Loading...
R7A-Approve Services Agreement With Zaha Hadid Collins Park Garage ProjectCOMMISSION ITEM SUMMARY Condensed Title: A Resolution of the Mayor and City Commission of the City of Miami Beach, Florida, Approving in substantial form a Professional Services Agreement with a joint venture of Zaha Hadid Limited T/A Zaha Hadid Architects, and Berenblum Busch Architecture, Inc., for the Planning, Architectural, Engineering, Design, Bid, and Award and Construction Administration Services for the Collins Park Garage Project, in the negotiated lump sum amount of $2,438,123, plus an additional not to exceed amount of $413,700 (for Other Direct/Specialty Services), plus an additional not to exceed amount of $100,000 (for Reimbursable expenses), for the total amount of $2,951 ,823; further authorizing the City Manager and City Attorney to finalize the Agreement and, once finalized, authorizing the Mayor and City Clerk to execute the Agreement (provided that in the event of any substantive changes, as determined by the City Manager and City Attorney, to the terms of the attached Agreement, then requiring that the final Agreement be brought back to the City Commission for approval). Ke_y Intended Outcome Supported: Ensure well desianed q_ualitycaJ>ital Qrojects. I Supporting Data (Surveys, Environmental Scan, etc I Issue: I Shall the Mayor and the City Commission Adopt the Resolution? Item Summary/Recommendation: The parking garage will be located at 300-342 23'0 Street. In addition, to the proposed parking garage, the City desires to enhance and/or close a portion of Liberty Avenue, from 23rd Street to 22"d Street, in order to create a pedestrian plaza that will provide a strong connection from the parking structure to Collins Park, the City Ballet building, and the City Library. In addition, the City is requesting that Zaha Hadid Architects provide the design for a proposed building on the parcel located at 224 23'd Street (surface lot north of the City Library), and propose various concepts to the City which may include; a commercial building with retail on the ground floor and parking and/or commercial and/or retail on the floors above, with the possibility of being connected directly by an extension of the parking levels or via a bridge to the new parking garage. The Parking Garage scope entails approximately 400 parking spaces, retail on the ground floor, and may include roof top activation for events; The design of Liberty Avenue, from 23'd Street to 22"d Street, to create a pedestrian plaza that serves City functions and facilities; The construction budget for the parking garage and treatment of Liberty Avenue is approximately $12,500,000. Additionally; the proposed building located at 224 23'd Street, could include retail and/or commercial on the ground floor, and/or retail, commercial or parking on the floors above, certain service requirements for the City library building; and physical connection between structures. The construction budget for this portion of the scope is approximately $6,000,000, bringing the overall construction budget to a total of $18,500,000. The City is requesting that ZHA in conjunction with BA provide architectural services, structural engineering, mechanical engineering, electrical engineering, plumbing engineering, fire protection engineering, civil engineering, landscape architecture, parking and transportation consulting, traffic impact study within the parameters required by the City's Public Works and Planning Departments, environmental assessments, threshold inspections, special inspection (as required by the Building Department), construction cost estimating, surveying, geotechnical services, and asbestos survey services for the Project. The services shall include, but not be limited to, planning, design development, estimate(s) of probable construction cost, construction documents, permitting, bidding I award, minimum LEED Silver (including but not limited to LEED process support and documentation), and construction administration services for the Project. The total fees for basic services are $2,438,123 The total fees for other direct services are $413,700 The total for reimbursables is $100,000 The fee for Basic Design Services {Task 1-3), excluding Construction Administration, other Direct/ Specialty Services and reimbursables, in the amount of $ 100,000, represents approximately 10% of the approximate project construction budget of $18,500.000. Advisory Board Recommendation: Funds: 1 $1,500,000 2 $1,451,823 MIAMI BEACH 365-2801-061357 City Center RDA Funds 168-1985-000999 RDA Operating Budget Account 541 AGENDA ITEM ---~.R~7.;.-:A=---­ DATE 3 -J/-1 l- lD MIAMI BEACH City of Miami Beach, 1700 Convention Center Drive, Miami Beach, Florida 33139, www.miamibeachfl.gov COMMISSION MEMORANDUM TO: Mayor Matti H. Bower and Members of the City Commission FROM: Jorge M. Gonzalez, City Manager \\(i../~ DATE: March 21, 2012 () () SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING IN SUBSTANTIAL FORM A PROFESSIONAL SERVICES AGREEMENT WITH A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS, AND BERENBLUM BUSCH ARCHITECTURE, INC., FOR THE PLANNING, ARCHITECTURAL, ENGINEERING, DESIGN, BID AND AWARD AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE COLLINS PARK GARAGE PROJECT; SAID AGREEMENT IN THE NEGOTIATED LUMP SUM AMOUNT OF $2,438,123, PLUS AN ADDITIONAL NOT TO EXCEED AMOUNT OF $413,700 (FOR OTHER DIRECT/ SPECIALTY SERVICES), PLUS AN ADDITIONAL NOT TO EXCEED AMOUNT OF $100,000 (FOR REIMBURSABLE EXPENSES), FOR A TOTAL AMOUNT OF $2,951 ,823; WITH APPROPRIATED FUNDS FROM (FY) 11/12 CAPITAL BUDGET, IN THE AMOUNT OF $1,500,000 FROM FUND-365, CITY CENTER RDA CAPITAL FUNDS, AND $1,451,823 FROM RDA OPERATING BUDGET ACCOUNT NO. 168-1985-000999; FURTHER AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO FINALIZE THE AGREEMENT AND, ONCE FINALIZED, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT (PROVIDED, HOWEVER, THAT IN THE EVENT OF ANY SUBSTANTIVE CHANGES, AS DETERMINED BY THE CITY MANAGER AND CITY ATTORNEY, TO THE TERMS OF THE AGREEMENT APPROVED PURSUANT TO THIS RESOLUTION, THEN REQUIRING THAT THE FINAL AGREEMENT BE BROUGHT BACK TO THE CITY COMMISSION FOR APPROVAL). ADMINISTRATION RECOMMENDATION Approve the Resolution. FUNDING FY 11/12 Capital Budget, in the amount of $1 ,500,000, from Fund 365, City Center RDA Capital Funds, and $1,451,823 from RDA Operating Budget Account No. 168-1985-000999, Collins Park Parking Garage Reserve Fund. BACKGROUND The site for the new parking facility is bounded by 23rct Street on the north, Park Avenue on the west, the Miami City Ballet on the south, and Liberty Avenue on the east (300 to 342 23rd Street). In addition, the City desires to enhance and/or close a portion of Liberty Avenue, from 22nd Street to 23rd Street, in order to create a pedestrian plaza that will provide a strong connection from the parking structure to Collins Park, the Miami City Ballet building, and the City Library. 1 of4 542 Commission Memorandum -AlE Agreement Award for Collins Park Garage March 21,2012 On May 26, 2011, RFQ No. 31-10/11 was issued for Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage Project (the "RFQ"). At its September 14, 2011 meeting, the City Commission approved Resolution No. 2011-27735, authorizing the City Manager to negotiate with the top ranked firm of Zaha Hadid Limited t/a Zaha Hadid Architects (ZHA); and should the Administration not be able to successfully negotiate an agreement with the top-ranked firm, authorizing the Administration to negotiate with the second-ranked firm, Brooks+ Scarpa Architects Inc.; and should the Administration not be able to negotiate an agreement with the second-ranked firm, authorizing the Administration to negotiate an agreement with the third-ranked firm Oppenheim Architecture + Design LLP. As identified and presented in the RFQ proposal, the project documentation will collaboratively be developed by a joint venture consisting, of ZHA, as the Prime Architect, and Berenblum Busch Architecture, Inc. (BBA), as the Executive Architect and local Architect of Record. In addition to the design of the parking garage, and the pedestrian plaza, the City is also requesting as part of the Project, that ZHA provide the design for a proposed new building on the parcel located at 224 23rd Street (surface lot north of the City Library), and propose various concepts to the City that studies the best use of the above referenced parcel which may include, but not be limited to, a commercial building with retail on the ground floor and parking, and/or commercial, and/or retail, on the floors above, with the possibility of being connected directly by an extension of the parking levels, or via a bridge to the new parking garage. The "Project" will consist of the following: 1: Parking Garage located at 300-342 23'd Street 1a: A Parking Garage with (maximized space) approximately 400 parking spaces, retail on the ground floor, and may include roof top activation for events. 1 b: The design of Liberty Avenue, from 23rd Street to 22"d Street, in order to create a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities. 1c: The construction budget for the parking garage and treatment of Liberty Avenue is $12,500,000. 2: Proposed New Building located at 224 23'd Street 2a: The proposed building could include retail and/or commercial on the ground floor, and/or retail, commercial or parking on the floors above. 2b: The City Library has certain service requirements which need to be addressed in the design of the proposed building. 2c: The proposed Parking Garage and proposed building could be physically connected. 2d: The construction budget for the proposed new building (including connection) is $6,000,000. The City desires that ZHA produce a design that personifies iconic architecture through the use of design elements that integrate the two (2) structures, their physical connection, and potential pedestrian plaza into the distinctive urban context of the City's Cultural Arts Neighborhood District Overlay (CANDO) and the Museum Historic District, to arrive at a solution that addresses the unique needs of the City's stakeholders, residents and visitors to this area. Page2 of4 543 Commission Memorandum -AlE Agreement Award for Collins Park Garage March 21, 2012 ANALYSIS The City is requesting that ZHA and BBA provide architectural services, structural engineering, mechanical engineering, electrical engineering, plumbing engineering, fire protection engineering, civil engineering, landscape architecture, parking and transportation consulting, traffic impact study (within the parameters required by the City's Public Works and Planning Departments), environmental assessments, threshold inspections, special inspection (as required by the Building Department), construction cost estimating, surveying, geotechnical services, and asbestos survey services for the Project. The services shall include, but not be limited to, planning, design development, estimate(s) of probable construction cost, construction documents, permitting, bidding I award, minimum LEED Silver (including but not limited to LEED process support and documentation), and construction administration services for the Project. On November 9, 2011, ZHA submitted a proposal, in the amount of $3,37 4,900. Following negotiations, the City was able to reach an agreement, in the lump sum amount of $2,851 ,823, broken down as follows: FIRM TASK1 TASK2 TASK3 TASK4 TOTAL Planning I Design Bidding Construction Per firm Programming Services and Administration Services Award Services Services Zaha Hadid Architects $457,800 $580,900 $4,500 $232,800 $1,276,000 (Prime Architect) Berenblum Busch $79,500 $364,500 $11,500 $237,500 $693,000 Architecture (Executive Architect) DeSimone Consulting $22,500 $155,000 $6,300 $56,200 $240,000 (Structural Engineers) Ross & Baruzzini (MEP $14,500 $112,700 $1000 $31,800 $160,000 Engineers) Kimley-Horn and Associates, $7,500 $15,000 $400 $1,600 $24,500 Inc. [Landscape Architect}_ Langan Engineering $1,307 $31,504 $0 $11,812 $44,623 (Civil Engineer) Sub Totals $583,107 $1,259,604 $23,700 $571,712 (Per Taskl TOTAL SERVICES $2,438,123.00 Page3 of4 544 Commission Memorandum -AlE Agreement Award for Collins Park Garage March 21, 2012 Other Direct/Specialty Services are as follows: Transportation Consultant. .................................................................. $ 7,000 Parking Consultant. ........................................................................... $ 65,000 Construction Cost Estimating Consultant. ............................................... $ 65,000 LEED Specialist. ................................................................................ $ 26,500 Fagade Consultant. ............................................................................ $ 40,000 Traffic Impact Study ......................................................................... $ 18,000 Threshold Inspection Services ............................................................... $130,000 Geotechnical Engineering Reports ......................................................... $ 25,600 Environmental Assessments ................................................................. $ 8,500 Topographic Survey ............................................................................ $ 28,100 Total for Other Direct Specialty Services ......•.............................•..........•............... $413,700 Lump Sum Amount Total ..•..........•..............................•....................•................. $2,851 ,823 Total for Reimbursable Expenses ........................................................................... $100,000 Total sum ............................................................................................................. $2,951 ,823 The fee for planning, design, and bidding services (tasks 1-3) is $1 ,866,411 and represents about 10% of the approximate Project construction budget of $18,500,000. Construction administration services, other direct/specialty services and reimbursable expenses are approximately 5% of the construction budget. From the outset, the City contemplated engaging a world-class architect for the design of this parking structure. Zaha Hadid a Pritzker Architecture Prize winner (the first female architect to win this prestigious award) fulfills the desire to bring an iconic statement for this structure and join the ranks of recently completed garages by other renowned architects like Frank Gehry, Enrique Norten, Herzog and de Meuron and otherworld class architects. Indeed, the selection ofZaha Hadid and her team to design this structure has resulted in numerous articles in magazines, design publications and other architecture related media bringing much attention to the City and raising the profile of the Collins Park area. Zaha Hadid's portion of the design fee, including Construction Administration services is $1,276,000 or about 7% of the total project budget. Adding the local architect fees plus the other design fees associated with structural, MEP, civil and landscape professionals, brings the total design fees to approximately 13% of the total project budget. This fee is comparable to the Pennsylvania Avenue Garage designed by Gehry Partners. The final negotiated fee is commensurate with the level of improvements contemplated in the scope of services for this Project. ADMINISTRATION RECOMMENDATION JMG T:\AGENDA\2012\3-21-12\Collins Park Garage commission items\Collins park Garage -Zaha Hadid Architects Award-MEMO.doc Page 4 of 4 545 RESOLUTION NO. ----- A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING, IN SUBSTANTIAL FORM, A PROFESSIONAL SERVICES AGREEMENT, PURSUANT TO REQUEST FOR QUALIFICATIONS NO. 31-10/11, BETWEEN THE CITY AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC., FOR THE PLANNING, ARCHITECTURAL, ENGINEERING, DESIGN, BID AND AWARD, AND CONSTRUCTION ADMINISTRATION SERVICES FOR THE COLLINS PARK GARAGE PROJECT; SAID AGREEMENT IN THE NEGOTIATED LUMP SUM AMOUNT OF $2,438,123, PLUS AN ADDITIONAL NOT TO EXCEED AMOUNT OF $413,700 (FOR OTHER DIRECT/ SPECIALTY SERVICES}, PLUS AN ADDITIONAL NOT TO EXCEED AMOUNT OF $100,000 (FOR REIMBURSABLE EXPENSES}; FOR A TOTAL AMOUNT OF $2,951 ,823; WITH APPROPRIATED FUNDS FROM THE FISCAL YEAR (FY} 11/12 CAPITAL BUDGET, IN THE AMOUNT OF $1,500,000 FROM FUND-365, CITY CENTER RDA CAPITAL FUNDS, AND $1,451,823 FROM RDA OPERATING BUDGET ACCOUNT NO. 168-1985-000999; FURTHER AUTHORIZING THE CITY MANAGER AND CITY ATTORNEY TO FINALIZE THE AGREEMENT AND, ONCE FINALIZED, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE THE AGREEMENT (PROVIDED, HOWEVER, THAT IN THE EVENT OF ANY SUBSTANTIVE CHANGES, AS DETERMINED BY THE CITY MANAGER AND CITY ATTORNEY, TO THE TERMS OF THE AGREEMENT APPROVED PURSUANT TO THIS RESOLUTION, THEN REQUIRING THAT THE FINAL AGREEMENT BE BROUGHT BACK TO THE CITY COMMISSION FOR APPROVAL). WHEREAS, on May 11, 2011, the Mayor and City Commission approved the issuance of Request for Qualifications (RFQ) No. 31-10/11, for Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage (the RFQ); and WHEREAS, on September 14, 2011, the Manager and City Commission approved Resolution No. 2011-27735, authorizing the City Manager to enter into negotiations with the top- ranked firm of Zaha Hadid Limited t/a Zaha Hadid Architects, and WHEREAS, the proposed parking garage will be located at 300-342 23rd Street; and WHEREAS, in addition, the City desires to enhance and/or close a portion of Liberty Avenue, from 23rd Street to 22nd Street, in order to create a pedestrian plaza that will provide a strong connection from the proposed garage to Collins Park, the Miami City Ballet building, and the City Library, and WHEREAS, the City is requesting that Zaha Hadid Architects also provide the design for a proposed new building on the parcel located at 224 23rd Street (surface lot north of the City Library), and propose various concepts to the City that studies the best use of the forestated parcel with the possibility of being connected directly by an extension of the parking levels, or via a bridge, to the new garage, and WHEREAS, accordingly the "Project" will consist of the new parking garage (with a minimum of 400 parking spaces), retail on the ground floor, and which may include roof top activation for events; the re-design of a portion of Liberty Avenue to create a pedestrian plaza; and the proposed new building (which could also potentially include retail and/or commercial on the ground floor, certain service requirements for the City Library, and which could potentially be physically connected); and 546 WHEREAS, the City desires that the Zaha Hadid Architects serving as the Prime Architect for the Project, produce a design that personifies iconic architecture through the use of design elements, to arrive at a solution that addresses the unique needs of the City's stakeholders, residents, and visitors to the City's Cultural Campus. WHEREAS, the City's current estimate of probable cost for the Project is $18,500,000; and WHEREAS, the City has negotiated the attached AlE Agreement with a joint venture consisting of Zaha Hadid Architects, who will be the Prime Architect, and Berenblum Busch Architecture, Inc. who, as the AlE firm licensed and certified to practice in the State of Florida, will serve as the Executive Architect; and WHEREAS, the City Administration recommends and requests that the Mayor and City Commission approve the attached AlE Agreement, in substantial form; authorize the City Manager and City Attorney to finalize the Agreement; and, once finalized, further authorize the Mayor and City Clerk to execute the final Agreement (provided, however, that in the event of any substantive changes, as determined in the reasonable judgment of the City Manager and City Attorney, to any of the terms of the attached Agreement, then the final Agreement will be brought back to the City Commission for approval). NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Commission hereby approve, in substantial form, the attached AlE Agreement, pursuant to Request For Qualifications No. 31-1 0/11 , between the City and a Joint Venture of Zaha Hadid Limited tla Zaha Hadid Architects and Berenblum Busch Architecture, Inc., for the Planning, Design, Bid and Award, and Construction Administration Services, for the Collins Park Garage Project; said Agreement in the negotiated lump sum amount of $2,438,123, plus an additional not to exceed amount of $413,700 (for other direct/ specialty services), plus an additional not to exceed amount of $100,000 (for Reimbursable Expenses); all for a total of $2,951,823; with appropriated funds from the Fiscal Year (FY) 11/12 Capital Budget, in the amount of $1,500,000 (From Fund-365, City Center RDA Capital Funds), and $1,451 ,823 from RDA Operating Budget Account No. 168-1985-000999; further authorizing the City Manager and City Attorney to finalize the attached Agreement and, once finalized, authorizing the Mayor and City Clerk to execute the Agreement (provided, however, that in the event of any substantive changes, as determined by the City Manager and City Attorney, to the terms of the attached Agreement, then the final Agreement shall be brought back to the City Commission for approval). PASSED AND ADOPTED THIS ___ DAY OF ____ .2012. ATTEST: Robert Parcher, City Clerk . APPROVED AS TO Matt1 Herrera Bower, Ma~RM & LANGUAGE & FOR EXECUTION T:\AGENDA\2012\3-21-12\Collins Park Garage commission items\Collins Park Garage-Zaha com mtg.doc 547 AGREEMENT BETWEEN Draft in Substantial Form 3-14-12 THE CITY OF MIAMI BEACH, FLORIDA AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC. FOR PROFESSIONAL ARCHITECTURE AND ENGINEERING SERVICES FOR THE COLLINS PARK GARAGE PROJECT Resolution No.------- 548 Draft in Substantial Form TABLE OF CONTENTS DESCRIPTION ARTICLE 1 ARTICLE 2. ARTICLE 3. ARTICLE4. ARTICLE 5. ARTICLES. ARTICLE 7. ARTICLE 8. ARTICLE 9. ARTICLE 10. ARTICLE 11. ARTICLE 12. ARTICLE 13. ARTICLE 14. ARTICLE 15. ARTICLE 16. SCHEDULES: SCHEDULE A SCHEDULE A-1 SCHEDULE B SCHEDULE C SCHEDULED SCHEDULE E SCHEDULE F SCHEDULE G DEFINITIONS BASIC SERVICES THE CITY'S RESPONSIBILITIES RESPONSIBILITY FOR CONSTRUCTION COST ADDITIONAL SERVICES REIMBURSABLE EXPENSES COMPENSATION FOR SERVICES ACCOUNTING AND OTHER RECORDS OWNERSHIP OF PROJECT DOCUMENTS TERMINATION OF AGREEMENT INSURANCE INDEMNIFICATION AND HOLD HARMLESS ERRORS AND OMISSIONS LIMITATION OF LIABILITY NOTICE MISCELLANEOUS PROVISIONS SCOPE OF SERVICES OUTLINE OF DELIVERABLES COMPENSATION HOURLY BILLING RATE CONSTRUCTION COST BUDGET PROJECT SCHEDULE GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT INSURANCE AND SWORN AFFIDAVITS ii CITY APPROVED A & E FORM (AUGUST 201 0) 549 3-14-12 PAGE 4 9 17 21 22 23 23 25 25 28 31 32 33 34 36 37 43 44 45 46 47 48 49 50 TERMS AND CONDITIONS OF AGREEMENT BETWEEN THE CITY OF MIAMI BEACH, FLORIDA AND Draft in Substantial Form 3-14-12 A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE, INC. FOR PROFESSIONAL ARCHITECTURE AND ENGINEERING (AlE) SERVICES FOR THE COLLINS PARK GARAGE PROJECT This Agreement made and entered into this _ day of _____ , 2012 (Effective Date), between the City of Miami Beach, a municipal corporation existing under the laws of the State of Florida, having its principal office at 1700 Convention Center Drive, Miami Beach, Florida, 33139 (hereinafter referred to as the "City") and a Joint Venture of Zaha Hadid Limited t/a Zaha Hadid Architects, a company certified by the Registrar of Companies for England and Wales, having its principal office at 10 Bowling Green Lane, London, EC1R OBQ, United Kingdom (which may also be referred to herein and in the attached Schedules as the "Prime Architect" or the "P.A."); and Berenblum Busch Architecture, Inc., a Florida corporation having its principal office at 848 Brickell Avenue, Suite 625, Miami, Florida, 33131 (which may also be referred to herein and in the attached Schedules as the "Executive Architect" or the "E.A."). For purposes of this Agreement and the attached Schedules, the term "Design Professional" shall refer to the Joint Venure of the P.A. and the E.A. created for purposes of this Agreement. WI T N E S S E T H: WHEREAS, the City intends to undertake a project within the City of Miami Beach, which is more particularly described in the Scope of Services attached as Schedule "A" hereto, and wishes to engage the Design Professional to provide specific professional services 3 550 Draft in Substantial Form 3-14-12 including, without limitation, AlE services, for the Project, at the agreed upon fee set forth in this Agreement; and WHEREAS, the Design Professional desires to contract with the City for performance of the aforestated professional services relative to the Project, as hereinafter set forth; and NOW THEREFORE, the City and the Design Professional, in consideration of the mutual covenants and agreement herein contained, agree as follows: ARTICLE 1. DEFINITIONS 1.1 CITY: The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139. 1.2 CITY COMMISSION: "City Commission" shall mean the governing and legislative body of the City. 1.3 CITY MANAGER: The "City Manager'' shall mean the chief administrative officer of the City. The City Manager shall be construed to include any duly authorized representatives designated in writing (including the Project Coordinator) with respect to any specific matter(s) concerning the Services and/or this Agreement (exclusive of those authorizations reserved to the City Commission or regulatory or administrative bodies having jurisdiction over any matter(s) related to the Project, the Services, and/or this Agreement). 1.4 DESIGN PROFESSIONAL: The entity referred to in this Agreement as "a Joint Venture of Zaha Hadid Limited T/A Zaha Hadid Architects and Berenblum Busch Architecture, Inc." and consisting of the P.A. and the E.A. as its only members. 1.5 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean "Request for Qualifications (RFQ) No. 31-10/11, for Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage", issued by the City in contemplation of this Agreement, together with all amendments thereto (if any) (collectively, the "RFQ"), and the Primary Architect's proposal in response thereto (the "Proposal"), which is incorporated by reference to this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, the 4 551 Draft in Substantial Form 3-14-12 Agreement shall prevail. 1.6 PRIME ARCHITECT AND EXECUTIVE ARCHITECT: The Prime Architect (also referred to as the "P.A."), and the Executive Architect (also referred to as the "E.A.") are the named entities on page 1 of this Agreement and who, as the only members of the Joint Venture of Zaha Hadid Limited T/A Zaha Hadid Architects and Berenblum Busch Architecture, Inc. (which Joint Venture is also referred to herein as the "Design Professional"), enter into this Agreement, each on their own behalf for the full performance of the Agreement, and to provide the Services described herein. The terms "Design Professional," "Prime Architect," and "Executive Architect" shall also be deemed to include any respective officers, employees, sub- consultants, agents, and any other person(s) or entity(ies) acting under the supervision, direction, or control of, respectively, the Design Professional, the P.A., or the E.A. Any sub-consultants retained by the Design Professional, the P.A., or the E.A. for the Project shall be subject to the prior written approval of the City Manager. The Design Professional shall be the party responsible for providing the Project Coordinator with copies of contracts with any sub-consultants. Any such contracts shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub-consultants. Any approval of a sub-consultant by the City shall not, in any way, shift the responsibility for the quality and acceptability by the City of work or services performed by the sub-consultant, from the Design Professional, the P.A., and/or the E.A., to the City. Payment of sub-consultants shall be the responsibility of the Design Professional, and shall not be cause for any increase in compensation to the Design Professional for payment of the Basic Services. The quality of work or services and acceptability to the City of such work or services performed by sub- consultants shall be the sole responsibility of the Design Professional, the P .A., and/or the E. A.. The sub-consultants expressly denoted in Schedule "A" hereto are hereby deemed approved by the City Manager for the Project. 1.7 PROJECT COORDINATOR: The "Project Coordinator'' shall mean the individual designated in writing by the City Manager who shall be the City's authorized representative to coordinate, direct, and review (on behalf of the City) all matters related to the Project during the design and construction (unless expressly provided otherwise in this Agreement or the Contract 5 552 Draft in Substantial Form 3-14-12 Documents). 1.8 BASIC SERVICES: "Basic Services" shall include those services which the Design Professional shall perform in accordance with the terms of the Agreement (and as required to complete the Project), and shall generally consisting of Planning Services, Design Services, Bidding and Award Services, Construction Administration Services, and Other Services; all as further described in Section 2.5, and Schedules "A" and Schedule "A-1" hereto (Schedule A-1, entitled "Outline of Deliverables," specifically denotes those Basic Services which will be performed primarily by the P.A., and those which will be performed primarily by the E.A.). Any Services not specifically addressed as Basic Services shall be considered Additional Services (as defined herein). 1.9 PROJECT: The "Project" shall mean that certain City capital project that has been approved by the City Commission and that is described in Schedule "A" hereto. 1.9.1 Project Cost: The "Project Cost", shall mean the estimated total cost of the Project established by the City, including the estimated Construction Cost and Soft Costs. The Project Cost may, from time to time, be revised or adjusted by the City, in its sole discretion, to accommodate approved modifications or changes to the Project or scope of work. 1.9.2 Project Scope: The "Project Scope" shall mean the description of the Project in Schedule "A" hereto. 1.10 CONSTRUCTION COST: The "Construction Cost" shall mean the sum which is the actual total cost to the City of the Work (as established in the Contract Documents, as same may be amended from time to time}, including a contingency allowance for unforeseen conditions, not to exceed ten percent (10%) of the construction cost for new construction, or twenty percent (20%) of the construction cost for rehabilitation of historic buildings. For Work not constructed, the Construction Cost shall be the same as the lowest bona fide bid or competitive bid received and accepted from a responsive and responsible bidder or proposer for such Work. 1.1 0.1 Construction Cost Budget: The "Construction Cost Budget" shall mean the amount budgeted by the City for the Construction Cost, as set forth in Schedule "A" hereto. 