Agreement
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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
CORZO CASTELLA CARBALLO THOMPSON SALMA, P.A.
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING
SERVICES FOR VARIOUS CITY CAPITAL PROJECTS WHERE BASIC
CONSTRUCTION COST DOES NOT EXCEED $500,000.00 PER PROJECT,
AND FOR STUDY ACTIVITIES FOR WHICH THE FEE DOES NOT EXCEED $25,000,
FOR A TWO (2) YEAR PERIOD
ARTICLE 1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.8.1
1.8.2
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
ARTICLE 2.
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
TABLE OF CONTENTS
PAGE NO.
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
City Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Proposal Documents ............................................... 3
Consultant ....................................................... 4
City's Project Coordinator ........................................... 4
Basic Services .................................................... 4
The Project(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Project(s) Cost ................................................ 5
The Project(s) Scope ............................................... 5
Construction Cost Budget ........................................... 5
Force Majeure ....................................................6
Contractor ....................................................... 6
Contract Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Contract for Construction ........................................... 7
Construction Documents ............................................ 7
Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Additional Services ................................................ 7
Work ........................................................... 7
Services ......................................................... 7
Base Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Upset Limit ...................................................... 8
BASIC SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Design Phase ..................................................... 9
Construction Documents Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Bidding or Negotiation Phase ....................................... 10
Construction Phase, Construction Observation and Administration
of the Construction Contract ........................................ 10
Responsibility for Claims and Liabilities .............................. 14
Additional Field Representation ..................................... 14
Additional Services ............................................... 14
Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ARTICLE 3. THE CITY'S RESPONSIBILITIES .................................. 17
ARTICLE 4. CONSTRUCTION COST.......................................... 18
4.1 Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
i
4.2 Responsibility for Construction Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 5. DIRECT PERSONNEL EXPENSE .................................. 19
ARTICLE 6. REIMBURSABLE EXPENSES..................................... 19
ARTICLE 7.
7.1
7.2
7.3
PAYMENTS TO THE CONSULTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Payments on Account of Basic Services ............................... 20
Payment on Account of Additional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Project Suspension of Termination ...................................21
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS. . . . . . . . . . . . . . . . . . . . . . . . .21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS ..........................21
ARTICLE 1 O. TERMINATION OF AGREEMENT ................................. 22
10.1 Termination for Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
10.2 Termination for Convenience .......................................23
10.3 Termination by Consultant .........................................23
10.4 Implementation of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23
10.5 Non-Solicitation.................................................. 24
ARTICLE 11. MISCELLANEOUS PROVISIONS .................................. 24
ARTICLE 12. EXTENT OF AGREEMENT .......................................25
ARTICLE 13. BASIS OF COMPENSATION ......................................25
13.1 Compensation for Services ......................................... 25
ARTICLE 14. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
ARTICLE 15. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
ARTICLE 16. VENUE ........................................................ 27
ARTICLE 17. LIMITATION OF LIABILITy...................................... 27
ARTICLE 18. ADDITIONAL CONDITIONS...................................... 28
ARTICLE 19. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . : . . .28
SCHEDULES
SCHEDULE "A" - Consultant Service Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SCHEDULE "B" - Consultant Compensation Order. . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SCHEDULE "C" - Subcontract Hourly Compensation Rates. . . . . . . . . . . . . . . . . . . . . 32
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SCHEDULE "D" - Project Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
iii
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
CORZO CASTELLA CARBALLO THOMPSON SALMA, P.A.
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
THIS AGREEMENT made and entered into this _ day of , 1998, by and
between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws ofthe State
of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida, and Corzo Castella Carballo Thompson Salma, P.A. , a Florida
corporation, whose address is 901 Ponce de Leon Blvd., Suite 900, Coral Gables, FL 33134
(hereinafter referred to as Consultant).
WIT N E SSE T H:
WHEREAS, the City intends to build various capital projects within the City of Miami
Beach, for a basic construction cost not to exceed Five Hundred Thousand Dollars ($500,000.00)
for each project, and wishes to engage the Consultant for the various projects at the agreed fees as
set forth in this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of architectural
engineering and related professional services relative to these projects, as more particularly
hereinafter set forth, for studies, design, preparation of construction documents and construction
administration services, all as hereinafter stipulated.
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY The "City" or "Owner" shall mean the City of Miami Beach and is a Florida
municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach,
Florida 33139. The City, as a governmental entity, is subject to the availability of funds and
appropriation of funds by its legislative body and other governmental authorities or sources of
revenue, in an amount to allow continuation of its performance under this Agreement. In the event
of lack of funding for this Agreement or a project subject to this Agreement, this Agreement may
be terminated by the City pursuant to the procedures set forth in Article 10.
1.2 CITY COMMISSION
"City Commission" shall mean the governing and legislative body of the City. The City
Commission shall be the final authority to do or to approve the following actions or conduct by
passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, comment upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 All City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
1.2.4 The City Commission shall review, approve, disapprove or otherwise comment upon
the Consultant's Design and Construction Documents after they are submitted to the City by the
Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision of the City
Manager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum often thousand dollars ($10,000.00) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER
The "City Manager" shall mean the chief administrative officer of the City. The City
Manager shall be construed to include any duly authorized designees, including a Project
Coordinator, and shall serve as the City's representative to whom administrative requests for
approvals shall be made and who shall issue authorizations (exclusive of those authorizations
reserved to the Commission) to the Consultant. These authorizations shall include, without
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limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports,
estimates, contracts and other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement. which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided,
however, that he cannot increase the Consultant's compensation or other budgets established by this
Agreement. The City Manager, in his administrative discretion, may consult with the City
Commission concerning disputes or matters arising under this Agreement regardless of whether such
matters or disputes are enumerated herein.
The City Manager shall additionally be the sole representative of the City authorized to issue
a notice to proceed as referenced in Article 2 herein. The City Manager may consider, comment
upon or approve modifications in accordance with applicable laws and ordinances.
