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Agreement with EDAW, Inc. AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDAW,INC. , \) FOR THE PROVISION OF PROFESSIONAL ARCHITECTURE, LANDSCAPE ARCHITECTURE, AND ENGINEERING SERVICES FOR THE PLANNING PHASE OF THE FLAMINGO PARK / PROPERTY MANAGEMENT YARD IMPROVEMENT PROJECT JULY 2004 Flamingo Park I Property Manangement Yard Improvement Project July 2004 TABLE OF CONTENTS DESCRIPTION PAGE ARTICLE 1 DEFINITIONS 2 1.1 City 2 1.2 City Commission 2 1.3 City Manager 2 1.4 Proposal Documents 3 1.5 Consultant 3 1.6 City's Project Coordinator 3 1.7 Basic Services 4 1.8 The Project 4 1.9 Force Majeure 4 1.10 Contract Amendment 4 1.11 Additional Services 5 1.12 Schedules 5 ARTICLE 2. SCOPE OF SERVICES 5 ARTICLE 3. THE CITY'S RESPONSmILITIES 11 ARTICLE 4. ADDITIONAL SERVICES 15 ARTICLE 5. REIMBURSABLE EXPENSES 16 ARTICLE 6. COMPENSATION FOR SERVICES 17 ARTICLE 7, CONSULTANT'S ACCOUNTING RECORDS 19 ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 19 11 Flamingo Park I Property Manangement Yard Improvement Project July 2004 ARTICLE 9. TERMINATION OF AGREEMENT 19 9.1 Termination for Lack of Funds 19 9.2 Termination for Cause 20 9.3 Termination for Convenience 21 9.4 Termination by Consultant 21 9.5 Implementation of Termination 22 9,6 Non-Solicitation 22 ARTICLE 10. INSURANCE 23 ARTICLE 11. INDEMNIFICATION 24 ARTICLE 12. VENUE 24 ARTICLE 13. LIMITATION OF LIABILITY 25 ARTICLE 14. MISCELLANEOUS PROVISIONS 26 ARTICLE 15. NOTICE 28 SCHEDULES SCHEDULE "A" - SCOPE OF SERVICES SCHEDULE "B" - CONSULT ANT COMPENSATION SCHEDULE "C" - HOURLY BILLING RATE SCHEDULE SCHEDULE "D" - PROJECT SCHEDULE 30 31 32 33 111 Flamingo Park I Property Manangement Yard Improvement Project July 2004 AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDA W, INC. FOR THE PROVISION OF PROFESSIONAL ARCHITECTURE, LANDSCAPE ARCHITECTURE, AND ENGINEERING SERVICES FOR THE PLANNING PHASE OF THE FLAMINGO PARK / PROPERTY MANAGEMENT YARD IMPROVEMENT PROJECT JULY 2004 THIS AGREEMENT made and entered into this ,5'fL day of ~, 2004, by and between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and EDA W, Inc., a California corporation, having its principal offices at 817 W. Peachtree Street NW, Suite 770, Atlanta, GA 30308 (hereinafter referred to as Consultant). WIT N E SSE T H: WHEREAS, on June 19,2002, the City Commission authorized the issuance of Request for Qualifications No. 52-01/02 for architecture, landscape architecture, and engineering services needed to implement the Flamingo Park / Property Management Yard Improvement Project (the RFQ); and WHEREAS, on December 11 2002, the City Commission authorized the Administration to negotiate an Agreement with Consultant, as the top-ranked proposer pursuant to the RFQ; and Flamingo Park I Property Manangement Yard Improvement Project July 2004 WHEREAS, the City Administration and Consultant have determined that an initial Agreement should be limited only to the services related to the Task 1 Planning Phase and Task 2.1 (Field Verification of Existing Conditions) of the Design Phase for the Flamingo Park / Property Management Yard Improvement Project, and accordingly the parties have negotiated the following Agreement; and WHEREAS, at its regular meeting on May 5, 2004, the City Commission approved a professional services fee of $149,689 for the provision of the required professional services pursuant to this Agreement. 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" 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 govemmg 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 designees, including the 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 City Commission) to the Consultant. 2 Flamingo Park I Property Manangement Yard Improvement Project July 2004 1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean REQUEST FOR QUALIFICATIONS NO. 52-01/02 TO PROVIDE PROFESSIONAL ARCHITECTURE, LANDSCAPE ARCHITECTURE AND ENGINEERING SERVICES NEEDED TO IMPLEMENT THE FLAMINGO PARK / PROPERTY MANAGEMENT YARD IMPROVEMENT PROJECT (RFQ NO. 52-01/02) 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 is incorporated by reference in this Agreement and made a part hereof; provided, however, that in the event of an express conflict between the Proposal Documents and this Agreement, this Agreement shall prevail. The parties further agree and acknowledge that this Agreement, and the services contemplated to be provided by Consultant hereto, is intended only to address the Planning Phase of the Project, and any future services by Consultant beyond those contemplated in this Agreement, shall require a duly authorized and executed amendment. 1.5 CONSULTANT The "Consultant" is herein defined as EDAW, INC., a California corporation having its principal offices at 817 W. Peachtree Street NW, Suite 770, Atlanta, GA 30308, 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. The following subconsultants were included in the Consultant's Proposal and are hereby approved by the City for the Project: Arquitectonica (Architects) Burns & McDonnell (Civil Engineers) EMBT:Enric Miralles and Benedetta Tagiablle (Architects) 1.6 PROJECT COORDINATOR The" Project Coordinator" shall mean the 3 Flamingo Park / Property Manangement Yard Improvement Project July 2004 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 SERVICES The Services contemplated at this time include only planning services, as hereinafter stipulated. The City may, at its sole discretion, and upon successful negotiation of an Amendment to this Agreement with the Consultant, amend same to include design, bidding and construction administration services, all as hereinafter stipulated. 1.8 PROJECT The "Project" shall mean that certain City Capital Project known as the "Flamingo Park / Property Management Yard Improvement Project," as further described in Schedule "A", attached hereto. 1.9 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior or irresistible force occasioned by violence in nature without the interference of human agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by 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; other causes beyond the parties' control; or by any other such causes which the Consultant and the City decide in writing justify the delay; provided, however, that market conditions, labor conditions, construction industry price trends and similar matters which normally impact on the bidding process shall not be considered a Force Majeure. 1.10 CONTRACT AMENDMENT "Contract Amendment" shall mean the written order to the Consultant approved by the City, as specified in this Agreement, and signed by the City's duly authorized representative, authorizing a change in the Project or the method and manner of performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Contract Amendments shall be approved by the City 4 Flamingo Park / Property Manangement Yard Improvement Project July 2004 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 in amount (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 shall retain the right to seek and obtain concurrence of the City Commission for the approval of any such Contract Amendment. 1.11 ADDITIONAL SERVICES "Additional Services" shall mean those services described in Article 4 herein, which have been duly authorized in writing by the City Manager prior to commencement of same, 1.12 SCHEDULES "Schedules" shall mean the various schedules attached to this Agreement and referred to as follows: Schedule A - Scope of Services. Schedule B - Consultant Compensation: The schedule of compensation to the Consultant for the Services contemplated in Schedule "A", and for Reimbursable Expenses, as defined, plus any Additional Services, as submitted by the Consultant and approved by the City. Schedule C - Hourly Billing Rate Schedule: The schedule of Hourly Compensation Rates to the Consultant, as submitted by the Consultant and approved by the City, Schedule D - Project Schedule. ARTICLE 2. SCOPE OF SERVICES 2.1 The Consultant shall provide the Services for the Project, as set forth in Schedule 5 Flamingo Park I Property Manangement Yard Improvement Project July 2004 "A", attached hereto and incorporated herein. The Services for this Project will be performed by the Consultant upon receipt of a written Notice to Proceed issued by the City Manager, or his designee. Consultant shall countersign the Notice to Proceed. The Consultant shall coordinate with subconsultants and other consultants, and