6 553 Draft in Substantial Form 3-14-12 1.1 0.2 Statement Of Probable Construction Cost: The "Statement of Probable Construction Cost" shall mean the latest approved written estimate of Construction Cost submitted by the Design Professional to the City, in a format approved by the Project Coordinator for Work for which bids or proposals have not been let, the Statement of Probable Construction Cost shall be the same as the Construction Cost. 1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency, such as hurricanes, tornadoes, floods, loss caused by fire, and other similar unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or regulations ("Applicable Laws," as defined in Section 2.3 hereof) enacted after the Effective Date of this Agreement; or other causes beyond the parties' control which have, or may be reasonably expected to have, a material adverse effect on the Project, or on the rights and obligations of the parties under this Agreement and which, by the exercise of due diligence, such parties shall not have been able to avoid; provided, however, that inclement weather (except as noted above), the acts or omissions of sub-consultants and/or sub-contractors, market conditions, labor conditions, construction industry price trends, and similar matters which normally impact on the construction process, SHALL NOT be considered a Force Majeure. If the Design Professional is delayed in performing any obligation under this Agreement due to a force majeure, it shall request a time extension from the Project Coordinator within five (5) business days following the occurrence of said force majeure. Any time extension shall be subject to mutual agreement and shall not be cause for any claim by the Design Professional. for extra compensation, unless Additional Services are required and approved pursuant to Article 5 hereof. 1.12 CONTRACTOR: "Contractor'' shall mean the individual or individuals, firm, company, corporation, joint venture, or other entity contracting with the City for performance of the Work covered in the Contract Documents and shall include, but not be limited to, the General Contractor. 1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement (together with all exhibits, addenda, and written amendments issued thereto), and the 7 554 Draft in Substantial Form 3-14-12 documents prepared by the Design Professional in accordance with the requirements in Schedules "A" and "A-1" hereto. The Contract Documents shall also include, without limitation (together with all exhibits, addenda, and written amendments issued thereto), the invitation to bid (ITS}, instructions to bidders, bid form, bid bond, the Contract for Construction, surety payment and performance bonds, Conditions of the Contract for Construction (General, Supplementary, and other Conditions}, Divisions 0-17, Construction Documents, and approved Change Order(s). 1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean the legally binding agreement between City and Contractor for performance of the Work covered in the Contract Documents. 1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final plans, technical specifications, drawings, documents, and diagrams prepared by the Design Professional pursuant to this Agreement, which show the locations, characters, dimensions and details of the Work to be done, and which are part of the Contract Documents. 1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean a written modification to the Agreement approved by the City (as specified below) and executed between the City, and the Design Professional, covering changes, additions, or reductions in the terms of this Agreement including, without limitation, authorizing a change in the Project, or the method and manner of performance thereof, or an adjustment in the fee and/or completion dates. Contract Amendments shall be approved by the City Commission if they exceed twenty- five thousand dollars ($25,000.00), or the City Manager if they are twenty-five thousand dollars ($25,000.00) or less (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). Even for Contract Amendments for less than twenty-five thousand ($25,000.00}, the City Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any such Contract Amendment. 1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those services, in addition to the Basic Services, which the Design Professional shall perform, at the City's option, and which have been duly authorized, in writing, by the City Manager or his authorized designee, prior to commencement of same. 8 555 Draft in Substantial Form 3-14-12 1.18 WORK: "Work" shall mean all labor, materials, tools, equipment, services, methods, procedures, etc. necessary or convenient to performance by Contractor of all duties and obligations proposed by the Contract Documents. 1.19 SERVICES: "Services" shall mean all Basic Services and Additional Services, performed by the Design Professional under this Agreement. 1.20 SOFT COSTS: "Soft Costs" shall mean costs related to the Project other than Construction Costs including, without limitation, the Design Professional's costs for Basic Services and Additional Services, and costs for surveys, testing, consultants, financing, permitting fees, etc. 1.21 BASE BID: "Base Bid" shall mean the elements contained in the Construction Documents recommended by the Design Professional (and approved by the City) as being within the Construction Cost Budget. The "Base Bid" shall not include Additive Alternates or Deductive Alternates. 1.22 SCOPE OF SERVICES: "Scope of Services" shall include the Project Scope and Basic Services, as described in this Agreement and Schedules "A" and "A-1" hereto; and any Additional Services (as defined herein and as approved by the City). 1.23 SCHEDULES: "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A -Scope of Services. Schedule A-1-0utline of Deliverables. Schedule B -Compensation. Schedule C -Hourly Billing Rate Schedule. Schedule D -Construction Cost Budget. Schedule E -Project Schedule. Schedule F -General Conditions of the Contract for Construction Schedule G -Insurance Requirements and Sworn Affidavits 9 556 Draft in Substantial Form 3-14-12 ARTICLE 2. BASIC SERVICES 2.1 The Design Professional shall provide Basic Services for the Project, as required by the Contract Documents, and as set forth in Schedules "A" and "A-1" hereto (Schedule "A-1" specifically denotes the Basic Services which will be performed primarily by the P .A., and those which will be performed primarily by the E.A.). 2.2 The Services will be commenced upon issuance of the first Notice to Proceed which shall be issued by the Project Coordinator and counter-signed by the Design Professional. A separate Notice to Proceed shall be required prior to commencement of each Task (as same are set forth in Schedule "A" hereto). These subsequent Notices to Proceed shall also be issued by the Project Coordinator, and counter-signed by the Design Professional. 2.3 As they relate to the Services and the Project, the Design Professional, and the P.A., and the E.A. individually, each jointly and severally warrant and represent to the City that they are knowledgeable of Federal, State, and local laws, ordinances codes, rules and regulations applicable in the jurisdiction in which the Project is located, including, without limitation, applicable Florida Statutes, and State of Florida codes, rules and regulations (including, without limitation, the Florida Building Code), and local (City of Miami Beach and Miami-Dade County) ordinances, codes, and rules and regulations enacted as of the Effective Date of this Agreement (collectively, "Applicable Laws"). As they relate to the Services and to the Project, the Design Professional, and the P.A., and the E.A. individually, each agree to comply with all such Applicable Laws . Recognizing that the construction of other projects within the City may affect scheduling of the construction for this Project, the Design Professional shall diligently coordinate performance of the Services with the City, through the Project Coordinator, in order to provide for the safe, expeditious, economical, and efficient completion of the Project, without negatively impacting concurrent work by others. The Design Professional shall coordinate the Services with all of the respective sub-consultants (whether of the Design Professional, the P.A., or the E.A.), as well as other consultants including, without limitation, City provided consultants (if any). 2.4 The Design Professional, and the P.A., and the E.A. individually, each jointly and 10 557 Draft in Substantial Form 3-14-12 severally warrant and represent to the City that: (i) all of the Services required under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of comparable projects in South Florida; (ii) each is experienced and fully qualified to perform the Services; (iii) the Executive Architect is properly authorized and licensed to do business to perform the Services in the State of Florida; and, for purposes of this Agreement and the Services, shall serve as the "Architect of Record" for the Project; and (iv) they shall be responsible for the technical accuracy of the Services. 2.5 The Basic Services shall consist of five (5) Tasks: 1. Planning, 2. Design, 3. Bidding/Award, 4. Construction Administration, and 5. Other Services; all as further described in Schedules "A" and "A-1" hereto. The Basic Services shall also include, outline, and describe any and all of the P.A. and E.A.'s respective primary and secondary responsibilities and obligations with respect to the Project, including, without limitation, those as may be also set forth in the General Conditions of the Contract for Construction (attached as Schedule "F" hereto). 2.5.1 Planning Services: The Design Professional shall provide planning services for the Project, as required by the Contract Documents, and as set forth in Task 1 of Schedule "A" hereto (entitled "Planning Services"). 2.5.2 Design Services: The Design Professional shall prepare Design Documents for the Project, as required by the Contract Documents, and as set forth in Task 2 of Schedule "A" hereto (entitled "Design Services"). 2.5.3 Bidding and Award Services: The Design Professional shall provide bidding and award services for the Project, as required by the Contract Documents, and as set forth in Task 3 of Schedule "A" hereto (entitled "Bidding and Award Services"). 2.5.4 Construction Administration Services: The Desgin Professional shall provide construction administration services for 11 558 Draft in Substantial Form 3-14-12 the Project, as required by the Contract Documents and as set forth in Task 4 of Schedule "A" hereto (entitled "Construction Administration Services"). 2.5.5 Other Services: The Design Professional shall provide other services for the Project, as required by the Contract Documents and as set forth in Task 5 of Schedule "A" hereto (entitled "Other Services"). 2.6 RESPONSIBILITY FOR CLAIMS AND LIABILITIES: Written decisions and/or approvals issued by the City shall not constitute nor be deemed a release of the responsibility and liability of either the Design Professional, or of the P.A. or the E.A. individually (nor of any of their respective officers, employees, sub-consultants, agents, and any other person(s) or entity(ies) acting under the supervision, direction or control of, respectively, the Design Professional, or of the P.A. or the E.A.), for the accuracy and competency of their designs, working drawings, plans, technical specifications, or other technical documents, nor shall such approval and/or decisions be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, plans, technical specifications, or other technical documents; provided, however, that the Design Professional, and the P.A. and the E.A. individually, shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City pursuant to this Agreement, and shall be held harmless by the City for reliance upon such City-provided written decisions and approvals. 2.7 TIME: It is understood that in the completion of the Project, the parties agree as follows: 2.7.1 Term: Provided the Agrement has been approved by the Mayor and City Commission, the term of this Agreement (Term) shall commence upon execution by the last party to sign it (the Effective Date on page 1 hereof), and shall be in effect (unless otherwise terminated pursuant to Article 10 hereof) until all Services are completed. 2.7.2 The Design Professional shall each perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement, and the orderly progress of the Work. 12 559 Draft in Substantial Form 3-14-12 2. 7.3 The Services shall be performed in a manner that shall conform with the approved Project Schedule, attached as Schedule "E" hereto. The Design Professional may submit requests for an adjustment (i.e. extension) to the Project Schedule, if made necessary because of undue delays resulting from untimely review taken by the City or its consultants (including, but not limited to, the Contractor), or other governmental authorities having jurisdiction over the Project, to approve the Design Professional's submissions, or any other portion of the Services requiring approval by the City or its consultants, or other governmental authorities having jurisdiction over the Project. The Design Professional shall expeditiously provide the Project Coordinator with written notice stating the reason for the particular delay; the requested adjustment to the Project Schedule; and a revised anticipated schedule of completion. Upon receipt and review of the Design Professional's request (and such other documentation as the Project Coordinator may require), the Project Coordinator may grant a reasonable extension of time for completion of the particular work or services involved, and authorize that the appropriate adjustment be made to the Project Schedule. The Project Coordinator's approval (if granted) shall be in writing. 2.7.4 Nothing in this Section 2.7 shall prevent the City from exercising its rights to terminate the Agreement, as provided elsewhere herein. 2.8 The Design Professional shall make commercially reasonable efforts to maintain a constructive, professional, and cooperative working relationship with the Project Coordinator, the Contractor, and any and all other individuals and/or firms that have been contracted, or otherwise retained, by the City to perform work (including, without limitation, the Work) or services on the Project. 2.9 The Design Professional, and the P.A. and E.A. individually, shall each perform their respective duties under this Agreement in a competent, timely, and professional manner, and shall be jointly and severally liable to the City for any failure in their (respective) performance, except to the extent that acts or omissions by the City, and/or the Contractor, and/or any and all other individuals and/or firms that have been contracted or otherwise retained by the City to 13 560 Draft in Substantial Form 3-14-12 perform work or services on the Project, make such performance impossible. The Design Professional, and the P.A. and the E.A. individually, shall each be responsible for the professional quality, technical accuracy, completeness, performance and coordination of their respective portions of the Services (including work or services performed by their respective sub-consultants), within the specified time period and specified cost. The Design Professional, and the P.A. and the E.A. individually, shall each perform the Services required under this Agreement utilizing the skill, knowledge, and judgment ordinarily possessed and used by a proficient consultant with respect to the disciplines required for the performance of such work or services in the State of Florida. The Design Professional, and the P.A. and the E.A. individually, are each responsible for, and shall jointly and severally represent and warrant to the City, that the Services shall conform to the City's requirements for the Project (as set forth in the Agreement and the other Contract Documents). To the extent set forth in this Agreement, the Design Professional, and the P.A. and the E.A. individually, shall each be, and remain, jointly and severally liable to the City for all damages to the City including, without limitation, costs incurred by the City caused by the Design Professional's, and/or the P.A. or the E.A. individual, negligent acts, or errors, or omissions in the performance of the Services. In addition to all other rights and remedies which the City may have, the City may require that the Design Professional, at its sole cost and expense, re-perform all or any portion of the Services to correct any deficiencies which result from the either the Design Professional's, or the P.A. and/or the E.A.'s individual, failure to perform in accordance with the above standards. Neither the City's inspection, review, approval, or acceptance of, nor payment for, any of the Services required under the Agreement shall be construed to relieve the Design Professional, or the P.A. or the E.A. individually (or any of their respective sub-consultants, of their obligations and responsibilities under the Agreement, nor constitute a waiver of any of the City's rights under the Agreement, or of any cause of action arising out of the performance of the Agreement. The Design Professional, and the P.A. and the E.A. individually (and their respective sub- consultants), shall each be, and remain, jointly and severally liable to the City in accordance with Applicable Laws for all damages to the City including, without limitation, costs incurred by the City caused by any failure of the Design Professional, or the P.A. or the E.A. individually (or any of their respective sub-consultants), to comply with the terms and conditions of the Agreement; or by the Design Professional's, or the P.A. or the E.A.'s individual (or any of their 14 561 Draft in Substantial Form 3-14-12 sub-consultants'), misconduct, unlawful acts, negligent acts, errors, or omissions in the performance of the Services. With respect to the performance of any work and/or services by sub-consultants, the Design Professional, and the P.A. or the E.A. individually, shall, in approving and accepting such work and/or services, ensure the professional quality, completeness, and coordination of the sub-consultant's work product. 2.9.1 The Design Professional, and the P.A., and the E.A. individually, shall each be responsible for deficient, defective Services, and any resulting deficient, defective construction services re-performed within twelve (12) months following final acceptance of the Work, and shall be subject to further re-performance, repair and replacement for twelve (12) months from the date of initial re-performance, not to exceed twenty-four months (24) from final acceptance of the Work. 2.9.2 The Design Professional is advised that a performance evaluation of the Services rendered pursuant to this Agreement will be completed by the City, and kept in the City's files for evaluation of future solicitations. 2.10 The City shall have the right, at any time, in its sole and absolute discretion, to submit for review to other consultants (engaged by the City at its expense and including, without limitation, contractors, other design professionals, and/or other consultants retained by the City) any or all parts of the Services, and the Design Professional. shall cooperate fully in such review(s). Whenever others are required to verify, review, or consider any Services performed by the Design Professional, the intent of such requirement is to enable the Design Professional to receive input from others' professional expertise; or to identify any discrepancies, or errors or omissions that are inconsistent with industry standards for design or construction of comparable projects; or which are inconsistent with Applicable Laws; or which are inconsistent with standards, decisions or approvals provided by the City under this Agreement. The Design Professional will use reasonable care and skill, in accordance and consistent with customary professional standards, in responding to items identified by other reviewers in accordance with this subsection. The Design Professional shall receive comments from reviewers, in writing, including, without limitation (and where applicable), via a set of marked-up drawings and specifications. The Design Professional shall, address comments forwarded to iUthem in a timely manner. The term "timely" shall be defined to mean as soon as possible under the circumstances, taking into account the timelines of the Project Schedule. 15 562 Draft in Substantial Form 3-14-12 Notwithstanding the preceding, the Design Professional's review and responses to comments forward and to it/them by others to pursuant to this subsection, shall be deemed an Additional Service. 2.11 [Intentionally Omitted] 2.12 The Design Professional, agrees that when any portion of the Services relates to a professional service which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal entitlement to practice and/or perform such Service(s), it shall employ and/or retain only qualified duly licensed certified personnel to provide same. Pursuant to the representation made to the City in subsection 2.4(iii), the City acknowledges that the Executive Architect is the individual/firm designated under this Agreement who/which is properly authorized and licensed to do business to perform the Services in the State of Florida, and who/which, as such, shall assume and be responsible for all work, services, and other services attributable to the "Architect of Record" for the Services and the Project. 2.13 The Design Professional agrees to designate, in writing, within five (5) calendar days after issuance of the first Notice to Proceed, a qualified licensed professional to serve as its project manager (hereinafter referred to as the "Project Manager''). The Project Manager shall be authorized and responsible to act on behalf of the Design Professional, and the P.A., and the E.A., with respect to directing, coordinating and administrating all aspects of the Services. The Project Manager (as well as any replacement) shall be subject to the prior written approval of the City Manager or his/her designee (who in this case shall be the Project Coordinator). Replacement (including re-assignment) of an approved Project Manager shall also not be made without the prior written approval of the City Manager or his/her designee (i.e. the Project Coordinator). 2.13.1 The Design Professional agrees, within fourteen (14) calendar days of receipt of written notice from the City Manager or his/her designee (which notice shall state the cause therefore), to promptly remove and replace a Project Manager, or any other personnel employed or otherwise retained by the Design Professional, P.A. or the E.A. for the Project (including, without limitation, any sub-consultants). 2.14 The Design Professional agrees not to divulge, furnish, or otherwise make available to 16 563 Draft in Substantial Form 3-14-12 any third party(ies), any non-public information concerning the Services or the Project, without the prior written consent of the City Manager or his/her designee (who shall be the Project Coordinator), unless such disclosure is incident to the proper performance of the Services; or the disclosure is required pursuant to Florida Public Records laws; or, in the course of judicial proceedings, where such information has been properly subpoenaed. The Design Professional shall also require all sub-consultants to comply with this subsection. 2.15 The City and the Design Professional acknowledge that the Scope of Services do not delineate every detail and minor work task required to be performed by the P.A. and the E.A. to complete the Project. If, during the course of performance of the Services, the P.A. and the E.A. determine that work and/or services should be performed to complete the Project which is, in their reasonable opinion, outside the level of effort originally anticipated in the Scope of Services, the Design Professional shall promptly notify the Project Coordinator, in writing, and shall obtain the Project Coordinator's written consent before proceeding with such work and/or servcies. If the P.A. or the E.A. proceed with any such additional work or service without obtaining the prior written consent of the Project Coordinator, said work or service shall be deemed to be within the original Scope of Services, and deemed included as a Basic Service (whether or not specifically addressed in the Scope of Services). Mere notice by the Design Professional to the Project Coordinator shall not constitute authorization or approval by the City to perform such work or services. Performance of any such work or services by the P.A. or E.A. without the prior written consent of the Project Coordinator shall be undertaken at their sole risk and liability. 2.16 The Design Professional shall establish, maintain, and categorize any and all Project documents and records pertinent to the Services and shall provide the City, upon request, with copies of any and all such documents and/or records. In addition, the Design Professional shall provide electronic document files to the City upon completion of the Project. 2.17 The City's participation in the design and construction of the Project shall in no way be deemed to relieve the Design Professional, and P.A. and the E.A. individually, of their respective professional duties and responsibilities under the Contract Documents or under Applicable Laws. 17 564 Draft in Substantial Form 3-14-12 2.18 GREEN BUILDING STANDARDS: The Design Professional. shall comply with the requirements of Section 255.2575, Florida Statutes, and Chapter 1 00 of the City Code, as both may be amended from time to time, addressing applicable Leadership in Energy and Environmental Design (LEED) compliance requirements. 2.19 SUB-CONSULTANTS: All work and services provided by sub-consultants shall be consistent with those commitments made by the P.A. in its Proposal, and during the competitive solicitation selection process and interview. Such work and services shall be undertaken and performed pursuant to appropriate written agreements between (as the case may be) the Design Professional, the P.A., or the E.A. and the particular sub-consultant, which shall contain provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in this Agreement shall create any contractual relationship between the City and sub-consultants. Neither the Design Professional, nor the P.A., or the E.A. shall retain, add, or replace any sub-consultant without the prior written approval of the City Manager, in response to a written request from the Design Professional stating the reasons for any proposed substitution. Any approval of a sub-consultant by the City Manager shall in no way shift the responsibility for the quality and acceptability by the City of the work or services performed by such sub- consultant, from the Design Professional, or the P.A. and the E.A. individually, to the City. The quality and acceptability of work or services performed by sub-consultants shall be the sole responsibility of the Design Professional, and the P.A. and the E.A. individually. The Design Professional shall cause the names of sub-consultants responsible for significant portions of the Services to be inserted in the plans and specifications. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City Manager shall designate a Project Coordinator, in writing, who shall be the City's authorized representative to coordinate, direct, and review all matters related to this Agreement and the Project during the design and construction of same (except unless otherwise expressly provided in this Agreement or the Contract Documents). The Project Coordinator shall be authorized (without limitation) to transmit instructions, receive information, 18 565 Draft in Substantial Form 3-14-12 and interpret and define City policies and decisions with respect to the Services and the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the Design Professional (or the P.A. or the E.A.) that would have the effect (or be interpreted as having the effect) of modifying or changing, (in any way) the following: a) the Scope of Services; b) the time within which the Design Professionalis obligated to commence and complete the Services; or c) the amount of compensation the City is obligated or committed to pay the Design Professional. 3.2 The City shall make available to the Design Professional all information that the City has in its possession pertinent to the Project. The Design Professional, and the P.A. and the E.A. individually, hereby each agree and acknowledge that, in making any such information available to the Design Professional, the City makes no express or implied certification, warranty, and/or representation as to the accuracy or completeness of such information. The P.A. and the E.A. hereby agree and acknowledge, that they are each responsible for verifying, to the extent they deem necessary, any and all information furnished by the City to the Design Professional pursuant to this subsection, and that the City shall not be responsible for the accuracy and/or applicability of any or all such information used by the P.A. and the E.A. Such verification may include, without limitation, visual examination of existing conditions in all locations encompassed by the Project, where such examination can be made without using destructive measures (i.e. excavation or demolition). Survey information shall be spot checked to the extent that the Design Professional, and the P.A. and the E.A. individually, have each satisfied themselves as to the reliability of the information. 3.3 [Intentionally Omitted] 3.4 At any time, in his/her sole discretion, and at the City's expense, the City Manager may furnish accounting, and insurance counseling services for the Project (including, without limitation, auditing services to verify the Design Professional's applications for payment, or to ascertain that the Design Professionalhas properly remitted payment due to sub-consultants or vendors). 3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project, or of 19 566 Draft in Substantial Form 3-14-12 any non-conformance with the Contract Documents, the City, through the Project Coordinator, shall give prompt written notice thereof to the Design Professional. 3.6 The City, acting in its proprietary capacity as owner of the Project, and not in its regulatory capacity, shall render any administrative approvals and decisions required under this Agreement, in writing, as reasonably expeditious for the orderly progress of the Services and of the Work. No proprietary City administrative approvals or decisions required under this Agreement, including any decisions by the City Manager and the Project Coordinator, shall be unreasonably conditioned, withheld, or delayed; provided, however, that the City shall at all times have the right to approve or reject any such requests for any reasonable basis. 3. 7 The City Commission shall be the final authority to do or to approve the following actions or conduct, by passage of an enabling resolution or amendment to this Agreement: 3. 