1.3.3 The City Manager may approve change orders which do not exceed the sum of ten
thousand dollars ($1 0,000.00) (or other such amount as may be specified by the City of Miami
Beach Purchasing Ordinance, as amended) and which do not increase any of the budgets established
herein.
1.3.4 The City Manager may, in his sole discretion, form a committee or committees, or
inquire of or consult with persons for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities under this Agreement.
1.4 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for Letters of Interest for "Professional
Architects, Engineers and Land Surveyors For Various City Projects For A Two (2) Year Contract
Term For Capital Projects Where Basic Construction Cost Does Not Exceed $500,000.00 Per
Project" (RFLI No. 110-96/98) issued by the City in contemplation of this Agreement, together with
all amendments thereto, if any, and the Consultant's proposal in response thereto (Proposal), which
are deemed as being incorporated by reference in this Agreement and made a part hereof; provided,
however, that in the event of an express conflict between the Proposal and this Agreement, this
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Agreement shall prevai 1.
1.5 CONSULTANT
The "Consultant" is herein defined as Corzo Castella Carballo Thompson Salma, P.A. , a
Florida corporation, whose address is 901 Ponce de Leon Blvd., Suite 900, Coral Gables, FL 33134.
1.5.1 All architects required by the needs of this Project shall be duly licensed and admitted
to practice architecture in this State pursuant to Chapter 481, Florida Statutes, and additionally
possessing the requisite occupational licenses from the City and the County. All engineers required
by the needs of this Project shall be duly licensed and certified by the State of Florida to engage in
the practice of engineering in this State. All special inspectors, if any, required by the needs of this
Project shall be duly certified, licensed and registered under Chapter 471, Florida Statutes, as an
engineer, or under Chapter 481, as an architect, and shall additionally possess the requisite
occupational license from the City and the County.
1.5.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
sub consultants and any other person or entity acting under the direction or control of Consultant.
Any subconsultants retained by Consultant pursuant to this Agreement and the Project, shall be
subject to prior written approval of the City.
1.6 CITY'S PROJECT COORDINATOR
The "City's Project Coordinator" shall mean the individual appointed 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, except as otherwise provided herein.
1.7 BASIC SERVICES
"Basic Services" shall include the professional services of normal architectural, structural,
mechanical/electrical, civil engineering, and land surveying services for the design, preparation of
contract documents and administration of the Construction Contract for the Projects hereunder.
1.8 THE PROJECT(S)
Various City Capital Projects where basic construction cost does not exceed $500,000.00,
per project, as assigned by the City Manager.
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1.8.1 PROJECT(S) COST
The "Project(s) Cost", as established by the City, shall mean the total cost of the project to
the owner which represents construction costs, professional compensation, land costs if any,
financing costs, materials testing services, surveys, and other miscellaneous Owner costs.
Each Project will require Statements of Probable Cost prior to bidding. Should construction
cost proposals exceed Final Probable Cost Statements by more than 5%, the Consultant shall
perfgrm all modifications to plans and specifications at no cost to the City for reissuance of the
construction bid proposal.
1.8.2 PROJECT(S) SCOPE
The Owner shall establish the Scope of Services for each Project in a Service Order provided
to the Consultant prior to the start of the Project, and attached hereto and incorporated herein as a
Schedule to this Agreement.
1.9 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for these Projects shall mean a sum which will not exceed
the amount of Five Hundred Thousand Dollars ($500,000.00) and is the total cost to the Owner of
all elements of the Project designed or specified by the Consultant and approved by the Owner,
including at current market rates (with a reasonable allowance for overhead and profit), the cost of
labor and materials and any equipment which has been designed, specified, selected or specifically
provided for by the Consultant and approved by the City, and including a contingency allowance for
unforeseen conditions, but not to exceed ten percent (10%) of the Construction Cost, and not
including the compensation of the Consultant and the Consultant's consultants, rights-of-way, the
cost of land, and surveys.
1.9.1 The Construction Cost Budget, as established by the City, shall not be exceeded
absent fully justifiable and extraordinary and unforeseen circumstances, such as force majeure,
which is beyond the control of the parties and which in any event shall be subject to prior City
Commission and/or City Manager approval by passage of an enabling resolution and amendments
to the appropriate agreements relative to these Project(s) prior to any modification of the
construction costs due to force majeure. Provided further, however, that even in the event of a force
majeure as defined below, the City shall have no obligation to exceed the Construction Cost Budget
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limitations established herein.
1.10 FORCE MAJEURE
"Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned
by violence in nature without the interference of human agency such as hurricanes, tornados, flood
and total loss caused by fire and other similar unavoidable casualties, changes in federal, state or
local laws, ordinances, codes or regulations, enacted after the date of this Agreement and having a
substantial impact on the Project, or other causes beyond the parties control or by any other such
causes which the Consultant and the City Commission decide in writing justify the delay. Provided,
however, that market conditions, labor conditions, construction industry price trends and similar
matters which normally impact on the bidding process shall not be considered a Force Majeure.
1.11 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or entities responsible for performing
the construction work or providing the materials, supplies and equipment identified in the bid and
contract documents for the Project.
1.12 CONTRACT DOCUMENTS
"Contract Documents" shall mean this Agreement; the Agreement between City and
Contractor; Conditions of the Contract (General Supplementary and other Conditions); Construction
Documents; addenda issued prior to execution of the Contract for Construction. A Modification is
a (1) written amendment to the Contract for Construction signed by both parties; (2) Change Order;
(3) Construction Change Directive; or (4) a written order for a minor change in the work issued by
Consultant.
1.13 CONTRACT FOR CONSTRUCTION
"Contracts for Construction" shall mean contracts with contractors.