conform to all applicable building codes and regulations. Consultant, as it relates to its Services, represents and warrants to the City that it is knowledgeable of codes, rules and regulations applicable in the jurisdictions in which the Project is located, including without limitation, local ordinances and codes (City of Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules and regulations, including, without limitation, Federal laws, rules and regulations. The Consultant agrees to comply with all such laws, codes, rules, and regulations now in effect, and as may be amended or adopted at any time during the term of this Agreement, and shall further take into account all known pending changes to the foregoing, of which it should reasonably be aware. The Consultant expressly agrees that all of its duties, services and responsibilities under this Agreement shall be performed in accordance with the standard of care normally exercised in the design of projects of this nature in South Florida. In addition, Consultant represents that it is experienced and fully qualified to perform the Services contemplated by this Agreement, and that it is properly licensed pursuant to the applicable laws, rules and regulations, to perform such Services. Consultant warrants that it shall be responsible for the technical accuracy of its documents and deliverables. 2.2 ADDITIONAL SERVICES If required and so approved by the City, Consultant shall provide Additional Services, as noted in the attached Schedule "A" ("Scope of Services"). 6 Flamingo Park I Property Manangement Yard Improvement Project July 2004 2.3 RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the City shall not constitute nor be deemed a release of the responsibility and liability of the Consultant, its employees, subcontractors, agents and consultants for the accuracy and competency of its designs, working drawings, specifications or other documents and services; nor shall such approval be deemed to be an assumption of such responsibility by the City for a defect, error or omission in designs, working drawings, specifications or other documents prepared by the Consultant, its employees, subcontractors, agents and consultants. However, the Consultant shall be entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished by the City and its employees. 2.4 TIME It is understood that time is of the essence in the completion of this Project, and in this respect the parties agree that Consultant shall complete the Services in accordance with the Project Schedule, attached herein and incorporated herein as Schedule "D". 2.5 The Consultant shall perform the Services as expeditiously as is consistent with the standard of professional skill and care required by this Agreement. 2.6 The parties agree that the Consultant's Services will be performed in a manner that shall conform with the approved Project Schedule, which is attached to this Agreement as Schedule "D". The Consultant may submit requests for an adjustment 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. 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. 2.7 In providing the Services described in this Agreement, the Consultant shall use its 7 Flamingo Park I Property Manangement Yard Improvement Project July 2004 best efforts to maintain, on behalf of the City, a constructive, professional, and cooperative working relationship with the Project Coordinator, and others that have been contracted to perform services and / or work pertaining to the Project. 2.8 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or omissions by the City or others make such performance impossible. 2.9 Whenever during the term of this Agreement, others are required to verify, review, or consider any work performed by Consultant, including but not limited to the design professionals, contractors, and other consultants retained by the City, the intent of such requirement is to enable the Consultant to receive input from others' professional expertise to identify any discrepancies, errors or omissions that are inconsistent with industry standards for design or construction of comparable public projects; or which are inconsistent with applicable laws, codes, ordinances, and regulations; or which are inconsistent with standards or decisions provided in writing by the Project Coordinator. Consultant will use reasonable care and skill in accordance with and consistent with customary professional standards in responding to items identified as discrepancies, errors and omissions by others. Consultant shall address comments forwarded to it in a timely manner. The term "timely" shall be construed to mean as soon as possible under the circumstances, taking into account the requirements of the Project Schedule. 2.10 The City shall have the right at any time, and in its sole and absolute discretion, to submit for review to consulting engineers or consulting architects or other consultants, engaged by the City at its own expense for that purpose, any or all parts of the Services performed by the Consultant, and the Consultant shall cooperate fully in such review at the City's request. 8 Flamingo Park / Property Manangement Yard Improvement Project July 2004 2,11 Consultant represents to City that any evaluations of the City's Project Budget, a Consultant generated Statement of Probable Construction Cost, and detailed estimates that may be furnished pursuant to this Agreement, represent Consultant's best judgement as a design professional familiar with the construction industry. Consultant cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of construction cost or evaluation prepared or agreed to by Consultant. 2.12 Consultant agrees that, when the Services to be provided hereunder relate to a professional service which, under Florida Statutes, requires a license, certification of authorization, or other form of legal entitlement to practice such services, it shall employ and/or retain only qualified personnel to provide such services. 2.13 Consultant agrees to employ and designate in writing, within five (5) calendar days after receiving its initial Notice to Proceed, a qualified licensed professional to serve as the Consultant's project manager (herein after referred to as "Project Manager"). The Project Manager shall be authorized and responsible to act on behalf of Consultant with respect to directing, coordinating and administrating all aspects of Services to be provided and performed under this Agreement. The person selected by Consultant to serve as Project Manager shall be subject to approval and acceptance by City. Replacement (including reassignment) of said Project Manager shall not be made without the prior written approval ofthe City. 2.14 Consultant agrees, within fourteen (14) calendar days of receipt of written notice to do such from City, to promptly remove and replace Project Manager, or any other personnel employed or retained by Consultant, or any subconsultant or subcontractors engaged by Consultant, which request may be made by City with or without stating its cause. 9 Flamingo Park / Property Manangement Yard Improvement Project July 2004 2,15 Consultant herein represents to City that it has expertise in the type of professional services that will be performed pursuant to this Agreement. Consultant agrees that all Services to be provided by Consultant pursuant to this Agreement shall be subject to City's review and approval and shall be in accordance with the generally accepted standards of professional practice in the State of Florida, as well as in accordance with applicable published laws, statutes, ordinances, codes, rules, regulations and requirements of any governmental agencies having jurisdiction over the Project or the Services to be performed by Consultant hereunder. In the event of any conflicts in these requirements, Consultant shall notify City of such conflict and utilize its best professional judgement to advise City regarding resolution of each such conflict. 2.16 Consultant agrees not to divulge, furnish or make available to any third person, firm or organization, without City's prior written consent, or unless incident to the proper performance of Consultant's obligations hereunder, or in the course of judicial or legislative proceedings where such information has been properly subpoenaed, any non- public information concerning Services to be rendered by Consultant hereunder, and Consultant shall require its employees, agents, subconsultants and subcontractors to comply with the provisions of this paragraph. 