97-22575 RESO
RESOLUTION NO. 97-22575
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMi REACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR
AND CITY CLERK TO EXECUTE AN AGREEMENT WITH THE NUMBER-ONE
RANKED FIRM, ARTHUR HILLS & ASSOCIATES, PURSUANT TO RFQ
NUMBER 79-96/97 FOR A GOLF COURSE ARCHITECT TO PREPARE
CONCEPTUAL DESIGNS, PLANS AND SPECIFICATION,S FOR THE UPGRADE
OF THREE CITY OF MIAMI BEACH GOLF COURSES.
WHEREAS, the City owns the Bayshore, Normandy Shores and the Par 3 Golf Courses as recreational
amenities for its residents, tourists and guests; and
WHEREAS, these facilities, due to their age and condition, require renovations and improvements; and
WHEREAS, in response to the need for renovations and improvements, the City, under the guidance of the
Ad Hoc Golf Committee and the Golf Advisory Board, recommended the issuance of a Request for Qualifications
(RFQ) seeking the professional services of a qualified golf course architect (or architects) to prepare conceptual designs,
plans, and specifications for the redesign or renovation, or a combination of redesign and renovation, of the Bayshore,
Normandy Shores, and Par 3 Golf Courses ; and
WHEREAS, on March 25, 1997, the RFQ was issued with notices being mailed to 295 prospective
architectural firms, resulting in requests for twenty-six specification packages, and responses from ten firms; and
WHEREAS, on May 12, 1997, an Evaluation Committee met to review the responses and develop a short-list
for presentations, with the Committee ultimately selecting five firms to make oral presentations; and
WHEREAS, on June 9, 1997, the five short-listed firms made oral presentations to the Evaluation Committee'
with the Committee unanimously voting Arthur Hills & Associates as the top ranked firm, and recommending to the
City Manager that authorization be sought to negotiate a contact with the firm; and
WHEREAS, the Committee further recommended that if a mutually acceptable agreement is not reached, the
Administration should enter into negotiations with the second ranked firm of Cupp, Mahannah.
WHEREAS, on October 8, 1997, the Mayor and City Commission approved the request to accept the ranking
of proposals received and authorized the Administration to enter into negotiations with the top ranked firm of Arthur
Hills & Associates, as recommended by the City Manager; and
WHEREAS, based on the negotiations the Administration and the top ranked firm of Arthur Hills &
Associates have successfully negotiated the attached three Agreements for the provision of professional architectural
services for the of a qualified golf course architect ( or architects) to prepare conceptual designs, plans, and specifications
for the redesign or renovation, or a combination ofrcdesign and renovation, of the Bayshore, Normandy Shores, and
Par 3 Golf Courses.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Clerk are hereby approved and authorized to
execute an agreement with the number one ranked firm, Autlll'r Hills & Associates, ursuant to RFQ Number 79-96-97
for a golf course architect to prepare conceptual designs, plans, and specification the upgrade of three Cit)j Miami
Beach Golf Courses.
~~
APPROVED ~ TO
FORM & LANGUAGE
& fOR EXECUllON.
IV!!. ~
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PASSED and ADOPTED this 21 s tday of October, 1997.
CITY OF MIAMI
BEACH
CITT HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
http:\\cLmiami-beach.f1.us
COMMISSION MEMORANDUM NO. 7 () 1- g 1
TO:
Mayor Seymour Gelber and
Members of the City C ion
DATE: October 21,1997
FROM:
Jose Garcia-Pedros
City Manager
SUBJECT:
A RESOLUTION THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, APPROVING A,.l\ID AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE AN AGREEMENT WITH THE NUMBER-ONE RANKED FIRM, ARTHUR
HILLS & ASSOCIATES, PURSUANT TO RFQ NUMBER 79-96/97 FOR A GOLF COURSE
ARCHITECT TO PREPARE CONCEPTUAL DESIGNS, PLANS AND SPECIFICATIONS
FOR THE UPGRADE OF THREE CITY OF MIAMI BEACH GOLF COURSES.
ADMINISTRA TION RECOMMEN.D_~ TION:
Approve the Resolution.
BACKGROUND:
The City of Miami Beach issued Request for Qualifications (RFQ) Number 79-96/97 seeking the professional services
of a qualified golf course architect or architects to prepare conceptual designs, plans, and specifications for the redesign
or renovation or a combination of redesign and renovation of the Bayshore, Normandy Shores, and the Bayshore Par
3 Golf Courses.
'The objective of the City of Miami Beach in issuing thi3 Request For Qualifications (RFQ) was to upgrade the City of
Miami Beach golf courses through the redesign or renovation or a combination of redesign or renovation of each course.
When completed, each course shall offer the residents of Miami Beach, tourists, and conventioneers a well designed,
and challenging golf course.
The redesign or renovation or a combination of redesign and renovation of Bayshore/Par 3 and Normandy Shores golf
courses will be developed in two (2) phases. Phase I will be the Consultation, Planning, and Conceptual Design phase.
In this phase the selected architect(s) will conduct a comprehensive analysis of existing conditions at each course and
develop a minimum of two (2) conceptual design alternatives for each golf course. The conceptual designs should
clearly indicate the locations of all tees, greens, fairway boundaries, driving range, putting/chipping green, and all other
pertinent information necessary for the City to determine the best and most cost effective solutions available for
improYing the golf courses. Each conceptual design must include valid cost estimates for the proposed option. Based
on the information developed in Phase I relating to projected costs for specific components included in the scope of
services, the City will identify potential funding sources to accomplish the redesign or renovations for each course.