7.1 Except where otherwise expressly noted in the Agreement or the Contract Documents, the City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement. 3.7.2 The City Commission shall be the body to consider, comment upon, or approve any assignment, sale, transfe, or subletting of this Agreement. Assignment and transfer shall be defined to also include sale of the majority of the stock of a corporate consultant. 3.7.3 Upon written request from the Design Professional, the City Commission shall hear appeals from administrative decisions of the City Manager or the Project Coordinator. In such cases, the Commission~s decision shall be final and binding upon all parties. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction after the City Commission's decision becomes final. 3. 7.4 The City Commission shall approve or consider all Contract Amendments that exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Procurement Ordinance, as amended). 20 567 Draft in Substantial Form 3-14-12 3.8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve as the City's primary representative to whom administrative requests for proprietary decisions and approvals required hereunder by the City shall be made. Except where otherwise expressly noted in this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations which may include, without limitation, review, approval, or comment, in a proprietary capacity, upon the schedules, plans, reports, estimates, contracts, and other documents submitted to the City through the Design Professional. 3.8.1 The City Manager shall have prior review and approval of the Project Manager (and any replacements) and of any sub-consultants (and any replacements). 3.8.2 The City Manager shall decide and render administrative decisions, in a proprietary capacity, on matters arising pursuant to this Agreement which are not otherwise expressly provided for in this Agreement. In his/her discretion, the City Manager may also consult with the City Commission on such matters. 3.8.3 At the request of the Design Professional, the City Manager shall be authorized, but not required, to reallocate monies already budgeted toward payment of the Design Professioanl; provided, however, that the Design Professional's compensation (or other budgets established by this Agreement) may not be increased without the prior approval of the City Commission, which approval (if granted at all) shall be at the Commission's sole and reasonable discretion. 3.8.4 [Intentionally Omitted] 3.8.5 The City Manager may approve Contract Amendments which do not exceed the sum of twenty five thousand dollars ($25,000.00) (or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as amended); provided that no such amendments increase the Design Professional's compensation or any of the other budgets established by this Agreement. 3.8.6 The City Manager may, in his/her sole discretion, form a committee or committees, or inquire of, or consult with, persons for the purpose of receiving advice and recommendations relating to the exercise of the City's 21 568 Draft in Substantial Form 3-14-12 powers, duties, and responsibilities under this Agreement or the other Contract Documents. 3.8. 7 The City Manager shall be the City Commission's authorized representative with regard to acting on behalf of the City in the event of issuing any default notice(s) under this Agreement, and, should such default remain uncured, in terminating the Agreement (pursuant to and in accordance with Article 10 hereof). ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST 4.1 The City has established the Construction Cost Budget for the Project, as set forth in Schedule "D", attached hereto. 4.2 The Design Professional, and the P.A. and the E.A. individually, shall each use reasonable skill and care to represent to the City tha all estimates of Construction Cost prepared by the Design Professionalare true and correct in all material respects at the time they are submitted to the City for review. 4.3 The Design Professional, and P.A. and the E.A. individually, shall each represent to the City that the Design Professional's review and evaluation of the Construction Cost Budget, Statement of Probable Construction Cost, and any other cost estimates prepared (or otherwise provided) by the Design Professional for the Project, represent their best judgment as experienced design professionals familiar with the construction industry; provided, however, that the Design Professional, or the P.A. and the E.A., cannot (and do not) guarantee that bids or negotiated prices will not vary from any estimates of Construction Cost or other cost estimate(s) prepared (or otherwise provided) by them. 4.4 The Construction Cost Budget (as established in Schedule "D" hereto) shall not be exceeded without fully justifiable and unforeseen circumstances which are beyond the control of the parties (such as Force Majeure). Any expenditure above this amount shall be subject to prior City Commission approval which, if granted at all, shall be at the sole and reasonable discretion of the City Commission. The City Commission shall have no obligation to approve an increase in the Construction Cost Budget and, if such budget is exceeded, the City Commission may, at its sole and reasonable discretion, terminate this Agreement (and the remaining Services) for convenience, without any further liability to the City. 22 569 Draft in Substantial Form 3-14-12 4.5 If the lowest and best base bid exceeds the Construction Cost Budget by more than five percent (5%), the City Commission may, at its sole option and discretion, elect any of the following options: (1) approve an increase to the Construction Cost Budget; (2) reject all bids, and (at its option) authorize re-bidding of the Project; (3) abandon the Project and terminate the remaining Services for convenience without any further liability to the City; (4) select as many Deductive Alternatives as may be necessary to bring the lowest and best bid within the Construction Cost Budget; or (5) work with the Design Professional to reduce the Project Scope, construction schedule, sequence of Work, or such other action, as deemed necessary, to reduce the Construction Cost Budget. In the event the City elects to reduce the Project Scope, the Design Professional shall provide any required revisions to the Contract Documents (including, without limitation, the Construction Documents}, and provide re-bidding services, as many times as reasonably requested by the City, at no additional cost to the City, in order to bring any resulting, responsive and responsible bids within five percent (5%) of the Construction Cost Budget. ARTICLE 5. ADDITIONAL SERVICES 5.1 Additional Services shall only be performed by the Design Professional following receipt of written authorization by the Project Coordinator (which authorization must be obtained prior to commencement of any such additional work by the Design Professional). The written authorization shall contain a description of the Additional Services required; an hourly fee (in accordance with the rates in Schedule "C" hereto), with a "Not to Exceed" amount; Reimbursable Expenses (if any) with a "Not to Exceed" amount; the amended Construction Cost Budget (if applicable); the time required to complete the Additional Services; and an amended Project Schedule (if applicable). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable (or, in the case of Reimbursable Expenses, the maximum cumulative expenses allowable}, which the Design Professional shall not exceed without further written authorization of the Project Coordinator. The "Not to Exceed" amount is not a guaranteed maximum cost for the additional work requested (or, in the case of Reimbursables, for the expenses}, and all costs applicable to same shall be verifiable through time sheets (and, for Reimbursables, expense reviews). 5.2 Additional Services may include, but not be limited to, the following: 23 570 Draft in Substantial Form 3-14-12 5.2.1 Providing additional work or services relative to the Project which arises from subsequent circumstances and causes which do not currently exist, or which are not contemplated by the parties at the time of execution of this Agreement, including changes in Applicable Laws, but excluding circumstances and causes resulting from error, omission, inadvertence, or negligence of the Design Professional, or of the individual P.A. or the E.A. 5.2.2 Serving as an expert witness in connection with any public hearing, arbitration proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error, omission, inadvertence, or negligence of the Design Professional, or of the individual P.A. or the E.A. 5.2.3 [Intentionally Omitted] 5.2.4 Assistance in connection with bid protests, or re-negotiating contracts. ARTICLE 6. REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are an allowance set aside by the City and shall include actual expenditures made by the Design Professional in the interest of the Project. The Reimbursable Expenses allowance, as specified in Schedule "B" hereto, belongs to, and shall be controlled by, the City. Any money not authorized by the City to be used for Reimbursable Expenses shall remain with the City (i.e. unused portions will not be paid to the Design Professional). Notwithstanding the Reimbursable Expenses allowance, any request for Reimbursable Expenses from such allowance, in excess of $500, must be authorized, in advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall be submitted by the Design Professional to the Project Coordinator (along with any supporting receipts and other back-up material requested by the Project Coordinator). The Desgin Professional (as the case may be) shall certify as to each such invoice and/or voucher that the amounts and items claimed as reimbursable are "true and correct and in accordance with the Agreement." 6.2 Reimbursable Expenses may include, but not be limited to, the following: 6.2.1 Cost of reproduction, courier, and postage and handling of drawings, plans, 24 571 Draft in Substantial Form 3-14-12 specifications, and other Project documents (excluding reproductions for the office use of the Design Professional and its sub-consultants, and courier, postage and handling costs between the Design Professional and its sub- consultants). 6.2.2 Costs for reproduction and preparation of graphics for community workshops. 6.2.3 Permit fees required by City of Miami Beach regulatory bodies having jurisdiction over the Project (i.e. City permit fees). ARTICLE 7. COMPENSATION FOR SERVICES 7.1 The Design Professional's "Not to Exceed" fee for provision of Basic Services (which includes all Basic Services to be provided by the P.A. and the E.A.) shall be $2,851,823, with a Reimbursable Expenses allowance of $100,000, all as specified in Schedule "B" hereto. 7.2 Payments for Services shall be made within thirty (30) calendar days of receipt and approval of an acceptable invoice (submitted by the Design Professional) by the Project Coordinator. The Project Coordinator shall make reasonable good faith efforts to process and approve all submitted invoices within ten (10) calendar days of receipt by the City. Payments shall be made to the Design Professional in proportion to the Services satisfactorily performed, so that the payments for Services never exceed the progress percentage noted in the Progress Schedule (to be submitted with each invoice). No mark-up shall be allowed on subcontracted work. 7.3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth in Schedule "C," attached hereto. Any request for payment of Additional Services shall be included with a payment request. No mark-up shall be allowed on Additional Services (whether sub-contracted or not). Additional Services are not included in the "Not to Exceed" fee for provision of the Basic Services set forth in Section 7.1 above. 7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up to the "Not to Exceed" Reimbursable allowance amount in Schedule "B" hereto. Any request for payment of Reimbursable Expenses shall also be included with a payment request. No mark- up shall be allowed on Reimbursable Expenses. Reimbursable Expenses are not included in the 25 572 Draft in Substantial Form 3-14-12 "Not to Exceed" fee for provision of the Basic Services set forth in Section 7.1 above. 7.5 ESCALATION: During the Term of this Agreement, the City may, by written directive approved and executed by the City Manager, adjust and proportionately increase the fees included in the Hourly Billing Rate Schedule in Schedule "C" hereto, to reflect a corresponding increase in the Consumer Price Index (CPI) on a year to year basis. Such adjustment will be based on the cumulative change of the CPI for the Miami urban area; provided, however, that in no event shall any annual increase exceed three percent (3%). 7.6 No retainage shall be made from the Design Professional's compensation on account of sums withheld by the City on payments to Contractor. 7.7 METHOD OF BILLING AND PAYMENT. The Design Professional (acting on behalf of itself and on behalf of the P.A. and the E.A. individually) shall invoice the Project Coordinator in a timely manner, but no more than once on a monthly basis. Invoices shall identify the nature and extent of the Services performed (including the portion of the Services performed by the P.A. and the E.A., respectively). For Services charged hourly, the total hours of work or services performed by employee category, and the respective hourly billing rate associated therewith, will also be supplied. In the event sub-consultant work is used, the percentage of completion shall be identified. Invoices shall also itemize and summarize any Additional Services and/or Reimbursable Expenses. A copy of the written approval of the Project Coordinator for the requested Additional Service(s) or Reimbursable Expense(s) shall accompany the invoice. 7. 7.1 If requested, the Design Professional shall provide back-up for past and current invoices that records hours for all work (by employee category), and cost itemizations for Reimbursable Expenses (by category). 7.7.2 The City shall pay the Design Professional on pay requests within thirty (30) calendar days from receipt and approval of an acceptable invoice by the Project Coordinator. Payment on an invoice by the City to the Design Professional shall not only be deemed to constitute payment to the Design Professional, but also to the P.A. and the E.A. individually (and any respective sub-consultants), for the portion of Services performed and referenced within such payment 26 573 Draft in Substantial Form 3-14-12 request/invoice (and including any approved Additional and/or Reimbursable Expenses claimed therein). 7.7.3 Upon completion of the Services, the Design Professional's final payment shall require the prior written approval of the City Manager before disbursement of same. ARTICLE 8. CONSULTANT'S ACCOUNTING AND OTHER RECORDS 8.1 All books, records (whether financial or otherwise), correspondence, technical documents, and any other records or documents related to the Services and/or Project will be available for examination and audit by the City Manager, or his/her authorized representatives, at the Executive Architect's office (at the address designated in Article 15 ["Notices"]), during customary business hours. All such records shall be kept at least for a period of three (3) years after the P.A. and E.A.'s completion of the Services. Incomplete or incorrect entries in such records and accounts relating to personnel services and expenses may be grounds for the City's disallowance of any fees or expenses based upon such entries. The Design Professional shall also bind its sub-consultants to the requirements of this Article and ensure compliance therewith ARTICLE 9. OWNERSHIP OF PROJECT DOCUMENTS 9.1 All notes, correspondence, documents, plans and specifications, designs, drawings, renderings, calculations, specifications, models, photographs, reports, surveys, investigations, and any other documents (whether completed or partially completed) and copyrights thereto for Services performed or produced in the performance of this Agreement, or related to the Project, whether in paper or other hard copy medium or in electronic medium (collectively, "Intellectual Property") shall be and remain the property of the Primary Architect subject to the terms and conditions of this Article 9. 9.2 Without limiting the foregoing, the Primary Architect shall retain all rights to the Intellectual Property ("Intellectual Property Rights"), and shall have the right to be identified as the author of the Project in whole or in part and to assert such right at any time. 9.3 The City shall not be entitled to make, nor authorize or permit others to make, any 27 574 Draft in Substantial Form 3-14-12 material change to the product of the Design Professional's Services without the Primary Architect's prior written consent. A "material change" is one that has a materially adverse impact upon the aesthetic of the Project. The Primary Architect shall have the right to withdraw its endorsement of the Project and the use of the Mark (as defined below) in the event of any damage to the goodwill and reputation if the City amends, alters or deviates without limitation from the designs, drawings and plans approved by the Primary Architect in the construction of the Project. 9.4 Subject to full payment of the fees due for the Services delivered, and, in the case of termination of the Agreement pursuant to subsection 10.1, 10.2 or 1 0.3, subject to payment of Services satisfactorily performed and accepted up to termination date, the Design Professional, and the P.A. and the E.A. individually, hereby each grant to the City an exclusive license of the Intellectual Property Rights ("IP License") to use, copy and reproduce the product of their Services for the purpose of a single construction of the Project, for the avoidance of doubt, including (without limitation), the construction, completion, maintenance, alteration, modification, reinstatement, repair, full or partial destruction, use, letting, lending, donating, sale, or advertisement of the Project or the City's interest in it, or any part of it. The City shall not re-use the Intellectual Property on any future project and the City agrees that neither the Design Professional, nor the P.A., or the E.A. individually, shall have any liability to the City arising out of any re-use by the City of the Intellectual Property. 9.5 The City or anyone authorized by the City shall be entitled to grant sub-licenses of the IP License, provided that such sub-license contains the same obligations as in the IP License and the City is solely responsible for the sub-licensees adherence to its terms. 9.6 Zaha Hadid is a registered trade mark ("Mark") and any use or association of the Mark by the City in association with the Project or otherwise is subject to the following conditions: Subject to full payment of the fees due for the Services delivered by the Design Professional, the Primary Architect hereby grants to the City a non-exclusive license to use the Mark solely in association with the Project including the promotion and advertisement of the Project ("Trade · Mark License"). For the avoidance of doubt there are no visual images of the proprietor attached to the Trade Mark License. 9. 7 The City acknowledges the proprietary rights in the Mark and agrees that it shall not 28 575 Draft in Substantial Form 3-14-12 obtain any rights or goodwill in the Mark, and shall not attempt, or permit others to attempt, to register the Mark or anything similar to it in any jurisdiction. 9.8 The City shall ensure that the Mark, as well as the name of the E.A.'s firm, shall be clearly visible on the Project building in such prominence and form as would be in accordance with industry standards and shall further ensure that the Mark (including, the name of the E.A. 's firm) appears on all duplications of the products of the Services as are procured by or on behalf of the City. 9.9 The City undertakes that it will not do or permit others to do anything which is derogatory or detrimental to the goodwill and reputation of the Primary Architect and the Mark; and the name, and endorsement of the P.A. and/or the Mark shall not be used for any purpose other than that provided under the Trade Mark License, without the written prior consent of the P.A. 9.10 The City and the P.A. shall promptly notify the other in writing if they becomes aware of any: 9.1 0.1 Actual or suspected infringement of the Intellectual Property Rights, including the Mark, by any third party ("Infringement"); and/or 9.1 0.2 Claims made or threatened by any third party, that the Intellectual Property Rights, including the Mark, infringe the rights of such third party ("Claim"). In the case of subsections 9.1 0.1 or 9.10.2: Where the Infringement or Claim relates to the Intellectual Property Rights and/or rights in the Mark licensed to the City under the terms of this Agreement, the City shall be entitled to conduct any claims or proceedings and shall bear all costs of the same and shall be entitled to retain all sums recovered in any action for its own account. Where the Infringement or Claim relates to intellectual property rights of the Primary Architect not licensed under the terms of this Agreement, or (i) where the City elects by notice in writing to the P.A. not to conduct any claim or proceedings, or (ii) where the City fails to so notify or, (iii) fails to commence any proceedings within thirty (30) days of receipt of notification of them (in accordance with subsection 9.10 above), then the P.A. shall be entitled to conduct any claims or proceedings and shall bear all costs of the same and shall be entitled to retain all sums recovered in any action for its own account. 29 576 Draft in Substantial Form 3-14-12 Both parties shall provide to the other all assistance that it may reasonably require in the conduct of any claims or proceedings. 9.11 The P.A. is entitled to the full range of remedies available under the jurisdiction for the infringement of the P.A.'s Intellectual Property Rights and/or Mark. 9.12 Nothing contained herein shall be deemed 1) to exclude any document from Chapter 119, Florida Statutes; or 2) notwithstanding subsection 9.3, in particular, a waiver of the City's rights, both in its proprietary and regulatory capacity, to comment upon, recommend changes to, and/or otherwise amend, alter, or deviate from the Desin Professional's designs, drawings, and plans, to the extent required to obtain any and all required design and other regulatory approvals for construction of the Project . ARTICLE 10. TERMINATION OF AGREEMENT 10.1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and is subject to the appropriation of funds by its legislative body in an amount sufficient to allow continuation of its performance in accordance with the terms and conditions of this Agreement. In the event there is a lack of adequate funding either for the Services or the Project (or both), the City may terminate this Agreement without further liability to the City provided that the Design Professional shall be entitled to payment for all Services satisfactorily performed and accepted up to the termination date, Reimbursable Expenses incurred through the date of termination, and for the Design Professional's respective costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 1 0.2.3 below). 10.2 TERMINATION FOR CAUSE: The City, through the City Manager, may terminate this Agreement (which termination shall terminate the Agreement as to both the Design Professional and as to the P .A. and the E.A. individually) for cause, upon written notice to the Design Professional, in the event that either the Design Professional, or the individual P.A. or the E.A. (hereinafter, the "defaulting party"): (1) violates any provision of this Agreement or performs same in bad faith; (2) unreasonably delays the performance of the Services or any portion thereof; or (3) does not perform the Services or any portion thereof in a timely and satisfactory manner. In the case of termination for cause by the City, the defaulting party shall first be granted a thirty (30) day cure period (commencing upon receipt of the initial written 30 577 Draft in Substantial Form 3-14-12 notice of default from the City); provided, however, if the nature of the cause is such that the Project Coordinator determines that it cannot be cured within thirty (30) days, the City agrees to provide the defaulting party with an additional reasonable time to cure up to a maximum of ninety (90) days from the defaulting party's receipt of the initial notice; and provided, further, that the defaulting party has (i) advised the City in writing of the reasons why cure cannot be completed in thirty (30) days, (ii) commenced cure within the initial thirty (30) day period, and (iii) is diligently and in good faith proceeding with its cure efforts .. 10.2.1 In the event this Agreement is terminated for cause by the City, the City, at its sole option and discretion, may take over the remaining Services and complete them by contracting with another consultant(s), or otherwise. The Design Professional, and the P.A. and the E.A. individually, shall each be jointly and severally liable to the City for any additional cost(s) incurred by the City due to such termination. "Additional Cost" is defined as the difference between the actual cost of completion of the Services, and the cost of completion of such Services had the Agreement not been terminated. 1 0.2.2 In the event of termination for cause by the City, the City shall only be obligated to pay for those Services satisfactorily performed and accepted up to the date of termination and applicable Reimbursable Expenses (as such date is set forth in, or can be calculated from, the City's initial written default notice). Upon payment of any amount which may be due to the Design Professional pursuant to this subsection 1 0.2.2, the City shall have no further liability to either the Design Professional, or to the P.A. or the E.A. individually, with respect to this Agreement or the Project. 1 0.2.3 As a condition precedent to release of any payment which may be due to the Design Professional under subsection 1 0.2.2, the Design Professional shall promptly assemble and deliver to the Project Coordinator any and all Project documents prepared (or caused to be prepared) by it (including, without limitation, those referenced in subsection 9.1 hereof, but which shall remain subject to the conditions of Article 9). The City shall not be responsible for any cost incurred by either the Design Professional, or the P.A. or the E.A. 31 578 Draft in Substantial Form 3-14-12 individually, for assembly, copy, and/or delivery of Project documents pursuant to this subsection. 10.3 TERMINATION FOR CONVENIENCE: In addition to the City's right to terminate for cause, the City, through the City Manager, may also terminate this Agreement (which termination shall terminate this Agreement as to both the Design Professional and as to the P.A. and the E.A. individually), upon fourteen (14) days prior written notice to the Design Professional, for convenience, without cause, and without penalty, when (in its sole discretion) it deems such termination to be in the best interest of the City. In the event the City terminates the Agreement for convenience, the Design Professional shall be compensated for all Services satisfactorily performed and accepted up to the termination date (as set forth in the City's written notice), Reimbursable Expenses incurred through the date of termination, and for the its costs in assembly and delivery to the Project Coordinator of the Project documents (referenced in subsection 9.1, but which shall remain subject to the conditions of Article 9). Upon payment of any amount which may be due to the Design Professional pursuant this subsection 1 0.3, the City shall have no further liability to either the Design Professional, or to the P.A. or the E.A. individually, with respect to this Agreement or the Project. 10.4 TERMINATION BY THE DESIGN PROFESSIONAL: Only the Design Professional (and not the P.A. or the E.A. acting in their individual capacity) may terminate this Agreement, and then only for cause, upon thirty (30) days prior written notice to the City, in the event that the City willfully violates any provisions of this Agreement or unreasonably delays payment of the Services or any portion thereof to the Design Professional. In the event of a termination for cause, which can only be initiated by the Design Professional, the City shall pay the Design Professional for any Services satisfactorily performed and accepted up to the date of termination; provided, however, that the City shall first be granted a thirty (30) day cure period (commencing upon receipt of the Design Professional's initial written notice). 1 0.4.1 Neither the Design Professional, nor the P.A. or the E.A., individually, shall have the right to terminate this Agreement for convenience. 