICLE 12. EXTENT OF AGREEMENT 27
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ARTICLE 13. BASIS OF COMPENSATION 28
13.1 GENERAL 28
13.2 COMPENSATION FOR SERVICES 28
ARTICLE 14. INSURANCE 29
ARTICLE 15. INDEMNIFICATION 29
ARTICLE 16. ARBITRATION 30
ARTICLE 17. LIMITATION OF LIABILITY 33
ARTICLE 18. ADDITIONAL CONDITIONS 33
SCHEDULES - CONSULTANT COMPENSATION RATES 36
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH (CITY) AND
GAMBACH SKLAR ARCHITECTS, INC. (CONSULTANT) FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
FOR THE RENOVATION OF A PARKING GARAGE AT 12TH STREET AND
WASHINGTON AVENUE,
MIAMI BEACH, FLORIDA
THIS AGREEMENT made and entered into this ( t day of
, 1994, 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 Gambach Sklar Architects, Inc. , whose address is 1132
Kane Concourse, Level Two, Bay Harbor Islands, Florida, 33154.
(hereinafter referred to as Consultant) .
WITNESSET H:
WHEREAS, the City intends to build various capital ,projects
within the City of Miami Beach, for parking facilities; and,
WHEREAS, the Consultant desires to contract with the City for
performance of architectural engineering and related professional
services relative to these projects as more 'particularly
hereinafter set forth, for studies, design, preparation of
construction documents and construction Administration Services,
all as hereinafter stipulated.
NOW THEREFORE, City and Consultant in consideration of the
mutual covenants and agreements herein contained, agree as follows:
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
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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.
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 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
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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.
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,
provided, however, that he cannot increase the Consultant's
compensation or other budgets established by this Agreement. The
City Manager, in his administrative discretion, shall 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.
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.
1.4 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for Letter of
Interest (RFLI No. 101-92/93) , for "Providing Professional
Architectural Services in the Design of Parking Garages", 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.
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1.5 CONSULTANT
The "Consultant" is herein defined as Gambach Sklar Architects
Inc. , whose address is 1132 Kane Concourse, Level Two, Bay Harbor
Islands, Florida, 33154.
1.5. 1 All architects required by the needs of this project
shall be duly licensed and admitted to practice professional design
engineering architectural services 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 an certified by the State of Florida to engage in the
practice of engineering in 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
director or control of Consultant.
1.6 BASIC SERVICES
"Basic Services" shall include normal professional
architectural and engineering services including but not limited to
structural design, architectural design, functional design for
traffic and parking, landscape architecture, soils/geotechnical,
and civil land surveying, electrical and mechanical engineering
services. Basic services will also include preparation of contract
documents and administration of the Construction Contract, and all
post award related services for the Project hereunder. The Basic
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Services are more specifically delineated in the attached Schedule
A, attached hereto and incorporated herein.
1.7 THE PROJECT
The Project shall be defined as the design and construction
for the renovation of the existing City-owned parking facility
located on the south side of 12th Street, between Washington Avenue
and Pennsylvania Avenue.
1.8 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, to 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.
1.9 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. 10 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean contracts with
contractors.
1. 11 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.
1. 12 CHANGE ORDER
"Change Order" shall mean the written order to the Project
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Manager approved by the owner as specified in the Agreement and
signed by the Owner's duly authorized representative, authorizing
a change in the Project or the method an 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 the 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 dollars ($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.
1.13 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in
Section 2.9 herein, which have been duly authorized by the City
Commission.
1. 14 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. 15 BASE BID
"Base Bid" shall mean the elements contained in the
Construction Documents recommended by the Consultant and approved
by the City as being within the Construction Cost Budget pursuant
tot he Statement of Probable Construction Cost provided by
Consultant. "Base Bid" shall not include "Additive Alternatives"
or "Deductive Alternates".
1.16 SCHEDULE
"Schedule" shall mean all schedules attached hereto and
incorporated herein.
ARTICLE 2. BASIC SERVICES
2. 1 The Consultant shall provide Basic Services at an agreed
upon lump sum fee of six percent (6%) of the approved Construction
Cost, and hourly fees as provided in Schedule B, attached hereto
and incorporated herein.