Phase II will consist of the development of construction documents, bid specifications, construction contract
negotiations, construction administration and supervision, development of comprehensive maintenance standards and
specifications, and supervision of the maintenance of each course for a minimum of one year following completion and
acceptance.
AGENDA ITEM
R'lI.
lO-2\-<11
396
DATE
.'
COMMISSION MEMORANDUM
GOLF COURSE ARCHITECT NEGOTIATIONS
OCTOBER 21,1997 - PAGE 2
On October 8, 1997, the Mayor and M~mbers of the Commission approved a request to accept the rankings of the
proposals received and authorized the Administration to enter into negotiations with the top ranked fIrm of Arthur Hills
& Associates, as recommended by the City Manager.
ANAL YSIS:
Following the Commission's authorization to proceed with the negotiations the Administration reviewed the initial
proposal fees structure submitted by the firm of Arthur Hills & Associates. Based on discussions with the firm's
representative and input from the administrative statTthe fol~owing terms have been tentatively agreed upon.
SERVICE COMPONENT
Phase I will be the Consultation,
Planning, and Conceptual Design phase.
In this phase the selected architect(s)
will conduct a comprehensive analysis of
existing conditions at each course and
develop a minimum of two (2)
conc:ptual design alternatives for each
golf course. The conceptual designs
should clearly indicate the locations of
all tees, greens, fairway boundaries,
driving range, putting/chipping green,
and all other pertinent infonnation
necessary for the City to detennine the
best and most cost effective solutions
available for improving the golf courses.
Each conceptual design must include
valId cost estimates for the proposed
option.
Phase II will consist of the
development of construction
documents, bid specifIcations,
construction contract negotiations,
construction administration and
supervision, development of
comprehensive maintenance
standards and specifications, and
supervision of the maintenance of
one year following completion and
acceptance.
Surveying
Environmental Permitting
Reimbursables
ORIGINAL SUBMISSION
$152,100
FINAL NEGOTIATED FEE
$ 75,000
* Golf Course Architect = 8% of
Construction Cost.
A total of 7% of the construction
cost will be paid to Arthur Hills &
Associates for all tasks included in
the Phase II scope of services. The
7% figure shall be reduced to a
lesser mutually agreed figure should
the cost of construction of the golf
courses component exceed $6
million.
* Civil Engineering = 6% of
Construction Cost.
* Landscape Architects = $46,660.
* Architects = $ 4,500.
Not Stated
$27,000 (1)
$ 2,500 (1)
$63,000 (1)
Not Stated
I. This is a "Not to Exceed Amount" to be paid based on invoices submitted by the architect.
Not Stated
397
COMl\USSION MEMORANDUM
GOLF COURSE ARCHITECT NEGOTIATIONS
OCTOBER 21,1997 - PAGE 3
Additionally, on October 8, 1997, the Commission requested a summary of the Golf Ad Hoc Committee deliberations.
The following is a summary.
I. What is the vision for the City's golf courses?
The vision for the City's golf courses is multi-faceted. Based on the direction formulated by the Golf Ad Hoc
Committee in conjunction with the Golf Advisory Board and the Administration, the Norm<!..'1dy Shores Golf Course
is envisioned to be renovated to a well designed and highly maintained course developed to serve the residents of Miami
Beach. The course will challenge the average player while offering a an opportunity for the beginner to enjoy the game
of golf.
The Bayshore / Par 3 Golf Course will be renovated/redesigned to encourage play by residents of Miami Beach, tourists,
and day guests. The envisioned design will offer a highly challenging course that will provide the opportunity for even
the better than average golfer to enjoy the facility. The Bayshore Golf Course may include the Par 3 in a redesign that
would expand the present course layout to include hoies on the Par 3. Additional options for the Par 3 may include the
development of a teaching facility or it remaining as a Par 3 course. These options will be analyzed by the golf course
architects as a component of Phase 1.
2. Does the renovation/redesign plan include any work on the clubhouses?
The design and construction of golf course clubhouses requires architects with a specific expertise in clubhouse design.
The clubhouses will be analyzed as a separate component of!he process. Jt is presently anticipated that an RFP will be
issued in November of 1997, seeking qualified Golf Course Clubhouse Architects to design the facilities at both
Bayshore and Normandy Shores. It is anticipated that the study for the clubhouses will focus on the renovation of the
Normandy Shores facility (due to its historic nature), and either a renovation or new construction at the Bayshore
facility. The various options evaluated will be based on the recommendations of the golf course clubhouse architect.
3. What is the proposed plan for addressing the drainage issues at each course?
The complete scope of the drainage issues will be determined by the golf course architect. During the Phase I process
the architect wi!! analyze existing conditions at all courses. Following a comprehensive evaluation of conditions the
architect will develop options complete with cost estimates to resolve the drainage issues. The drainage solution will
be reviewed and permitted by all appropriate agencies such as DERM (Department of Environmental Resources
Management) prior to construction.
4. What is the impact of the potential environmental clean up of the golf courses on the proposed redesign/renovation?
The extent of environmental clean up at Bayshore and Normandy Shores is currently being evaluated separate and apart
from the redesign/renovation program. At the present time the City has established testing sites to identify the levels
of cc.mtamination. When the total scope is determined an environmental remediation plan will be developed. The cost
of environmental restoration is unknown at this time, but will addressed as soon as the final environmental assessment
report is available.