2.17 Consultant shall establish and maintain files of documents, letters, reports, plans, etc. pertinent to the Project. Consultant shall provide City with a copy of applicable Project correspondence for City to file in its filing system. In addition, Consultant shall provide electronic Project document files to the City, upon the completion of the Services contemplated in the Agreement, or in the event of termination of this Agreement. 2.18 It is further the intent of this Agreement that the Consultant shall perform its duties under this Agreement in a competent, timely and professional manner and that it shall be responsible to the City for any failure in its performance except to the extent that acts or 10 Flamingo Park I Property Manangement Yard Improvement Project July 2004 omissions by the City or others make such performance impossible. 2.19 In the event Consultant is unable to timely complete the Project because of delays resulting from untimely review by City or other governmental authorities having jurisdiction over the Project, or such delays which are caused by factors outside the control of Consultant, Consultant shall provide City with immediate written notice stating the reason for such delay and a revised anticipated schedule of completion. City, upon review of Consultant's submittal and such other documentation as the City may require, may grant a reasonable extension of time for completion of the remaining Services and may provide reasonable compensation, if appropriate, 2.15 The Consultant covenants with the City to furnish its Services hereunder properly, in accordance with the standards of its profession and in conformance with applicable construction, building and health codes and other applicable Federal, State and local rules, regulations and laws, of which it should reasonably be aware, throughout the term of this Agreement. The City's participation in the design and construction of the Project in no way relieves the Consultant of its professional duties and responsibilities under applicable law and under the Agreement. ARTICLE 3. THE CITY'S RESPONSIBILITIES 3.1 The City shall designate in writing a Project Coordinator to act as the City's representative with respect to Services to be rendered under this Agreement (herein after referred to as Project Coordinator). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define City policies and decisions with respect to Consultant's Services on this Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to Consultant that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatsoever, unless approved by the City Manager and/or City Commission in 11 Flamingo Park / Property Manangement Yard Improvement Project July 2004 compliance with Article 1.11 requirements, including but not limited to the following: a) The Scope of Services to be provided and performed by Consultant hereunder; b) The time the Consultant is obligated to commence and complete all such Services; or c) The amount of compensation the City IS obligated or committed to pay Consultant. 3.2 The City shall assist Consultant by placing at Consultant's disposal all information City has available pertinent to the Project, including previous reports and any other data relative to design or construction of the Project. It shall be fully understood that City, in making such reports, site information, and documents available to the Consultant, is in no way certifying representing and/or warranting as to the accuracy or completeness of such data, including, but not limited to, any information provided in the City's portion of the Proposal Documents and backup documentation thereto. Any conclusions or assumptions drawn through examination thereof shall be the sole responsibility of the Consultant and subject to whatever measure it deems necessary to final verification essential to its performance under this Agreement. Additional Services required due to inaccurate, incomplete or incorrect information supplied by the City may be undertaken by the Consultant as an Additional Service to this Agreement. Consultant shall notify the Project Coordinator, in writing, in a timely manner and obtain said Project Coordinator's written consent, before proceeding with the work. If Consultant proceeds with the additional services without notifying and obtaining the consent of the Project Coordinator, said work shall not be compensated as an Additional Service, and shall be deemed to be within the original level of effort and deemed included within the original Scope of Services contemplated herein. 3.2 In the City's sole discretion, the City may furnish legal, accounting and insurance 12 Flamingo Park / Property Manangement Yard Improvement Project July 2004 counseling servIces as may be required at any time for the Project, including such auditing services as the City may require to verify the Consultant's applications for payment or to ascertain that Consultant has properly remitted payment due to subconsultants or vendors working on the Project for which Consultant has received payment from the City. 3.4 The City shall furnish required information and services and render approvals and decisions in writing as reasonably expeditious as necessary for the orderly progress of the Consultant's Services. 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. 3.5 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. 3.5.1 The City Commission shall be the body to consider, comment upon, or approve any amendments or modifications to this Agreement, except when noted otherwise (Le., where delegated to the City Manager or his designee) in this Agreement. 3.5.2 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. 13 Flamingo Park I Property Manangement Yard Improvement Project July 2004 3.5.3 All required 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. 3.5.4 The City Commission shall hear appeals from the administrative decision of the City Manager's appointed designee(s), upon the Consultant's written request, in which case the Commission's decision shall be final. 3.5.5 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). 3.6 The City Manager or his designee(s) 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 City Commission) to the Consultant. These authorizations shall include, without limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and other documents submitted to the City by the Consultant. 3.6.1 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 shall attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of the Consultant's Services. 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. 3.6.2 The City Manager shall be authorized, but not required, at the request of 14 Flamingo Park I Property Manangement Yard Improvement Project July 2004 the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided, however, that the Consultant's compensation or other budgets established by this Agreement cannot be increased. 3,6.3 The City Manager, or his designee, shall be the representative of the City authorized to issue a Notice to Proceed, as referenced in attached Schedule "A" ("Scope of Services"). 3.6.4 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) and which do not increase any of the budgets established herein. 3.6.5 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. ARTICLE 4. ADDITIONAL SERVICES 4.1 Additional Services for this Project will only be performed by the Consultant following receipt of a written authorization by the City Manager or Project Coordinator prior to commencement of same. Such authorization shall contain a description of the Services required; an hourly fee, as provided in Schedule "C" with a "Not to Exceed" amount; additional Reimbursable Expenses (if any); and an amended completion date for the remaining Services (if any). "Not to Exceed" shall mean the maximum cumulative hourly fees allowable, which the Consultant shall not exceed without specific written authorization from the City. The "Not to Exceed" amount is not a guaranteed maximum cost for the services requested by 15 Flamingo Park / Property Manangement Yard Improvement Project July 2004 the City and all costs applied to such shall be verifiable through time sheet and reimbursable expense reviews. 