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2.2 The Consultant's Basic Services shall consist of the four
phases described in Paragraphs 2 .3 through 2. 6 and include
architectural, structural, civil, and mechanical/electrical
engineering services.
2.3 DESIGN PHASE
2.3.1 The Consultant, shall review with the City
alternative approaches to design and construction of the Project.
2.3 .2 Based on a mutually accepted program and Project
budget requirements, the Consultant shall prepare, for approval by
the Owner, Design Documents consisting of drawings and other
documents for the Project, and shall submit to the City a Statement
of Probable Construction Cost.
2 .4 CONSTRUCTION DOCUMENTS PHASE
2 .4. 1 Based on the approved Design Documents, the
Consultant shall prepare, for approval by the City, sufficient
copies of the Construction Documents for bidding purposes,
including an additional reproductive mylar copy, and sufficient
copies of the Construction Documents to bid the project, plus three
(3) copies for the City. One of these copies shall be in the form
of a reproducible mylar, for bidding purposes. Consultant shall
also file with the City 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) six (6)
unbound copies of the bid proposals; and (d) final maintenance
impact report. The Consultant shall also provide the City with one
(1) additional set of Construction Documents at approximately
eighty percent (80%) completion approximately thirty (30) days
prior to the date for delivery of the three (3) copies of 100%
complete Construction Documents for review by and comment by the
City's Building Department. Should additional sets be required,
Consultant will make the necessary copies r HOI' II, �1ce. tp 'Z® IiS'r5 /6
2 .4.2 Construction documents will be prepared, signed and
sealed by design professionals. The Construction Documents shall
call for a construction period as approved by the City Manager or
his designee. The entire project will be publicly bid with a Base
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Bid and such Additive Alternates and/or Deductive Alternates as may
be requested by the 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 (Local, state, and federal 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, the Consultant shall assist the
City in obtaining all necessary local, state and federal permits as
may be required for construction of the Project.
The Consultant shall submit plans to the City for review at
thirty percent (30%) completion, sixty percent (60%) completion,
ninety percent (90%) completion, and one hundred percent (100%)
completion. The City shall immediately review and make comments
and changes as required for correction to the plans by the
consultant.
2.4. 3 The Consultant expressly agrees that all of its
duties, services and responsibilities under this Agreement and all
of its consultants' duties, services and responsibilities shall be
performed 'in accordance with the standard of care normally
exercised in-the design of projects of this nature in the State of
Florida. "Standard of Care" shall also include an analysis of
visible site field conditions prior to initiating Project design.
2 .5 BIDDING OR NEGOTIATION PHASE
2 . 5. 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 .5.2 The 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
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Contract, together with two (2) sets of the bid tabulations to be
reviewed by the City.
CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND ADMINISTRATION OF
THE CONSTRUCTION CONTRACT
2. 6. 1 The Construction Phase will commence with the award
of the Contract for Construction and, together with the
Consultant's obligation to provide Basic Services for the Project,
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,
sixty (60) days after the Date of Substantial Completion of the
work on the Project, 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 Project construction site.
The presence of this Coordinator shall in no way diminish any of
the Consultant's duties and obligations as described hereunder.
All changes which would result in an increase of compensation to
the Consultant must be approved by the City Commission. The City's
Construction Coordinator shall be considered to be on the site for
the benefit and protection of the City, and the 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 may be appropriate.
2 . 6.2 The Consultant shall provide administration of the
Construction Contract as set forth herein, or 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.
2. 6. 3 The consultant shall advise and consult with the
City, and keep it informed of the progress of the work, including
percentage completed on a monthly basis, during the Construction
Phase. After issuance of the work order to proceed with the work,
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all of the City's instructions to its contractors shall be issued
through the Consultant's representative with approval by the City.