5. What follow- up steps are proposed to ensure the golf courses, when completed, will be properly mamtained?
Included in the golf courses architect's scope of services, under Phase II, is the development of comprehensive
maintenance standards and specifications, and supervision of the maintenance of one year following completion and
acceptance. These comprehensive maintenance standards will be included as a term of acceptance in any contract issued
to a management firm selected to operate the golf courses. This will be monitored for compliance by the City.
398
.'
COMMISSION MEMORANDUM
GOLF COURSE ARCHITECT NEGOTIATIONS
OCTOBER 21,1997 - PAGE 4
".
6. Who will be responsible for monitoring the progress of the project during the various phases?
The members of the Golf Ad Hoc Committee h2v~ agreed to serve as a steering committee to monitor the project
through its completion. Additionally, the City will assign a Project Manager from the Public Works Department to
oversee the process and the current staff from the City Manager's Office and the Recreation, Culture and Parks
Administration will continue to assist in the process.
CONCLUSION:
Approve the Resolution.
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399
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49
AGREEMENT BETWEEN
/"~/
CITY OF MIAMI BEACH
AND
ARTHUR HILLS AND ASSOCIATES
FOR
PROFESSIONAL SERVICES PURSUANT TO RFQ NUMBER 79-96/97
FOR A GOLF COURSE ARCHITECT TO PREPARE CONCEPTUAL DESIGNS,
PLANS AND SPECIFICATIONS FOR THE UPGRADE OF THREE CITY OF MIAMI
BEACH GOLF COURSES.
lADLE OF CONTENTS
PAGE No.
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES 5
1.1 CITY 5
1.2 CITY COMMISSION 5
1.3 CITY MANAGER 5
1.4 CONSULTANT 6
1.5 BASIC SERVICES 7
1.6 THE PROJECTS 7
1.6.1 PROJECT COST 7
1.6.2 PROJECTS SCOPE 7
1.7 CONSTRUCTION COST BUDGET 8
1.8 FORCE MAJEURE 8
1.9 CONTRACTOR 8
1.10 CONTRACT FOR CONSTRUCTION 8
1.11 CONSTRUCTION DOCUMENTS 9
1.12 CHANGE ORDER 9
1.13 ADDITIONAL SERVICES 9
1.14 WORK 9
1.15 BASE BID 9
1.16 SCHEDULES 9
1.17 UPSET LIMIT 10
ARTICLE 2. BASIC SERVICES 10
2.1 GENERAL 10
2.2 BASIC SERVICES 10
2.3 SCHEMATIC DESIGN PHASE 10
2.4 DESIGN DEVELOPMENT PHASE 11
2.5 CONSTRUCTION DOCUMENTS PHASE 11
2.6 BIDDING OR NEGOTIATION PHASE 12
2.7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 13
2.8 SURVEYING 16
2.9 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 16
2.10 ADDITIONAL FIELD REPRESENTATION 16
2.11 ADDITIONAL SERVICES 16
2.12 TIME 17
ARTICLE 3. THE CITY'S RESPONSIBILITIES 17
2
PAGE No.
ARTICLE 4. CONSTRUCTION COST 18
4.1 DEFINITION 18
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 19
ARTICLE 5. DIRECT PERSONNEL EXPENSES 19
ARTICLE 6. REIMBURSABLE EXPENSES 19
ARTICLE 7. PAYMENTS TO THE CONSULTANT 20
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 20
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 20
7.3 PROJECT SUSPENSION OR TERMINATION 21
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
10.1 RIGHT TO TERMINATE 22
10.2 DEF AUL T AND TERMINATION FOR CAUSE 22
10.3 IMPLEMENTATION OF TERMINATION 23
10.4 TERMINATION FOR CONVENIENCE 23
10.5 NON-SOLICITATION 24
ARTICLE 11. MISCELLANEOUS PROVISIONS 24
ARTICLE 12. EXTENT OF AGREEMENT 24
ARTICLE 13. INSURANCE 24
ARTICLE 14. INDEMNIFICATION 25
ARTICLE 15. VENUE 25
ARTICLE 16. LIMITATION OF LIABILITY 25
ARTICLE 17. ADDITIONAL CONDITIONS 26
SCHEDULE "A" - RFQ NUMBER 79-96/97 28
SCHEDULE "B" - CONSULTANT BASIC SERVICES/ADDITIONAL SERVICES 29
3
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND ARTHUR HILLS AND ASSOCIATES
FOR
PROFESSIONAL SERVICES PURSUANT TO RFQ NUMBER 79-96-97
FOR A GOLF COURSE ARCHITECT TO PREP ARE CONCEPTUAL DESIGNS,
PLANS AND SPECIFICATIONS FOR THE UPGRADE OF THREE CITY OF MIAMI
BEACH GOLF COURSES.
THIS AGREEMENT made and entered into this _ day of , 1997 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 and Arthur Hills and Associates, an Ohio corporation, whose address
is 7351 W. Bancroft Street. Toledo. Ohio. 43615 (hereinafter referred to as Consultant).