4.2 The term "Additional Services" includes services involving the Consultant or any subconsultants whether previously retained for the Services 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. ARTICLE S. REIMBURSABLE EXPENSES 5.1 Reimbursable Expenses are III addition to the compensation for Services contemplated in Schedule "A" and Additional Services (if any), and include actual expenditures made by the Consultant in the interest of the Project. All Reimbursable Expenses pursuant to this Article, in excess of $500, must be authorized in advance, in writing, by 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". 5.2 Expenses subject to reimbursement in accordance with the above procedures may include the following: 5.2.1 The cost of testing or investigation of underground utilities, if authorized by the City's Project Coordinator. 5.2.2 Expense of reproduction, postage and handling of drawings, specifications and other documents, excluding reproductions for the office use of the Consultant and sub-consultants. Courier and postage between the Consultant and its 16 Flamingo Park I Property Man.ngement Yard Improvement Project July 2004 sub consultants are not reimbursable. 5.2.3 Expenses for reproduction and the preparation of graphics for community workshops ARTICLE 6. COMPENSATION FOR SERVICES 6.1 The Consultant shall be compensated the not to exceed, cost reimbursable fee amount of $149,689, listed in Schedule "B", for the Scope of Services contemplated herein and in the attached Schedule "A", based on the "Hourly Rate Schedule" presented in Schedule "C". Payments for Services shall be made within forty-five (45) calendar days of receipt and approval of an acceptable invoice by the Project Coordinator. Payments shall be made in proportion to the Services satisfactorily performed, so that the payments for Services shall not exceed the progress percentage noted in the Consultant's Progress Schedule, submitted with each invoice, No markup shall be allowed on subcontracted Services, 6.2 Additional Services authorized in accord with Article 4 will be compensated using the hourly rates forth in Schedule "C". Request for payment of Additional Services shall be included with the monthly Services payment request noted in Article 6.5. All Additional Services must be approved by the Project Coordinator, in writing, prior to commencement of same, as noted in Article 4. Under no circumstances shall the "Not to Exceed" amount noted in Schedule "B" be exceeded without prior written approval from the City's Project Coordinator. No markup shall be allowed on subcontracted Additional Services. 6.3 Reimbursable Expenses, as defined in Article 5, shall be paid up to the "Not to 17 Flamingo Park I Property Manangement Yard Improvement Project July 2004 Exceed" amount noted in Schedule "B". Request for payment of Reimbursable Expenses shall be included with the monthly Services payment request noted in Article 6.5. Proper backup must be submitted with all reimbursable requests. No markup or administrative charges shall be allowed on Reimbursable Expenses. 6.4 The City and the Consultant agree in accordance with the terms and conditions of this Agreement that: 6.4.1 If the scope of the Project or the Consultant's Services is changed substantially and materially, the amount of compensation may be equitably adjusted by mutual agreement of the parties. 6.4.2 Commencing on October I, 2004, the Hourly Billing Rate Schedule shown in Exhibit "C" may be adjusted annually based upon the Miami - Fort Lauderdale Consumer Price Index issued by the U.S. Department of Labor, Bureau of Labor Statistics, Such adjustment shall be calculated by multiplying the ratio of the April index divided by the previous year's index by the Hourly Rate Schedule to define the new Hourly Rate Schedule. The maximum increase will be limited to three percent (3%). 6.5 Method of Billing and Payment. With respect to all Services, Consultant shall submit billings on a monthly basis in a timely manner. These billings shall identify the nature of the work performed; the total hours of work performed by employee category; and the respective hourly billing rate associated with the employee category from the Hourly Rate Schedule. In the event subconsultant work is accomplished utilizing the lump sum method, the percentage of completion shall be identified. Billings shall also itemize and summarize Reimbursables by category. Where written approval of the City is required for Reimbursable Expenses, a copy of said approval shall accompany the billing for such reimbursable. When requested, Consultant shall provide backup for past 18 Flamingo Park / Property Manangement Yard Improvement Project July 2004 and current mVOlces that records hours for all Services by employee category and reimbursable by category. 6.6 The City shall pay Consultant within forty-five (45) calendar days from receipt of Consultant's proper statement. ARTICLE 7. CONSULTANT'S ACCOUNTING RECORDS 7.1 Consultant shall keep such records and accounts and reqUIre any and all Consultant and subconsultants to keep such records and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged to the Project, and any expenses for which Consultant expects to be reimbursed. All books and records relative to the Project will be available at all reasonable times for examination and audit by City and shall be kept for a period of three (3) years after the completion of all work to be performed pursuant to this Agreement. Incomplete or incorrect entries in such books and records will be grounds for City's disallowance of any fees or expenses based upon such entries. All books and records which are considered public records shall, pursuant to Chapter 119, Florida Statutes, be kept by Consultant in accordance with such statutes. ARTICLE 8. OWNERSHIP AND USE OF DOCUMENTS 8.1 Electronic files of all documents, including, but not limited to, tracings, drawings, estimates, specifications, investigations and studies completed or partially completed, shall become the property of the City upon completion, termination, or abandonment of the 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 ofthe Project. 19 Flamingo Park I Property Manangement Yard Improvement Project July 2004 8.2 Any re-use of documents by City without written verification or adaptation by Consultant for the specific purpose intended will be without liability to Consultant. ARTICLE 9. TERMINATION OF AGREEMENT 9.1 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 for the Project, the Project may be abandoned or terminated, and the City may cancel this Agreement as provided for herein without further liability to the City. 9.2 Termination For Cause. The City may terminate this Agreement for cause in the event that the Consultant (1) violates any provisions ofthis Agreement or performs same in bad faith; or (2) unreasonably delays the performance of the Services or does not perform the Services in a satisfactory manner. In the case of termination by the City for cause, the Consultant shall first be granted a fifteen (15) day cure period after receipt of written notice from the City. 9.2.1 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. 20 Flamingo Park / Property Manangement Yard Improvement Project July 2004 9.2.2 Payment only for Services satisfactorily performed by the Consultant and accepted by the City prior to receipt of a Notice of Termination, shall be made in accordance with Article 6 herein and the City shall have no further liability for compensation, expenses or fees to the Consultant. 9.2.3 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 created and/or otherwise generated by Consultant pursuant to this Agreement. The City's receipt of all of the aforestated materials shall be a condition precedent to Consultant's receipt of any payment due. 9.2.4 In the event of a termination for cause, no payments to the Consultant shall be made (1) for Services not satisfactorily performed; and (2) for assembly of submittal of documents, as provided above. 9.3 Termination For Convenience. The City, in addition to the rights and options to Terminate for Cause, as set forth herein, or any other provisions set forth in this Agreement, retains the right to terminate this Agreement, at its sole option, at any time, for convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the best interest of the City, upon notice to Consultant, in writing, fourteen (14) days prior to termination. In the event City terminates Consultant's services for its convenience, as provided herein, 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, and the City shall have no further liability for compensation, expenses or fees to the Consultant. 