2. 6.4 The Consultant shall visit the site at periodic
intervals appropriate to the stage of construction, or as is
otherwise requested by the City, to become familiar with the
progress and quality of the work and to determine if the work is
proceeding in accordance with the Contract Documents. The
Consultant shall not be obligated to make continuous or exhaustive
on-site inspections to check quality and quantity of the work. On
the basis of such on-site inspections, the Consultant shall keep
the City informed of the progress and quality of the work and shall
endeavor to guard the_ City against defects and 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. 6.5 The Consultant shall not have control of, or be in
charge of, and shall not be responsible for construction means,
methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts
or omissions of the Contractor, sub-contractors or any other
persons performing any of the work, or for failure of any of them
to carry out the work in accordance with the Contract Documents.
2 .6. 6 The Consultant shall at all times have access to the
work wherever it is in preparation or progress.
2 .6.7 The consultant shall determine the amounts owing to
the Contractor based on observations at the site and on evaluations
of the Contractor's applications for payment and shall issue
certificates for payment in such amounts, as provided int he
contract documents, subject to the City's approvl4
2 .6.8 The issuance of a certificate for payment shall
constitute a representation by the Consultant to the City, based on
the Consultant's observations at the site as provided in
Subparagraph 2 . 6.4 and on the data comprising the Contractor's
application for payment, that, to the best of the Consultant's
knowledge, information and belief, the work has progressed to the
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point indicated; that, based on the Consultant's observation of the
work, the quality of the work is in accordance with the contract
documents (subject to an evaluation of the work for conformance
with the contract documents upon substantial completion, to the
results of any subsequent tests required by or performed under the
contract documents, to minor deviations from the contract documents
correctable prior to completion, and to any specific qualifications
stated in the certificate for payment) and that the Contractor is
entitled to payment in the amount certified. However, the issuance
of a certificate for payment shall not be a representation that the
Consultant has made any examination to ascertain how and for what
purpose the Contractor has used the monies paid on account of the
contract sum.
2. 6.9 The Consultant shall 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 given 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.
2.6. 10 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. 6. 11 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
or extended without the prior written consent of the City Manager
or his designee.
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2 . 6.12 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.
2 . 6. 13 The Consultant shall prepare a set of reproducible
record drawings showing the complete Project as it is finally built
(i.e. , "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.
2. 6.14 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 purported legal
enforcement and recourse rights of the City as indicated by the
language in the Warranty.
2 .7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the City shall not constitute nor be deemed a
' release of the responsibility and liability of the Consultant, 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 .8 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
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and paid for as an Additional Service.
2.9 ADDITIONAL SERVICES
Unless specifically provided for in the Agreement, the
following services are not included in the Basic Services set forth
in the Agreement and in the attached Schedule A. Any Additional
Services must be authorized in writing by the City Commission, or
by the City Manager, if under ten thousand dollars ($10, 000) , in
advance of their performance.
Additional services will consist of the following services:
2.9. 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.
2.9.2 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 .9.3 Making investigations, surveys, valuations,
inventories or detailed appraisals of existing facilities, and
services required solely in connection with construction performed
by the City after issuance of this document.
•2 .9.4 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 so long as the fire or other causes of
damage are not the result of faulty directions or documents
furnished by the consultant.
2 .9.5 Providing services made necessary by a 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
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failure of performance of either the City or the Contractor, as
same is defined under the Contract for Construction.
2.9.6 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 (60) 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 .9.7 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
2.4. 3 .
2.9.8 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 .9.9 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 cost exceeding the approved budget, error,
oversight, iinadvertence, clarification or discrepancy in the work
of the Consultant, City shall not be liable to compensate
Consultant for Additional Services in such connection.
2.9. 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, so
long as the replacement is not through the causes of the
consultants' deficiencies or errors.
2 .9.11 Providing professional services made necessary by a
default of any contractor or sub-contractor in the performance of
the Construction Contract.
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2.9. 12 Providing contract administration services during
the Construction Phase, should the Construction Contract time and
working days be extended by more than 10 percent (10%) or a minimum
of seven (7) days through no fault of the Consultant.
2 .9.13 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.
2.9.14 Providing certified land surveys and similar
information.