'VJTNE SE TH:
WHEREAS, the objective of the City of Miami Beach in issuing this Agreement is to
upgrade the City of Miami Beach golf courses (Ba;,shore, Normandy Shores and Par 3) through the
redesign or renovation or a combination of redesign or renovation of each course; and
WHEREAS, the City wishes to engage the Consultant for the stated scope of services and
the agreed upon fee, set forth in this Agreement; and
WHEREAS, when completed, .each course shall offer the residents of Miami Beach, tourists,
and conventioneers a well designed, and challenging golf course; 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:
4
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES
1.1 CITY
The "City" shall mean the City of Mianli Beach, a Florida municipal corporation having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. The City, as a
governmental entity, is subject to the availability of funds and appropriation of funds by its
legislative body and other governmental authorities or sources of revenue, in an amount to allow
continuation of its performance under this Agreement. In the event of lack of funding for this
Agreement or this project, this Agreement may be telminated by the City pursuant to the procedure
set forth in Article 10.
1.2 CITY COMMISSION
"City Commission" shall mean the governing and legislative body of the City. The City
Commission shall be the final authority to do or to approve the following actions or conduct by
passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, comment upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 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 of ten thousand dollars ($10,000) (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 Construction
Manager, and shall serve as the City's representative to whom administrative requests for approvals
5
shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the
Commission) to the Consultant. These authorizations shall include, without limitation: reviewing,
approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and
other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted towards payment ofthe Consultant, providing,
however, that he cannot increase the Consultant'S compensation or other budgets established by this
Agreement. The City Manager, in his administrative discretion, may consult with the City
Commission concerning disputes or matters arising under this Agreement regardless of whether such
matters or disputes are enumerated herein.
The City Manager shall additionally be the sole representative of the City authorized to issue
a notice to proceed as referenced in Article 2.1 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 often
thousand dollars ($10,000) (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.
1.3.5 PROPOSAL DOCUMENTS
"Proposal Documents" shall mean the Request for Qualifications Number 79-96/97 (RFQ
No. 79-96/97) for a "Golf Course Architect to Prepare Conceptual Designs, Plans and Specifications
for the Upgrade of Three City of Miami Beach Golf Courses" issued by the City in contemplation
of this Agreement, together with all amendments thereto, if any, and the Consultant's proposal in
response thereto, which are deemed as being incorporated by reference in this Agreement and made
a part hereof; provided, however, that in the event of an expressed conflict between the Proposal
Documents and this Agreement, this Agreement shall prevail.
1.4 CONSULTANT
The "Consultant" is herein defined as Arthur Hills and Associates, an Ohio corporation,
whose address is 7351 W. Bancroft Street. Toledo. Ohio. 43615.
1.4.1 All architects required by the needs of these 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 ofthese Project shall be duly licensed and certified by the State of
6
Florida to engage in the practice of engineering in this State. All special inspectors, if any, required
by the needs of these Project shall be duly certified, licensed and registered under Chapter 471,
Florida Statutes, as an engineer, or under Chapter 481, as an Consultant, and shall additionally
possess the requisite occupational license from the City and the County.
1.4.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the direction or control of Consultant.
1.5 BASIC SERVICES
"Basic Services" shall include the professional services of normal planning architectural,
structural, mechanical/electrical, civil engineering, scheduling, land surveying and golf course
equipment selection services for the design, preparation of contract documents and administration
of the Construction Contract for the Projects hereunder.
1.6 THE PROJECT
The redesign or renovation or a combination of redesign and renovation of Bayshore, Par 3 and
Normandy Shores golf courses, as previously stipulated in RFQ Number 79-96-97.
1.6.1 PROJECT COST
The "Project Cost", shall be the total cost of each golf course project to the City which
represents construction cost, professional compensation, financing costs, materials, testing services,
surveys and other miscellaneous City costs necessary to accomplish the tasks included in Phases I
and II as listed in the Scope of Services as previously established in RFQ Number 79-96/97, and
approved by the City. Said RFQ Number 79-96/97, and Consultant's response thereto, is attached
hereto and incorporated herein as Schedule A.
Each golf course project in this Agreement shall require statements of probable cost prior to
bidding.
Should construction cost proposals (bids) exceed Construction Cost Budget by more than
5%, the Consultant shall perform all modifications to plans and specifications at no cost to the City
for reissuance of the construction bid proposal.
1.6.2 PROJECT SCOPE
The Project's scope has been established in RFQ Number 79-96/97, and attached hereto as
Schedule B.
7
1.7 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for the Project shall be based on the results, findings and
cost estimates developed by the Consultant during the Phase I, Consultation, Planning and
Conceptual Design Phase. The City shall evaluate the recommendations of the Consultant developed
in Phase I and determine the scope of "vork to be included in Phase II. The cost of the scope of
services approved by the City shall be the total cost to the City of all elements of the Project
designed or specified by the Consultant, and approved by the City, 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 twenty percent (20%) of the Construction Cost but not including the
compensation of the Consultant and the Consultant's consultants, rights-of-way, the cost ofland, and
surveys.
1.7.1 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 in Article 1.8, the City shall have no obligation to exceed the Construction Cost Budget
limitations established herein and, if such Budget is exceeded, the City may, at its sole option and
discretion, terminate this Agreement without further liability to the City.
1.8 FORCE MAJEURE
"Force Majeure" shall mean any delay occasi.oned by superior or irresistible force occasioned
by violence in nature without the interference of human agency such as hurricanes, tornados, flood
and total loss caused by fire and other similar unavoidable casualties, changes in federal, state or
local laws, ordinances, codes or regulations, enacted after the date of this Agreement and having a
substantial impact on the Project, or other causes beyond the Consultant's control or by any other
such causes which the Consultant and the City Commission decide in writing justify the delay.