1.14 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans, specifications, drawings, documents
and diagrams submitted by the Consultant pursuant to Article 2.4 and approved by the City.
1.15 CHANGE ORDER
"Change order" shall mean the written order to the Project Manager approved by the Owner
6
as specified in this Agreement and signed by the Owner's duly authorized representative, authorizing
a change in the project or the method and manner of performance thereof or an adjustment in the fees
or completion dates, as applicable. Change orders shall only be approved by the City Commission,
ifthey exceed ten thousand dollars ($10,000.00), or the City Manager if they are ten thousand dollars
($10,000.00) or less in amount (or other such amount as may be specified by the City of Miami
Beach Purchasing Ordinance, as amended). Even for change orders for less than ten thousand
($10,000.00) the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such change order.
1.16 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Article 2.9 herein, which have
been duly authorized in writing by the City Manager.
1.17 WORK
"Work" shall mean all of the work to be performed on the Project by the Contractor, pursuant
to the applicable Contract Documents, whether completed or partially completed, and includes all
labor and materials, equipment, and services provided, or to be provided, by the Contractor to fulfill
its obligations.
1.18 SERVICES
"Services" shall mean all of the services to be performed on the Project by the Consultant
pursuant to this Agreement, whether completed or partially completed, and includes all other labor
an materials, equipment and services provided, or to be provided, by Consultant to fulfill its
obligations herein.
1.19 BASE BID
"Base Bid" shall mean the elements contained in the Construction Documents recommended
by the Consultant and approved by the Owner as being within the Construction Cost Budget
pursuant to the Statement of Probable Construction Cost provided by Consultant. "Base Bid" shall
not include "Additive Alternates" or "Deductive Alternates".
1.20 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred to in
the Agreement, as follows:
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Schedule A -- Service Order Form (Scope of Services)
Schedule B -- The schedule of hourly rates of compensation for the Consultant for Basic and
Additional Services, as submitted by the Consultant and approved by the City.
Schedule C -- The schedule of hourly rates of compensation for the Consultant's sub-
consultants for Basic and Additional Services, as submitted by the Consultant and approved by the
City Manager. Amendments to any City approved hourly rates schedule shall require the same
formalities as amendments to the Agreement itself.
Schedule D -- Project Schedule
1.21 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the maximum Cumulative fee allowable
under the Service Order, for fees billed in accordance with Schedules B and C, which the Consultant
shall not exceed without specific written authorization. The Upset Limit is not a guaranteed
maximum cost for the Scope of Services set forth in the Service Order.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project as set forth below. The
Consultant is aware that this is a nonexclusive Agreement, and that the City also has other
consultants under contract to provide architectural/engineering services for projects under $500,000.
The City Manager shall have the discretion to determine which of the consultants under contract
shall be awarded a particular Project under consideration. The work for each Project will be
performed by the Consultant upon receipt of a written "Service Order" issued by the City Manager.
The Service Order shall contain a description of the services required (Scope of Services); contain
either an agreed lump sum fee or an hourly fee, as provided in Schedules Band C, with an upset
limit for the services, and reimbursable expenses; the Construction Cost Budget for the Project, and
a description of the type of services. Consultant shall countersign the Service Order.
2.2 The Consultant's Basic Services shall consist of the four phases described in Articles
2.3 through 2.6 and include normal architectural, structural, civil, and mechanical/electrical
engineering services.
2.3 DESIGN PHASE
2.3.1 The Consultant shall review with the City, (including, if requested by the City
Manager, review by a committee or committees) alternative approaches to design and construction
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of the Project.
2.3.2 Based on a mutually accepted program and Project budget requirements, the
Consultant shall prepare, for approval by the City, design documents consisting of drawings and
other documents appropriate for the Project, and shall submit to the City a Statement of Probable
Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved design documents, the Consultant shall prepare, for approval
by the City, three (3) copies of the Construction Documents. One of these copies shall be in the form
of a reproducible mylar, for bidding purposes. Consultant shall also file with the Project Coordinator
at said time, the following items: (1) four (4) copies of the Statement of Probable Construction Cost;
(2) four (4) unbound copies of advertisement for bids; (3) four (4) unbound copies of the bid
proposals; and (4) final maintenance impact report. Consultant shall also provide City with one (1)
additional set of construction documents at approximately eighty percent (80%) completion
approximately thirty (30) days prior to the date for delivery of the three (3) copies of one hundred
percent (100%) complete Construction Documents for review by and comment by the City's
Building Department. Should additional sets be required, Consultant will be reimbursed for the
actual cost of reproduction, upon approval in advance by the City.
2.4.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period as approved by the City Manager.
The entire Project will be publicly bid with a Base Bid and such Additive Alternates and/or
Deductive Alternates as may be requested by City, to reasonably insure that the award will be within
the Construction Cost Budget.
The Construction Documents shall set forth in detail the requirements for construction of the
Project including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
All prerequisites for obtaining the necessary approvals and permits shall be the sole
responsibility of the Consultant. Prior to the advertisement for bids, Consultant shall also assist the
City in obtaining all necessary local, state and federal permits as may be required for construction
of the Project.
2.4.3 The Consultant expressly agrees that all of its duties, services and responsibilities
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under this Agreement and all of its consultant's duties, services and responsibilities, shall be
performed in accordance with the standard of care normally exercised in the design of projects of
this nature in South Florida. "Standard of Care" includes an analysis of visible site field conditions
prior to initiating Project design.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining lump sum bids
with the Additional and/or Deductive Alternatives and assist in awarding and preparing the Contract
for Construction.
2.5.2 Consultant shall be required to tabulate all bids received. Within three (3) working
days thereafter, the Consultant shall submit in writing to the City's Project Coordinator, its
recommendations for the award or rejection of the Construction Contract, together with two (2) sets
of the bid tabulations to be reviewed by the City.