2.9.15 Providing such other professional services to the
City relative to the Project which arise from subsequent
circumstances and causes (excluding circumstances and causes
resulting from error, inadvertence or 'omission of the consultant)
which do not currently exist or which are not contemplated by the
parties at the time executing this Agreement. Services provided
for by this subsection must be approved by the City Manager within
his scope of authorization or the City Commission, should the
expenditures exceed the City Manager's authorization.
2.10 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:
2.10. 1 The Consultant shall perform Basis 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, and in accordance with the time line
set forth in Schedule C, attached hereto and incorporated herein.
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. This Schedule, when
approved by the City, shall not be exceeded by the Consultant.
2 . 10.2 The parties agree that the Consultant's services
during all phases of this project will be performed in a manner
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4
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
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 At 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 monies paid by or on behalf of the City.
3 .5 If the City observes or otherwise becomes aware of any
fault or defect in the Project or nonconformance with the contract
documents, prompt written notice thereof shall be given by the City
to the Consultant.
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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 any proposed submission(s) of the Consultant for
reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4. 1 DEFINITION
4. 1. 1 The Construction Cost shall be the total cost or
estimated cost to the City of all elements of the Project designed
or specified by 'the Consultant and approved by the City as more
completely defined in Article 1.9.
4. 1.2 The 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
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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
4.23 .2) by more than five percent (5%) , the City Commission shall,
at its sole discretion, have any of the following options: 1) give
approval of an increase in the Construction Cost Budget; 2.) reject
all bids or proposals, authorize rebidding, or (if permissible)
authorize a renegotiation of the Project within a reasonable time;
3) abandon the Project and terminate the Consultant's services for
the Project; 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, 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, the Consultant
shall provide such revisions to the Construction Documents and
provide rebidding services, as many times as requested by the City,
as a Basic Service, with no additional cost to the City, in order
to bring the bids within five percent (5%) of the agreed upon
Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSES
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 Schedule B.
ARTICLE 6. REIMBURSABLE EXPENSES
6. 1 Reimbursable expenses are in addition to the compensation
for Basic 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
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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 the 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 Agreement. 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, in writing, 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 he 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 are expenses to be
borne by the Consultant under the Basic Services.
6. 1. 6 Aerial photography expenses and other photographic
production expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7. 1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
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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 Services for each phase shall equal
the percentages of the Total Compensation in accordance with
schedule from each phase.
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 Services. 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.,
7.4 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
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multiple of direct personnel expense shallbe kept on the basis of
generally,accepted accounting principles and shall be available and
open for inspection 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 the City for approval. Working drawings will be
prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, with all lettering in ink or pencil 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 the Project.
9.3 Upon completion of the construction of the Project, .
Consultant shall, within ninety (90) 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, 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 such termination.
Payment for Services performed up to the date of the notice of
termination shall then be made in accordance with Article 10.3
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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 ITS 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 UP TO THE DATE OF THE NOTICE OF
TERMINATION FOR CONVENIENCE, AND FOR DELIVERY OF DOCUMENTS, SHALL
BE IN ACCORDANCE WITH ARTICLE 10.4 HEREIN.
10.3 The Consultant may terminate this Agreement for cause in
the event that the city willfully violates any provisions of this
Agreement or unreasonably delays payment for the Services, upon
written notice to the City, thirty (30) days prior to termination.
In that event, payment for Services satisfactorily performed prior
to the date of termination shall be made in accordance with Article
10.4 herein.
The Consultant shall have no right to terminate this Agreement
for convenience of the Consultant, or without cause.
10.4 Termination of Cause
In the event this Agreement is terminated by the City for
cause, the City 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
such Services having been accepted by the City, shall be made in
accordance with Article 7. 1. herein and the City shall have no
further liability for compensation expenses or fees to Consultant,
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except as set out in Article 7. 1.
Upon receipt of written notice of termination, the Consultant
shall 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 no satisfactorily
performed; and 2) for assembly of submittal of documents for the
Services performed satisfactorily or unsatisfactorily.