Provided, however, that market conditions, labor conditions, construction industry price trends and
similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.
1.9 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or entities responsible for performing
the construction work or providing the materials, supplies and equipment identified in the bid and
contract documents for the Project.
1.10 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean the contract with Contractor(s).
8
1.11 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans, specifications, drawings, documents
and diagrams submitted by the Consultant pursuant to Article 2 and approved by the City.
1.12 CHANGE ORDER
"Change order" shall mean the written order to the Project Manager 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
or completion dates, as applicable. Change orders shall only be approved by the City Commission,
if they exceed ten thousand dollars ($10,000) or the City Manager if they are ten thousand dollars
($10,000) 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)
the City Manager shall retain the right to seek and obtain concurrence of the City Commission for
the approval of any such change order.
1.13 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Article 2.11 herein, which have
been duly authorized in writing by the City Manager.
1.14 WORK
"Work" shall mean all ofthe work to be performed on the Project pursuant to this Agreement
and the Construction and Bid documents.
1,15 BASE BID
"Base Bid" shall mean the elements contained in the Construction Documents recommended
by the Consultant and approved by the City as being within the Construction Cost Budget pursuant
to the Statement of Probable Construction Cost provided by Consultant "Base Bid" shall not include
"Additive Alternates" or "Deductive Alternates".
1.16 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred to in
the Agreement, and are as follows:
Schedule A - RFQ Number 79-96/97, and Consultant's response hereto.
Schedule B - The schedule of compensation to the Consultant for Basic and Additional
Services, as submitted by the Consultant and approved by the City.
1.17 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the maximum Cumulative fee allowable
under the Service Order, which the Consultant shall not exceed without specific written
9
authorizatiun. The Upset Limit is not a guaranteed maximum cost for the Scope of Work set forth
in the Service Order.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services and/or Additional Services for the
various Project listed hereunder. The work for each project will be performed by the Consultant
upon receipt of a written Notice to Proceed issued by the City of Miami Beach Purchasing Agent.
The Notice to Proceed shall contain a description of the work required (Scope of Work), an agreed
lump sum fee, reimbursable expenses, the Construction Cost Budget for the project, and a start and
completion date for the Project. Consultant shall countersign the Service Order.
2.2 The Consultant's Basic Services shall consist of the six phases described in Articles 2.3
through 2.8 and include normal planning, architectural, structural, civil, scheduling, land surveying,
parks equipment selection and mechanical/electrical engineering services.
2.3 SCHEMATIC DESIGN PHASE
The Consultant shall confer with representatives of the City to ascertain the requirements of
the Project and shall review and confirm the understanding of these requirements and other design
parameters with the City.
2.3.1 Consultant shall provide a preliminary evaluation of the City's program, schedule and
Project's budget requirements, each in terms of the other.
2.3.2 Consultant shall review with the City alternative approaches to design and
construction of the Projects.
2.3.3 Consultant shall prepare, for approval by the City, Schematic Design Documents
consisting of drawings and site plans, elevations, Alticles, etc., as required, to show the scale and
relationship of the components and the design concept of the whole. Plans may be single-line
diagrams. A simple perspective rendering of sketch, model, or photograph thereof may be provided
to further show the design concept.
2.3.4 Consultant shall submit to the City a preliminary estimate of construction costs for
each project. The preliminary estimate of Construction Cost shall include but not limited to a
summary ofthe estimated cost of improvements to fairways, bunkers, greens, irrigation, tees, fixed
equipment; construction contingency allowance; movable equipment (if any), utility service
extensions, comprising a brief description of the basis for such estimated costs, with costs adjusted
to the projected bid date, and a preliminary evaluation of the Golf Courses Program and the allocated
construction funds in terms of each other.
2.3.5 Consultant shall be specifically responsible for the following in connection with this
Schematic Design Phase:
1. Review the City's program and comments.
2. Prepare the Schematic Design Documents.
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3. Present the Schematic Design to the City.
4. Coordinate other sub-consultants if required, for conformance with applicable
building codes, regulations, and budgets, as directed by the Consultant.
5. A number of community and public involvement meetings, as determined and
coordinated by the City, and as deemed necessary by the City, to present conceptual design and
address public concerns and issues.
2.4 DESIGN DEVELOPMENT PHASE
Based on the approved Schematic Design Documents and any adjustments authorized by the
City, Consultant shall prepare, for approval by the City, Design Development Documents consisting
of drawings, outline specifications and other documents to fix and describe the size and character
of the Projects as to landscape architectural, site utilities, site preparation, earth movement,
mechanical and electrical systems, and construction finish materials, and such other elements as may
be appropriate.
2.4.1 The Consultant shall advise the City of any adjustments to the estimated Construction
Cost Budget. If the adjustments exceed the total allocated funds for the Project, the appropriate cost
or scope reduction recommendations must be included solely at the Consultant's expense.
2.4.2 Consultant will be specifically responsible for the following in connection with this
Design Development Phase:
1. Prepare Design Development Drawings, based on the approved Schematic Design,
necessary to fix and describe the size and character of the overall Project as to basic landscape
architectural, site utilities, site preparation, earth movement, mechanical anu electrical systems,
materials and such other elements as may be appropriate;
2. Coordinate with the engineers, and other consultants, and conform with applicable
building codes and regulation, as directed by the Consultant;
3. Respond to the City's request for design adjustments based on cost estimates during
this phase; and
4. Participate in a number of presentations, as detennined and coordinated by the City,
as required for review and approvals from regulatory bodies, and as deemed necessary by the City,
for community and public involvement.