2.6 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for each
Project under this Agreement, will terminate when final payment to the Contractor is due, or in the
absence of a final Certificate for Payment or of such due date, sixty (60) days after the Date of
Substantial Completion of the Work or sixty (60) days after the completion date specified in the
Contract for Construction at the time of the award, whichever occurs last. The City's Project
Coordinator will be the City's representative on the Project construction site, but the presence of this
Coordinator shall in no way diminish any of the Consultant's duties and obligations as described in
this Agreement.
Any and all changes which would result in an increase of compensation to the Consultant
must be approved by the City Commission, or by the City Manager, if such change is less than ten
percent (10%) of the amount set forth in the Service Order. The City's Project Coordinator shall be
considered to be on the Project site for the benefit and protection of the City. The Consultant shall
have no right to rely on the Project Coordinator for assurances or advice regarding work which is
the responsibility of the Consultant. The Consultant and the City's Project Coordinator will hold
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regular site meetings on at least a twice a month basis between themselves, the Contractor and the
various subcontractors, as is appropriate.
2.6.2 The Consultant shall provide administration ofthe Construction Contract as set forth
herein in the general or supplemental conditions of the Contract for Construction, and the
Consultant's assigned authority thereunder shall not be modified without the Consultant's written
consent.
2.6.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the Work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the work order to proceed with the Work, all of the City's instructions to
the Contractors shall be issued through the Consultant's representative, with final approval by the
City.
2.6.4 The Consultant shall visit the Project site at periodic intervals appropriate to the stage
of construction, or as may otherwise be requested by the City, to become familiar with the progress
and quality of the Work and to determine if the Work is proceeding in accordance with the
Construction Contract. The Consultant shall not be obligated to make continuous or exhaustive on-
site inspections to check quality and quantity of the Work. On the basis of such on-site inspections,
the Consultant shall keep the City informed of the progress and quality of the Work and shall
endeavor to guard the City against defects and deficiencies in the work of the Contractor. Upon
discovery of any defects or deficiencies the Consultant shall immediately notify the City's Project
Coordinator.
2.6.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the Work, or for failure of
any of them to carry out the Work in accordance with the Contract Documents.
2.6.6 The Consultant shall at all times have access to the work whenever it is in preparation
or progress.
2.6.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
issue certificates for payment in such amounts, as provided in the Contract Documents, subject to
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the City's final approval.
2.6.8 The issuance of a certificate for payment shall constitute a representation by the
Consultant to the City, based on the Consultant's observations at the site as provided in Article 2.6.4
and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, the Work has progressed to the point indicated; that,
based on the Consultant's observation of the Work, the quality of the Work is in accordance with the
Contract Documents (subject to an evaluation of the work for conformance with the Contract
Documents upon substantial completion; to the results of any subsequent tests required by or
performed under the Contract Documents; to minor deviations from the Contract Documents
correctable prior to completion; and to any specific qualifications stated in the certificate for
payment; and that the Contractor is entitled to payment in the amount certified. However, the
issuance of a certificate for payment shall not be a representation that the Consultant has made any
examination to ascertain how and for what purpose the Contractor has used the monies paid on
account of the contract sum.
2.6.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the Work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the Work or the interpretation of the Contract Documents. All actions
required by Consultant under this Paragraph shall be taken expeditiously.
2.6.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Contract Documents, and shall be in written or graphic form.
2.6.11 The Consultant shall, after discussion with the Project Coordinator, have authority
to reject Work which does not conform to the Contract Documents.
Subject to the City's approval, the Consultant will have authority to require special inspection or
testing of the Work when it is necessary or advisable (in the Consultant's opinion) for the
implementation of the intent of the Contract Documents, whether or not such Work be then
fabricated, installed or completed.
2.6.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to shop drawings, product data, samples and other
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submissions of the Contractor, for conformance only with the design concept of the Work and with
the information given in the Contract Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
2.6.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the Contract Documents. and shall have authority to order minor changes in the
Work not involving an adjustment in the contract sum or an extension of the contract time which are
not inconsistent with the intent of the Contract Documents. Meeting notes documenting all minor
changes shall be presented in writing to the Project Coordinator after each meeting.
2.6.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's representative during the Construction Phase, shall not be modified or extended without
written consent of the Consultant and the City Manager.
2.6.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.6.16 The Consultant shall prepare a set of reproducible record drawings showing the
completed Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s). These shall be similar in scale and scope to the Contract
Document drawings but shall include all occurrences and instances where the finished building
differs from the Contract Document drawings as a result of duly approved changes made during
construction of the Project.
2.6.17 Consultant shall conduct inspections to determine the dates of Substantial and Final
Completion and shall issue a certificate for final payment to the Contractor under the Contract
Documents. The index and summary shall list each of the warranties, indicating their terms and
conditions as indicated by the language in such warranties.
2.7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.7.1 Approval by the City shall not constitute nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
work; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
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the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely upon the accuracy and validity of decisions and information
furnished by the City.
2.8 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the site than
is described in Article 2.6 is advisable, such additional Project representation shall be provided and
paid for as an Additional Service.
2.9 ADDITIONAL SERVICES
Unless specifically provided for in a Service Order, the following services are not included
in Basic Services. Any Additional Services must be authorized in writing by a City Commission
Resolution or by the City Manager in advance of its performance, and may be paid for as a multiple
of direct personnel expense, as outlined in Schedules Band C. Additional services will consist of
the following services:
2.9.1 Providing services to investigate existing conditions or facilities or to make measured
drawings thereof, and to verify the accuracy of drawings or other information furnished by the City
in the event of an inconsistency or omission in the drawings.
2.9.2 Making revisions in or addition to drawings, specifications or other documents when
such revisions or additions are inconsistent with written approvals or instructions previously given,
or are required by the enactment or revision of codes, laws or regulations subsequent to the
preparation of such documents or are due to other causes not solely within the control of the
Consultant.