10.5 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 notice of 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. 6 Implementation of Termination
In the event of termination either for cause or for
convenience, the Consultant, upon receipt of the notice of
termination, shall 1) stop the performance of Services under this
Agreement on the date and to the extent specified in the notice of
termination; 2) place no further orders or subcontracts except as
may be necessary for completion of any portion(s) of the Services
not terminated, and as authorized by the written notice; 3)
terminate all orders and subcontracts to the extent that they
relate to the performance of the Services terminated by the notice
of termination; 4) promptly assemble and submit as provided herein
all documents for the Services performed, including drawings,
calculations, specifications, correspondence, and all other
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relevant materials affected by the termination; 5) and complete
performance of any Services as shall not have been terminated by
the notice of termination.
10.7 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.
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 instruments
signed by both City and Consultant in the manner provided herein.
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ARTICLE 13. BASIS OF COMPENSATION
13. 1 GENERAL
The City shall compensate the Consultant for the Scope of
Services in accordance with Article 7 of the Agreement, and subject
to all applicable terms and conditions.
13.2 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Basic Services,
Additional Services and reimbursable expenses on the basis set
forth below:
13.2 . 1 Basic Services shall be compensated for on the basis
of a lump sum fee of six percent (6%) of the approved Construction
Cost, and more specifically set forth in Schedule D. In the event
the cost of the Project exceeds the budgeted amount, the Consultant
shall be required for any and all redesign required to reduce the
costs ,to meet the new budgeted amount, at no additional cost to the
City, and as part of the Basic Services provided herein.
13 .2 .2 Any services not included in the provisions of this
Agreement shall be carried out by the Consultant only upon prior
written authorization by the City.
13 .2. 3 The hourly rate for compensation to the Consultant
for Basic and Additional Services, shall be as set forth in the
attached Schedule B. The term "Additional Service" shall also
include 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.
13 .3 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.
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ARTICLE 14. INSURANCE
The Consultant shall comply throughout the term of this
Agreement with the insurance provisions stipulated herein. It is
agreed by the parties that the Consultant shall not commence with
the Project until proof of the following insurance coverage has
been furnished to the City. The Consultant will maintain in effect
the following insurance coverage:
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 coverage. The City
must be named as an additional insured on this policy.
c) Worker's compensation and employer's liability coverage
within the statutory limits of the State of Florida.
d) Thirty (30) days prior written notice of cancellation or
substantial modifications in the insurance coverage 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
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
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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
or cause arbitration to occur. The City has the sole discretion to
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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 (30) 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
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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
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.
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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 by the
City of this Agreement, so that its liability for any such breach
never exceeds the amount of any outstanding sums owed pursuant to
payment of the Basic Services as set forth in this Agreement.
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
any outstanding monies owed pursuant to Consultant's fee as set
forth in the Basic Services under the Agreement, less the amount of
all funds actually paid by the City to Consultant pursuant to same.
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
fee due to Consultant pursuant to the Consultant's provision of the
Basic Services set forth under this Agreement, which amount shall
be reduced by the amount actually paid by the City to Consultant
pursuant to the Agreement, for any action or claim for breach of
contract arising out of the performance or non-performance of any
obligations imposed upon the City by this Agreement. Nothing
contained in this subparagraph or elsewhere in this Agreement is in
any way intended to be a waiver of the limitation placed upon
City's liability as set forth in 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 Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion
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thereof, without written authorization and consent of the other
party to this Agreement.
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 the City by the 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, Gambach Sklar
Architects Inc. , whose address is 1132 Kane Concourse, Level Two,
Bay Harbor Islands, Florida, 33154. All notices mailed by either
party shall be deemed to be sufficiently transmitted if sent by
certified mail, return receipt requested.
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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.
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ATTEST:
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CITY CLERK
ONSULTANT:
GAMBACH SKLAR ARCHITECTS, INC.
By: C.�.
(Signature)
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(Type Name of Person Signing)
WITNESS
FORM A" -i IVED
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By
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SCHEDULE A
SCOPE OF BASIC SERVICES
1. Add three stories above existing visitors parking for
approximately 120 cars and add two stories above police
parking for approximately 120 cars.
a. Connect new police parking and visitors parking.
b. New police parking will be separated and secured from
existing police parking.