10.5 IMPLEMENTATION OF TERMINATION: In the event of termination (whether for cause or for convenience), the Design Professional shall immediately, upon receipt of the City's written notice of termination: (1) stop (or cause to stop) the performance of Services; (2) place 32 579 Draft in Substantial Form 3-14-12 no further orders or issue any other subcontracts (or ensure that no further ordrs have been placed or subcontracts issued}, except for those which may have already been approved, in writing, by the Project Coordinator; (3) terminate all existing orders and subcontracts (or ensure that all existing orders and subcontracts have been terminated); and (4) promptly assemble (or cause to be assembled) all Project documents (for delivery to the Project Coordinator). If following any termination of this Agreement the City modifies the Project or any components thereof, and that in the event of any such modifications that, in the reasonable opinion of the P.A., result in a deviation from the P.A.'s original design, at P.A.'s request, the City shall refrain from identifying the Project as being designed by the P .A. 10.6 "KEY PERSON" CLAUSE: The parties hereby acknowledge and agree that the City's award of the RFQ, and its subsequent decision to negotiate, approve, and execute this Agreement, was (and is) premised upon the following assumptions and findings: (1) that Zaha Hadid Architects will be the Primary Architect for the Project, and-as the Primary Architect- will perform the Services commensurate therewith (as referenced in this Agreement and in the attached Schedules "A" and "A-1" hereto); (2) that the Project will be designed, constructed and, once completed, recognized as a Zaha Hadid building; and (3) that the ongoing retention and contractual participation of Zaha Hadid and Associates as the Primary Architect is of integral and primary consideration to the City in its determination to proceed with the design, development, and construction of the Project. Accordingly, if at any time during the Term of this Agreement, Zaha Hadid Architects, is no longer contractually a part of this Agreement, or otherwise ceases to be the Primary Architect for the Project, then the City Commission, at its sole option and discretion, may elect to terminate this Agreement for cause, in accordance with the provisions of subsection 10.2 hereof. ARTICLE 11. INSURANCE 11.1 At all times during the Term of this Agreement, the Design Professional shall be solely responsibly for ensuring to the City (and shall require) that the PA. and the E.A. each maintain the following required insurance coverage in full force and effect. Neither the P .A. or the E.A. shall commence any Services until the Design Professional has provided satisfactory proof of the P.A. and the E.A.'s required insurance coverage to the Project Coordinator: (a) Professional Liability Insurance, in the amount of one million dollars ($1 ,000,000.00}, 33 580 Draft in Substantial Form 3-14-12 per occurrence, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. The P.A. and the E.A. shall each notify the Project Coordinator, in writing, within thirty (30) days of any claims filed or made against their respective Professional Liability Insurance policy. (b) Comprehensive General Liability Insurance, in the amount of one million dollars ($1 ,000,000.00), Single Limit Bodily Injury and Property Damage coverage, for each occurrence, which shall include products, completed operations, and contractual liability coverage. The City of Miami Beach, Florida must be named as an additional insured on this policy. (c) Worker's Compensation and Employer's Liability coverage within the statutory limits required under Florida law. 11.2 The P.A. and the E.A. must give the Project Coordinator at least thirty (30) days prior written notice of cancellation or of substantial modifications in any of their respective required insurance coverage. All certificates and endorsements shall contain this requirement. 11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized to do business in the State of Florida, and countersigned by the company's Florida resident agent. 11.4 The P.A. and the E.A. shall each provide the Project Coordinator with a certificate of insurance of all required insurance policies. The City reserves the right to require a certified copy of such policies, upon written request to the P.A. or the E.A. (as the case may be). ARTICLE 12.1NDEMNIFICATION AND HOLD HARMLESS 12.1 PRIMARY ARCHITECT'S INDEMNIFICATION: Pursuant to Section 725.08, Florida Statutes, the P.A. shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the P.A., and/or any other persons employed or utilized by the P.A., in the performance of the P.A.'s Services pursuant to this Agreement and 34 581 Draft in Substantial Form 3-14-12 (as such Services are also denoted in Schedules "A" and "A-1" hereto). The P.A. shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The P.A. expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided by the P.A., shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided 12.2 The P.A. agrees and recognizes that the City shall not be held liable or responsible for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the P.A. in which the City participated, either through review or concurrence of the P.A.'s actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the P.A., the City in no way assumes or shares any responsibility or liability of the P.A. (including, without limitation its sub-consultants) under this Agreement. 12.3 EXECUTIVE ARCHITECT'S INDEMNIFICATION: Pursuant to Section 725.08, Florida Statutes, the E.A. shall indemnify and hold harmless the City and its officers, employees, agents, and instrumentalities, from liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the E.A., and/or any other persons employed or utilized by the E.A. in the performance of the E.A.'s Services pursuant to this Agreement (and as such Services are also denoted in Schedules "A" and "A-1" hereto). The E.A. shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any kind or nature in the name of the City, where applicable, including appellate proceedings, and shall pay all costs, judgments, and attorney's fees which may issue thereon. The E.A. expressly understands and agrees that any insurance protection required by this Agreement, or otherwise provided by the E.A., shall in no way limit its responsibility to indemnify, keep, and save harmless and defend the City or its officers, employees, agents, and instrumentalities as herein provided 12.4 The E.A. agrees and recognizes that the City shall not be held liable or responsible for 35 582 Draft in Substantial Form 3-14-12 any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors or omissions of the E.A. in which the City participated, either through review or concurrence of the E.A.'s actions. In reviewing, approving or rejecting any submissions by the Contractor, or other acts of the E.A., the City in no way assumes or shares any responsibility or liability of the E.A. (including, without limitation its sub-consultants) under this Agreement. ARTICLE 13. ERRORS AND OMISSIONS 13.1 ERRORS AND OMISSIONS: It is specifically agreed that any construction changes categorized by the City as caused by an error, an omission, or any combination thereof, in the Contract Documents that were prepared by the Design Professional will constitute an additional cost to the City that would not have been incurred without the error. The damages to the City for errors, omissions, or any combination thereof shall be calculated as the total cost of any damages or incremental costs to the City resulting out of the errors or omissions by the Design Professional. Damages shall include delay damages caused by the error, omission, or any combination thereof. Should the Design Professional disagree that all or part of such damages are the result of errors, omissions, or any combination thereof, then the Design Professional may appeal this administrative determination, in writing, to the City's Capital Improvement Projects Director (the Director). The Director's decision on all claims, questions and disputes shall be administratively final, conclusive, and binding upon the parties hereto unless such determination is clearly arbitrary or unreasonable. In the event that the Design Professional does not agree with the decision of the Director, the Design Professional, shall present any such objections, in writing, to the City Manager. The Director and the Design Professional, shall abide by the decision of the City Manager. This paragraph does not constitute a waiver of any party's right to proceed in a court of competent jurisdiction in a de novo proceeding after the above administrative remedies have been exhausted. ARTICLE 14. LIMITATION OF LIABILITY The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so that its liability for any such breach never exceeds the total "Not to 36 583 Draft in Substantial Form 3-14-12 Exceed" amount of the fee to be paid to the Design Professional. under this Agreement, less any amount(s) actually paid to it hereunder. The Design Professional, and the P.A. and the E.A. individually, each hereby express their willingness to enter into this Agreement, with their total collective recovery from the City for any damages for action for breach of contract to be limited to the total "Not to Exceed" fee specified under this Agreement, less any amount(s) actually paid by the City to the Design Professional hereunder. Accordingly, and notwithstanding any other term or condition of this Agreement, the Design Professional, and the P.A. and the E.A. individually, hereby agree that the City shall not be liable to them, collectively, for money damages due to an alleged breach by the City of this Agreement, in an amount in excess of the total "Not to Exceed amount" of the Design Professional's fee under this Agreement, which amount shall be reduced by any amount(s) actually paid by the City to the Design Professional hereunder. Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida Statutes, with respect to tort liability. The Design Professional, and the P.A. and the E.A. individually, each desire to enter into this Agreement only if in so doing they can place a limit on their total collective liability for any cause of action for money damages due to an alleged breach by the Design Professional (including a breach by the individual P.A. or the E.A.) of this Agreement, so that their total collective liability for any such breach never exceeds the total "Not to Exceed" amount of the fee to be paid to the Design Professional under this Agreement. The Design Professional, and the P.A. and the E.A. individually, each hereby express their willingness to enter into this Agreement, with the City's total recovery from the Design Professional, and the P .A and the E.A. individually, for any damages for action for breach of contract to be limited to a maximum equal to the total "Not to Exceed" fee to be paid to the Design Professional under this Agreement. Accordingly, and notwithstanding any other term or condition of this Agreement, the City hereby agrees that the Design Professional, and the P.A. and the E.A. individually, shall not be liable to it, in total, for money damages due to an alleged breach by the Design Professional, or by the individual P.A. or the E.A., of this Agreement, in an amount in excess of the total "Not to 37 584 Draft in Substantial Form 3-14-12 Exceed" amount of the fee to be paid to the Design Professional under this Agreement. Nothing contained in this subsection, or elsewhere in this Agreement, is in any way intended to be a waiver of the limitation placed upon City's liability, as set forth in Section 768.28, Florida Statutes, with respect to tort liability. Notwithstanding the City's agreement to limit the Design Professional (and the P.A. and E.A.'s) liability to the City in the event of an action for money damages for breach of this Agreement by the Design Professional (or the individual P.A. or the E.A.), the aforestated limitation of liability SHALL NOT apply to any cause of action for damages as a result of the Design Professional's, or the individual P.A. or the E.A.'s, errors, omissions, or any combination thereof (as set forth in Article 13 hereof; or for any damages, liabilities, lossess, and costs sustained by the City, and its officers, employees, contractors, and agents, to the extent caused by the misconduct, unlawful acts, negligence, recklessness, or intentionally wrongful conduct of the Design Professional, or the individual P.A. or the E.A., or any of their respective officers, employees, subconsultants, agents, and any other person(s) or entity(ies) acting under their supervision, direction, or control. ARTICLE 15. NOTICE All written notices given to City by the Design Professional shall be addressed to: City Manager's Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Jorge Gonzalez, City Manager With a copy to: Capital Improvement Projects Office City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 Attn: Fernando Vazquez P.E., CIP Director 38 585 Draft in Substantial Form All written notices given to the Design Professional from the City shall be addressed to: [INSERT ADDRESS FOR D.P.] With a copy to the Prime Architect (P.A.) at: Zaha Hadid Limited 1 0 Bowling Green Lane London EC1 R OBQ Attn: Christoper Lepine, Associate and With a copy to the Executive Architect (E.A.) at: Berenblum Busch Architecture, Inc. 848 Brickell Avenue Suite 625 Miami, Florida 33131 Attn: Gustavo Berenblum, Principal and With a copy to: Richard Daniels, Esquire Daniels Kashtan, P.A. 3300 Ponce de Leon Blvd. Coral Gables, Florida 33134 3-14-12 All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested or recognized overnight courier such as Federal Express, Express Mail or DHL. Notices may also be sent by electronic means such as email or facsimile provided that such notice is followed up with a hard copy n the manner set forth in the preceding sentence. ARTICLE 16. MISCELLANEOUS PROVISIONS 16.1 VENUE: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of 39 586 Draft in Substantial Form 3-14-12 conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, in federal court. BY ENTERING INTO THIS AGREEMENT, THE CITY, DESIGN PROFESSIONAL, AND THE P.A., AND THE E.A. INDIVIDUALLY, EACH EXPRESSLY WAIVE ANY RIGHTS SUCH PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. 16.2 EQUAL OPPORTUNITY EMPLOYMENT GOALS: The Design Professional, and the P.A. and the E.A. individually, each agree that they will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to race, color, national origin, religion, sex, gender identity, sexual orientation, disability, marital or familial status, or age. 16.3 PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act (Section 287.133, Florida Statutes), a person or affiliate who is a consultant, who has been placed on the convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with the City for the construction or repair of a public building or public work, may not bid on leases of real property to the City, may not be awarded or perform work as a contractor, supplier, subcontractor, or subconsultant under a contract with the City, and may not transact business with the City in excess of the threshold amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months from the date of being placed on the convicted vendor list. For violation of this subsection by either the Design Professional, or the individual P.A. or the E.A., City shall have the right to terminate the Agreement without any liability to City, and pursue debarment of the Design Professional. 16.4 NO CONTINGENT FEE: The Design Professional, and the P.A. and the E.A. individually, each warrant and represent to the City that none of them have employed or retained any company or person, other than a bona fide employee working solely for the Design Professional, or for the P.A. or the E.A., to solicit or secure this Agreement, and that they have not paid or agreed to pay any person, company, corporation, individual or firm, other than a 40 587 Draft in Substantial Form 3-14-12 bona fide employee working solely for the Design Professional, or for the P.A. or the E.A., any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this subsection, the City shall have the right to terminate the Agreement, without any liability or, at its discretion, to deduct from the contract price (or otherwise recover) the full amount of such fee, commission, percentage, gift, or consideration. 16.5 LAWS AND REGULATIONS: 16.5.1 The Design Professional, and the P.A. and the E.A. individually, shall each, during the Term of this Agreement, be governed by any and all Applicable Laws which may have a bearing on the Services and the Project. 16.5.2 Project Documents. In accordance with Section 119.07 (3) (ee), Florida Statutes, entitled "Inspection, Examination, and Duplication of Records; Exemptions," all building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and final formats, are exempt from the provisions of Section 119.07(1), Florida Statutes (inspection and copying of public records), and s. 24(a), Article I of the State Constitution. Information made exempt by this paragraph, with prior written approval from the City Manager, may be disclosed to another entity to perform its duties and responsibilities; to a licensed architect, engineer, or contractor who is performing work on or related to the Project; or upon a showing of good cause before a court of competent jurisdiction. The entities or persons receiving such information shall maintain the exempt status of the information. 16.5.2.1 In addition to the requirements in this subsection 16.5.2, the Design Professional, and the P.A. and the E.A. individually, each agree to abide by all applicable Federal, State, and City procedures, as may be amended from time to time, by which the documents are handled, copied, and distributed which may include, but is not limited to, each employee of either the Design Professional, the P.A. or the E.A., and their respective sub- 41 588 16.5.2.2 16.5.2.3 16.5.2.4 Draft in Substantial Form 3-14-12 consultants that will be involved in the Project being required to sign an agreement stating that they will not copy, duplicate, or distribute the documents unless authorized by the City Manager, in writing. The Design Professional, and its respective sub-consultants each agree that a current set of the Project documents shall at all times be kept and maintained in a secure location in Miami-Dade County, Florida (which location shall be the E.A. 's principal place of business, as set forth in the "Notices" section of this Agreement ([Article 15 hereof]). Each set of the Project documents are to be numbered and the whereabouts of the documents shall be tracked at all times. A log is developed to track each set of documents logging in the date, time, and name of the individual(s) that work on or view the documents. 16.6 CORRECTIONS TO CONTRACT DOCUMENTS: The P.A. and the E.A. shall prepare, without added compensation, all necessary supplemental documents to correct errors, omissions, and/or ambiguities which may exist in the Contract Documents prepared by the P.A. and the E.A., including documents prepared by their respective sub-consultants. Compliance with this subsection shall not be construed to relieve the P .A or the E.A. from any liability resulting from any such errors, omissions, and/or ambiguities in the Contract Documents and other documents or Services related thereto. 16.7 WARRANTY: The Design Professional, and the P.A. and the E.A. individually, each warrant to the City that the Services furnished under this Agreement shall conform to the quality expected of and usually provided by the profession in the State of Florida applicable to the design and construction of public parking garage facilities. 16.8 NON-EXCLUSIVITY: Notwithstanding any provision of this non-exclusive Agreement, the City is not precluded from retaining or utilizing any other architect, engineer, design 42 589 Draft in Substantial Form 3-14-12 professional or other consultant to perform any incidental Basic Services, Additional Services, or other professional services within the contract limits defined in the Agreement. The Design Professional, and the P.A. and the E.A. individually, shall each have no claim against the City as a result of the City electing to retain or utilize such other architect, engineer, design professional, or other consultant to perform any such incidental Services. 16.9 ASSIGNMENT: Neither the Design Professional, nor the P.A. or the E.A. individually, shall assign, transfer or convey this Agreement to any other person, firm, association or corporation, in whole or in part, without the prior written consent of the City Commission, which consent, if given at all, shall be at the Commission's sole option and discretion. However, the above parties will be permitted to cause portions of the Services to be performed by sub- consultants, subject to the prior written approval of the City Manager. 16.10 SUCCESSORS AND ASSIGNS: The Design Professional, the P.A., the E.A., and the City each bind their selves and their respective partners, successors, legal representatives, and assigns to the other party of the Agreement, and to the partners, successors, legal representatives, and assigns of such party in respect to all covenants of this Agreement. The Design Professional, the P.A., and the E.A. shall each afford the City (through the City Commission) the opportunity to approve or reject all proposed assignees, successors or other changes in the ownership structure and composition of either the Design Professional, the P.A., or the E.A.. Failure to do shall constitute a breach of this Agreement. 16.11 PROVISION OF ITEMS NECESSARY TO COMPLETE SERVICES: In the performance of the Services prescribed herein, it shall be the responsibility of the P.A. and the E.A. to provide all salaries, wages, materials, equipment, sub-consultants, and other purchased services, etc., as necessary to complete said Services. 16.12 INTENT OF AGREEMENT: 16.12.1 The intent of the Agreement is for the Design Professional, through the P.A. and the E.A., to provide design services, and to include all necessary items for the proper completion of such services for a fully functional Project which, when constructed in accordance with the design, will be able to be used by the City for its intended purpose. The Design 43 590 16.12.2 16.12.3 Draft in Substantial Form 3-14-12 Professional. shall perform, as Basic Services, such incidental work which may not be specifically referenced, as necessary to complete the Project. This Agreement is for the benefit of the parties only and it does not grant rights to a third party beneficiary, to any person, nor does it authorize anyone not a party to the Agreement to maintain a suit for personal injuries, professional liability, or property damage pursuant to the terms or provisions of the Agreement. No acceptance, order, payment, or certificate of or by the City, or its employees or agents, shall either stop the City from asserting any rights or operate as a waiver of any provisions hereof or of any power or right herein reserved to the City or of any rights to damages herein provided. 16.13 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, or understandings applicable to the matters contained herein; and the parties agree that there are no commitments, agreements, or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any prior representations or agreements whether oral or written. It is further agreed that no modification, amendment or alteration in the terms or conditions contained herein shall be effective unless memorialized in written document approval and executed with the same formality and of equal dignity herewith. [REMAINDER OF THIS PAGE LEFT INTENTIONAllY BLANK. SIGNATURES ON FOllOWING PAGES] 44 591 Draft in Substantial Form IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be signed in their names by their duly authorized officers and principals, attested by their respective witnesses and City Clerk on the day and year first hereinabove written. Attest CITY OF MIAMI BEACH CITY CLERK MAYOR [DESIGN PROFESSIONAL SIGNATURES ON FOLLOWING PAGE] 45 592 3-14-12 Draft in Substantial Form NOTE: THE PARTIES EXECUTING BELOW HEREBY AGREE AND ACKNOWLEDGE THAT THEY ARE AUTHORIZED TO SIGN THE AGREEMENT BOTH (1) ON BEHALF OF ONE OF THE TWO (2} MEMBERS OF THE JOINT VENTURE..!. AND (2) INDIVIDUALLY, ON BEHALF OF (AS THE CASE MAY BE) THE t"RIME ARCHITECT AND THE EXECUTIVE ARCHITECT ANDz.. ACCORDINGLY, BY SUCH EXECUTION HEREINBELOW, THEY DO HEREtsY BIND THE JOINT VENTURE {DESIGN PROFESSIONAL), AND THE PRIME ARCHITECT AND EXECUTIVE ARCHITECT INDIVIDUALLY, TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. Attest Signature/Secretary Print Name Attest Signature/Secretary Print Name 46 593 DESIGN PROFESSIONAL/A JOINT VENTURE OF ZAHA HADID LIMITED AND BERENBLUM BUSCH ARCHITECTURE, INC. PRIME ARCHITECT (P.A.)/ ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS Signature/President Print Name EXECUTIVE ARCHITECT (E.A.)/ BERENBLUM BUSCH ARCHITECTURE, INC. Signature/President Print Name 3-14-12 SCHEDULE A: PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND A JOINT VENTURE OF ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS AND BERENBLUM BUSCH ARCHITECTURE,INC. FOR THE COLLINS PARK GARAGE PROJECT SCOPE OF SERVICES DESIGN PROFESSIONAL: ZAHA HADID LIMITED T/A ZAHA HADID ARCHITECTS {"PRIME ARCHITECT" or "P.A.") AND BERENBLUM BUSCH ARCHITECTURE, INC {EXECUTIVE ARCHITECT" or "E.A.") [Note: The term "Consultant" is used throughout this Schedule "A" for purposes of convenience and refers to the Prime Architect and Executive Architect. Schedule "A-1 ", however, specifically denotes those services, or portions thereof, to be performed primarily by the Prime Architect (P.A), and those to be performed by the Executive Architect (E.A)] BACKGROUND The Cultural Arts Neighborhood District Overlay (CANDO) is an area that is in need of parking for the visitors and residents of the City of Miami Beach. In order to serve this need, the CITY is proposing to build a five (5) level parking garage. The site for the new parking facility is bounded by 23rd Street on the north; Park Avenue on the west; the Miami City Ballet building on the south; and Liberty Avenue on the east (300 to 342 23rd Street). In addition, the CITY owns a surface lot that serves the City Library bounded by Liberty Avenue to the west and the City Library to the south (224 23rd Street), which the CITY is desirous to plan, design and build as part of the Basic Services contemplated in this Agreement. This Project once built will generate jobs as well as provide a source of revenue for the CITY. SCOPE OF SERVICES On May 11, 2011, the Mayor and City Commission approved the issuance of Request for Qualifications No. 31-10/11 for the Architectural, Engineering, Design, Bid and Award, and Construction Administration Services for the Collins Park Garage Project (the RFQ). On June 17, 2011, the RFQ was issued, and on September 1, 2011, an Evaluation Committee ranked Zaha Hadid Limited tla Zaha Hadid Architects as the top-ranked firm. On September 14, 2011, the Mayor and City Commission approved Resolution No 2011-27735, authorizing the City Manager to execute a Professional AlE Services Agreement for the Project, in the lump sum amount of $2,438,123, (plus an additional not to exceed amount of $413,700 for other direct/specialty services, plus an additional not to exceed amount of $100,000 for Reimbursable Expenses), for architectural, structural engineering, mechanical, electrical, plumbing, fire protection, (MEP) engineering, civil engineering, landscape architecture, parking and transportation consultant, traffic impact study within the parameters required by the CITY's Public Works and Planning Departments, environmental assessments, threshold inspection, Zaha Hadid: Schedule A 594 special inspection (as required by the Building Department), construction cost estimating, surveying, geotechnical, and asbestos survey services for the Project. The Services shall include, but not be limited to, planning, design development, estimate(s) of probable construction cost, construction documents, permitting, bidding I award, minimum LEED Silver (including but not limited to LEED process support and documentation), and construction administration services for the Project. The parking garage will be located on 300-342 23rd Street. In addition, to the proposed parking garage, the CITY desires to enhance and/or close a portion of Liberty Avenue, from 23rd Street to 22nd Street, in order to create a pedestrian plaza that will provide a strong connection from the parking structure to Collins Park, the Miami City Ballet building, and the City Library. In addition, the CITY is requesting that the DESIGN PROFESSIONAL also provide the design for a proposed new building on the parcel located on 224 23rd Street (surface lot north of the City Library), and propose various concepts to the CITY that studies the best use of the above referenced parcel which may include, but not be limited to, a commercial building with retail on the ground floor and parking and/or commercial and/or retail on the floors above, with the possibility of being connected directly by an extension of the parking levels or via a bridge to the new parking garage. The Project will generally consist of the following (excluding commercial space tenant build-outs): 1: Parking New Garage located at 300-342 2:fd Street 1a: A Parking Garage with (maximized space) approximately 400 parking spaces, retail on the ground floor, and may include roof top activation for events. 1 b: The design of Liberty Avenue, from 23rd Street to 22nd Street, in order to create a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities. 1 c: The Construction Cost Budget established by the City for the parking garage and treatment of Liberty Avenue is $12,500,000. 2: Proposed New Building located at 224 2:fd Street 2a: The proposed new building could include retail and/or commercial on the ground floor, and/or retail, commercial or parking on the floors above. 2b: The City Library has certain service requirements which need to be addressed in the design of the proposed new building. 2c: The parking garage and proposed new building could be physically connected. 2d: The Construction Cost Budget established by the City for the proposed new building including connection is $6,000,000. The City desires that the DESIGN PROFESSIONAL produce a design that personifies iconic architecture through the use of design elements that integrates the two (2) structures, their physical connection and potential pedestrian plaza into the distinctive urban context of the Cultural Arts Neighborhood District Overlay (CANDO) and the Museum Historic District located within the City of Miami Beach, and arrive at a solution that addresses the unique needs of tl)e City's stakeholders, residents, and visitors to the City's Cultural Campus. Zaha Hadid: Schedule A 595 The Project will consist of the following: 1. A five (5) level parking garage and the proposed new building (as referenced in subsections 1 and 2 on p.2 hereof) with a maximum height as required by CITY Ordinance. 2. Approximately 400 parking spaces minimum (parking spaces to be maximized). 3. Retail establishments at a minimum on the on the ground floor, as required by the CITY. 4. Illuminated Exterior Garage Sign. 5. All applicable Project Site Way Finding Signage. 6.Signage for the Garage and Proposed New Building, including internal pedestrian and traffic directional signage as well as all required Safety to Life signage. 7. Security System including High Definition Cameras including surveillance at the Stairwells. 8. Stairwell drainage system to enable pressure cleaning. 9. Stairwells to have water and graffiti resistant finishes. 1 0. Key Card Access. 11. Parking Revenue Control Equipment and "Pay on Foot" stations at major pedestrian access points. (Central Cashier Station with Pay on Foot) 12. Parking Office and Bullet Proof Cash Window and Storage 13. Parking Space stripping as required by the Parking Department. 14. Traffic Deck waterproofing on roof. 15. Sandwiched Concrete Deck with hot applied roofing system over retail. 16. Traffic deck waterproofing system to protect car park decks. 17. Bike Storage. 18. Electric Charging Stations for Electric Vehicles, quantity to be determined during the planning and design development phases. 19. Exit Pay on Foot Assistance I Refuge Area for Customers that did not pre-pay the Parking Fee at pedestrian level Pay on Foot Station. 20. Required Life Safety Systems including but not limited to fire sprinklers, and fire alarm system. 21. Back-up Emergency Generator for Safety to Life Systems for the Garage. 22. Phone I Data and Information Technology (IT) I Audio Visual (AV) capability. Site Furniture. 