2.9.3 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.9.4 Providing consultation concerning replacement of any work damaged by fire or other
causes during construction, and furnishing services as may be required in connection with the
replacement of such work.
2.9.5 Providing services made necessary by the default of the Contractor, or by major
defects or deficiencies in the Work of the Contractor (provided Consultant promptly notified the City
of any such defects or deficiencies observed by Consultant), or by failure of performance of either
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the City or Contractor under the Contract for Construction.
2.9.6 Providing Basic Services after issuance to the City of the final certificate for payment,
or in the absence of a final certificate for payment, more than sixty (60) days after the date of
substantial completion of the Work, or sixty (60) days after the completion date set forth in the
Construction Contract, whichever is later.
2.9.7 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration procee~ing or legal proceeding unless such preparation has arisen from failure
of the Consultant to meet the Standard of Care set forth in Article 2.4.3.
2.9.8 Preparing documents for change orders, or supplemental work, initiated at the City's
request and outside the scope of the work specified in the Construction Documents, after
commencement of the Construction Phase.
2.9.9 Making revisions in drawings, specifications or other documents when such revisions
are inconsistent with written approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to the preparation of such documents.
If changes are required to be made because of error, oversight, inadvertence, clarification or
discrepancy in the work of the Consultant, the City shall not be liable to compensate Consultant for
Additional Services in such connection.
2.9.1 0 Providing consultation concerning replacement of a new project or damage by fire
or other cause during construction, and furnishing such professional services in the type set forth
herein as may be required in connection with the replacement of such work.
2.9.11 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.9.12 Providing contract administration services during the Construction Phase, should the
Construction Contract time and working days be extended or unreasonably extended through no fault
of the Consultant.
2.9.13 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Section 1.6.
2.9.14 Providing certified land surveys and similar information.
2.9.15 Providing such other professional services to the City relative to the Project which
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arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time of execution of this Agreement.
2.9.16 Services provided for by this subsection must be approved by the City Commission
or by the City Manager before such services are rendered.
2.10 TIME
It is understood that time is of the essence in the completion of this Project, and in this
respect the parties agree as follows:
2.10.1 The Consultant shall perform Basic and Additional Services as expeditiously as is
consistent with the standard of professional skill and care required by this Agreement and the orderly
progress of the Work. Prior to commencement of said Services, the Consultant shall submit a
Project Schedule to the City, for its approval, detailing the timelines for completion of the Services
contemplated by the Agreement. The Project Schedule, as approved by the City, shall be attached
hereto and incorporated as a Schedule to this Agreement. Upon notice to the City, the Consultant
may submit adjustments to the Project Schedule, made necessary by undue time taken by the City
to approve the Consultant's submissions, and/or excessive time taken by the City to approve the
Services or parts of the Services; otherwise, any adjustments to the Project Schedule shall require
the prior written consent of the City. The City shall not unreasonably refuse to approve such
adjustment(s) to the Project Schedule if the request is made in a timely manner and is fully justified.
The timelines set forth in this Schedule, as approved by the City, shall not, except as provided above,
be exceeded by the Consultant.
2.10.2 The parties agree that the Consultant's services during all phases of this Project will
be performed in a manner which shall conform with the approved Project Schedule, as same may
be amended.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Project goals and design elements as set
forth in the Proposal Documents and pursuant to Article 1.7 herein, and shall provide consistent with
the foregoing described goals, such additional requirements for the Project as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and site requirements.
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3.2 The City shall establish a Construction Cost Budget for the Project, which may
include contingencies for bidding, changes in the Work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in subparagraph
4.1.2. The City shall, at the request of the Consultant, provide a statement of funds available for the
Project, and their source.
3.3 The City Manager shall designate a representative defined as the City's Project
Coordinator authorized to act on the City's behalf with respect to the Project. The City's Project
Coordinator shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
Services. Notwithstanding the foregoing, the City shall, whenever possible, observe the procedure
of issuing orders to its Contractor only through Consultant.
3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance
counseling services as may be required at any time for the Project, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project
or nonconformance with the Contract Documents, prompt written notice thereof shall be given by
the City to the Consultant.
3.6 The City shall furnish required information and services and render approvals and
decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's
Services and of the Work. No approvals required by the City during the various phases of the
Project shall be unreasonably delayed or withheld; provided that the City shall at all times have the
right to approve or reject any proposed submissions of Consultant for any reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4.1 DEFINITION
4.1.1 The Construction Cost shall be the total cost or estimated cost to the City of all
elements of the Project, as designed or specified by the Consultant and approved by the City, as
more completely defined in Article 1.9.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
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Consultant's consultants, the cost of the land, rights-of-way, and surveys.
4.1.3 For Work not constructed, the Construction Cost shall be the same as the lowest bona
fide bid or competitive proposal received and accepted from a responsible bidder or proposer for any
and all of such Work;
4.1.4 For Work which bids or proposals have not been let, the Construction Cost shall be
the same as the latest Statement of Probable Construction Cost or detailed cost estimate. The City
shall have the right to verify the Statement of Probable Cost or detailed cost estimate by the
Consultant.
4.2 RESPONSIBILITY FOR CONSTRUCTION COST
4.2.1 If the bidding phase has not commenced within three (3) months after the Consultant
submits the Construction Documents to the City, and the City approvals have been made, the total
time being known as the date of approval, the Construction Cost Budget shall be adjusted to reflect
any change in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the City and the date on which proposals are sought.