2. Provide security system:
a. Emergency call by elevator, with alarm.
b. Surveillance cameras. CCTV throughout the garage.
c. Microphones that activate alarm on parking floors and
vertical transportation.
d. Security/Manager Office with CCTV console.
3 . Refinish all floors to provide proper traction (non-skid
surface) in visitors and police parking.
4. Provide booth and gates at parking entrance.
a. Provide cards for monthly users. Anti-pass back system.
b. Parking and revenue control for visitors.
5. Doors and grills:
a. Install doors with glass panel at all stairs.
b. Provide new exit doors at ground level. (It will be
secured) .
c. Provide roll-up grills to enclose parking structure.
d. Provide new grills (to match existing) to secure first
and second floors of visitors parking.
6. Provide storage closet for maintenance.
7. Check lighting inside both parking structures and design
upgrade.
8. Remove and relocate roof top pole lights, & lighting system.
9. Extend stairs three additional floors for visitors and modify
stairs at police parking as required to insure security of
police controlled section of parking garage.
10. Extend elevator shaft and 'gear three additional floors an/or
install one or two new elevators, as required.
11. Paint entire exterior and interior of visitors and police
parking, existing and new, and paint exterior of police
station.
a. Use washable finishes for entrance areas.
b. Plaint striping at columns of police parking.
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12 . Check joints, finishes, etc. at both parking structures.
a. Scrape and repair rusted areas, exposed steel, etc.
13 . Improve graphics and signage of existing structures and
incorporate new ones.
14. Design perimeter security area of visitor parking and plaza.
15. Provide all required drawings and documents required for
bidding and construction. Further, add portion of model
required to existing model to show addition.
16. Add landscaping to the North and South sides
17. Secure window on North side of Police Station.
18. At police garage entrance secure gap between gates and
structure above.
19. At police garage provide mirrors and blind corners and/or
correct the problem, number of blind corners.
20. Provide access to emergency generator for repairs and
replacement.
21. Not included in contract:
a. Additional models
b. Renderings
c. Surveys and studies not specified above.
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SCHEDULE B
SCHEDULE OF INDIVIDUAL CHARGES
ARCHITECTS '
Principals-in-charge $120. 00/hour
Architect/SR Associate $ 90. 00/hour
Project Architect $ 55. 00/hour
Project Manager $ 65.00/hour
Estimator $ 65.00/hour
Senior Drafter $ 50. 00/hour
Junior Drafter $ 40. 00/hour
CADD Operator $ 60. 00/hour
Clerical $ 25. 00/hour
PARKING EXPERTS/ENGINEERS
Principal-in-charge $120.00/hour
Chief Engineer $105. 00/hour
Senior Engineer $ 85.00/hour
Senior Planner $ 75. 00/hour
Geotechnical Engineer $110. 00/hour
CADD Operator $ 60.00/hour
Clerical $ 25.00/hour
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SCHEDULE C
SCHEDULE OF WORK FOR BASIC SERVICES
A. Phase I schematics 2 weeks
Review and approval by City 1 week
B. Phase II preliminaries 2 weeks
Review and approval by City 1 week
C. Phase III 50% contract documents 3 weeks
Review and approval by City 1 week
D. Phase III 100% contract documents 3 weeks
Review and approval by City 1 week
E. Bid Review 5 weeks
F. Award 2 weeks
G. Contract Administration 16 weeks
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SCHEDULE D
SCHEDULE OF PAYMENT FOR BASIC SERVICES
A. Phase I schematics (30% Plan Completion) 25%
Review and approval by City
B. Phase II preliminaries (60% Plan Completion) 15%
Review and approval by City
C. Phase III 90% contract documents 20%
Review and approval by City
D. Phase III 100% contract documents 20%
Review and approval by City
E. Bid 5%
F. Award
G. Contract Administration 15%
H. A hold back of 10% of the fee will
be retained for thirty (30) days
after completion of project or
receipt of Certificate of Occupancy,
which ever is later. In the event a
certificate of occupancy is withheld
thru no fault of the consultant,
then payment will be made thirty (30)
days after completion of project with
all discrepancies concerning the
consultants responsibilities are
corrected and accepted by the City.
(