23. The design of Liberty Avenue, from 23rd Street to 22nd Street, in order to create a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities (as referenced in subsection 1(b) on p.2 hereof). Zaha Hadid: Schedule A 596 The Project Site: Legend c:J CIP Projects The DESIGN PROFESSIONAL's services shall also include LEED process support and documentation pursuant to U.S. Green Building Counsel LEED Standard and/ or CITY Code Chapter 1 00, "Sustainability, Article 1, Green Building Ordinance", whichever is most stringent and include but not be limited to the following. • LEED documentation, application and all required submittals to achieve a USGBC LEED SILVER certification for new construction; • Providing the Project specifications that clearly delineate all LEED-related Contractor responsibilities and procedures, provide the LEED required documentation of all materials, technologies, and procedures upon which the achievement of design intent and LEED Silver certification depend; Zaha Hadid: Schedule A 597 • Coordinating with and assisting the CITY's Building Commissioning Agent I Contractor in its implementation of the Building Commissioning Plan. That plan shall result in full compliance with the LEED standard for full documentation of building commissioning. In particular it will structure and document the full initiation, testing, operational instruction, and record documentation of all building systems. • The Project Team will conduct meetings that will result in a list of clearly defined and clearly assigned actions and responsibilities for moving towards the achievement of LEED Silver certification and related project goals. It is understood that DESIGN PROFESSIONAL cannot guarantee LEED Certification. The DESIGN PROFESSIONAL's Basic Services shall consist of Five Tasks: 1.) Planning, 2.) Design, 3.} Bidding and Award, 4.) Construction Administration, and 5.) Other Services (Parking and Transportation Consultant, Traffic Impact Study, Environmental Assessments, Threshold Inspection and Special Inspection Services, Surveying, Geotechnical, Asbestos Survey}, and shall also include, without limitation, any and all of the DESIGN PROFESSIONAL's responsibilities and obligations, as set forth in the attached General Conditions of the Contract for Construction and/or the Construction Manager at Risk Agreement (Schedule F). The CITY may, at its sole option, choose to employ conventional bids, or Construction Manager (CM) at-Risk for the Project. The DESIGN PROFESSIONAL shall cooperate fully with the General Contractor, or Construction Manager (CM) at-Risk selected by the CITY. All required drawings shall be prepared utilizing CADD (vector format) in conformance with the latest CITY format. The DESIGN PROFESSIONAL shall become familiar with the Project site through frequent site visits, research, and examination of any record drawings, as applicable, and shall notify the CITY of any field, on-site, or off-site conditions not shown or incorrectly shown on the record drawings, as may have been reasonably discovered. At the DESIGN PROFESSIONAL's request, the CITY will facilitate the DESIGN PROFESSIONAL's access to the Project site and/or facilities for investigative purposes. Frequent site visits and meetings shall continue through all design phases of this Agreement until the DESIGN PROFESSIONAL is thoroughly familiar with the existing conditions, any problem areas, and/or existing hazardous conditions or materials. These site visits and meetings are part of the DESIGN PROFESSIONAL's Basic Services, are considered due diligence, and the DESIGN PROFESSIONAL shall receive no additional compensation for such design phase site visits and meetings. Provided the DESIGN PROFESSIONAL has conducted a good faith investigation, the DESIGN PROFESSIONAL shall not be responsible or held liable for undiscovered hazardous or other unforeseen conditions or materials. The total estimated Construction Cost Budget established by the City for the Project is approximately $18,500,000, not including a construction phase contingency allowance that is to be held in reserve by the CITY, for CITY's use, during the construction phase. The CITY may require (in order to expedite this Project) that the DESIGN PROFESSIONAL phase this Project as described below: Zaha Hadid: Schedule A 598 Phase ONE: Demolition Phase: Produce a set of permit ready demolition plans to be developed as a separate permit package by the General Contractor (GC) or GMP Amendment to the Construction Manager at Risk (CMR) to be scheduled in advance of the Notice to Proceed for the construction issued to the General Contractor (GC) or Construction Manager at Risk (CMR). 1. Phase TWO: Construction Phase: Construction of the Parking Garage, Proposed New Building and a pedestrian plaza that serves the Miami City Ballet building, the City Library, and links Collins Park to the new facilities. The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of its sub-consultants as such expertise is needed and determined by the evolution of the Project program requirements and/or site conditions. The DESIGN PROFESSIONAL, at the DESIGN PROFESSIONAL's expense, proposes to have the specialists designated below, either from the DESIGN PROFESSIONAL's organization or as the DESIGN PROFESSIONAL's contracted sub-consultants, to perform the services indicated: Structural Engineer: MEP Engineers: Fire Protection Engineer: Fa9ade Engineer: Landscape Architect: Civil Engineer: Traffic Impact Study: Transportation CONSULTANT: Parking CONSULTANT: Surveyor: Construction Cost Estimating: Geotechnical Engineering: LEED Specialist: Threshold Inspections: Environmental Assessments: Material Testing: Zaha Hadid: Schedule A DeSimone Consulting Engineers {Florida) Ross & Baruzzini {Florida) Ross & Baruzzini {Florida) Front Inc. {New York) or other approved consultant Kimley-Horn and Associates, Inc. {Florida) Langan Engineering {Florida) Kimley-Horn and Associates, Inc. {Florida) Kimley-Horn and Associates, Inc. {Florida) Tim Hass {Florida) Miller Legg {Florida) PACO Group {Florida) Langan Engineering {Florida) Sequil Systems {Florida) DeSimone Consulting Engineers {Florida) Langan Engineering {Florida) Tierra South {Florida) 599 Basic Services shall consist of the following: TASK 1 PLANNING SERVICES: The purpose of this Task is to specifically develop a phased concept plan that meets the CITY's functional requirements, incorporates community input, and stays within established schedule and cost parameters. The Planning Phase will include the following major tasks: (1.1) Project Kick-Off Meeting; (1.2) Visioning Session to clarify project goals and confirm budget; (1.3) Project Site Reconnaissance Visit; (1.4a) Initial Planning Session and (1.4b) Development of Design Concepts; (1.5} Review Meeting prior to Community Design Workshop; (1.6.1) Community Design Workshop # 1 and (1.6.2) Community Design Workshop I Historic Preservation Board Workshop (HPB) # 2; (1.7) Preparation of a draft Basis of Design Report (BOOR); (1.8) Conduct LEED Workshop and prepare conclusions; (1.9); Review of Draft BOOR with City Departments and Present the Basis of Design Report to the City's Historic Preservation Board (HPB) and/or Planning Board if applicable; (1.1 0) Final Master Plan I Basis of Design Report (BOOR)_ Presentation to the Mayor and City Commission for approval; (1.11) Additional Historic Preservation Board Workshop (HPB), Planning Board (PB), City Commission and/or other required Review Meetings. Note that Tasks 1.1 through 1.11 are intended to identify the information required to develop an initial Concept Plan. A total of two (2) Community Design Workshops shall be conducted as defined in Task 1.6. Based on the results of the Community Design Workshops, a draft Basis of Design Report (BOOR) shall be developed as noted in Task 1.7. A LEED Workshop shall be conducted to develop the CITY's goals for sustainable architecture as described in Task 1.8. A review of the draft BOOR with City Departments and/or Agencies and the Historic Preservation Board Workshop (HPB}, Planning Board, and City Commission presentations and approvals shall be as noted in Task 1.9. A final Basis of Design Report shall then be prepared summarizing the accepted design concept, budget level cost estimate and implementation schedule as noted in Task 1.10. To facilitate the implementation of a Public Information Program, DESIGN PROFESSIONAL shall provide electronic files of all Project documents, as requested by CITY. Note: Tasks 1.1 through 1.4a are a series of meetings that will be consolidated into two (2) to a maximum of four (4) consecutive days. Task 1.1 Project Kick-Off Meeting: The DESIGN PROFESSIONAL shall meet with the CITY to review existing documents and receive copies of available reference documents. CITY shall provide general information regarding procedures and direction. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. The DESIGN PROFESSIONAL shall prepare a list of requested background information, department interviews and any other special area visits. The DESIGN PROFESSIONAL shall schedule a reconnaissance visit of the Project site, to be attended by critical DESIGN PROFESSIONAL personnel, as well as key CITY staff. Zaha Hadid: Schedule A 600 Deliverables: 1 . Attend Project Kick-Off Meeting 2. Prepare and distribute Meeting Minutes Schedule: See Schedule "E": Project Schedule Task 1.2 Attend "Visioning" Session: The DESIGN PROFESSIONAL shall attend a half-day "Visioning" session to be scheduled with representatives of CITY and the DESIGN PROFESSIONAL. The purpose of the "Visioning" session shall be to clarify project goals to prepare for the Community Design Workshops. Issues to be discussed shall include the proposed alternatives, budget and schedule. Deliverables: 1. Attend ''Visioning" session with representatives of the CITY and the DESIGN PROFESSIONAL. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E" -Project Schedule Task 1.3 Project Site Reconnaissance Visit: The DESIGN PROFESSIONAL shall attend a Site Reconnaissance Visit. This site visit shall also be attended by applicable CITY staff. The intent of this task is to facilitate the DESIGN PROFESSIONAL'S understanding of the Project needs. This may include document review, department interviews and requests for additional information to be facilitated by the CITY. The DESIGN PROFESSIONAL shall prepare draft meeting minutes including action items and individuals responsible for further action, and forward them to the CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute accordingly. Subsequent visits (at no additional cost to the CITY) may be required to gather additional information. This task includes further document research, exploration and documentation of existing conditions, and discussions with particular on-site personnel to understand their current conditions, shortfalls and future needs. The DESIGN PROFESSIONAL shall inform the CITY of any additional document or visitation needs so that information can be researched in an organized and timely manner. Secondary meetings with other agencies, code officials or utilities may also be necessary as part of this task. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. Deliverables: 1 . Attend Site Reconnaissance Project Site Visit 2. Prepare and distribute meeting minutes Schedule: See Schedule "E" -Project Schedule Zaha Hadid: Schedule A 661 Task 1.4 a. Initial Planning Sessions and b. Development of Design Concepts: a. The DESIGN PROFESSIONAL shall attend an initial Planning Session to be scheduled with representatives of the CITY and the DESIGN PROFESSIONAL. The purpose of the session shall be to clarify Project goals to the user group(s) so that viable conceptual alternatives can be explored. At this meeting, the DESIGN PROFESSIONAL shall review the background information, program and site options in preparation for an open "brain-storming" discussion regarding the benefits and disadvantages of each. This planning session will establish the groundwork for the development of initial conceptual alternatives. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY for review and comments. The DESIGN PROFESSIONAL shall finalize and distribute, accordingly. b. Based on the results of the site visit, materials presented at the Kickoff Meeting and during subsequent background gathering, and discussion and conclusions made at the initial planning session, the DESIGN PROFESSIONAL shall develop a minimum of three (3) preliminary conceptual alternatives. The DESIGN PROFESSIONAL shall require that two (2) of the referenced concepts shall present proposed improvements possible under current budget limitations and, that are responsive to the Project program, budget, and schedule. The other concept(s) shall reflect additional levels of potential improvements that may be possible should additional funding become available. Initial testing parameters and investigative work recommendations shall also be identified. The DESIGN PROFESSIONAL shall assemble graphic images identifying alternative Project design concepts, if applicable, to allow the CITY a full understanding of proposed alternatives. The DESIGN PROFESSIONAL shall develop Project conceptual alternatives graphically representative of Phase One 30% schematic design level of detail. In this effort, the DESIGN PROFESSIONAL shall meet with the CITY to review the various alternatives and discuss the benefits and disadvantages of each so that decisions can be made on the recommended alternatives and priorities. Each alternative will have a preliminary rough-order of magnitude (ROM) cost estimate with enough detail, equal to a Phase One schematic design level of detail, to be able to compare and differentiate each alternative and make planning decisions. Upon completion of the work session, the DESIGN PROFESSIONAL shall make revisions to its proposed conceptual plan (Schematic Design level-Phase One 30%), as necessary, to develop a recommended approach. I' Deliverables: 1. Attend review session with representatives from the CITY. 2. Prepare and distribute meeting minutes 3. Develop Project a minimum of three (3) conceptual alternatives graphically representative of Phase One 30% Schematic Design level of detail as noted above 4. Develop "budget" level ROM cost estimates 5. Revise proposed concept (Phase One Schematic Design drawings) and develop final materials for Recommended Approach as approved by the CITY Zaha Hadid: Schedule A Schedule: See Schedule "E" -Project Schedule Task 1.5 Review Meeting Prior to Community Design Workshops: DESIGN PROFESSIONAL shall meet with applicable CITY Staff to ensure that any and all concerns regarding Project scope, schedule and cost parameters are addressed prior to scheduling the Community Design Workshops. DESIGN PROFESSIONAL shall prepare and distribute meeting minutes, accordingly. Deliverables: 1. Meet with representatives of CITY during Task 1.1 through 1.5. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E": Project Schedule Task 1.6 Community Design Workshops Two ( 2 } community workshops shall be conducted to solicit and address resident input on the design of the Project. CITY will schedule, find locations for, and notify residents of all such meetings. DESIGN PROFESSIONAL shall prepare all materials for presentation at each workshop. At a minimum these shall include "full size" graphics, a summary of cost estimates, workshop agendas and requisite handouts of each. DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY, who shall finalize and distribute, accordingly. Each workshop is intended to address specific design issues as discussed in the following: Task 1.6.1 Community Design Workshop No.1 The first workshop is intended to provide community residents with a review of the Project scope, budget and schedule. DESIGN PROFESSIONAL shall prepare full size presentation graphics illustrating the Site Analysis Maps and Design Concept Alternatives developed under Tasks 1.2 and 1.11. As previously noted, the alternatives shall present proposed improvements possible under current budget limitations. In addition, graphics shall be prepared presenting a summary of probable costs for the various improvements and the workshop agenda. "Budget" level cost estimates shall be +30%, -11 0% as defined by the American Association of Cost Engineers. Based on this data, DESIGN PROFESSIONAL shall present the preliminary planning information to attendees. CITY Staff will also attend these meetings, and assist DESIGN ~ROFESSIONAL with responses to resident questions, as applicable. DESIGN PROFESSIONAL shall note reasonable design revision requests from residents for review and incorporation into the proposed plan. Due to the fixed nature of funding on the various projects within the Program, budget limits must be adhered to. DESIGN PROFESSIONAL shall be prepared to discuss budgets and the various impacts of resident requested revisions on such, accordingly. Deliverables: 1. Prepare materials, attend and conduct Community Design Workshop No. 1. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E": Project Schedule Zaha Hadid: Schedule A 6u>3 Task 1.6.2 Community Design Workshop No. 2 (To take place at a Historic Preservation Board Meeting): The second workshop is intended to take place at a Historic Preservation Board (HPB) Meeting, and is intended to present the HPB and the members of the public present, with the selected design concept, budget and schedule after consideration of the input received during Workshop No. 1. The DESIGN PROFESSIONAL shall prepare full size presentation graphics illustrating the selected design concept, along with a summary of probable costs for the improvements and the workshop agenda. The selected design concept shall be presented and shall illustrate proposed improvements possible under current budget limitations. "Budget" level cost estimates shall be +30%, -110% as defined by the American Association of Cost Engineers. Based on this data, the DESIGN PROFESSIONAL shall present the information to the attendees. CITY staff will also attend these meetings, and assist DESIGN PROFESSIONAL with responses to resident questions, as applicable. DESIGN PROFESSIONAL shall note that the design concepts presented during this meeting are considered "near final" and the CITY will consider only minor design revision requests from residents for review and incorporation into the proposed plan. Deliverables: 1. Prepare materials, attend and conduct Community Design Workshop No. 2. 2. Prepare and distribute meeting minutes Schedule: See Schedule "E": Project Schedule Task 1.7 Preparation of Draft Basis of Design Report (BOOR): The DESIGN PROFESSIONAL shall prepare a draft BOOR presenting the results of the Community Design Workshops and final consensus design plan (Phase I, 30% Schematic Design drawings). The BOOR shall include a summary of findings, site plan, and exhibit(s) illustrating all proposed improvements, inclusive of the demolition of existing facilities and engineering limitations, construction of buildings, vehicular access and pedestrian circulation/access. In addition, the BOOR shall include sufficient detail in plans (representative of Phase I, 30% Schematic Design drawings), sections, notes, and key descriptions to facilitate review by the various CITY permitting departments (Building Department, Fire Prevention, Public Works and Planning divisions) as discussed in Task 1.9. At a minimum, the draft BOOR shall include narratives and graphics illustrating: • Executive Summary summarizing the contents of the BOOR. • A section reviewing the existing conditions to be improved. • A section reviewing the planning and programming process and development of the final recommended phased improvement plan. This section shall include details (representative of Phase I, 30% Schematic Design level of detail in the drawings) presentations of all proposed improvements. • A Project implementation plan, inclusive of demolition of existing structures, utilities, buildings, landscaping, lighting, vehicular access I parking, ingress and egress to the site I buildings, construction and general site improvements. Zaha Hadid: Schedule A 6()14 • Proposed Improvements with a description of all proposed project elements inclusive of a Phase I, Schematic Design concept plan and design alternatives, if applicable. • A section discussing the phasing of general concepts from the planning process, if applicable. • A "budget" level cost estimate prepared in conformance with format provided by CITY. Estimates shall be provided for all phased project capital improvements, including without limitation, the proposed new building at 224 23rd Street site. • A schedule for implementing the Project by phases (i.e. design, bid/award, construction, as applicable) itemized phase by phase, including critical issues and the time period allowed for resolving each issue. The schedule shall be prepared in the latest version of Primavera Project Planner and provided to the CITY in hard copy as well as electronically. • Discussion regarding permitting authorities having jurisdiction over Project and provide a list of permits typically retained by the City and I or Contractor. Unique and I or special permitting requirements shall be identified as well as permitting fees. • Incorporate vehicular access and pedestrian access (ingress and egress) as recommended by the completed Traffic Impact Study to be included as part of the BODR. Five (5) copies of the draft BODR shall be provided to the CITY for initial review and comments and shall at a minimum, include the following sections: Executive Summary, Purpose and Scope, Existing Conditions report(s), Phase I, Schematic Design drawings, Permitting and Implementation, and Cost Estimates. Deliverables: 1. Prepare 25 copies of the draft BODR. Schedule: See Schedule "E": Project Schedule Task 1.8 Conduct LEED Workshop and Prepare Conclusions: The DESIGN PROFESSIONAL shall organize and conduct an LEED (Leadership in Energy and Environmental Design Green Building Rating System) workshop to be scheduled with appropriate representatives of the CITY and the DESIGN PROFESSIONAL to discuss LEED registration and certification for the new facility. The DESIGN PROFESSIONAL's sustainability initiatives shall conform to Florida Statute 255.2575 "Energy Efficiency and Sustainable buildings", CITY Code Chapter 100, "Sustainability, Article 1, Green Building Ordinance", and US Green !Building Counsel LEED Standard; whichever is most stringent addressing LEED compliance requirements. The DESIGN PROFESSIONAL shall organize the discussion around the specific approach and method to accomplish achieving a minimum "Silver" LEED rating (with higher ratings sought if possible). .{. Deliverables: 1. Prepare materials and conduct workshop 2. Prepare and distribute preliminary LEED Checklists indicating prioritized points and likelihood of attainment. 3. Prepare and distribute meeting minutes Zaha Hadid: Schedule A 6()?5 4. Register project with US Green Building Council Schedule: See Schedule "E":Project Schedule Task 1.9 Review of Draft BOOR with the CITY Departments and Present to the CITY's Historic Preservation Board (HPB); Design Review Board (ORB) and/or Planning Board (PB) as required by the CITY. The DESIGN PROFESSIONAL shall meet to receive, present and review the draft BOOR with the following, but not limited to, CITY Departments and Committees: • CITY of Miami Beach Public Works Department; • CITY of Miami Beach Property Management Department; • CITY of Miami Beach Planning Department; • CITY of Miami Beach Historic Preservation Board (HPB); • CITY of Miami Beach Building Department; • CITY of Miami Beach Capital Improvement Projects Office; • CITY of Miami Beach Police Department; • CITY of Miami Beach Fire Department; • CITY of Miami Beach Parking Department; • CITY of Miami Beach Parks and Recreation I Green-space; • Capital Improvement Oversight Committee {CIPOC); • And, if necessary and/or required, any County, and/or state agency having jurisdiction over the Project, or elements herein. The CITY will forward copies of the draft BOOR to the above noted CITY Departments. Comments shall be solicited and forwarded to the DESIGN PROFESSIONAL for review I comment I response I incorporation into the draft BOOR document. It is anticipated that the DESIGN PROFESSIONAL shall attend a total of up to three (3) meetings with the various CITY Department representatives to review the various CITY Department comments. The applicable CITY staff will attend the noted review meeting(s) and assist the DESIGN PROFESSIONAL, as practicable. However, the DESIGN PROFESSIONAL retains final responsibility for obtaining all necessary approvals, and for implementing required revisions and resubmissions as necessary. The DESIGN PROFESSIONAL and its key sub-consultants shall attend meetings as deemed necessary by the CITY. It is recognized by the CITY that the time period for obtaining approvals from the various review agencies is beyond the .. control of the DESIGN PROFESSIONAL, except for issues concerning the acceptability of the proposed design concepts and the DESIGN PROFESSIONAL's ability to respond to review agency comments. Hence, the DESIGN PROFESSIONAL shall address and respond to comments received from the various reviews in writing, and implement requested revisions into the draft BOOR, as agreed with the CITY, within ten (10) business days of acceptance of comments, unless agreed to otherwise with the CITY. Zaha Hadid: Schedule A 600 Upon incorporating the comments received from the various CITY Departments; the DESIGN PROFESSIONAL shall revise its draft BOOR and then present the revised draft BOOR with Phase One, 30% Schematic Design level of detail in the drawings, (with requisite narratives, graphics and Power-point presentation materials) to the CITY's Historic Preservation Board (HPB). Deliverables: 1. Attend BOOR review meetings 2. Prepare and distribute meeting minutes 3. Address comments and revise BOOR accordingly 4. Present BOOR to Historic Preservation Board (HPB) 5. Present BOOR to Capital Improvement Oversight Committee (CIPOC) if required. Schedule: See Schedule "E" Project Schedule Task 1.10 Final Master Plan I Basis of Design Report (BOOR) and Presentation to the CITY Commission The DESIGN PROFESSIONAL shall prepare a final BOOR based on comments and revisions implemented during the reviews with the various the CITY Departments I review entities as noted in Task 1.9. This final BOOR serves as the basis for development of detailed design documents as discussed in Task 2.0. It shall also be used as the basis for the DESIGN PROFESSIONAL's presentation to the CITY Commission for approval. If the CITY Commission directs revision to the final BOOR, the DESIGN PROFESSIONAL shall prepare an Addendum, in the CITY provided format, for distribution to all final BOOR stakeholders. Deliverables: 1. Prepare and distribute meeting minutes 2. Prepare 25 copies of a final BOOR and Addendum, as necessary. 