4.2.2 If the lowest bona fide base bid exceeds the Construction Cost Budget (as same may
also be adjusted as provided in Article 4.2.1) by more than five percent (5%), the City Commission
shall, at its sole discretion, have any of the following options: (I) give written approval of an
increase in the Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if
permissible) authorize a renegotiation of the Project within a reasonable time; (3) abandon the
Project and terminate the Consultant's Services for the Project, as covered by the Service Order; (4)
select as many Deductive Alternatives as may be necessary to bring the award within the
Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Project scope,
construction schedule, and sequence of work, as may be required to reduce the Construction Cost
Budget. In the event the City elects to reduce the Project scope, the Consultant shall provide such
revisions to the Construction Documents and provide rebidding services, as many times as requested
by the City, as a Basic Service, with no additional cost to the City, in order to bring the bids within
five percent (5%) of the Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSE
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedules B
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andC.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and consultants in the interest of the Project, for the expenses listed in the following subparagraphs.
All Reimbursable Expenses pursuant to this Article, must be authorized in advance by the
City Manager or the City's Project Coordinator. Invoices or vouchers for Reimbursable Expenses
shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up
material reasonably requested by the City, and Consultant shall certify as to each such invoice that
the amounts and items claimed as reimbursable are "true and correct and in accordance with the
Agreement". Expenses subject to reimbursement in accordance with the above procedures are as
follows:
6.1.1 If authorized in advance by the City Manager or the City's Project Coordinator,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, if any, or other services.
6.1.2 Expense of any additional insurance coverage or limits requested by the City in
excess of the insurance requirement set forth in Article 14.
6.1.3 Expense of transportation in connection with the Project; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Project. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Miami-Dade County shall not be
reimbursable. 6.1.4 Expense of reproduction, postage and handling of drawings,
specifications and other documents, except for those expenses to be borne by the Consultant under
the Basic Services, excluding reproductions for the office use of the Consultant and the Consultant's
consultants.
6.1.5 Aerial photography expenses and other photographic production expenses.
6.1.6 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
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7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
Payments for Basic Services shall be made monthly based upon work completed and
approved by the Project Coordinator, upon presentation and receipt of Consultant's invoice or
statement. When compensation is made on the basis of a lump sum, then payments shall be made
in proportion to the Services performed in each phase so that the payments for Basic Services for
each phase shall equal the following percentages of the Total Compensation payable: Design Phase
- 35%; Construction Documents Phase - 40%; Bidding Phase - 5%; Construction Phase - 20%.
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES
Payment on account of the Consultant's Additional Services, as defined in Article 2.9, and
for Reimbursable Expenses, as defined in Article 6, shall be made within forty-five (45) days of
presentation of the Consultant's detailed statement or invoice of Services rendered or expenses
incurred, which shall be rendered in duplicate to the City Manager.
7.3 PROJECT SUSPENSION OR TERMINATION
Upon written notice to Consultant, the City shall have the right to suspend or terminate the
services called for in any particular Service Order(s). If the Project is suspended or terminated in
whole or in part for more than three (3) months, the Consultant shall be compensated for all Services
performed prior to receipt of written notice from the City of such suspension or such abandonment,
together with Reimbursable Expenses then due. If the Project is resumed after being suspended for
more than three (3) months, the Consultant's compensation shall be equitably adjusted, including any
necessary start-up costs. Prior to any payment due to suspension, the Consultant must provide the
City with all documents, reports, drawings, computer reports and the like reflecting the work
completed to date.
7.4 No deduction shall be made from the Consultant's compensation on account of sums
withheld from payments to contractors.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services
and services performed on the basis of a multiple of direct personnel expense shall be kept on the
basis of generally accepted accounting principles and shall be available to the City and the City's
authorized representatives at mutually convenient times and location.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
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9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, with all lettering in ink or pencil or press-type and clearly legible when the sheets are
reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracings, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the
property ofthe City upon completion, termination, or abandonment of each Project. Consultant shall
deliver the above documents to the City within thirty (30) days of completion of the Project, or
termination of this Agreement, or termination or abandonment of the Project.
9.3 Upon completion of the construction of the Project, Consultant shall, within ninety
(90) calendar days following final inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's
Project Coordinator, including all changes made during the course of the Project.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Termination for Cause
The City may terminate this Agreement for cause in the event that the Consultant (1) violates
any provisions of this Agreement or performs same in bad faith ("bad faith" to be determined by the
City's Project Coordinator); or (2) unreasonably delays the performance of the Services, upon notice
to the Consultant, in writing, seven (7) days prior to termination.
10.1.1 In the event this Agreement is terminated by the City for cause, the City, at its sole
option and discretion, may take over the Services and complete them by contracting with another
consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for any additional
cost incurred by the City due to such termination. "Additional Cost" is defined as the difference
between the actual cost of completion of such incomplete services, and the cost of completion of
such Services which would have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
10.1.2 Payment only for Services satisfactorily performed by the Consultant and accepted
by the City prior to receipt of a Notice of Termination for Cause, shall be made in accordance with
Article 7 herein and the City shall have no further liability for compensation, expenses or fees to the
Consultant, except as set forth in Article 7.
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10.1.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly
assemble and submit to the City, as provided herein or as required in the written notice, all
documents, including drawings, calculations, specifications, correspondence, and all other relevant
materials affected by such termination.
10.1.4 In the event of a termination for cause, no payments to the Consultant shall be made
(1) for Services not satisfactorily performed, as same shall be determined at the City's option and
discretion; and (2) for assembly of submittal of documents, as provided above.
10.2 Termination for Convenience
THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO TERMINATE
FOR CAUSE, AS SET FORTH ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN
THIS AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT
ITS SOLE OPTION, AT ANY TIME, FOR CONVENIENCE, WITHOUT CAUSE AND
WITHOUT PENAL TY, WHEN IN ITS SOLE DISCRETION IT DEEMS SUCH
TERMINATION IS IN THE BEST INTEREST OF THE CITY, UPON NOTICE TO
CONSULTANT, IN WRITING, SEVEN (7) DAYS PRIOR TO TERMINATION.