21 Flamingo Park I Property Manangement Yard Improvement Project July 2004 9.4 Termination Bv 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 by the Consultant and accepted by the City prior to receipt of a Notice of Termination shall be made in accordance with Article 6 herein. In the case of termination by Consultant for cause, the City shall be granted a thirty (30) day cure period after receipt of written notice from the Consultant. 9.4.1 The Consultant shall have no right to terminate this Agreement for convenience of the Consultant. 9.5 Implementation Of Termination. In the event of termination, either for cause or for convenience, the Consultant, upon receipt of the Notice of Termination, shall (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 Project Coordinator, 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. 9.6 Non Solicitation. The Consultant warrants that it has not employed or retained any company or person, other than an employee working solely for the Consultant, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay 22 Flamingo Park I Property Manangement Yard Improvement Project July 2004 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 10. INSURANCE 10.1 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 any work on this Project until satisfactory proof of the following insurance coverage has been furnished to the City. The Consultant will maintain in effect the following insurance coverage: (a) Professional Liability Insurance in the amount of One Million ($1,000,000,00) Dollars per occurrence, with a maximum deductible of $150,000 per occurrence, $450,000 aggregate. Consultant shall notify City in writing within thirty (30) days of any claims filed or made against the Professional Liability Insurance Policy. (b) Comprehensive General Liability Insurance m the amount of $1,000,000.00 Single Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products, completed operations, and contractual liability coverage. The City must be named as an additional insured on this policy, (c) Worker's compensation and employer's liability coverage within the statutory limits of the State of Florida. 10.2 The Consultant must give thirty (30) days prior written notice of cancellation or 23 Flamingo Park I Property Manangement Yard Improvement Project July 2004 of substantial modifications in the insurance coverage, to the Project Coordinator. 10.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its equivalent, according to Bests' Guide Rating Book and 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. lOA Consultant shall provide to City a Certificate of Insurance or a copy of all insurance policies required above. City reserves the right to require a certified copy of such policies upon request. All certificates and endorsements required herein shall state that the City shall be given thirty (30) days notice prior to expiration or cancellation of the policy. ARTICLE 11. INDEMNIFICATION 11.1 Consultant herein agrees to indemnify and hold harmless the City, and its officers, agents and employees, from liabilities, damages, losses and costs, including, but not limited to, reasonable attorneys' fees, to the extent caused by the negligence, recklessness, or intentionally wrongful conduct of the Consultant and other persons employed or utilized by the Consultant in the performance of the Agreement. This Article 11, and the indemnification contained herein, shall survive the termination and/or expiration of this Agreement. ARTICLE 12. VENUE 12.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and iflegal action is necessary by either party with respect to the enforcement of any or all of the terms or conditions herein. 24 Flamingo Park I Property Manangement Yard Improvement Project July 2004 This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both substantive and remedial, without regard to principles of conflict of laws. The exclusive venue for any litigation arising out of this Agreement shall be Miami-Dade County, Florida, if in state court, and the U.S. District Court, Southern District of Florida, if in federal court. BY ENTERING INTO THIS AGREEMENT, CONSULTANT AND CITY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CNIL LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT. ARTICLE 13. LIMITATION OF LIABILITY 13.1 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 the fees for Services agreed upon under the terms of the Agreement, less any amount(s) paid to Consultant thereunder. 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 for Services agreed upon under the terms of the Agreement, less the amount of all funds actually paid by the City to the Consultant Accordingly, and notwithstanding any other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by the City of this Agreement in an amount in excess of the amount of fee under any this Agreement, which amount shall be reduced by the amount actually paid by the City to Consultant 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 2S Flamingo Park I Property Manangement Yard Improvement Project July 2004 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 14, MISCELLANEOUS PROVISIONS 14.1 The laws of the State of Florida shall govern this Agreement. 14.2 Equal Opportunitv Employment: Consultant agrees that it will not discriminate against any employee or applicant for employment for work under this Agreement because of race, color, religion, sex, age, national origin, disability or sexual orientation and will take affirmative steps to ensure that applicants are employed and employees are treated during employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. This provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment advertising, layoff or compensation; and selection for training, including apprenticeships. Consultant agrees to furnish City with a copy of its Affirmative Action Policy. 14.3 Public Entitv 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 bids or 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. Violation of this Section by Consultant shall result in cancellation and may result in Consultant's debarment. 26 Flamingo Park I Property Manangement Yard Improvement Project July 2004 14.4 No Contingent Fee: Consultant warrants that it has not employed or retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement and that it has not paid or agreed to pay any person, company, corporation, individual or firm other than a bona fide employee working solely for Consultant any fee, commission, percentage, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. For the breach or violation of this provision, City shall have the right to terminate the Agreement without liability at its discretion, to deduct from the contract price, or otherwise recover, the full amount of such fee, commission, percentage, gift, or consideration. 14.5 The Consultant represents that it has made and will make reasonable investigation of all subconsultants to be utilized in the performance of work under this Agreement to determine that they possess the skill, knowledge and experience necessary to enable them to perform the services required. Nothing in this Agreement shall relieve the Consultant of its prime and sole responsibility for the performance of the work under this Agreement. 14.6 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. 14.7 This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by Consultant, under any circumstances, without the prior written consent of City. 14.8 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or understandings applicable to the matters contained herein; 27 Flamingo Park I Property Manangement Yard Improvement Project July 2004 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 tenus 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 tenus or conditions contained herein shall be effective unless contained in a written document executed with the same fonua1ity and of equal dignity herewith. ARTICLE 15. NOTICE 15.1 All written notices given to City by Consultant shall be addressed to: City Manager's Office c/o Assistant City Manager Robert Middaugh City of Miami Beach 1700 Convention Center Drive Miami Beach, Florida 33139 With a copy to: Tim Hemstreet Capital Improvement Projects Director Capital Improvement Projects Office City of Miami Beach 1701 Meridian Avenue, Suite 201 Miami Beach, Florida 33139 28 Flamingo Park I Property Manangement Yard Improvement Project July 2004 All written notices given to the Consultant from the City shall be addressed to: EDA W Incorporated 817 W. Peachtree Street NW Suite 770 Atlanta, Georgia 30308 Attn: Leo Alvarez All notices mailed to either party shall be deemed to be sufficiently transmitted if sent by certified mail, return receipt requested. 