3. Present the final BOOR to the CITY Commission for approval Schedule: See Schedule "E": Project Schedule Task 1.11 Additional HPB, ORB,' PB and/or City Commission and/or City Department Review Meetings: The DESIGN PROFESSIONAL shall provide for an additional up to three total (4) presentations to the HPB, ORB, PB, City Commission and other CITY Departments meetings if necessary to gain the required CITY approvals in order to proceed with the Design Development phase of the Project. In addition, to all required efforts noted above, the DESIGN PROFESSIONAL shall note that the CITY may, at its discretion, substitute one of the meetings described in Task 1.0 through 1.10 for a meeting with the CITY, Committee or Agency, as deemed necessary. These meetings shall be identified as a separate line item in Schedule B and if this allowance is not used it shall remain with the CITY. TASK 2 DESIGN SERVICES: The purpose of this Task is to establish requirements for the preparation of contract documents for the Project. Zaha Hadid: Schedule A 6117 Task 2.1 requires that DESIGN PROFESSIONAL perform a variety of forensic tasks to verify existing conditions and the accuracy of any available as-built drawings, surveys and maps to be used for development of the contract drawings. Task 2.2 discusses requirements for the preparation of contract documents, inclusive of drawings, specifications and front-end documents. Task 2.3 establishes requirements with regard to constructability and value engineering reviews. Task 2.4 establishes requirements for the preparation of Statements of Probable Construction Cost by the DESIGN PROFESSIONAL. Task 2.5 establishes requirements for the Community Design Review Meeting (CORM). Task 2.6 discusses contract document revisions based upon the input received from the residents at the Community Design Review Meeting (CORM). Task 2.7 specifies requirements for review of contract documents with jurisdictional permitting agencies prior to finalization. Task 2.8, discusses the DESIGN PROFESSIONAL's QA/QC of Design Documents. To facilitate the implementation of a Public Information Program, the DESIGN PROFESSIONAL shall provide electronic files of all Project documents, as requested by the CITY for posting on the program website. The DESIGN PROFESSIONAL shall provide the electronic files for the front-end documents, technical specifications, and construction drawings in MS-Word, AutoCAD and Adobe Acrobat file format. The review process shall consist of 30%, 60%, 90% and 1 00% complete submittals. Contract documents shall be subject to constructability and value engineering reviews to be performed by others. DESIGN PROFESSIONAL shall work with the CITY to adjust I revise Project scope as may be deemed necessary to meet established budgets as the design evolves from earlier to latter stages of completion. It is understood that if the DESIGN PROFESSIONAL'S design at the 30%, 60%, 90% and/or 100% submittals are over the established construction budget, then at the direction of the City the DESIGN PROFESSIONAL shall perform value engineering of the project and propose alternative designs, materials, and/or systems to the CITY in order to bring the project within budget. DESIGN PROFESSIONAL shall utilize and be bound by the CITY of Miami Beach Design Standards Manual -August, 2002 (DSM) detailing procedures, standards and policies, the CITY of Miami Beach Public Works Manual-April, 2007, as well as any subsequent updates, to supplement details required to complete the Project. One copy of the DSM will be provided to the DESIGN PROFESSIONAL. Task 2.1 Verification of Existing Conditions: DESIGN PROFESSIONAL shall obtain all available As-Built drawings, perform structural evaluation of the structures, perform a detailed topographic survey of the existing Project site. The survey shall be performed by a Professional Land Surveyor in the state of Florida, and shall meet the minimum technical standards identified in Chapter 61G17-6, FAC and Florida Statutes. All survey files shall be prepared in AutoCAD. At a minimum, the survey shall address the following: • Baseline of survey shall be tied into the right-of-way and sectionalized land monuments. Right-of-way information shall be obtained from available records by the DESIGN PROFESSIONAL. Zaha Hadid: Schedule A 6118 • The DESIGN PROFESSIONAL shall set benchmarks at convenient locations along the site to be used during both the design and construction phases of the Project. • The DESIGN PROFESSIONAL shall locate and identify existing surface improvements I topographic features that are visible within the Project site, including but not limited to, the following: • Marking of all property corners, location and details of the existing buildings including overall dimensions and finished floor elevations including existing valve boxes, water I electrical meter boxes, electrical pull boxes, telephone I cable risers, fences, hydrants, etc. • Above ground and underground utilities invert elevations of accessible underground utilities, wood I concrete utility poles, culverts, guardrails, pavement limits, headwalls, endwalls, manholes, vaults, mailboxes, driveways, side streets, trees, landscaping, traffic signage and any other noted improvements. Survey shall identify fence material/ height, and driveway construction materials. Landscaping materials with a trunk diameter greater than six (6) inches in diameter shall be identified individually. Materials with smaller diameters shall be illustrated in groupings. • Survey limits shall include the entire Project site and an additional overlap to encompass all adjoining areas potentially impacted by the Project. • Survey Topographic survey I base map shall be prepared in AutoCAD Version 2000 or latest, and submitted on recordable Compact Disk with three (3) signed and sealed copy on 24-inch by 36-inch bond paper. Note that all standards from the DSM shall apply to the development of the survey document. In addition, the DESIGN PROFESSIONAL shall submit 3 copies of a preliminary Draft Survey for CITY review and comment. The DESIGN PROFESSIONAL shall prepare a final survey submittal package based on addressing any and all comments submitted through this review process, to the satisfaction of the CITY. All CAD mapping shall be performed to a scale of 1:1 in the World Coordinate System. Text size shall be 100 Leroy for a final product at 1 =20 units. Upon completion and acceptance of the final survey, the DESIGN PROFESSIONAL shall forward same to the following agencies with a request to mark I identify respective utilities on the survey base map. The DESIGN PROFESSIONAL shall coordinate this effort with each agency in an effort to identify the location of all existing underground utilities. The DESIGN PROFESSIONAL shall incorporate utility owner markups I edits into its survey base map file. The DESIGN PROFESSIONAL shall contact the following entities and request that they each verify locations of their existing improvements in the affected areas: • Florida Power and Light Company • Bell South I A TT • Miami-Dade Water and Sewer Authority • Cable Provider: Charter Communications (Atlantic Broadband) • Natural Gas provider • CITY of Miami Beach Public Works Department • Traffic Signals: Miami Dade County Public Works • Others as deemed necessary by the DESIGN PROFESSIONAL The DESIGN PROFESSIONAL shall also request information regarding any future proposed improvements by each agency. To facilitate tracking of the progress made in this work effort, the DESIGN PROFESSIONAL shall copy the CITY Zaha Hadid: Schedule A 609 on all correspondence with each agency. In addition, the DESIGN PROFESSIONAL shall keep a readily accessible and properly labeled I collated file of all correspondence and markups provided to it by the various agencies for reference use by the CITY and/or DESIGN PROFESSIONAL, during construction. The DESIGN PROFESSIONAL shall become familiar with the Project site through frequent site visits, research, and examination of any record drawings, as applicable, and shall notify the CITY of any field, onsite, or off-site conditions not shown or incorrectly shown on record drawings, as may have been reasonably discovered. At the DESIGN PROFESSIONAL's request, the CITY shall facilitate the DESIGN PROFESSIONAL's access to the Project site and or facilities for investigative purposes. These site visits are part of the DESIGN PROFESSIONAL's Basic Services, are considered due diligence, and the DESIGN PROFESSIONAL shall receive no additional compensation for such design phase site visits and meetings. Provided that the DESIGN PROFESSIONAL has conducted a good faith investigation, the DESIGN PROFESSIONAL and DESIGN PROFESSIONAL's sub-consultants shall not be responsible or held liable for undiscovered hazardous or unforeseen conditions or materials. Based on the collected data, the DESIGN PROFESSIONAL shall develop detailed design base maps for the Project. The maps shall include an overall key map and partial plans scaled at One (1) inch equals 20 feet or a scale that better suits the Project requirements. DESIGN PROFESSIONAL shall illustrate proposed improvements on the site plan and shall prepare final site plan ba.sed on the information gathered herein. Copies of base maps shall be distributed to CITY. Deliverables: 1. Perform work as noted to develop final survey. 2. Deliver three (3) draft and five (5) final signed and sealed surveys to CITY. Schedule: See Schedule "E": Project Schedule Task 2.2 Detailed Design: DESIGN PROFESSIONAL shall prepare detailed design documents consisting of architectural, structural, civil, mechanical, electrical, plumbing, landscape, and irrigation drawings, as applicable. All contract documents are to be provided in accordance with applicable DSM standards and with the requirements of all applicable state, local and federal regulatory agencies having jurisdiction over the Project at time of execution of this Agreement. Technical specifications shall be prepared in conformance with Construction Specifications Institute (CSI) formats. The CITY, through the DSM, shall furnish the DESIGN PROFESSIONAL with standard CITY specification outlines for Divisions 1. For reference purposes, the CITY will provide copies of its standard Job Order Contract (JOC) specifications via the DSM. DESIGN PROFESSIONAL shall provide additional sections that the DESIGN PROFESSIONAL may require, not already provided through the CITY standards I DSM, subject to review and comment by the CITY. DESIGN PROFESSIONAL must review CITY standards and adopt and change/update where necessary. Any supplier listings required by specifications shall include a minimum of two (2) named suppliers and shall meet all applicable CITY and State of Florida procurement codes. Specifications shall be provided to the DESIGN PROFESSIONAL in "Microsoft MS- Word" format. DESIGN PROFESSIONAL shall use the same software in all Project related work. DESIGN PROFESSIONAL shall utilize base front-end documents provided by the CITY. DESIGN PROFESSIONAL shall edit Zaha Hadid: Schedule A 6fl0 accordingly to result in a Project specific document. Any requirements for Supplementary General Conditions shall be subject to review and acceptance by the CITY. DESIGN PROFESSIONAL shall attend monthly Design Progress Meetings as required to meet the project schedule (see Schedule "E") with CITY at the CITY's CIP offices as scheduled by CITY staff. The DESIGN PROFESSIONAL shall provide, and maintain a design progress schedule. Should the CITY determine that the DESIGN PROFESSIONAL has fallen behind schedule, pursuant to the attached "Schedule "E"" through no fault of the CITY, the DESIGN PROFESSIONAL shall provide a mutually acceptable recovery schedule. The DESIGN PROFESSIONAL shall submit monthly invoice requests accompanied by an updated design progress schedule. For purposes of this Scope of Services, the following will be considered the minimum effort to be provided by the DESIGN PROFESSIONAL for establishing detail design milestone submittals: Task 2.2.1: 30% Design Development Documents Requirements Prior to the preparation of the 30% design completion stage drawings, the DESIGN PROFESSIONAL shall incorporate changes to its design based upon its existing as-built I existing conditions verification efforts and review comments received, as noted in Task 2.1. As a guide, the CITY requires at a minimum, the following information for the 30% Design Development Submittal phase documents. The Submittal drawings I package should include, but not be limited to: 1. Topographic Survey: A 100% complete topographic survey which incorporates the work products of the previously outlined Tasks. 2. Approved BOOR: All proposed improvements identified in the approved BOOR, illustrated in plan and elevation views, and with applicable sections and details. 3. Site Plan: A site plan showing acreage; points of the compass; scale; contours and general topographical conditions; floodplain elevation and velocity zone; a key map shall which illustrates the relationship between the drawings and its respective location within the neighborhood; overall dimensions; adjacent highways, roads, emergency access; fire hydrants; power transmission lines; ownership and use of adjacent land; walks and paths; vehicle and bike parking areas; accessibility for the disabled; service areas; play areas; bus and car loading zones; existing buildings and use; location of proposed building(s) and future additions; community use buildings; phased construction; and preliminary soil borings. 4. Floodplain: A statement should be included on the site plan identifying the FEMA flood zone and floodplain elevation in which the project is located. The statement shall be signed, sealed and dated by the AlE of Record (Berenblum Busch). 5. Environmental Phase One and/or Phase Two Reports: Evidence showing that required environmental studies have been completed and sensitive site areas have been identified as required by F.S. 2310.193. 6. Asbestos Survey and Material Testing Report 7. Floor Plans: Floor plans showing points of the compass, overall dimensions, identity of each space, proposed door locations, accessibility for the disabled, occupant load of each space, proposed passive design Zaha Hadid: Schedule A 6181 and low energy usage features, possible community service areas any existing buildings and use, future additions, and phased construction. 8. Emergency Generator Location: Indicate location of emergency generator, fire pump room, electrical vault, mechanical rooms, elevator equipment and machine rooms, IT Closet, as and other Life Safety design features, if applicable. 9. Life Safety Plan: A life-safety plan showing exits, accessibility for the disabled, fire walls, fire resistance rated walls, protected corridors, smoke barriers, fire alarm systems, room names and numbers, or any other life- safety features relevant to the facility. The life-safety plan shall also show if a fire sprinkler system is proposed 10. Technical Specifications: Draft technical specifications in outline form, to be incorporated into the project. 11. Schedule of Unit Prices: Draft schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. 12. Statement of Probable Construction Cost: The submittal shall include the DESIGN PROFESSIONAL's Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall not-to-exceed Project budget. 13. Geotechnical Evaluation 14. Drainage Calculations 15. Traffic Impact Study Task 2.2.2: 60% Design Development Documents Requirements The 60% design development documents shall consist of the plan and profile view of all improvements, applicable sections and construction details. The CITY requires that the 60% design development documents continue the development of the 30% design submittal documents approved by the CITY and shall include but not be limited to the following design development drawings and documents at a minimum: 1. Topographic Survey 2. Demolition Plan 3. Civil Drawings 4. Landscape, Irrigation Plans and Site Lighting 5. Life Safety Plan 6. Architectural Plans: Exterior Building Elevations, Sections, Details, Interior Elevations, Enlarged Plans of Special areas with furnishings and equipment layouts (such as Building Lobby, Bathrooms, Offices, Stairways, Elevator etc), Reflected Ceiling Plans, Vertical Circulation Drawings and Details, $chedules and General Notes, 7. Structural Plans 8. Mechanical Plans 9. Fire Protection Systems 10. Electrical Plans Fire Alarm 11 . Photometric Plans 12. Plumbing Plans 13. Site Signage Plans 14. Garage Signage including Pedestrian and Traffic Signage Plans Zaha Hadid: Schedule A 612 Specialized Reports and Testing: The results of all the reports and tests including but not limited to geotechnical reports, structural calculations, drainage reports, material testing, environmental reports and testing shall be incorporated into the design documents and they shall identify proposed foundation design, structural shell design, roof and deck design and treatment, drainage, and if applicable method for removal of contaminated materials and/or soils. Technical Specifications: Specifications giving general description of finishes, materials, and systems, as required, to supplement and support the intent, quality and performance of the DESIGN PROFESSIONAL's design documents. Schedule of Unit Prices: Updated schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. Statement of Probable Construction Cost: The submittal shall include the DESIGN PROFESSIONAL's updated Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall not-to-exceed Project budget. The DESIGN PROFESSIONAL shall submit the 60% design to the CITY for distribution to City Departments and the Regulatory Agencies having jurisdiction over the Project, for review and comments. Said comments from the CITY shall be incorporated into the 90% design submittal. Task 2.2.3: 90% and 100% Design Development Documents Requirements The 90% design completion stage milestone shall consist of a near final construction document set including the front-end documents (general and supplemental conditions), technical specifications, and construction drawings for all Work. The DESIGN PROFESSIONAL shall include detailed construction sequencing restrictions for the CITY's review with this submittal. Prior to the preparation of the 90% design completion stage drawings, the DESIGN PROFESSIONAL shall incorporate changes to its design based upon review comments received, as noted in Task 2.3 below. In addition, the DESIGN PROFESSIONAL shall provide its "Definitive" Statement of Probable Construction Cost as defined by the American Association of Cost Engineers with this submittal to be consistent with the overall not-to-exceed Project Construction Cost Budget. Prior to 90% design, DESIGN PROFESSIONAL shall meet with appropriate regulatory agencies to evaluate the project compliance with regulatory requirements. The 100% design completion stage milestone shall consist of the 90% documents updated to include all constructability and design review comments, and regulatory agency comments. The DESIGN PROFESSIONAL shall provide its "Definitive" Statement of Probable Construction Cost, and unit price bid form, modified as needed, to reflect final permit and regulatory agency comments and modifications. In addition, the 100% plans shall be considered final, once the DESIGN PROFESSIONAL has achieved a City of Miami Beach Building permit and all other applicable permits necessary to commence construction of the Project. Deliverables: 1. Furnish six {6) sets each of the 30, 60, 90, and 100 percent design completion stage documents and Statements of Zaha Haclid: Schedule A 64>3 Probable Construction Cost to CITY, as applicable (three full size and three half size for each submittal). 2. Attend design progress meetings with CITY staff at the CIP offices as scheduled by the CITY. Schedule: See Schedule "E" -Project Schedule The DESIGN PROFESSIONAL shall respond in writing and revise the design I construction documents as necessary to reflect all comments from the Regulatory Agencies Having Jurisdiction over the Project and/or other CITY Departments within ten (10) business days of receipt of comments for the 30%, 60%, 90% and 100% design submittals or determine another mutually acceptable timeframe. Task 2.3 Design I Constructability I Value Engineering Review: To verify that the DESIGN PROFESSIONAL is in compliance with the required BOOR and CITY 's requirements, the CITY will conduct a series of design submittal reviews on all Project design documents, inclusive of cost estimates at the 100% and 90% completion stage submittals. Note that the 90% completion stage submittal will be utilized to initiate the CITY of Miami Beach Building Department permitting reviews, and the 100% design completion stage submittal will incorporate the review comments and will be used to procure permits from jurisdictional review agencies, and/or may be utilized to obtain pricing. The purpose of these reviews shall be to verify that the documents are consistent with the design intent as set forth in the approved Project Basis of Design Report (BOOR). These documents shall be furnished as bound 8-1/2-inch by 11-inch technical specifications and full-size (24-inch by 36-inch) and half size (11-inch by 17-inch) drawings (as noted in the Task 2.3 deliverables). The applicable CITY Departments shall perform reviews on these documents and provide written comments (in "Excel" spreadsheet format) back to the DESIGN PROFESSIONAL. Following receipt of comments by the DESIGN PROFESSIONAL, a meeting may be scheduled between the CITY and DESIGN PROFESSIONAL to discuss the intent and review of the comments. Subsequently, the DESIGN PROFESSIONAL shall address how each comment was acted upon, within ten (10) business days after the review session and/or receipt of the comments. The responses shall be in the spreadsheet format provided to the DESIGN PROFESSIONAL. The DESIGN PROFESSIONAL shall revise its documents to address all review comments. The CITY will perform constructability reviews of the design documents relative to value, construction sequencing, and bid format. These reviews shall be based upon 30, 608 90 and 100 percent design submittals received from the DESIGN PROFESSIONAL and shall be conducted concurrently but separately from the 30, 60, 90 and 100 percent design reviews noted above. These constructability review meetings shall be held to discuss the DESIGN PROFESSIONAL's proposed construction sequencing restrictions and bid formats. The CITY's review of the contract documents shall .not relieve DESIGN PROFESSIONAL from its responsibility to the CITY with regard to the quality and completeness of its contract documents. Deliverables: 1. Attend meetings with the CITY to review and discuss design constructability and value comments. 2. Prepare written responses to comments made during reviews within ten (10) business days after the review Zaha Hadid: Schedule A session Schedule: Complete concurrently with Design Phase schedule. Task 2.4 Cost Opinions: The DESIGN PROFESSIONAL shall prepare Statements of Probable Construction Cost for the 30, 60, 90 and 100 design completion stage submittals, as well as the final (100 percent) completion stage submittal. The accuracy of the cost estimate associated with the 30 percent completion stage shall be +30% to -110% (i.e. 30% over I 11 0% under the actual amount) "Budget" Level as defined by the American Association of Cost Engineers. The accuracy of the cost estimate associated with the 60, 90 and 100 percent completion stage submittals shall be a +110% to -10% (i.e. 11 0% over I 10% under the actual amount) "Definitive" Level Estimates as defined by the American Association of Cost Engineers. All estimates shall be submitted in Microsoft "Excel" format. All estimates shall be furnished bound in 8- 1/2-inch by 11-inch size. Based upon the DESIGN PROFESSIONAL's cost estimate or bids, the CITY will advise the DESIGN PROFESSIONAL if portions of the Project need to be deleted, phased and/or bid as alternate bid items to satisfy Construction Cost Budget (based upon DESIGN PROFESSIONAL's analysis and recommendations). In this effort, the DESIGN PROFESSIONAL may be required to attend a series of meetings and develop alternative cost savings options for CITY consideration, if the estimates show that the projected Project Construction Cost will exceed the Construction Cost Budget. The DESIGN PROFESSIONAL shall revise the contract documents to reflect necessary revisions to meet budget parameters at no additional cost accordingly. Deliverables: 1. Furnish three (3) sets of 30, 60, 90 and 100 percent completion stage Statements of Probable Construction Cost to CITY, in MS-Excel electronic disc format, concurrently with the design submittals noted in Task 2.3. 2. Attend meetings with the CITY to review and discuss cost estimates. This Task includes development of any required cost savings alternatives, and implementation I revision of documents to address such items, as necessary to meet established budget parameters. Schedule: Complete concurrently with Design Phase schedule. Task 2.5 Community Design Review Meeting The DESIGN PROFESSIONAL shall attend and participate in one (1) Community Design Review Meeting (CORM) to review the design progress and concept. The CITY shall schedule, find location for, and notify residents of said meeting. The DESIGN PROFESSIONAL shall prepare draft meeting minutes and forward them to the CITY, who shall review, f; provide comments and distribute accordingly. The DESIGN PROFESSIONAL shall prepare for, attend and present its documents at this meeting. Meeting shall be scheduled at the 90% design completion stage. Note that presentation format shall consist of a brief Power Point presentation to review Project status, plus review of actual full size plans for the project. The DESIGN PROFESSIONAL shall provide sufficient staff at the meeting to address concerns by residents at two (2) plan stations. It is, anticipated that the DESIGN PROFESSIONAL will attend one Pre-CORM meeting with CITY staff to review the proposed format of the presentation. Task 2.6 Document Revisions: The DESIGN PROFESSIONAL shall incorporate contract document revisions, as approved by the CITY and based upon the input provided by the residents at the CORM. Provided they are consistent with previous obtained approvals and do not represent an extensive change to project scope, size, design, price, etc. Zaha Hadid: Schedule A 6~ Task 2. 7 Permitting Reviews: DESIGN PROFESSIONAL shall prepare applications and such documents and design data as may be required to procure approvals from all such governmental authorities that have jurisdiction over the Project. The CITY will pay all permit fees. DESIGN PROFESSIONAL shall participate in meetings, submissions, resubmissions and negotiations with such authorities. DESIGN PROFESSIONAL shall respond to comments by such authorities within ten (10) business days of receipt of comments or determine another mutually acceptable timeframe. It is the intent of this scope of services that the DESIGN PROFESSIONAL be the responsible party for formally transmitting and receiving permits to and from the respective jurisdictional authorities. However, since the CITY is to track and monitor progress on the preparation and review of permits and subsequent requests for information, DESIGN PROFESSIONAL shall also copy the CITY on all permit related correspondence. This includes DESIGN PROFESSIONAL generated minutes from meetings held with related parties. It is recognized by CITY that the time period required for obtaining permits is beyond the control of the DESIGN PROFESSIONAL, except with regard to issues concerning the permit ability of the proposed design and the DESIGN PROFESSIONAL's ability to respond to permitting agency requests for information in a timely manner. At the time of scope preparation, governmental authorities that have or may have jurisdiction over Project have been identified as follows: • Florida Department of Environmental Protection • South Florida Water Management District • Miami-Dade Water and Sewer Authority • Miami-Dade Department of Public Works • Miami-Dade Department of Health and Rehabilitative Services • Miami-Dade Department of Environmental Resource Management • The CITY of Miami Beach Building Department • The CITY of Miami Beach Fire Department • The CITY of Miami Beach Planning Department • The CITY of Miami Beach Public Works Department • Florida Department of Transportation Notwithstanding the above, the CITY's failure to identify governmental authorities that have jurisdiction over the Project shall not relieve DESIGN PROFESSIONAL from its responsibility to assist the City in obtaining all required permits. Deliverables: 1. Correspond with noted jurisdictional authorities to establish permitting requirements. 2. Revise documents and respond to permitting inquiries as required. 3. Attend meetings with the CITY, and/or permitting agency staff as required to review, discuss and finalize permit procurement. Schedule: Complete concurrently with Design Phase schedule. Task 2.8 The DESIGN PROFESSIONAL's QA/QC of Design Documents: DESIGN PROFESSIONAL shall establish and maintain an in-house Quality Assurance I Quality Control (QA/QC) program designed to verify and ensure the quality, clarity, completeness, constructability and bid ability of its contract documents. Zaha Hadid: Schedule A 6:!J36 The CITY, at its discretion, may require that DESIGN PROFESSIONAL attend public meetings or meetings with CITY Staff to review the status and present results of its QA/QC efforts. Items to be addressed may include, but shall not be limited to, review of specifications by respective technical experts and a "Redi-check" type review of the documents to identify conflicts and inconsistencies between the various project disciplines. Provided that "Redi-check" technical experts or any other such effort is paid for by the City and is not part of basic scope of DESIGN PROFESSIONAL's Basic Services. TASK 3 -BIDDING AND AWARD SERVICES: The CITY, at its sole option and discretion, will be advertising for a General Contractor (GC) via an Invitation to Bid (ITB} or a Construction Manager at Risk (CMR) for Pre-construction Services I Guaranteed Maximum Price (GMP) Construction Contract to prosecute construction of the Project. The DESIGN PROFESSIONAL shall assist, advise and evaluate bids and/or the GMP Amendment(s) as required in the General Contractor's Contract or the Construction Manager at Risk Agreement (Schedule G), attached hereto and incorporated herein by reference. CITY shall transmit contract documents prepared by the DESIGN PROFESSIONAL to the CITY's Risk Management and Procurement Departments for verification of appropriate insurance, form and bonding capacity requirements. Various departments within CITY (Risk Management, Procurement and the City Attorney's Office) have non-technical review responsibility for the Construction Contract Documents. DESIGN PROFESSIONAL shall attend the Technical Review Panel meeting convened by the CITY to interview the General Contractor or CMR and/or sub-contractors and evaluate their submittals. DESIGN PROFESSIONAL's role will be to provide any relevant technical information and address technical questions, as may be needed by CITY staff during the bid evaluation process. Task 3.1 Construction Contract Document Review: DESIGN PROFESSIONAL shall assist the CITY during the bid and award phase of the Project's construction contract. The CITY shall transmit contract documents prepared by DESIGN PROFESSIONAL to the CITY's Risk Management, Legal and Procurement Departments for verification of appropriate insurance, form and bonding requirements. DESIGN PROFESSIONAL shall assist CITY in this effort by providing (1) one electronic copy of the complete contract documents set (drawings and specifications). Task 3.2 Bid Document Delivery: D~SIGN PROFESSIONAL shall provide the CITY and GC or CMR with reproducible, camera ready, sets of contract documents for each bid package. The CITY Procurement Department shall reproduce documents and handle the advertising, distribution, sale, maintenance of plan holder lists and other aspects of bid document delivery to prospective bidders. Task 3.3-Pre-Bid Conference and Bid Opening: The CITY and the GC or CMR shall conduct one or more pre-bid conferences. DESIGN PROFESSIONAL shall attend the pre-bid conference and bid opening for each phase of this Project and review, and advise the CITY accordingly. DESIGN PROFESSIONAL will prepare meeting agenda and draft meeting minutes. DESIGN PROFESSIONAL shall attend and participate in as many pre-bid conferences and bid openings as may be required. Zaha Hadid: Schedule A 61147 Task 3.4 -Addenda Issuance: DESIGN PROFESSIONAL shall provide the CITY timely responses to all inquiries received from the CITY from prospective bidders by preparing written addenda. Format for addenda shall be as provided to DESIGN PROFESSIONAL by CITY. These queries and responses shall be documented and a record of each shall be transmitted to the CITY within 48 hours. DESIGN PROFESSIONAL shall prepare and distribute necessary addenda as approved by the CITY. The CITY will consolidate responses and prepare and distribute the addenda to all plan holders of record accordingly. Task 3.5 Subcontract Bid Evaluation and Bid Opening: DESIGN PROFESSIONAL shall coordinate with the GC or CMR the process for evaluation, review and acceptance of the subcontract bidding. The DESIGN PROFESSIONAL shall be present with the CITY and GC or CMR when the bids are opened and shall evaluate and make recommendations to the CITY regarding the acceptance and award of bids to qualified responsive and responsible subcontractors. DESIGN PROFESSIONAL shall evaluate the bids for completeness, responsiveness and price, including alternative prices and unit prices, and shall make a formal recommendation to CITY with regard to the award of contract. Non- technical bid requirements shall be evaluated by others. This scope of services includes no additional allowance for DESIGN PROFESSIONAL's time to assist the CITY in the event of a bid protest. To the extent DESIGN PROFESSIONAL's services are required in the event of a bid protest; this shall be considered an Additional Service. Task 3.6 Guaranteed Maximum Price (GMP) Construction Contract Award or Hard Bid /ITB Construction Award: DESIGN PROFESSIONAL shall provide three (3) sets of construction contract documents, inclusive of addenda, for execution by the CITY and the GC or CMR within ten (10) business days or a mutually acceptable time period of request, as approved by the CITY. Task 3.7 As-Bid Contract Documents: After the contract award and prior to the pre-construction conference, the DESIGN PROFESSIONAL shall prepare "As-Bid" construction contract documents which, at a minimum, shall incorporate the following items into the construction contract documents: • GC or CMR bid submittals, including but not limited to, bid proposal, insurance, licenses, etc. • Amend I modify front-end documents and I or technical specifications to incorporate changes made via contract addenda. • Revise construction contract drawings to include modifications I revisions incorporated via contract addenda. The DESIGN PROFESSIONAL shall prepare As-Bid construction contract documents and reproduce sets as requested, for distribution to the CITY within ten (10) business days or a mutually acceptable time period, as approved by CITY, after CITY Commission approval. The following apply to Task 3.1 through 3.7: Zaha Hadid: Schedule A Deliverables: 1 . Attend and participate in pre-bid conferences and bid openings. 