10.2.1 In the event the City terminates the Consultant's services for its convenience, as
provided in Article 10.2 herein, the Consultant shall be compensated for all Services rendered up to
the time of receipt of said written termination notice, and for the assembly and submittal to the City
of documents for the Services performed, in accordance with Article 7 herein, and the City shall have
no further liability for compensation, expenses or fees to the Consultant, except as set forth in Article
7.
10.3 Termination by Consultant
The Consultant may only terminate this Agreement for cause in the event that the City
willfully violates any provisions of this Agreement or unreasonably delays payment for the Services,
upon written notice to the City, thirty (30) days prior to termination. In that event, payment for
Services satisfactorily performed prior to the date of termination shall be made in accordance with
Article 10.4 herein.
10.3.1 The Consultant shall have no right to terminate this Agreement for convenience of
the Consultant.
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10.4 Implementation of Termination
In the event of termination, either for cause or for convenience, the Consultant, upon receipt
of the notice of termination, shall (1) stop the performance of Services under this Agreement on the
date and to the extent specified in the Notice of Termination; (2) place no further orders or
subcontracts except for any that may be authorized, in writing, by the City, prior to their occurrence;
(3) terminate all orders and subcontracts to the extent that they relate to the performance of the
Services terminated by the Notice of Termination; (4) promptly assemble and submit, as provided
herein, all documents for the services performed, including drawings, calculations, specifications,
correspondence, and all other relevant materials affected by the termination; and (5) complete
performance of any Services as shall not have been terminated by the Notice of Termination and as
specifically set forth therein.
10.5 Non-Solicitation
The Consultant warrants that it has not employed or retained any company or person,
other than an employee working solely for the Consultant, to solicit or secure this Agreement; and
that it has not paid, nor agreed to pay any company or other person any fee, commission, gift or other
consideration contingent upon the execution of this Agreement. For breach or violation of this
warranty, the City has the right to terminate this Agreement without liability to the Consultant for
any reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article 1.1 shall have the
same meaning as those in AIA Document A20 1, General Conditions of the Contract for
Construction, current as of the date of this Agreement.
11.3 As between the parties to this Agreement, as to all acts or failures to act by either
party to this Agreement, any applicable statute of limitations shall commence to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the relevant date
of substantial completion of the work and the issuance of the temporary certificate of occupancy, and
as to any acts or failures to act occurring after the relevant date of substantial completion, not later
than the date of issuance of the final certificate for payment.
11.4 The City and the Consultant waive all rights against each other and against the
23
contractors, consultants, agents and employees of the other for damages covered by any property
insurance during construction as set forth in the current edition of AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this Agreement. The City and
the Consultant each shall require appropriate similar waivers from their contractors, consultants and
agents.
11.5 The term of this Agreement shall be for a period of two (2) years from the date of
execution of this Agreement. Provided, however, that as to any Project for which a Service Order
has been issued within such two year period, the Services relating to such Project may be completed
beyond such two year period, as may be mutually agreed upon, in writing, by the City and the
Consultant.
11.6 The Consultant shall not subcontract, assign, or transfer any of the Services under this
Agreement without the prior written consent of the City.
ARTICLE 12. EXTENT OF AGREEMENT
12.1 This Agreement represents the entire agreement between the City and the Consultant
and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both City and Consultant utilizing
the same formalities as were used for its adoption.
ARTICLE 13. BASIS OF COMPENSATION
13.1 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Basic Services, Additional Services and
Reimbursable Expenses on the basis set forth below:
13.1.1 Except for lump sum Service Orders, which shall be paid in accordance with
percentage of work completed, Basic Services of the Consultant shall be compensated for on the
basis of an hourly rate in accordance with Schedule B - Consultant Hourly Compensation Rates -
and a multiple of 1.10 times the hourly rate charged to the Consultant by its subconsultants, as set
forth in Schedule C - Subconsultant Hourly Compensation Rates. The fee for Basic Services may
be a fixed fee, if both the City and the Consultant agree to such method and amount of
compensation, and the pro-rata share of the fee allocatable to each phase of the Basic Services for
Federally-funded Community Development Block Grant projects that require a lump sum
24
architectural fee.
13.1.2 Any Services not included in this Agreement may only be carried out by the
Consultant following written authorization by the City (prior to commencement of same).
13.1.3 The hourly rate for compensation to the Consultant by the City for Additional
Services, as defined in Article 2.9 shall be as set forth in Schedule B and a multiple of 1.10 times
the hourly rate charged to the Consultant, as forth in Schedule C. The term "Additional Services"
includes any additional work required and approved by the City, including work involving all or any
sub-consultants whether previously retained for the work or not or whether participating as members
with Consultant or not, subject to the City's right to previously approve any change in the consultants
as set forth in this Agreement.
13.2 For Reimbursable Expenses, as defined in Article 6, the Consultant shall be paid, up
to the reimbursable expense limit set forth in the Service Order, the exact amount(s) expended by
the Consultant and its consultants in the interest of the Project, subject to the Consultant furnishing
adequate documentation of the expense and, if required, demonstrating to the satisfaction of the City
that the expense was in the interest of the Project.
13.3 Payments due the Consultant and unpaid under this Agreement will be considered
due thirty (30) days from receipt by the City of a detailed statement or invoice, unless the City
contests an item or items set forth in the invoice.
13.4 The City arId the Architect agree in accordance with the terms and conditions of this
Agreement that:
13.4.1 If the scope of the Project or the Consultant's Services is changed substantially and
materially, the amount of compensation shall be equitably adjusted.
13.4.2 If the entire Services covered by this Agreement have not been completed within
twenty-four (24) months of the date hereof, through no fault of the Consultant, the amounts of
compensation, rates and multiples set forth herein shall be adjusted upwards to compensate for
changes in the cost ofliving, by mutual agreement of the parties, on the unspent fee balance.