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 her Robert Parcher, City Clerk I BEACH :111;UA~ r~ EDAW, Inc. ATTEST: (Corporate Seal) 4hv_,(Ap~...!!t;? ~Z- / y(~ fY4f:->(~ Print Name and Title 3- day of -*-v.(;::.r:2~OVEDNJlO FORM & LANGUAGE & FOR EXECUllON 29 14s-JDlI Date Flamingo Park I Property Manangement Yard Improvement Project July 2004 SCHEDULE A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDAW. Inc. SCOPE OF SERVICES 30 SCHEDULE A CITY OF MIAMI BEACH, FLORIDA FLAMINGO PARK/PROPERTY MANAGEMENT YARD IMPROVEMENT PROJECT SCOPE OF AlE CONSULTANT SERVICES CONSULTANT: EDAW, INC, BACKGROUND The City of Miami Beach (CITY) has developed its multi-million dollar, multi-year "Planned Progress" Capital Improvement Program to rebuild the City's existing roads, infrastructure, utilities, parks and facilities, and to build new capital projects where they are needed. The Program will dramatically improve the quality of life of the City's residents and complement the enormous amount of private reinvestment that has taken place in the City. One of the projects included in the "Planned Progress" program is the Flamingo Park / Property Management Yard Improvement Project. On June 19, 2002, the City Administration authorized the issuance of Request for Qualifications No. 52-01/02 for architecture, landscape architecture, and engineering services needed to implement the Flamingo Park / Property Management Yard Improvement Project (the Project). The two components of the Project were individually allocated funding in the 1999 General Obligation Bond ($ 2.5 million for Flamingo Park and $1.9 million for the Property Management Yard) but were combined for the purposes of project implementation due to the fact that the Property Management Yard is located within Flamingo Park. At this time, the Scope of Services for the Project is limited to the Planning Phase (Task 1), one sub-task of the Design Phase (Task 2.1), and Reimbursable Expenses (Task 6) as identified below. Flamingo Park! Property Management Yard Improvement Project The Project site is located at the center of the Flamingo Park historic district between Alton Road and Meridian Avenue on the west and east, and 11 th Street and 15th Street on the south and north. The Project consists of replacement of the Property Management Yard and comprehensive improvements to the Park. Project work elements include building demolition, renovation and construction, landscaping, enhanced lighting, walkways, signage, entrance features, court and field improvements, and general beautification. An important project goal is the restoration of the Park's historic axial configuration. Total construction costs budgeted are approximately $1,840,000 for the Park and $1,530,000 for the Property Management Yard funded primarily from General Obligation Bond Fund. TASK 1-PLANNING SERVICES The purpose of this Task is to develop a concept plan that meets the City's functional requirements, addresses community input, and stays within established schedule and cost parameters. The planning phase of the Project will include the following major tasks: (1) Project Kick -Off Meeting; (2) Visioning Session to clarify project goals and confirm Project Budget; (3) Site Reconnaissance Visit and Development of Design Concept Alternatives; (4) two Community Design Workshops to provide residents the opportunity to participate in the planning process; and (5) the preparation and presentation of a Basis of Design Report (BODR) for approval by the Mayor and City Commission. 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 1.8. To facilitate the implementation of a Public Information Program, CONSULTANT shall provide electronic files of all project documents, as requested by CITY. Task 1,1 _ Proiect Kick-Off Meetina: CONSULTANT shall meet with CITY to review existing planning documents and receive copies of available reference documents. CITY shall provide general specific information regarding procedures and direction. Based on this meeting CONSULTANT will schedule a reconnaissance visit of the Project site(s). Deliverables: . Attend Project kick-off meeting. Schedule: . Within 5 working days of Task 1 - Planning Phase Notice-to- Proceed. Task 1.2 _ Pro'ect Site Reconnaissance Visit and Develo ment of Desi n Conce t Alternatives: CONSULTANT shall attend a reconnaissance site visit The site visit will be attended by CONSULTANT and CITY staff. The intent of this task is to facilitate CONSULTANT's understanding of the project needs. Based on the results of the site visit, CONSULTANT shall assemble a minimum of three graphic images identifying alternative Project design concepts. At least two of the images shall present proposed improvements possible under current budget limitations. The other image shall reflect additional levels of potential improvements that may be possible should additional funding become available. In addition, CONSULTANT shall prepare preliminary "budget" level cost estimates (+30%, -15% as defined by the American Association of Cost Engineers) for each alternative treatment indicating opinions of probable cost Estimates shall present costs by category types (Le. paving, lighting, landscaping, etc.) and shall be prepared in a Microsoft Excel Spreadsheet format. The CITY has performed certain planning efforts that identified potential locations and types of improvements anticipated. These efforts are summarized in the RFQ. Deliyerables: _ Attend reconnaissance project site visit _ Develop three alternative design concepts. _ Develop "budget" level cost estimates for each concept Schedule: _ Within 10 working days of completion of Task 1.1 services. Task 1,3 _ Attend "Visionina" Session: After conducting the Project site visit and developing design concept alternatives and cost estimates, CONSULTANT shall attend a half-day "Visioning" session to be scheduled with representatives of the CITY, 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 altematives, budget and schedule. Deliverables: _ Attend "Visioning" session with representatives from CITY. Schedule _ Within 25 working days of Task 1.2 completion. Task 1,4 _ Review Meetina Prior to Community Desian Workshops: CONSULTANT 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. CONSULTANT shall prepare and distribute meeting minutes, accordingly. Deliyerables: _ Meet with representatives of CITY during Tasks 1.1 through 1.3 work. Schedule _ Through completion of Task 1.1 through 1.3 work. Task 1,5 _ Community Desian Workshops: Design workshops provide an opportunity for City residents to participate in the planning process for projects in their respective neighborhoods. To this end, a series of two (2) community workshops shall be conducted. CITY will schedule, find locations for, and notify residents of all such meetings. CONSULTANT 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. CONSULTANT 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 follows: Task 1,5,1 Community Design Workshop No. 1 - The first workshop is intended to provide community residents with a review of the proposed Project scope, budget and schedule and create a consensus plan with community concurrence. CONSULTANT shall prepare full size presentation graphics illustrating the Site Analysis Maps and Design Concept Alternatives developed under Tasks 1.2 and 1.3. 