2.5 CONSTRUCTION DOCUMENTS PHASE
2.5.1 Based on the approved Design Documents, 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. Also, all final Construction Documents shall be
provided in disk format for AUTO CAD version 13. Consultant shall also file with the City's
Construction Manager at said time, the following items: (a) four (4) copies of the Statement of
Probable Construction Cost; (b) four (4) unbound copies of advertisement for bids; and four (4)
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unbound copies of the bid proposals. Consultant shall also provide City with one (1) additional set
of Construction Documents at approximately fifty percent (50%) completion approximately ninety
(90) days prior to the date for delivery of the three (3) copies of 100% complete Construction
Documents and one (1) additional set of Construction Documents at approximately ninety (90%)
completion approximately thirty (30) days prior to the date of delivery of the one hundred (100%)
Documents for review by the City's Construction Manager and comment by City's Building
Department. Should additional sets be required, Consultant will be reimbursed for the actual cost
of reproduction, upon approval in advance by the City.
2.5.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period, as approved by the City Manager.
The 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.
In addition to complying with all other applicable codes, the Projects shall comply with, and
the Construction Documents shall fully set forth any requirements as necessary for the Projects to
fully comply with all applicable provisions of the Florida Accessibility Code (Sections 553.501-
553.513 Florida Statutes [1993]) and the American with Disabilities Act Accessibility Guidelines
(ADAAG), both separately and jointly.
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.
2.5.3 The Consultant expressly agrees that all of its duties, services and responsibilities
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.
2.5.4 The Consultant agrees that the Construction Documents provided to the contractor
for the work under the Agreement shall be adequate and sufficient for the construction of the work.
2.6 BIDDING OR NEGOTIATION PHASE
2.6.1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining and evaluating
lump sum bids with or without the Additional and/or Deductive Alternatives, assist the City in the
evaluation and determination leading up to the awarding, and advise the City in the preparation of
the contract for construction.
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2.6.2 Consultant shall be required to tabulate all bids received. Within five (5) working
days thereafter, the Consultant shall submit in writing to the City's Construction Manager, 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.
2.7 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.7.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for the Project
under this Agreement, will terminate when final payment to the Contractor is dae, or in the absence
of a final Certificate for Payment or of such due date, (60) sixty days after the Date of Substantial
Completion of the Work or sixty (60) days after the Completion Date specified in the Contract for
Construction at the time of the award, whichever occurs last. The City's Construction Manager will
be the City's representative on the Project construction sites, but the presence ofthis Construction
Manager 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 10
thousand dollars ($10,000.00). The City's Construction Manager shall be considered to be on the
Project sites for the benefit and protection of the City. The Consultant shall have no right to rely
on the Construction Manager for assurances or advice regarding work which is the sole
responsibility of the Consultant. The Consultant and the City's Construction Manager will hold
regular site meetings on at least a twice a month basis between themselves, the Contractor and the
various subcontractors, as is appropriate.
2.7.2 The Consultant shall provide administration of the Construction Contract as set forth
herein in the general or supplemental conditions of the Contract, and the Consultant's assigned
authority thereunder shall not be modified without the Consultant's written consent.
2.7.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the work order to proceed with the work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.7.4 The Consultant shall visit the sites at periodic intervals appropriate to the stage of
construction, or as is otherwise requested by the City to become familiar with the progress and
quality of the work and to determine ifthe work is proceeding in accordance with the Construction
Contract. The Consultant shall not be obligated to make continuous or exhaustive on-site
observations to check quality and quantity of the work. On the basis of such on-site observations,
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
Construction Manager.
2.7.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
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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 Construction Documents.
2.7.6 The Consultant shall at all times have access to the work wherever it is in preparation
or progress.
2.7.7 The Consultant shall determine the amounts 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 Construction Documents, subject
to City'S final approval.
2.7.8 The issuance of a celtificate for payment shall constitute a representation by the
Consultant to the City, based on the Consultant's observations at the sites as provided in Article 2.7.4
and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, that the work has progressed to the point indicated;
that, based on the Consultant's observation of the work, the quality ofthe work is in accordance with
the Construction 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 Construction Documents; to minor deviations from the Construction
Documents correctable prior to completion; and to any specific qualifications stated in the certiticate
for payment) and that the Contractor is entitled to payment in the amount certified. However, the
issuance of a certificate for payment shall not be a representation that the Consultant has made any
examination to ascertain how and for what purpose the Contractor has used the monies paid on
account of the contract sum.
2.7.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. 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 Construction Documents. All actions
required by Consultant under this Article shall be taken expeditiously.
2.7.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Construction Documents, mld shall be in written or graphic form.
2.7.11 The Consultant shall, after discussion with the Construction Manager, 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
Construction Contract Documents, whether or not such work be then fabricated, installed or
completed.
2.7.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to shop drawings, product data, samples and other
submissions ofthe Contractor, for conformance only with the design concept of the work and with
the information given in the Construction 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.
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2.7.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the Contract Documents, and shall have authority to order minor changes in the
work not involving an adjustment in the contract sum or an extension ofthe 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 Construction Manager after each meeting.