ARTICLE 14. INSURANCE
14.1 The Consultant shall comply throughout the term of this Agreement with the
insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not
commence with work on this Project until satisfactory proof of the following insurance coverage has
25
been furnished to the City. The Consultant will maintain in effect the following insurance
coverages:
(a) Architects and Engineers Professional Liability Insurance in the amount of Five
Hundred Thousand ($500,000.00) Dollars per occurrence on a claims made form.
(b) Comprehensive General Liability Insurance in the amount of $1 ,000,000.00 Single
Limit Bodily Injury and Property Damage coverage for each occurrence, which will include
products, completed operations, and contractual liability coverages. The City must be named as an
additional insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
14.2 Thirty (30) days prior written notice, of cancellation or of substantial modifications
in the insurance coverages, must be given by the Consultant to the City Manager.
14.2.1 The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Bests' Guide Rating Book and must additionally be furnished by
insurance companies duly authorized to do business in the State of Florida and countersigned by the
company's Florida resident agent.
ARTICLE 15. INDEMNIFICATION
15.1 In consideration of a separate and specific consideration of $10.00 and other good and
valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees
to indemnify, defend and hold the City and its employees, agents and authorized representatives
harmless with respect to any and all costs, claims, damages and liability which may arise out of the
performance of this Agreement as a result of any negligent acts, errors or omission of the Consultant,
or the Consultant's sub-consultants, or any other person or entity under the direction or control of
Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the City, its employees, agents and
authorized representatives when applicable, including appellate proceedings, and shall pay all costs,
judgments and attorneys' fees which may issue thereon.
ARTICLE 16. VENUE
16.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms or
26
conditions herein exclusive venue for the enforcement of same shall lie in Dade County, Florida.
ARTICLE 17. LIMITATION OF LIABILITY
17.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under any outstanding Service Order. Consultant hereby expresses its willingness to enter into this
Agreement with Consultant's recovery from the City for any damage action for breach of contract
to be limited to a maximum amount of the fee set forth in the Service Order, less the amount of all
funds actually paid by the City to Consultant pursuant to the Service Order.
17.2 Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to Consultant for damages in an amount
in excess of the amount of fee under any outstanding Service Order, which amount shall be reduced
by the amount actually paid by the City to Consultant pursuant to the Service Order, for any action
or claim for breach of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in
this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability
as set forth in Section 768.28, Florida Statutes.
ARTICLE 18. ADDITIONAL CONDITIONS
18.1 The parties each hereby bind themselves, their successors, aSSIgns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
Consultant's services are unique in nature and that the Consultant may only receive such
authorization by way of a City Commission resolution.
18.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
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ARTICLE 19. NOTICE
19.1 All written notices given to City by Consultant shall be addressed to:
City Manager
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
City Attorney
1700 Convention Center Drive
Miami Beach, Florida 33139
All written notices from the City to the Consultant shall be addressed to:
Jorge E. Corzo, P.E.
Corzo Castella Carballo Thompson Salma, P.A.
901 Ponce de Leon Blvd., Suite 900
Coral Gables, FL 33134
All notices mailed by either party shall be deemed to be sufficiently transmitted if sent by
certified mail, return receipt requested.
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IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
signed in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
Attest
CITY OF MIAMI BEACH
1!lJ
~r~
CITY CLERK
MAYOR
Witness
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(}!:;ltt/&r
~,-fa Ce ,iLl 0\('(( If'~
Print Name
~P6 E~ {P)tJo
Print Name
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Title
CORPORATE SEAL
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Print Name
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
~~
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SCHED ULE "A"
CITY OF MIAMI BEACH CONSULTANT SERVICE ORDER
Service Order No.
for Consulting Services
TO:
DATE:
Pursuant to the Agreement between City of Miami Beach and
, for VARIOUS CITY CAPITAL PROJECTS WHERE BASIC
CONSTRUCTION COST DOES NOT EXCEED $500,000.00 PER PROJECT, you are directed to
provide the following services (outline services in detail, if additional sheets are required, please
attach to this exhibit):
Project Name and No.:
Calendar days to complete this work (from date of issue):
Estimated Construction Cost $
Fee for this Service Order $
The above fee is a lump sum _, or Upset limit _, (check one)
Basic Service Additional Service
Reimbursable Expense
ACCEPTED:
Project Coordinator
Consultant
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SCHEDULE B
CONSULTANT COMPENSATION RATES
1. Fee estimate for projects with a total budget project cost up to $500,000.00 for project
profiles as stated in the scope of projects:
a. Civil Engineering - Roads, Parking Lots, Utilities/Seawalls -
6% Lump Sum of the Construction Cost
b. New Construction/Buildings -
7.5% Lump Sum of the Construction Cost
c. Renovations/Buildings -
10% Lump Sum of the Construction Cost
2. Detail rates, including overhead and profit for hourly rates of personnel:
Principal
$110.00/Per Hour
Senior Architect/Senior Engineer
$ 80.00/Per Hour
Architect/Engineer
$ 65.00/Per Hour
Jr. Architect/Jr. Engineer
$ 50.00/Per Hour
CADD Operator
$ 55.00/Per Hour
Draftsperson
$ 45.00/Per Hour
Clerical
$ 25.00/Per Hour
Consultants
(See Schedule C)
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SCHEDULE"C"
SUBCONSUL T ANT HOURL Y COMPENSATION RATES
Structural Engineering
Senior Engineer
Engineer
Jr. Engineer
CADD Operator
Drafting - Designer
Surveying
3-man survey crew
Professional Land Surveyor
CADD Operator
Drafting
Electrical-Mechanical Engineer
Senior Engineer
Engineer
Jr. Engineer
CADD Operator
Drafting - Designer
$80.00
$65.00
$50.00
$55.00
$45.00
$70.00
$65.00
$55.00
$25.00
$80.00
$65.00
$50.00
$55.00
$45.00
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SCHEDULE"D"
PROJECT SCHEDULE
(INSERT PROJECT SCHEDULE)
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