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%, -15% as ~defined by the American Association of Cost Engineers. Based on this data, CONSULTANT shall present the preliminary planning information to attendees. CITY Staff will also attend these meetings. and assist CONSULTANT with responses to resident questions, as applicable. CONSULTANT shall note reasonable design revision requests from residents for review and incorporation into the proposed plan. Due to the fixed nature of Project funding. budget limits must be adhered to. CONSULTANT shall be prepared to discuss budgets and the various impacts of resident requested revisions on such, accordingly. Deliverables: _ Prepare materials, attend and conduct Community Design Workshop No. 1 Schedule: _ Within 30 working days after completion of Task 1.4 Task 1,5.2 Community Design Workshop No, 2 - The second workshop is intended to present community residents with the selected design concept, budget and schedule based on the input received during Workshop No. 1. CONSULTANT 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%, - 15% as defined by the American Association of Cost Engineers. Based on this data, CONSULTANT shall present the information to attendees. CITY Staff will also attend these meetings, and assist CONSULTANT with responses to resident questions. as applicable. CONSULTANT shall note that the design concepts presented during this meeting are considered "near final" and CITY will consider only minor design revision requests from residents for review and incorporation into the proposed plan. Deliverables: _ Prepare materials, attend and conduct Community Design Workshop No.2 Schedule _ Within 30 working days of Community Design Workshop No.1 Task 1.6 _ Basis of Desian Report (DRAFT): CONSULTANT shall prepare a draft Basis of Design Report (BOOR) presenting the results of the Community Design Workshops and final design concept plan. The BOOR will include a summary of findings and a Site Plan illustrating all proposed improvements, inclusive of demolition, utilities, buildings, lighting and landscape. Where required, CONSULTANT shall perform a study to determine the most desirable routing for proposed underground improvements. The BOOR shall include sufficient detail in plans, sections, notes and key descriptions to facilitate review by the various CITY permitting and planning divisions discussed in Task 1.7. The draft BOOR shall also include discussions and graphics illustrating: . A Project implementation plan, inclusive of demolition, utilities, buildings, landscape, lighting and landscape construction with a discussion of expected impacts to the facility operations. At a minimum, the Flamingo Park Pool and Property Management Facilities must be maintained operational at all times. . A detailed description of all proposed improvements. . A "budget" level cost estimate prepared in conformance with format approved by CITY. Estimates shall be provided for both current phase and future (unfunded) improvements. Based upon CONSULTANT's cost estimate, CITY shall advise CONSULTANT if portions of the Project need to be deleted, phased and/or bid as alternate bid items to satisfy existing fiscal constraints. CONSULTANT shall revise BOOR to reflect such issues accordingly. . A schedule for implementing the Project itemized phase by phase (design, bid, award, and construction) including critical issues and the time period allowed for resolving each issue. The schedule shall be prepared in "Primavera Project Planner, Version 3.0" format, SureTrak, or other format specified and provided to the CITY. . Discussion regarding permitting authorities having jurisdiction over Projects and provide a list of permits typically retained by the City, as Owner, and/or the Contractor. Unique and/or special permitting requirements shall be identified as well as permitting fees. Deliverables: _ Prepare 25 copies of the draft BOOR. Schedule: _ Within 30 working days from completion of Community Design Workshop No.2. Task 1.7 _ Review of BOOR with CITY Divisions: CONSULTANT shall meet to present and review the draft BOOR with the following review agencies: . City of Miami Beach Departments, to include representatives of the Fire, Police, Planning, Parking, Building Department, Parks Department, Public Works. . City of Miami Beach Historic Preservation Board . City of Miami Beach City Commission CITY shall attend review meetings and assist CONSULTANT, as practicable, in obtaining approvals from noted review agencies by participating in negotiations with such authorities. CONSULTANT retains final responsibility for procuring all necessary approvals, and for implementing required revisions and resubmissions as necessary. It is recognized by CITY that the time period for obtaining approvals from the various review agencies is beyond the control of CONSULTANT, except for issues concerning the acceptability of the proposed design concepts and CONSULTANT's ability to respond to review agency comments. CONSULTANT shall address and respond to comments received from the various reviews in writing, and implement requested revisions into the draft BOOR. as directed by CITY, within fourteen (14) calendar days of receipt of comments, unless agreed to otherwise with CITY. CONSULTANT shall draft meeting minutes and forward them to CITY, who shall finalize and distribute accordingly. Schedule: . Attend BOOR review meetings with noted committees. _ Prepare draft meeting notes. _ Address comments and revise BOOR accordingly. _ Within 30 working days of draft BOOR completion. Deliverables: Task 1.8 _ Final Basis of Desian Report: CONSULTANT shall prepare a final BOOR based on comments and revisions implemented during the reviews with the various CITY Divisions. The final BOOR will serve as the basis for development of detailed design documents as discussed in Task 2. Deliverables: _ Prepare 25 copies of a final BOOR. Schedule: _ Within 20 working days after completion of reviews noted in Task 1.7. TASK 2 -DESIGN SERVICES The purpose of this Task is to prepare of contract documents for the Project. Only one sub- task of this Task, Task 2.1 . Field Verification of Existing Conditions, is included in this Scope of Services. Task 2.1 requires that CONSULTANT perform a variety of forensic tasks to verify, to the extent practicable, existing conditions and the accuracy of base maps as required to successfully complete the Planning Phase. Subsequently, this information may be used for the development of contract drawings, as may be negotiated separately at the City's discretion, with CONSULTANT. To facilitate the implementation of a Public Information Program, CONSULTANT shall provide electronic files of all Project documents, as requested by CITY. Task 2.1 _ Field Verification of Existina Conditions: CONSULTANT shall perform a detailed topographic survey of the existing Project areas to be impacted by construction activities under the scope of this Project. The survey shall be performed by a Certified Land Surveyor in the State of Florida and shall meet the minimum technical standards identified in Chapter 61G17-6, FAC. All survey files shall be prepared in AutoCAD Version 14 format with a layering system as approved by CITY. As a minimum, the survey shall address the following: . Topographic survey shall consist of establishing a baseline with 1 DO-foot stations, and identify sectionalized land corners. Baseline of survey shall be tied into the sectionalized land monuments. . CONSULTANT shall set benchmarks at convenient locations within the Project site to be used during both the design and construction phases of the Project. At a minimum, permanent benchmarks shall be set at corners of the Project site. CONSULTANT shall tie-in at least two existing County benchmarks. The benchmarks shall be derived from existing government benchmarks and be carried into the proposed system using Second Order, Class II procedures. A full listing of benchmark locations shall accompany the survey data. . CONSULTANT shall locate and identify all the existing surface improvements I topographic features that are visible within the Project site, such as the following: ~ Existing valve boxes, water I electrical meter boxes, electrical pull boxes, telephone I cable risers, fences, hydrants, roof drains, etc. ~ Aboveground 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 I height, landscaping plant materials and driveway construction materials. Landscaping materials with a trunk diameter greater than 6 - inches in diameter shall be identified. ~ All buildings including overall dimensions and finished floor elevations. . Survey limits shall include the entire Project site and an additional overlap of 10 feet on either side of the property line. . Topographic survey I base map shall be prepared in AutoCAD version 14.0 and submitted on a 3.5-inch diskette or CD with one copy on 24-inch by 36-inch bond paper to the CITY. CAD mapping shall be performed to a scale of 1:1 in the World Coordinate System. Text size shall be 10D leroy for a final product at 1=20 units. . Indicate geometry of perimeter private property plats (inclusive of fences, landscaping and driveways). Upon completion of the survey, CONSULTANT shall forward the same to the following agencies with a request to mark I identify their respective utilities on the