2. Respond to questions from prospective bidders and prepare addenda for distribution by others on a same day basis and no later than 48 hours or a mutually acceptable timeframe. 3. Prepare recommendation of award letter 4. Provide sets of contract documents for contract execution 5. Prepare As-Bid contract documents reproduce sets and forward to the CITY. Schedule: See Schedule "E": Project Schedule TASK 4 CONSTRUCTION ADMINISTRATION SERVICES The DESIGN PROFESSIONAL shall perform the following tasks related to the construction administration of the Project. These tasks shall be performed during the duration of all construction. DESIGN PROFESSIONAL's compensation includes construction administration for the duration (through completion and issuance of final certification) of the Project. DESIGN PROFESSIONAL's construction administration services tasks shall be required during the duration of all construction (through Project completion and final certification) at the negotiated total amount which is based on a monthly rate for an anticipated duration. Beyond this anticipated duration, agreed rates apply for Additional Services, pursuant to Schedule B. No over-time rates will be considered. The use of E-Builder software will be implemented during the construction phase of this Project and will be used by CITY staff, the Contractor, and the DESIGN PROFESSIONAL for Project document management and tracking purposes. DESIGN PROFESSIONAL will be required to electronically archive into E-Builder scanned copies of: DESIGN PROFESSIONAL transmittals; approved/rejected submittals and shop drawings; responses to requests for information, contract document clarifications, requests for proposals; field orders; field measurement forms and pay application review comments; notices of contractor non-compliance; contractor permits, notices to proceed, inspection reports and photographs; daily work log and Daily Construction Observation Forms; pre/post construction digital photographs; materials sampling and test results and reports; certificates of substantial and final completion, and any and all <?Orrespondence, reports, logs and documents associated with Project management, construction administration, and Resident Project Representative activities associated with the construction and final certification of the Project. The E- Builder software license expense will be a reimbursable item and the required training for this software will be facilitated by the CITY. Task 4.1a Pre-Construction Meeting: The DESIGN PROFESSIONAL shall attend one (1) pre-construction meeting with CITY and Contractor. The DESIGN PROFESSIONAL will prepare and distribute agenda and subsequent meeting minutes to all attendees and other appropriate parties. Deliverables: 1. Attend and participate in pre-construction meeting. 2. Prepare agenda and meeting minutes. Schedule: As scheduled by CITY after issuance of Task 4 Notice to Proceed. Zaha Hadid: Schedule A 6~ Task 4.1 b: Pre-Construction Kick-off Meeting with Residents: DESIGN PROFESSIONAL shall prepare, attend and conduct one (1) pre-construction meeting with the residents. The purpose of this meeting shall be to introduce the Contractor to the residents, as well as have the DESIGN PROFESSIONAL present a Power Point overview of anticipated construction sequencing, conditions to be expected, and other issues that may be of concern to residents, as either addressed at the meeting, or the pre-meeting with CITY representatives (that is to be held to review the content of the presentation with the DESIGN PROFESSIONAL prior to the meeting). Task 4.2 Weekly Construction Meetings: The DESIGN PROFESSIONAL shall attend weekly construction meetings with the Contractor and applicable CITY staff for the duration of the Project. The purpose of these meetings shall be to review the status of construction progress, shop drawing submittals, and contract document clarifications and interpretations. These meetings shall also serve as a forum for discussion of construction issues, potential changes I conflicts and any other applicable matters. The meetings may include site visits to visually observe I address construction related concerns that may result from discussion during the construction meeting. These site visits shall be separate and distinct from the "Specialty Site Visits" under Task 4.6. The DESIGN PROFESSIONAL will prepare meeting minutes and distribute to all attendees and other appropriate parties. Site visits and observations are not intended to be an exhaustive check or detailed inspection of the Contractor's work but rather are to allow the DESIGN PROFESSIONAL to become generally familiar with the Work in progress and to determine, in general, if the Work is proceeding in accordance with the Contract Documents. Based on field observations and other construction related activities, the DESIGN PROFESSIONAL shall identify and document observations, field conditions, Contractor performance related items, and other risks/concerns that may impact the cost and timely delivery of the Project, and the expectations of the CITY, as well as the Contractor's plans and recovery schedule to mitigate those risks and meet contractual obligations. Deliverables: 1. Attend and participate in weekly construction progress meetings. 2. Prepare meeting minutes and distribute same within 48 hours of construction meeting to document construction activities as stated above. 3. Issue non-compliance notices to the Contractor, and log into theE-Builder software program, as warranted. 4. Archive all relevant documents, transmittals and correspondence into E-Builder, as previously noted. Schedule: Weekly throughout the Project duration. Task 4.3 Contractor's Submittals and Shop Drawings The DESIGN PROFESSIONAL shall review and approve or take other appropriate action on the contractor submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, fabrication processes, construction means and methods or coordination of the work with other trades, all of which are the sole responsibility of the Contractor. Review of a specific item shall not indicate that the DESIGN Zaha Hadid: Schedule A 6l'O PROFESSIONAL has reviewed the entire assembly of which the item is a component. The DESIGN PROFESSIONAL shall not be responsible for any deviations from the Construction Documents not brought to the attention of the DESIGN PROFESSIONAL in writing by the Contractor. The DESIGN PROFESSIONAL shall not be required to review partial submissions or those which submissions of correlated items have not been received. The DESIGN PROFESSIONAL will receive, log and distribute Contractor submittals and shop drawings for review. The DESIGN PROFESSIONAL shall have ten (10) business days from the time of receipt in its office, to review and return submittals and shop drawings to the Contractor. The CITY will hold the DESIGN PROFESSIONAL directly responsible for any impacts resulting from untimely review of submittals. 4.3.1 The DESIGN PROFESSIONAL shall review and approve (or disapprove and require modifications to) the Contractor's document submittal schedule. 4.3.2 The DESIGN PROFESSIONAL shall review and evaluate product data and samples, schedules, shop drawings, and other submissions for conformance with the design requirements of the Project(s), applicable codes and ordinances, Project Specifications and the Construction Contract Documents. 4.3.3 The DESIGN PROFESSIONAL shall conduct reviews and evaluations and respond appropriately with reasonable promptness in order to cause no delay to the progress of the Project(s), as outlined in the Contractor's approved document submittal schedule, but in any event, DESIGN PROFESSIONAL's action will be taken not later than ten (10) business days from Contractor's submittal. The DESIGN PROFESSIONAL shall review and either return without exceptions, or with noted comments, reject, or take other appropriate action upon a Contractor's submittal. The DESIGN PROFESSIONAL's action shall be taken with such reasonable promptness so as to cause no delay to the progress of the Project(s), as called for in the Contractor's approved document submittal schedule, while allowing sufficient time in the DESIGN PROFESSIONAL's professional judgment to permit adequate review. If the DESIGN PROFESSIONAL rejects a submittal, the DESIGN PROFESSIONAL shall state, in writing, the grounds for rejection. 4.3.4 If the DESIGN PROFESSIONAL is required to review a submittal more than two (2) times due to an incomplete or incorrect submittals by the Contractor, an appropriate Change Order may be issued by the DESIGN PROFESSIONAL deducting a sum reasonably sufficient to compensate the DESIGN PROFESSIONAL from payments due or to become due to the Contractor as compensation for the DESIGN PROFESSIONAL's additional expenses and services made necessary by the Contractor's submission of incomplete or incorrect submittals. The DESIGN PROFESSIONAL shall notify the PM within three (3) business days of a second submittal rejection. 4.3.5 The DESIGN PROFESSIONAL shall prepare change order items for the City's action in a timely manner in order to cause no delay to the progress of the Project. DESIGN PROFESSIONAL's action will be taken no later than seven (7) business days from the CITY's request to process change order. 4.3.6 The DESIGN PROFESSIONAL shall assemble, for transmittal to the CITY, the various documents required by contract from the Contractor including, but not limited to, shop drawings, guarantees, warranties, operation and maintenance manuals, releases of claim and as-built documents. Zaha Hadid: Schedule A 6i!l1 Deliverables: 1. Review and approve, require modifications, or reject, submittals and shop drawings and return them to the CITY and/or Contractor. 2. Archive all relevant documents, transmittals and correspondence into E-Builder, as previously noted. Schedule: Ongoing throughout Project duration. Task 4.4 Substitutions The DESIGN PROFESSIONAL shall review and evaluate in a timely manner, for the CITY's review and approval, substitutions proposed by the Contractor for conformance with the Construction Documents and shall recommend substitutions only when it can be demonstrated that the item specified or its successor is no longer available for purchase or that the substitution provides a clear benefit to the project as jointly determined by CITY and DESIGN PROFESSIONAL in performance, quality, aesthetics and/or price. The DESIGN PROFESSIONAL is not required to act on any request for substitution that is not submitted within forty-five (45) business days of execution of the Construction Contract, except for good cause shown or unless requested by th~a CITY; if so, the cost thereof, including compensation for the DESIGN PROFESSIONAL's additional services and expenses made necessary by such request for substitutions may be deducted from any amount due or to become due to the Contractor from the CITY. Task 4.5 Quality Control The DESIGN PROFESSIONAL shall make a reasonable effort to evaluate materials and/or workmanship for conformance with Construction Contract Documents, evaluate quality control testing reports, advise the Contractor and the CITY immediately of any unacceptable materials and/or workmanship the DESIGN PROFESSIONAL may discover. The CITY recognizes and accepts that the DESIGN PROFESSIONAL shall have no responsibility or control over the Contactor's work nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractor. Task 4.6 Requests for Information I Contract Document Clarification {RFis I CDCs): The DESIGN PROFESSIONAL will receive, log and process all RFis I CDCs. Whenever an RFI involves the interpretation of design issues or design intent, the DESIGN PROFESSIONAL shall prepare a written response within three (3) business days and return it to the CITY. In addition, should certain items within the contract documents require clarification, the DESIGN PROFESSIONAL may be requested by the CITY to prepare and forward CDCs. The CITY will hold the DESIGN PROFESSIONAL directly responsible for any impacts resulting from untimely responses. However, if the Contractor's request for information, clarification or interpretation are, in the CITY and DESIGN PROFESSIONAL's opinion, for information readily apparent from reasonable observation of field conditions or a review of the Construction Documents, or are reasonably inferable therefrom, the DESIGN PROFESSIONAL shall be entitled to reasonable compensation for Additional Services for the DESIGN PROFESSIONAL's time spent responding to such requests. The CITY'S opinion in this matter shall be final. Zaha Hadid: Schedule A 6!2 Deliverables: 1. Respond to those RFI's that involve design interpretations and return to CITY. 2. Issue CDC's as required. Respond I process RFPs as required. 3. Provide RFI, CDC and other construction management logs. 4. Archive all relevant documents, transmittals and correspondence into E-Builder, as previously noted. Schedule: On-going throughout Project construction duration Task 4.7 Requests for Changes to Construction Cost and/or Schedule: The DESIGN PROFESSIONAL will receive, log and evaluate all requests for Project cost and/or schedule changes from the CM and report such to the CITY at the weekly progress meetings at a minimum. The DESIGN PROFESSIONAL shall distribute and update the Change Order log at each progress meeting. Changes may be the result of unforeseen conditions or interferences identified by the Contractor during the routine progress of work, inadvertent omissions (betterment) issues in the contract documents, or additional improvements requested by the CITY or DESIGN PROFESSIONAL after approval of the GMP Amendment(s) by the CITY Commission. Regardless of the source, DESIGN PROFESSIONAL will evaluate the merit of the claim as well as the impact of the potential change in terms of Project cost and the schedule. DESIGN PROFESSIONAL will review claims and I or change order requests with CITY. No claims assistance services are included under this task. Deliverables: 1. Perform independent review of request for cost increase and/or time extension. 2. Coordinate and participate in meetings, as required, with the CITY and Contractor to resolve and/or negotiate the equitable resolution of request. To the extent that the Change Order is not generated by an error or omission of the DESIGN PROFESSIONAL, the DESIGN PROFESSIONAL shall be compensated for such additional work. 3. Provide written opinion and I or recommendation upon request. 4. Prepare change order documentation in AlA format with supporting documentation. 5. Archive all relevant documents, transmittals and correspondence into E-Builder, as previously noted. Schedule: Ongoing throughout Project duration Task 4.8 Mandatory Specialty Site Visits The DESIGN PROFESSIONAL shall be required to perform the following mandatcYty site visits that shall occur during the following stages of construction (as applicable to the scope of work of this Project) and shall be conducted by the appropriate professional DESIGN PROFESSIONAL's sub-DESIGN PROFESSIONALs. A. Site preparation/underground utilities/demolition: 1. Clearing, demolition & debris removal 2. Site utilities, excavation & installation 3. Site Drainage B. Foundations and ground floor slab {By Special Inspector) 1. Foundation excavation Zaha Hadid: Schedule A 6~ 2. Reinforcement placement 3. Foundations-pouring 4. Ground floor slab - reinforcement 5. Underground utilities before backfilling occurs C. Structural framework: General Observations (By Special Inspector) 1. Reinforcement concrete - reinforcement sizing & spacing before pouring, based on approved reinforcing steel shop drawings 2. Steel -connections, welds, bolts & fireproofing D. Exterior closure: 1. Exterior walls -attachment to foundation, expansion joints, stucco and paint (By Special Inspector) 2. Windows/glass-installation, method of attachment (By Special Inspector) 3. Doors-flashing, installation, hardware, hold E. Roof structure and accessories: 1. Roof slab by (Special Inspector) 2. Roof insulation & flashing 3. Final roofing material & accessories F. Interior Build-Out (rough-in): 1. Interior walls & ceilings -insulation, bracing, fire rating 2. Fixtures & equipment-backing, rough-in 3. Floors & substrate 4. Electrical system rough-in, conduit, boxes, raceways 5. HVAC system rough-in, chilled lines, ductwork, dampers, insulation 6. Plumbing system, backing, fittings, clean-outs, traps 7. Fire alarm & security system rough-in, conduit, boxes, raceways G. Interior build-out (finish): 1. Building finishes 2. Cabinetry work & shelving 3. Floors 4. Walls 5. Ceilings 6. Accessories 7. HVAC, controls, grilles, equipment, fire dampers 8. Plumbing-fixtures, grab bars, valves & drains 9. Electrical-fixtures, outlets, switch, safety switches, fire alarm & P.A. system 10. Safety-to-Life systems Zaha Hadid: Schedule A 6214 H. Final exterior work: 1. Paving, slope, drainage, striping & curbs 2. Landscaping -irrigation, planting material, grades 3. Stucco/paint, cracks, caulking, flashing, expansion joints 4. Walkways-drainage I. Final punch-list/close-out: 1 . Punch-lists 2. Project close-out 3. Instruction manuals 4. Substantial Completion Form 00921 0 5. Certificate of Final Payment Form 0926 J. Warranty Phase: 1. Warranty period visit 2. Review and certify visit K. Post-Occupancy Evaluation. After each Site Visit, the DESIGN PROFESSIONAL, and/or the DESIGN PROFESSIONAL's sub-consultants, shall complete and submit to the CITY, a report ("Site Visit Report") which shall, at minimum, contain the following information: 1. Site Visit report number; 2. CITY, Facility name, Project title, Project number and location; 3. Name of contractor/subcontractor; 4. Start and finish time of Site Visit and weather conditions; Project site administrator sign-in and sign-out; 5. Personnel on-site, by trade; 6. Progress/quality of work by trade; 7. Photographic record with captions (digital format); and 8. Remarks/Actions On the basis of Site Visit observations, the DESIGN PROFESSIONAL shall inform the CITY and the Contractor within five (5} business days, in writing, of the progress (or lack of progress) and quality of the Work and the DESIGN PROFESSIONAL shall endeavor to guard the CITY against defects and/or deficiencies in the Work. The DESIGN PROFESSIONAL shall have access to the Work at all times, whether it is in preparation or progress, in order to meet its responsibilities and obligations under the agreement. The DESIGN PROFESSIONAL shall not be responsible for any acts or omissions of the Contractor, any subcontractor, any entity performing any portions of the Work or any agents or employees of any of them. The DESIGN PROFESSIONAL does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. Zaha Hadid: Schedule A 6225 Task 4.9 Certification for Payments All payments shall be processed in accordance with the requirements of the General Conditions of the Contract Documents and Florida's Local Government Prompt Payment Act in effect at the time the payments are being processed. The DESIGN PROFESSIONAL shall review the Contractor's notarized requisitions for payment, the schedule of values, as-builts, subcontractor partial releases and the Project schedule(s) as required by the General Conditions of the Contract for Construction. The DESIGN PROFESSIONAL shall determine the amounts, which, in the DESIGN PROFESSIONAL's opinion, should be paid to the Contractor and shall recommend for CITY's approval certificates for payments in such amounts. These certificates will constitute a representation to the CITY, based on-site observations by all appropriate Designated Specialists for architectural and engineering disciplines and on the data comprising the application for payment that the Work has progressed to the point indicated. By recommending a certificate for payment consistent with the Contract Documents, the DESIGN PROFESSIONAL shall also represent to the CITY that, to the best of the DESIGN PROFESSIONAL's professional knowledge, information and professional judgment, the quality of work is in general accordance with the Construction Contract Documents, unless th~ CITY has been notified to the contrary in writing. Prior to issuing certification for payment, the DESIGN PROFESSIONAL shall review the status of Contractor's Construction Documents, As-Builts, and Project Schedules and verify that the Construction Documents, As-Builts, and Project Schedules are up-to-date and accurate to the extent visual observation of construction will disclose. The DESIGN PROFESSIONAL shall also confirm that, after the first application for payment, each subsequent application shall be accompanied by subcontractor partial lien releases fully accounting for subcontractor payments due for the previous application. If the Construction Documents, As-Builts, and/or Project Schedule(s) are not up-to-date and/or accurate, the DESIGN PROFESSIONAL shall include in its certification for payment a statement that the Construction Documents, As-Builts, and/or Project Schedule(s) are not up-to-date. In such event, the CITY may: Reject the partial or final requisition for payment due Contractor until DESIGN PROFESSIONAL verifies that the Construction Documents and/or Project Schedule(s) are up-to-date and accurate. The DESIGN PROFESSIONAL's certification is a representation by DESIGN PROFESSIONAL to the CITY that all required items noted herein are submitted and proper and serves as a recommendation for payment only. The DESIGN PROFESSIONAL shall make every reasonable effort to process the Contractor's requisitions for payment in accordance with the timelines established in the General Conditions of the Contract for Construction. : \ Task 4.10 Substantial Completion The DESIGN PROFESSIONAL, upon notification by the Contractor that the Work is substantially complete and ready for substantial completion, including, but not limited to all "Life Safety Standards", shall promptly conduct inspections to determine the date or dates of substantial completion for the Work. If the DESIGN PROFESSIONAL determines that in Zaha Hadid: Schedule A 6!6 the DESIGN PROFESSIONAL's opinion the Work has reached substantial completion and the Work is ready for inspection, the DESIGN PROFESSIONAL shall provide written notice to the CITY and the Contractor. The DESIGN PROFESSIONAL, including its engineers and DESIGN PROFESSIONALs, the CITY and the Contractor shall participate in a walk-through to inspect the Work. At the conclusion of the Inspection, the Work will be determined as follows: • Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in accordance with the Contract Documents. • Substantially Complete: If it is determined that the Work has achieved Substantial Completion, this is the date for contract purposes, that liquidated damages end and the DESIGN PROFESSIONAL will prepare a consolidated Substantial Completion Punchlist which will incorporate all punchlists prepared by participants in the walk-through. The Substantial Completion Punchlist will be provided to the Contractor within fifteen (15) calendar days of the Inspection. The Contractor shall complete the Substantial Completion Punchlist within thirty (30) calendar days of its receipt and provide written notice to the DESIGN PROFESSIONAL that the Work is ready for final inspection and acceptance inspection and acceptance. If the Substantial Completion Punchlist is not completed and the Project(s) accepted within thirty (30) calendar days of its receipt from the DESIGN PROFESSIONAL without good cause shown, damages will be assessed as described in the Contract Documents and such other consequences as allowed by contract and at law shall be employed. • Not Substantially Complete: If the DESIGN PROFESSIONAL determines that the Work has not achieved Substantial Completion, the DESIGN PROFESSIONAL will notify the Contractor in writing of the deficiencies within ten (10) calendar days of the Inspection. Task 4.11 Final Completion and Final Payment 4.11.1 Upon receipt of written notice that the Work is ready for Final Inspection and Acceptance and upon receipt of a final Requisition for Payment or at completion of the thirty (30) day punchlist period, whichever is earliest, the DESIGN PROFESSIONAL, its engineers and other consultants, the CITY and the Contractor shall participate in a walk-through to inspect the Work. At the conclusion of the inspection, the Work shall be determined to be as follows: • Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in accordance with the Contract Documents. • Not Finally Complete: If it is determined that the Work has not achieved Final Completion, the DESIGN PROFESSIONAL shall prepare a Final Completion Punch-list and Final Completion shall be achieved in accordance with the Contract Documents. If after the preparation of an initial Final Inspection Punch-list additional legitimate Punch-list items are identified, the CITY may, at its option, address the additional Punch-list items as items under guarantee. After all Final Inspection Punch-list items have been completed, the DESIGN PROFESSIONAL will recommend to CITY acceptance of the Project(s) and make recommendations regarding the Contractor's final pay request. Acceptance occurs on the date that the CITY determines the Project(s) is(are) complete, including the proper and complete submittal of all warranties, manuals, and other closeout documents, and no work remains to be performed. Zaha Hadid: Schedule A 6!7 Task 4.12 Record Documents After construction is completed, the DESIGN PROFESSIONAL utilizing record data provided by the Contractor along with the DESIGN PROFESSIONAL's own record data, shall revise and update the original construction contract documents showing all changes made by addenda, substitutions, change orders or field instructions during construction. After the original construction contract documents have been updated by the DESIGN PROFESSIONAL to conform to the record data, and the CITY has reviewed and approved these record documents, the DESIGN PROFESSIONAL shall verify the following submittal requirements and furnish to the CITY: 4.12.1 One electronic copy and four (4) sets of full size blue line drawings of the updated record drawings. 4.12.2 The Contractor's marked-up record field set of drawings and a new, final survey, if applicable, of the Project(s) furnished to the DESIGN PROFESSIONAL by the Contractor. 4.12.3 Four (4) sets of the annotated (updated) Project Specifications indicating on all sections, the requirements of which have been changed by addenda, by substitutions or by change orders, the addendum item, the substitution or the change order which effected the change. Each Project Specification set shall include copies of all referenced written addenda, substitutions, change orders or other documents that delineate the change. 4.12.4 Four (4) copies of all maintenance and operations manuals, and equipment and product warranties. 4.12.5 One (1) set of approved shop drawings. Task 4.13 Occupancy During the final completion process, the DESIGN PROFESSIONAL shall notify the CITY when, based upon the DESIGN PROFESSIONAL's observation, the Project(s) is(are) sufficiently complete to allow occupancy by the CITY. Occupancy by the CITY at any time during the correction of punch-list items shall not alter the schedule or responsibilities of the DESIGN PROFESSIONAL regarding completion. Task 4.14 Project Closeout At Substantial Completion, the DESIGN PROFESSIONAL shall immediately commence closeout of the Project(s), finalizing all aspects of the construction phase, including: obtaining from the Contractor all required submittals, such as marked-up record documents, warranties, operating and maintenance manuals, releases of claim; updating and submitting record documents; verifying the Contractor's completion of punch-list items; assisting the CITY with respect to the final inspection and certificate of occupancy by the CITY's Building Department, Fire, Planning, Public Works, and any other agency that has jurisdiction over the Project including satisfactorily responding to all comments which apply to the DESIGN PROFESSIONAL and the DESIGN PROFESSIONAL's work.; completing the processing of any remaining contract change orders; evaluating the assessment of liquidated damages, if any, and reviewing and processing final payment(s) to the Contractor. The DESIGN PROFESSIONAL shall certify that, to the best of the DESIGN PROFESSIONAL's professional knowledge and belief, no asbestos-containing building material (ACBM) was specified for, or was used in the construction of the Project. Project closeout shall be completed within sixty (60) calendar days after acceptance of the completed Project. The Project closeout as defined by this section, either by the completion of the duties required herein or the sixty (60) day requirement identified herein, shall be the date of the completion of the AlE AGREEMENT for purposes of payment, assessment of damages incurred by the CITY, determination of extended contract administration if any, or any other Zaha Hadid: Schedule A 628 claims by the DESIGN PROFESSIONAL, insurance, and such other events or activities which require a date of contract completion to be made effective. Deliverables: 1. Receive Contractor Substantial Completion notification. 2. Coordinate and attend field meetings to review Substantial Completion. 3. Prepare and verify that punch lists are completed. 4. Certify Project completion to appropriate agencies. 5. Receive from Contractor original permit set, red-lined "as-built" drawings in a form acceptable to the City. 6. Prepare electronic record drawings and certify Project as complete per applicable jurisdictional requirements. ?.Submit five (5) full size copies of final as-built record drawings with applicable certifications of completion. 8.Submit final as-built record drawings electronically in CD format. 9.Submit final Project photographs I aerials. Provided these have been submitted by Contractor DESIGN PROFESSIONAL to provide Close-Out Book with the following information: 1. Permits: Complete final permit inspection sign-offs; ensure that all permits are closed, provided that the permits have been completed by contractor 2. Certification of Project Completion that Project was built, to the best of DESIGN PROFESSIONAL'S professional knowledge, in accordance with plans and specifications. 3. Change orders: Provide all finalized change order information, including funding. 4. Punch list: Provide complete list, including date item closed. 