2.7.14 The extent of the duties, responsibiliTies and limitations of authority of the Consultant
as the City's representative during the Construction Phase, shall not be modified or extended without
written consent of the Consultant and the City Manager.
2.7.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.7.16 The Consultant shall prepare a set of reproducible record drawings showing the
complete Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s) as best as possible. 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 the construction of the Project.
2.7.17 Consultant shall conduct site observations to determine the dates of Substantial and
Final Completion and shall issue a certificate for final payment by the Contractor under the
Construction Documents. The index and summary shall list each of the warranties, indicating the
term and conditions as indicated by the language in such warranties.
2.7.18 All communications relating to the day to day activities occurring at the construction
site or the work performed shall be exchanged between the Consultant's Project Manager and the
City's Construction Manager.
2.7.19 The Consultant shall specifically perform the following services in connection with
the Construction Phase:
1. Review periodically construction progress;
2. Review and comment on mock-ups, material submission, and shop drawings
involving design aesthetics;
3. Assist in bulletins, clarifications, and change orders affecting design; and
4. Provide design clarification sketches as needed.
2.8 SURVEYING
2.8.1 The Consultant shall be responsible for any and all site surveys required for the
performance of their basic services at each of their assigned sites. This surveying work shall be
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performed at a not to exceed lump sum and reimbursement shall be based on submitted detailed
InVOIces.
2.9 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.9.1 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
works; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely Gpon the accuracy and validity of decisions and information
furnished by the City.
2.10 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the sites than
is described in Article 2.7 is advisable, such additional Project representation shall be provided and
paid for as an Additional Service.
2.11 ADDITIONAL SERVICES
2.11.1 Unless specifically provided for, 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 it3 performance. Additional services will consist of the
following services:
2.11.2 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.11.3 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.
2.11.4 Providing services made necessary by the default of the contractor, or by major
defects or deficiencies in the work of the Contractor, (provided Consultant promptly notified the City
of any such defects or deficiencies observed by Consultant) or by failure of performance of either
the City or Contractor under the Contract for Construction.
2.11.5 Providing Basic Services after issuance to the City of the final cei1ificate 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.
2.11.6 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration proceeding or legal proceedings, unless such preparation has arisen from failure
of the Consultant to meet the Standard of Care set forth in Article 2.5.3.
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2.11.7 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.
2.11.8 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 (~rror, oversight, inadvertence, claritication or
discrepancy in the work of the Consultant, or modifications to plans and specifications required as
a result of the construction cost proposals exceeding estimates by more than 5%, the City shall not
be liable to compensate Consultant for Additional Services in such connection.
2.11.9 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.11.10 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.
2.11.11 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Article 1.5.
2.11.12 Providing such other professional services to the City relative to the Project which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time executing this Agreement.
2.11.13 Services provided for by this Article must be approved by the City Commission or
by the City Manager before such services are commenced.
2.12 TIME
2.12.1 It is understood that time is of the essence in the completion of this Project, and in
this respect the parties agree as follows:
2.12.2 The Consultant shall perform Basic Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement and the orderly progress of
the work. The Consultant may submit to the City adjustments to this schedule made necessary by
undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken
by the City to approve the work or parts of the work. The City shall not unreasonably refuse to
approve such adjustment to the Time Schedule if the request is made in a timely manner and is fully
justified. This Schedule, when approved by the City, shall not, except for reasonable cause, be
exceeded by the Consultant.
2.12.3 The parties agree that the Consultant's services during all phases of this Project will
be performed in a manner which shall conform with the approved schedule, as may be amended, and
shall not exceed thirty (30) months from commencement to the end of construction.
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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 in Article 1.6 herein, and shall provide consistent with the
foregoing described goals, such additional requirements for the Project as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and the site requirements.
3.2 The City shall establish a Construction Cost Budget for the Project, which may
include contingencies for bidding, changes in the work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in Article 4.1.1. The
City shall, at the request ofthe 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 Construction
Manager authorized to act on the City's behalf with respect to the Project. The City's Construction
Manager shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
services. The City shall observe the procedure or 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 Projects, 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 of defect in the Project
or nonconformance with the Contract Documents, prompt written notice thereof shall be given by
the City to the Consultant.
3.6 The City shall furnish required information and services and render approvals and
decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's
services and of the work. No approvals required by City during the various phases of the Project
shall be unreasonably delayed or withheld; provided that City shall at all times have the right to
approve or reject the proposed submission of Consultant on any reasonable basis.
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 established in the Scope of Services and approved by the City, and as
more completely defined in Article 1.7.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
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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 }'OR 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 all City approvals have been granted, the total
time being known as the Date of Approval, the Construction Cost Budget shall be adjusted to reflect
any change in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the City and the date on which proposals are sought.
4.2.2 If the lowest bona fide base bid exceeds the Construction Cost Budget (adjusted as
provided in Article 4.2.2) by more than five percent (5%), the City Commission shall, at its sole
discretion, have any of the following options: (1) give written approval of an increase in the
Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if permissible)
authorize a renegotiation of the Project within a reasonable time; (3) abandon the Project and
terminate Consultant's services for the Project covered by this Agreement without further liability
to the City; (4) select as many Deductive Alternatives as may be necessary to bring the award
within the Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Project
scope and quality and construction schedule and sequence of work as required to reduce the
Construction Cost. In the event the City elects to reduce the Project scope and quality, the
Consultant shall provide such revisions to the Construction Documents and provide rebidding
services, as many times as requested by City, as a Basic Service, with no additional cost to the City,
in order to bring the bids within five percent (5%) of Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSES
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedule B.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and sub-consultants in the interest of the Project, for the expenses listed in the following Articles.