survey base map. CONSULTANT shall coordinate this effort with each agency in an effort to identify the location of all underground utilities. CONSULTANT shall incorporate utility owner markups I edits into its survey base map file. CONSULTANT shall contact the following entities and request that they each verify locations of their existing improvements in the affected areas: . Florida Power and Light . BellSouth . Charter Communications . Natural Gas Utility . Miami-Dade Public Works Department . Miami-Dade Water and Sewer Authority . Others as deemed necessary by the City Based on the collected data, CONSULTANT shall develop base plans showing the existing conditions of the Project site which will be used both in the Planning Phase covered by this Agreement and, if applicable, in the subsequent design phases of the Project (as may be negotiated, if at all, in a future agreement between CITY and CONSULTANT for design and construction phase services). The site plans shall include an overall key map and partial plans scaled at 1-inch equals 20 feet. CONSULTANT shall illustrate proposed improvements on the site plans based on available planning documents provided by CITY. A subsequent review shall be scheduled with CITY staff to determine locations where additional field verifications, via "Soft-Dig" underground identification services, may be implemented. As a minimum, a $5,000 underground improvements verification budget allowance shall be included under this Scope of Services. Unused amounts in this allowance shall be credited back to the CITY upon completion of the Services contemplated in this Agreement. CONSULTANT shall prepare final site plans based on the information gathered herein. Copies of base maps shall be distributed to CITY. Deliverables: _ Perform forensic work as noted to develop final base maps. Deliver five (5) sets of site plans to the CITY. Schedule: _ Task shall be performed concurrently with Task 1and will be completed within 9D working days of the issuance of Notice to Proceed for Task 1 which will include authorization to proceed with this Task. TASK 6 - REIMBURSABLES Task 6.1 - Reproduction Services: CONSULTANT shall be reimbursed at the usual and customary rate for reproduction of reports, contract documents and miscellaneous items, as may be requested by CITY. An allowance of $6,150 has been allocated to this project. Unused amounts in this allowance shall be credited back to the CITY at the completion of the project. Task 6.2 - Travel and Subsistence: Not Allowed. Task 6.3 - Survevina: CONSULTANT shall arrange for and coordinate the efforts of licensed surveyors to prepare a topographical survey of the project limits which meets the requirements of sub-task 2.1. CONSULTANT's compensation shall be a reimbursement of actual costs. CONSULTANT shall solicit no fewer than 3 proposals from properly licensed and qualified surveyors, recommend the desired firm, and receive approval from the CITY prior to engaging the surveyor. CITY will pay for actual survey cost. Task 6.4 - Geotechnical Evaluation CONSULTANT and CITY shall jointly determine if any geotechnical evaluations need to be undertaken to properly complete the Project Planning Phase. If such evaluations are required, CONSULTANT will identify the kind and quantity of evaluations needed and assist the CITY in obtaining said evaluations. No allowance for the cost of any said evaluations is included in the CONSULTANT COMPENSATION portion of this AGREEMENT. If it is determined that the best method of obtaining any required evaluations is to have the CONSULTANT procure them, CITY and CONSULTANT will negotiate the required additional Reimburseable Expenses and amend this AGREEMENT as required. Task 6.5 _ Underaround Utility Verification: CONSULTANT shall employ the services of an underground utility location service in an effort to better identify existing underground conditions where work is to be performed. Actual locations shall be as directed by CONSULTANT. Cost shall be limited to a $5,00D not-to-exceed amount. Unused amounts in this allowance shall be credited back to the CITY at the completion of the project. Minimum Orawina Reauirements 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. All drawings and details shall be to a scale sufficient to be legible. The CONSULTANT shall propose a drawing list to be reviewed and approved by the CITY. Site Plans Existing Conditions - Site Survey - to include property lines, sidewalks, pavement, landscaping, existing site improvements and buildings, fencing, lighting, overhead and underground utilities, and dimensions of buildings, pavement areas, fencing, 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, recreational courts and fields, 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. Buildina Orawinas All buildings to be renovated or constructed shall be detailed in the Project drawings in sufficient detail to clearly and thoroughly depict the intended improvements or modifications. Flamingo Park / Property Manangement Yard Improvement Project July 2004 SCHEDULE B PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH and EDA W. Inc. CONSULTANT COMPENSATION Please refer to the attached fee spreadsheets which total $149,689. 31 ~~ .'" ,-, c, ,. Ut) W ~ :l! ell ::J "' W a: a !zw~ ~..J~ s5!z ",Ww z":& ol;lw Ow" ,,"I'w;l u~~:I! :~~~~ :~8~ffi !:Ef~i i~m:ECL '~E8!i -=0< U~i;~ .."" a...... :iso ~n "Uj .. .. ij. ~ ~~,ij~ ~II . ~ ~ ~ << " z ~!!IiJ a:;WlII Q.izl- ~i~~ ~I~~ wo<< a. 00;; 000 oow ww. 000 ". ""0 ~~g: ""Oil , N~'I'"~ Iii ~:IlN ~.~~'a:; 1:.~; III ......OIN_......I lIINNIllN UU.' I .--- I , ~u~1 ii , ~ wi I ~ wi i~ ~I . ~ i~ j!1 . . z . 0 << z ~ w . , 0 ~ ~ . , . ~ 0 ~ ~ z w 0 0 I~ w . 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I ?;: z '~ '" u; w 0 Z 0 ~ I, '" ii' \!. ! , . !~, I i! :' I ; S:la~ a ~ s:a:iaiaa~a - ~ I I ' I I ClOOO, C O'OOOOC>I'Clooooooloooo M.........I... ..........................i........................ I ' aas: a Cl5:5:5: aaa1aaaaa 00 _ 0 _ 0:<;1 0 0 0 0... CI I 000000000000000-00 'Z li! :!~~ ....=>.... =>"z .,Ww z:C" I oUw I U::;CJ I%'YW~ 'U:~:I ~~~1;: ;;81Affi $a::Za.. 2a...wO ~fB?Ef 1;:E8!i! OO~~ ::za:: ot!f :l1::Jo ~~~ o:O:i ~:U5 a. ... I , '0001000000,00000000000'00000,0000000100 I I I I ! I I, i ! i ! I 000001000000000000000000000000100000 0'000'0000000000000000000000000 010000 .~ 01 I 001, t. I 1'00, ~, , ' I iooo'00,+00000:00000+L1000000 0 0000 oa~ . : I '. I! , , , ottoooooooooooooooooo+ooo,o 0 00001 61 .. ~ ~ .;~" I;' I . ! ! ! i I I ~ ~ . ~ i ! ~ ~ . ~ ~ i j Flamingo Park I Property Manangement Yard Improvement Project July 2004 SCHEDULE C PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDA W. Inc. HOURLY BILLING RATE SCHEDULE Classification Project Director Project Manager _.__ Sr. Associate Designer Landscape Architect Designer Project Administrator Clerical Project Directorl Principal(Arquitectonica) Project Manager (Arquitectonica) Senior Architect (Arquitectonica) Junior Architect (Arquitectonica) Project Director (Bums & McDonnell) Project Manager (Bums & McDonnell) Senior Engineer/Architect (Bums & McDonnell) Engineer/Architect (Bums & McDonnell) Staff Engineer (Bums & McDonnell) Designer (Burns & McDonnell) Drafter (Bums & McDonnell) Clerical (Burns & McDonnell) 32 Hourlv Billint!: Rate $146.85 per hour $121.57 per hour $104.31 per hour $88.11 per hour $73.93 per hour $121.53 per hour $40.51 per hour $145.00 per hour $150.00 per hour $125.00 per hour $90.00 per hour $70.00 per hour $147.00 per hour $122.00 per hour $104.00 per hour $88.00 per houL.. $71.00 $74.00 $53.00 $41. 00 per hour per hour per hour per hour Flamingo Park / Property Manangement Yard Improvement Project July 2004 SCHEDULE D PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI BEACH AND EDA W. Inc. PROJECT SCHEDULE Task Description: 1 Planning Services (Total) Working days after Notice to Proceed 227 Days 1.1 Project Kick Off Meeting 1 Day 1.2 Site Reconnaissance Visit & 10 Day Development of Design Concept 1.3 Visioning Session 25 Days 1.4 Review Meeting Prior to CDW 1 day (Concurrent with 1.1 thru 1.3) 1.5.1 Community Design Workshop 1 30 Days 1.5.2 Community Design Workshop 2 30 Days 1.6 Draft Basis of Design Report 30 Days 1.7 Review of BODR w/ City Divisions 20 Days 1.8 Final Basis of Design Report 20 Days 2 Design Services 2.1 Field Verification of Existing 60 Days Conditions The above durations are inclusive of a five (5) working day response time by the City for items submitted for review and approval. 33