5. Certificate of Substantial I Final Completion 6. Operating and Maintenance Manuals, provided these are submitted by Contractor 7. Pay applications 8. Final Waiver and Releases of Lien I Consent of Surety, provided these have been submitted by contractor 9. Material testing log, provided these have been submitted by contractor 10. Permit fees log, provided these have been submitted by contractor 11. Record drawing log, provided these have been submitted by contractor Schedule: On-going throughout duration of Project. Task 4.15 Warranty Administration/Post Project Services: The DESIGN PROFESSIONAL shall assist the CITY with the coordination of requested warranty work. This assistance shall be provided for a period of up to one (1) year following Final Completion and acceptance of the Project by the CITY, or the issuance of the Final Payment, whichever occurs latest. Deliverables: 1. Assist the CITY with warranty work completion. Schedule: Up to one (1) year following Final Completion and acceptance of the Project by the CITY, or the issuance of the Final Payment, whichever occurs latest. Zaha Hadid: Schedule A 6!9 TASK 5 OTHER SERVICES The following services and Designated Specialists shall be included as part of the Basic Services: Task 5.1 Parking and Transportation Consultant The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a professional Parking and Transportation Consultant to provide expertise and design input regarding the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.2 Traffic Impact Study The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of an engineer to provide a traffic impact study within the parameters established by the City for the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.3: Environmental Assessments The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of an engineer to provide a Phase One Environmental Site Assessment Report and/or Phase Two Environmental Site Assessment Report within the parameters established by the City for the Project to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.4 Threshold Inspection and Special Inspection Services The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a licensed threshold inspection and special inspection services professional, as required by the Florida Building Code and/or the City of Miami Beach Building Department for the Project, to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.5 Surveying: The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a licensed surveyor(s) to prepare a topographical survey within the Project limits to meet the intent of the approved Project Scope. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.6 Underground Utility Verification: The DESIGN PROFESSIONAL shall contract the services of an underground utility location service to perform additional vacuum extraction excavations, as needed, in an effort to better identify existing underground conditions where work is to be performed. Actual locations shall be as directed by the DESIGN PROFESSIONAL, subject to CITY review and acceptance. Proposals for these services shall be submitted to the CITY for review and approval. Task 5.7 Geotechnical The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a geotechnical firm to perform boring I test excavations as necessary to adequately define the soil characteristics for the purposes of design. Proposals for these services shall be submitted to the CITY for review and approval. Zaha Hadid: Schedule A 63{) Task 5.8 Asbestos Survey The DESIGN PROFESSIONAL shall arrange for and coordinate the efforts of a geotechnical firm to perform a demolition asbestos containing materials and HAZMAT survey for the existing facilities at the Project site. Proposals for these services shall be submitted to the CITY for review and approval. The DESIGN PROFESSIONAL shall negotiate a fair and equitable agreement with each of the Designated Specialists based on the terms and conditions of this AGREEMENT. The DESIGN PROFESSIONAL may choose additional specialists, for which prior written notice to the CITY shall be given, but shall not terminate or replace those originally designated without the prior written approval of the CITY and without a signed and sealed or notarized release from the Designated Specialist being replaced or justification acceptable to the CITY that such a release is not obtainable. The DESIGN PROFESSIONAL's agreement(s) with its Designated Specialists shall specifically require the Designated Specialists to visit the Project(s) during construction, as part of their comprehensive services, in order to guard the CITY against deviations by the Contractor from requirements of the Contract Documents. The DESIGN PROFESSIONAL shall be responsible for all the work of the DESIGN PROFESSIONAL's organization and_ that of the DESIGN PROFESSIONAL's Designated Specialists. In the required effort to avoid errors and omissions in the Construction Documents, special attention shall be given by Designated Specialists to the coordination of their work with that of others. However, the final responsibility for such coordination rests with the DESIGN PROFESSIONAL. Nothing contained in the AGREEMENT shall create any contractual relationship between the CITY and any of the Designated Specialists working for the DESIGN PROFESSIONAL. It shall be understood that the DESIGN PROFESSIONAL is in no way relieved of any responsibility under the terms of this AGREEMENT by virtue of the performance or non-performance of required services by any Designated Specialist who may associate with the DESIGN PROFESSIONAL in performing the work. ADDITIONAL SERVICES No Additional Services are envisioned at this time. However, if such services are required, they shall be requested by CITY and negotiated in accordance with Agreement requirements pursuant to the hourly rates identified in Schedule "C". Note that a separate Notice to Proceed is required prior to performance of any work or services not expressly required by this Scope of Services. If DESIGN PROFESSIONAL proceeds with "out of scope" work or services, without proper authorization, it does so at its own risk. REIMBURSABLE EXPENSES Reproduction Services: The DESIGN PROFESSIONAL shall be reimbursed at the usual and customary rate for reproduction of reports, contract documents, renderings, models and miscellaneous items, as may be requested by the CITY. Unused amounts in this allowance shall be credited back to the CITY at the completion of the Project. Travel and Subsistence: Travel and Subsistence is included as part of the Compensation under the AGREEMENT/ or Basic Services. Zaha Hadid: Schedule A 6~ RECORDS RETENTION The DESIGN PROFESSIONAL shall retain all financial and design documentation related to the Project for a minimum of four (4) years after completion of the AGREEMENT, or for such longer period as may be required by law. Minimum Drawing Requirements The composite set of drawings to be produced shall contain sufficient information and detail to clearly define all proposed improvements in terms of quantity, quality and location. The DESIGN PROFESSIONAL shall propose a drawing list to be reviewed and approved by the CITY. Site Plans • Existing Conditions -Site Survey -to include property lines, existing grade I topography, sidewalks, pavement areas, landscaping, site improvements, buildings, dimensions of buildings, fencing, lighting, overhead and underground utilities, etc. • Demolition -Clearly depict existing conditions to be demolished or modified. • Proposed improvements -Clearly depict all new design elements including sidewalks, pavement areas, landscaping, buildings, fencing, lighting, utility modifications, replacements, and additions, etc. • Enlarged site plans -Where necessary to clearly define Project requirements, provide enlarged site plans for specific areas of improvement. Building Drawings All buildings to be demolished, renovated or constructed shall be detailed in the Project drawings in sufficient detail to clearly and thoroughly depict the intended improvements or modifications and shall at a minimum include drawings for all involved disciplines: Architectural, Civil, Structural, Mechanical, Electrical, Plumbing, and Landscape Architecture. Drawings shall be organized by building and by discipline. THIS IS A LUMP SUM CONTRACT. Zaha Hadid: Schedule A SCHEDULE A-1 OUTLINE OF DELIVERABLE$ (See attached) 682 Collins Park Garage Schedule A-1: Outline of Deliverables 14-Mar-12 0) w w Task SCHEDULE A-1 "Outline of Deliverables" General Notes: 1. P = Primary Responsibility for the Task S = Secondary Responsibility for the Task 2. Zaha Hadid Architects = Prime Architect Berenblum Busch Architecture= Executive Architect 3. Refer to Schedule A-1 Deliverables I Actions interviews and any other special area visits. rtment Community Design workshops. Discuss proposed alternatives, budget, and schedule <( VI u w ..... z I Q) -VI Q) VI~ <( 1j c: Q) Q) "il.o ..... 0.. ..... c: co I :E w ·o VI u llO 0 1j ... VI <( c: VI Q) :;:; <( 1:2 ..c: :; u u VI VI ..... ::I c: <( co 0 u S I P P I S s I s I s I s s s Sl P SIP s I s I s I s PI S s I s I S I s Task b. Development of Design Concepts I SCHEDULE A-1 "Outline of Deliverables" <( w I II) <( tl Q) a. ..... I ::c tl u .... <( Q) Deliverables I Actions 1:2 .c: u u II) .... :::1 <( co Attend review session with representatives from the CITY Project goals to the user group(s) so that conceptual alternatives can be explored. I P I S Review background information, program and site options in preparation for an open "brain-storming" discussion regarding the benefits and disadvantages of each. I P I S I graphically representaive of Phase One 30% Schematic Design I p s p s p Develop "budget" ROM (rough order of magnitude) cost estimates for each alternative I s I s I Page 2 of 17 II) u .... z Q) Q) .,; c: Q) "60 ..... c: ttl w "iJ tlO 0 c: II) II) E <( ..... c: :::1 "2 "0 ttl II) c: ..... c: ·;;; II) ttl :; 0 N u :::1 9-~ F II) c: 0 u 1+1+1 H Is I s I s I P I s I I s I IS Task SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions <( a.. I Ill tJ Q) 1:2 u .... <( <( w I Ill ..... u Q) ..... :c u .... <( ..r::. u Ill ::J lXI Ill .... Q) Q) s::: 'So s::: w b.O s::: E ::J '2 Ill s::: 'j.;j Ill 0 N 9-e: u ::J P I s I I s I S I s I s Workshop No. 2 (intended to be presented at a Historic Preservation meeting Board (HPB) with the selected design concept, budget and schedule after consideration of the input received during Workshop No. 1) I P I S Prepare full size presentation graphics PI S Page 3 of 17 s I s I s I S s u z -vi' Q) ..... ctl ·o 0 Ill Ill b.O <( ..... s::: s::: 'i:: "C ctl Q) s::: .:!: Q) ctl ::J s::: != Ill ·o:o s::: gg 0 s::: u ~ w ~ s::: ctl .... b.O ..!!:! s::: ~ ctl ...J s s SCHEDULE A-1 "Outline of Deliverables" < VI u w ..... z I Q) -VI Q) VI' < t:$ r:: Q) Q) "60 .... 0.. .... r:: rtl I :2 w ·o VI u tl.O 0 t:$ ..... VI < r:: VI tl.O Q) ·.;::; < .... r:: Task I Deliverables I Actions I:E ..r:: :; "'C r:: ·;:: u VI "2 r:: rtl Q) u VI :!: ..... ::J r:: ... VI rtl ::J Q) < III 0 N 9-!; F VI r:: u ::J ,... "60 r:: w Prepare Basis of Design Report (5) Copies to include: Executive Summary p s Purpose and Scope p s Existing conditions report(s) s s I I IP Phase 1, Schematic Design Drawings p s s Permitting and Implementations s Executive Summary summarizing the contents of the BODR p s A section reviewing the existing conditions to be improved p s A section reviewing the planning and programming process and development of the final recommended phased improvement plan. This section shall include details (representative of Phase 1, 30% Schematic Design level of detail in the drawings) presentations of all proposed Project improvements. I s I P Project Implementation Plan, inclusive of demolition of existing structures, utilities, buildings, landscaping, lighting, vehicular access I parking, ingress and egress to the site I buildings, construction and general site improvements I PI s I I s I s I s I s I I s I IS improvements with a description Project elements inclusive of a Phase 1, Schematic Design concept plan and design alternatives, if app'licable. I PI s I I s I s I I S I Is I IS Page4 of 17 Task SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions A schedule for implementing the Project by phases (i.e. design, bid/award, construction, as applicable) itemized phase by phase, including critical issues and the time period allowed for resolving each issue. The schedule shall be prepared in the latest version of Primavera Project Planner and provided to the CITY in hard copy as well as electronically. Discussion regarding permitting authorities having jurisdiction over Project and provide a list of permits typically retained by the City and I or Contractor. Unique and I or special permitting requirements shall be identified as well as permitting fees. Prepare materials and conduct workshop Prepare and distribute preliminary LEED Checklists indicating prioritized points and likelihood of attainment. Prepare and distribute meeting minutes Register project with US Green Building Council Page 5 of 17 <( w I ., <( t3 0.. CIJ I .. ~ ., .s::. t) ~ ~ <( .s::. ~ <( I s I s I I s I PI s I s s ~ CIJ CIJ c "Gil c w llO c :p :; ., c 0 u I s I s I p I s I I s I s I s I s I p s u z .,, CIJ ...... co ·o 0 ., ~11:: I s I I s I co .:!: ::J ., c 0 u Is IS llO c ·;:: CIJ CIJ c: .Gil Ill() c llO w CIJ ....1 .... ..!!! ~ u co 1-tlO s::: ::I "C OJ ..s::: u V') Task I SCHEDULE A-1 "Outline of Deliverables" <( w I "' <( ..... u OJ a. ..... I :E "' u ..... .... u <( OJ Deliverables I Actions I:E ..s:: u u "' .... ::l <( Cl PI s PIs PI s preparation of an Addendum, in the CITY provided format, for distribution to all final BOOR stakeholders. I P I S Prepare 25 copies of a final BOOR and Addendum, as necessary. I S I P Present the final BOOR to the CITY Commission for approval s I s be obtained from available records. s I s Page 6 of 17 "' u .... z OJ OJ .n s:: OJ '60 ..... s:: Ill w ·o tlO 0 "' s:: "' tlO :;::; <( ..... s:: :; '0 s:: ·;:: ·c: Ill OJ "' s:: .:!: s:: ·;::; "' Ill ::l OJ 0 N e. ~ F "' s:: u ::l s:: '60 0 s:: u "' w S I s I s I s s s s I s I s I s s s s I s I s I s I I s s I s I s I s s s s I s I S I s s s s I s I s I s s s p p Task 1----· SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions Set benchmarks at convenient locations along the site to be used during both the design and construction phases of the Project. locate and identify existing surface improvements I topographic features that are visible within the Project site, including but not limited to, the following: 1 Marktng ot all pro perry corners, 1ocat1on ana aetalls ot the existing buildings including overall dimensions and finished floor elevations including existing valve boxes, water I electrical meter boxes, electrical pull boxes, telephone I cable risers, fences, hydrants, etc. P"'\IJVV<061 VUIIU 01 ·~ -•~-1 61 VUIIU -'"' .,-~ ·-·· -· HIVII;) V accessible underground utilities, wood I concrete utility poles, culverts, guardrails, pavement limits, headwalls, endwalls, manholes, vaults, mailboxes, driveways, side streets, trees, landscaping, traffic signage and any other noted improvements. Survey shall identify fence material I height, and driveway construction materials. landscaping materials with a trunk diameter greater than six(6) inches in diameter shall be identified individually. Materials with smaller diameters shall be illustrated in groupings. Survey limits shall include the entire Project site and an additional overlap to encompass all adjoining areas potentially impacted by the Project. Survey Topographic survey I base map shall be prepared in AutoCAD Version 2000 or latest, and submitted on recordable Compact Disk with three (3) signed ~nd sealed copy on 24-inch by 36-inch bond paper. Note that all standards from the DSM shall apply to the development of the survey document. In addition, the Design Professional shall submit 3 copies of a preliminary Draft Survey for CITY review and comment. __ ....:....__ ··-------------··-··-------Page 7 of17 <t w I VI <t t::l 0.. Q) ..... I :E tl u < Q) ;!:::: ..c ..c u u VI .... ::l <t co -c E :0 ::l co ::0 ::c c co Q) ..c .... co Q) N co s s s s s s s s s s s s VI u .... z Q) -Q) VI' c Q) 'biJ ..... co c w ·o bO 0 VI c VI bO E <t ..... c ::l -c c ·;::: ·c: co VI c ..... Q) c ';::j VI co :; Q) 8 N c. E c VI c ::l 'bb .... ::l Q) .... c bO Q) co 0 ..... 0 0 c bO c co .... > ::c u VI w Q) 0 l!l Vl I VI c .....1 IX! iti Q) co E 8 ':i -c ::c co .... Vi ~ E co bO J!:! tT u. E c Q) 0 <t Q) S2 co i= co ~ 0 0:: 0.. Vl u. .....1 p p p p p p Task SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions !d BOOR: All proposed improvements identified in the approved BOOR, illustrated in plan and elevation views, and applicable sections and details. Site Plan: A site plan showing acreage; points of the compass; contours and general topographical conditions; floodplain elevation and velocity zone; a key map shall which illustrates e relationship between the drawings and its respective location within the neighborhood; overall dimensions; adjacent 1ds, emergency access; fire hydrants; power ission lines; ownership and use of adjacent land; walks and paths; vehicle and bike parking areas; accessibility for the disabled; service areas; play areas; bus and car loading zones; existing buildings and use; location of proposed building(s) and additions; community use buildings; phased construction; and preliminary soil borings. Floodplain: A statement should be included on the site plan identifying the FEMA flood zone and floodplain elevation in ich the project is located. The statement shall be signed, sealed and dated by the A/E of record (Berenblum Busch). Page 8 of 17 <( .1!1 '7 .~ VI .J::. .... u lrl < .'!: .r:. u < p-r-j I PI s I I PI s I I I I I ~ Q) Q) c: "So c: w bO c: E I I I s I s I I s I s I I I I I I s I I s I I u z VI' Q) .... Ill ·o ~~-c I I Is I I s I I I Ill .:!: ::s VI c: 8 I I I IS IS I I I bO c: ·;:: Q) Q) c: "So c: w lp I P SCHEDULE A-1 "Outline of Deliverables" <( VI u w .... z I Q) VI Q) VI~ <( tJ c: Q) Q) .So +-' a.. +-' c: CQ I :2 w ·o VI u bO 0 tJ .... VI <( c: VI bO Q) :;::; <( +-' c: Task I Deliverables I Actions I:E ..c: :; -c c: ·;:: u ·c: CQ Q) u VI VI c: .:!:: .... :::1 c: .N VI CQ :::1 Q) <( co 0 N !:!-E F VI c: u :::1 c: .So 8 c: VI w p .sbestos Survey and Material Testing Report Floor Plans: Floor plans showing points of the compass, overall dimensions, identity of each space, proposed door locations, accessibility for the disabled, occupant load of each space, proposed passive design and low energy usage features, possible community service areas any existing buildings and use, future additions, and phased construction. I PI s I I s I s I I s I I s I s I s Emergency Generator Location: Indicate location of emergency generator, fire pump room, electrical vault, mechanical rooms, elevator equipment and machine rooms, IT Closet, as and other Life Safety design features, if applicable. I s I s I I IP Life Safety Plan: A life-safety plan showing exits, accessibility for the disabled, fire walls, fire resistance rated walls, protected corridors, smoke barriers, fire alarm systems, room names and numbers, or any other life-safety features relevant to the facility. The life-safety plan shall also show if a fire sprinkler l~si__L IP technical specifications in outline form, to be incorporated into the project. Is I P Schedule of Unit Prices: Draft schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. I s I s I I S I s I P Page 9 of 17 Task I SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions include the Design Professional's Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall not-to-exceed Project budget. Geotechnical Evaluation Drainage Calculations Traffic Impact Study Details, Interior Elevations, Enlarged Plans of Special areas with furnishings and equipment layouts (such as Building Lobby, Bathrooms, Offices, Stairways, Elevator etc), Reflected Ceiling Plans, Vertical Circulation Drawings and Details, Schedules and General Notes, ral Plans Mechanical Plans Fire Protection Systems Electrical Plans Fire Alarm Photometric Plans Plumbing Plans Site Signage Plans Page 10 of 17 <( w I VI <( .... u Qj a. .... I :E VI u .... ... u <( Qj 1:2 ..c: u u VI ... ::I <( co Sl S s I P VI u ... z Qj Qj vi' c: Qj '6D .... c: ttl w ·o 0.0 0 VI c: VI ~ <( :; "C '2 VI c: c: ·;::; VI ttl 0 N 0. E: c: u ::I -I .---I ' m" 0,0 0.0 Qj -' s I s I P p p Sl S s p p p p p Task I SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions Garage Signage including Pedestrian and Traffic Signage Plans Specialized Reports and Testing: The results of all the reports and tests including but not limited to geotechnical reports, structural calculations, drainage reports, material testing, environmental reports and testing shall be incorporated into the design documents and they shall identify proposed foundation design, structural shell design, roof and deck design and treatment, drainage, and if applicable method for removal <( w I "' <( '13 Q) a.. ..... I :c "' u '13 .... <( Q) 1:2 .$;. u u "' .... ::s <( r::o of contaminated materials and/or soils. I S I S description of finishes, materials, and systems, as required, to supplement and support the intent, quality and performance of design documents. I S I P Schedule of Unit Prices: Updated schedule of unit prices bid (bid form) identifying the items, units, and quantities to be bid by prospective contractors as part of their bid submittal. include the Design Professional's updated Statement of Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall not-to-exceed Project budget. The Design Professional shall submit the 60% design to the CITY distribution to City Departments and Regulatory Agencies for review and comments. Said comments from the CITY shall be incorporated into the 90% design submittal. Page 11 of 17 s I S s I s "' u .... z Q) Q) "'' c:: Q) "ii'o ..... c:: Ill w ·o Ill) 0 "' c:: "' Ill) ':;::; <( ..... c:: :; "0 c:: ·;:: ·c: Ill "' c:: .:!: Q) c:: "t:i "' Ill ::s Q) 0 N E c:: u ::s Q.. F "' "ii'o c:: 0 c:: u "' w P I P I P I P p p p Task I SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions The 90% design completion stage milestone shall consist of a near final construction document set including the front-end documents (general and supplemental conditions), technical <( c.. I "' t) CJ) I~ u .... <( <( w I Ill .... u CJ) +-' :c u .... <( .c u Ill ::s co specifications, and construction drawings for all Work. I S 1 p aetauea construction sequencing restrictions for the CITY's review with this submittal. I S I P Ill .... CJ) CJ) c "So c w tl.O c +=' :; ·c: Ill c ";:::j Ill 8 N E ::s Q.. s I P I I S I s euon ~~ rnuestone snau ronSist 01 me I : I ~ I 1r1PIS 90% documents updated to include all constructability and design review comments, and regulatory agency comments. Provide its "Definitive" Statement of Probable Construction Cost, and unit price bid form, modified as needed, to reflect final permit and regulatory agency comments and s I s urms s1x se s eac o e , an percen design completion stage documents and Statements of Probable Construction Cost to CITY, as applicable {three full size and three half size for each submittal). I S I P design progress meetings with as scheduled by the CITY. u z vi' CJ) .... rtl ·o 0 Ill Ill tl.O <( .... c -c c ·;:: rtl c .::: CJ) rtl ::s CJ) c != Ill "So c 0 c u "' w Task I Design Review Constructability and Value Engineering SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions constructability and value comments. Prepare written responses to comments made during reviews within 10 business working days after the review session The purpose of these reviews shall be to verify that the documents are consistent with the design intent as set forth in the approved Project Basis of Design Report (BODR). on these documents and provide written comments (in "Excel" spreadsheet format). Following receipt of comments, a meeting may be scheduled to discuss the intent and review of the comments. Subsequently, address how each comment was resolved, within 10 working days after the review session and/or receipt of the comments. responses shall be in the spreadsheet format provided by City. Revise documents to address all review comments. CITY will perform constructability reviews of the design documents relative to value, construction sequencing, and bid format. These reviews shall be based upon 30, 60, 90 and 100 percent design submittals and shall be conducted concurrently but separately from the 30, 60, 90 and 100 percent design reviews noted above. These constructability review meetings shall be held to discuss the proposed construction sequencing restrictions and bid formats. Page 13 of 17 <( w I <n <( ...... u OJ c.. ...... I :2 <n u ti ... <( OJ I~ ~ u u <n ... :::J <( r::c E <n u ... z OJ OJ vi c OJ .bo ...... c Ill w ·a l:lll 0 <n c <n l:lll :;::; <( ...... c :; "0 c ·;:: ·c: Ill <n c ~ OJ c .N <n Ill :::J OJ 0 N c u :::J c. E c <n .bo ... :::J ~ ... c OJ ~ ,... 0 0 c u II) w Task I SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions e meeting to address concerns by residents at two (2) plan stations. Prepare draft meeting minutes and forward them to the CITY, who shall review, provide comments and distribute accordingly. one Pre-CDRM meeting with CITY staff to review the Page 14 of17 <( c.. I VI t) Q) I:E u .._ <( <( VI w .._ I Q) VI Q) t) c: Q) ·c.o ..... c: :E w u bO .._ <( c: E .s:::; u ::I VI VI ::I c: 8 co Q) c: u z v) Q) ..... Ill ·o 0 VI VI <( ..... c: '2 "0 Ill c: ..... 'j;j VI Ill "5 N ::I c. E c: VI .._ ::I Q) .._ 81 ~I 1~18,8 Ill 0 ..... 0 N"l .._ > :r:: _. Task I SCHEDUlE A-1 "Outline of Deliverables" Deliverables I Actions permitting requirements. Revise documents and respond to permitting inquiries as required. Attend meetings with the CITY, and/or permitting agency staff as required to review, discuss and finalize permit procurement. repare appncat1ons ana sucn aocuments ana aes1gn aata as may be required to procure approvals from all such governmental authorities that have jurisdiction over the Project. Participate negotiations with such authorities. permits to and from the respective jurisdictional authorities. However, since the CITY is to track and monitor progress on the preparation and review of permits and subsequent requests for information, copy the CITY on all permit related correspondence, including minutes from meetings held with The CITY, at its discretion, may require attendance at public meetings or meetings with CITY Staff to review the status and present results of its QA/QC efforts. Page 15 of17 <( w I VI <( ti Q) a.. ...... I ::2 VI ~ ti <( Q) I~ .r= u u VI ..... ::s <( co VI u ..... z Q) Q) v) c Q) "60 ...... c ctJ w ·o 0.0 0 VI c VI 0.0 B <( ...... c ::s "0 c ·;:: ·c: ctJ Q) VI c ...... c ·;;:; VI ctJ :; Q) 0 N 9-l;: F VI c u ::s .... "60 c w Task I SCHEDULE A-1 "Outline of Deliverables" Deliverables I Actions Items to be addressed may include, but shall not be limited to, review of specifications by respective technical experts and a "Redi-check" type review of the documents to identify conflicts and inconsistencies between the various project disciplines. prepare addenda for distribution by others on a same day basis and no later than 24 hours Prepare recommendation of award letter Provide sets of contract documents for contract execution Page 16 of 17 <( w I VI <( ti QJ c.. +-' I :E VI u ti ..... <( QJ I:E .s::. u u VI ..... ::s <( Ill VI u ..... z QJ QJ vi' c: QJ '60 +-' c: rtl w ·o OJ) 0 c: VI VI E <( +-' c: ::s ·c: "C rtl VI c: +-' c: ·;:::; VI rtl '3 0 N a. !: F VI u ::s -81 ~I I ~I &8 --' Ill c 0 :e -Ill <C Q) ....... ::0 .-I "' Ill I ... cu "' <( Q) :a ..... LU . ~ ra ..... ..... Qj '-0 ::::> Cl cu "' Cl . ~ ..... ..,_ Q) LU 0 Qi Dll :::t: Q) Q Cll u r::: 0. Vl -:;:::; ~ 0 Planning Services* Design Services* Bidding and Award Services Construction Administration Services** Other Services Reimbursable Allowance*** SCHEDULE B CONSULTANT COMPENSATION Schedule of Payments Note*: These services shall be paid based on percentage complete of each phase as identified in the individual tasks and attached Schedule B, prepared by the CONSULTANT. Note**: Construction Administration will be paid based on a monthly basis upon commencement of construction and for a project duration of eighteen (18) months. The CONSULTANT's monthly fee during the construction phase will be $31,972. In the event that, through no fault of the CONSULTANT, Construction Administration services are required to be extended, which extension shall be subject to prior CITY approval, at its sole discretion, the CONSULTANT agrees to extend said services for $31,972 per month for the duration required to complete the project. Note***: The Reimbursable Expenses allowance belongs to the CITY and must be approved in advance, by the Project Coordinator. Unused portions will not be paid to the CONSULT ANT. Zaha Hadid: Schedule B 03/14/2012 3:38PM 650 SCHEDULE C HOURLY BILLING RATES Project Principal $ 150.00 Traffic Engineers $ 101.00 Project Manager $ 120.00 Cost Estimator $ 65.00 Senior Civil Engineer $ 115.00 Specifications Writer $ 55.00 Civil Engineer $ 101.00 Constr. Administrator/Manager $ 82.00 Senior Electrical Engineer $ 115.00 Senior Project Manager $ 120.00 Electrical Engineer $ 101.00 MEP Project Engineer $ 120.00 Senior Mechanical Engineer $ 115.00 Horticultural/Maintenance/Consultant $ 75.00 Mechanical Engineer $ 101.00 Irrigation Engineer $ 82.00 Senior Structural Engineer $ 115.00 Job Captain $ 80.00 Structural Engineer $ 101.00 Interior Designer $ 83.00 Senior Environmental Engineer $ 115.00 Principal/Director of Design $ 120.00 Environmental Engineer $ 101.00 Environmental Technician $ 65.00 Environmental Specialist $ 55.00 Environmental Permit Specialist $ 55.00 Project Scientist $ 105.00 Senior Surveyor $ 120.00 Surveyor $ 101.00 Surveyor Support Staff $ 60.00 Senior Architect $ 115.00 Architect $ 101.00 Senior Designer $ 115.00 Designer $ 83.00 Senior Urban Planner $ 115.00 Senior CAD Technician $ 60.00 CAD Technician $ 55.00 Senior Landscape Architect $ 115.00 Landscape Architect $ 101.00 Clerical $ 35.00 Administrative Assistant $ 35.00 Survey Crew Party of 2 $ 122.33 Survey Crew Party of 2 w/GPS $ 146.53 Survey Crew Party of 3 $ 148.21 Survey Crew Party of 3 w/ GPS $ 171.31 Survey Crew Party of 4 $ 183.75 Survey Crew Party of 4 w/GPS $ 217.50 Sr. Inspector (CEI) $ 90.00 Inspector (CEI, Field or Construction) $ 82.50 Project Engineer (Coastal or Other) $ 101.00 Sr. Field Services Professional $ 101.00 Field Services Professional $ 70.00 Threshold Inspector $ 120.00 Structural Special Inspector $ 95.00 Technical Editor $ 65.00 Senior GIS Specialist $ 101.00 GIS Specialist $ 75.00 Staff Engineer/Geologist/Scientist $ 82.00 Landscape Designer $ 83.00 Planner $ 101.00 Project Principal (Structural Engineer) $ 150.00 ZahaHadid: 03/14/2012 3:38PM 651 ZahaHadid: 03/14/2012 3:38PM SCHEDULED CONSTRUCTION COST BUDGET $18,500,000 652 ZahaHadid: 03/14/2012 3:38PM SCHEDULE E PROJECT SCHEDULE (TBA) 653 ZahaHadid: 03/14/2012 3:55PM SCHEDULE F GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT (TBA) 654 ZahaHadid: 03/14/2012 3:55PM SCHEDULEG INSURANCE REQUIREMENTS AND SWORN AFFIDAVITS (TBA} 655 THIS PAGE INTENTIONALLY LEFT BLANK 656