All Reimbursable Expenses pursuant to this Article, must be authorized in advance by the
City Manager or the City's Construction Manager. 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 City, and the 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
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Agreement". Expenses subject to reimbursement in accordance with the above procedures are as
follows:
6.1.1 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
6.1.2 If authorized in advance by the City Manager or the City's Construction Manager,
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.
6.1.3 Expense of any additional insurance coverage or limits requested by the City in
excess of the insurance requirement set forth in Article 14.
6.1.4 Expense of transportation in connection with the Project; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Projects. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Dade County shall not be reimbursable.
6.1.5 Expense of reproduction, postage and handling of drawings, specifications and other
documents, required for submittals to the City or to any agency involved in the review of documents,
except for those expenses to be borne by the Consultant under the Basic Services. Reproductions
postage and handling for the office use of the Consultant and the Consultant's consultants in their
normal communications during document production phases and during construction administration
phase are not reimbursable.
6.1.6 Aerial photography expenses and other photographic production expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7.1.1 Payments for Basic Services shall be made monthly based upon work completed and
approved by the Construction Manager, upon presentation and receipt of Consultant's invoice or
statement. Compensation for Consultation, Planning, and Conceptual Design Phase (1) shall be a
lump sum total of$75,000 payable when the City approves the concept. 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 Compensation for each phase shall equal the following
percentages of the Total Compensation payable: Design Phase -25%; Construction Documents
Phase - 50%; Bidding Phase - 5%; Construction Phase - 20%.
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES
7.2.1 Payment on account of the Consultant's Additional Services, as defined in Article
2.1.1, 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.
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7.3 PROJECT SUSPENSION OR TERMINATION
7.3.1 Upon written notice to Consultant, the City shall have the right to suspend or
terminate the services called for in the Agreement. If the Project is suspended or abandoned in
whole or in part for more than three (3) months, the Consultant shall be compensated for all Services
performed prior to receipt of written notice from the City of such suspension or such abandonment,
together with Reimbursable Expenses then due. If the Project is resumed after being suspended for
more than three (3) months, the Consultam'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 Reimbursabie 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 locations.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, and Document Production shall be on CADD. Lettering shall be clearly legible when
the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracing, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the
property of the City and the Consultant upon the completion or termination of each Project.
9.3 Upon completion of the construction of each Project, Consultant shall, within ninety
(90) calendar days following final inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's
Construction Manager, including all changes made during the course of the Project. The 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.
ARTICLE 10. TEllMINATION OF AGREEMENT
10.1 RIGHT TO TERMINATE
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The City is a government entity and is subject to the appropriation of funds by its legislative
body in an amount sufficient to allow continuation of its perfonnance 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.
10.2 DEFAULT AND TERMINATION FOR CAUSE
10.2.1 The City may terminate this Agreement for cause in the event that: (1) the Consuitant
willfully violates any provisions of this Agreement or performs same in bad faith; (2) unreasonably
delays the performance of the Services, and such default, as set forth only in (1) and/or (2) above,
is not cured within thirty (30) days after written notice to the Consultant; (3) the Consultant is placed
in either voluntary or involuntary bankruptcy; or (4) makes an assignment for the benefit of
creditors. Provided, however, that if such default, as set forth only in (1) and/or (2) above, is
curable, but of such nature that the cure cannot be completed within such thirty (30) day period, and
Consultant shall notify the City of same in writing and the City shall so approve Consultant's
request, such failure will not be deemed a default if Consultant promptly commences a cure upon
receipt of a cure notice and diligently prosecutes such cure to completion; provided, however that
such cure period shall not exceed sixty (60) days.
10.2.2 In the event this Agreement is terminated by the City for cause, the City, acting
through the City Manager, may take over the Services and complete them, by contracting with
another Consultant(s) or otherwise, including design consultant or other consultants referenced in
the Consultant, provided that they too are not in default of the Agreement. In such event, the
Consultant shall be liable to the City for any additional costs incurred by the City due to such
termination as set forth in this Article. "Additional Cost" is defined as the difference between the
actual cost of completion of such incomplete Services at a fee similar to the one negotiated for this
Agreement, and the cost of completion of such Services which would have resulted from payments
to the Consultant hereunder had the Agreement not been terminated.
10.2.3 Payment for Services satisfactorily performed by the Consultant prior to receipt of
Notice of Termination for cause, and accepted by the City, shall be made in accordance with Article
10.3 herein, and the City shall have no further liability for compensation, expenses or fees to the
Consultant.
10.2.4 Upon receipt of written notice of termination, the Consultant shall, when directed by
the City, promptly assemble and submit as provided herein or as required in the written notice
hereunder, all documents including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
10.2.5 In the event of termination for cause, no payments to the Consultant shall be made
(1) for Services not satisfactorily performed (as referenced by the City's Notice of DefaultINotice
to Cure; "not satisfactorily performed" to be defined as not conforming to the Standard of Care
referenced in Article 2.5.3); and (2) for assembly and submittal of documents for the Services
performed satisfactorily or unsatisfactorily.
10.2.6 The Consultant may terminate the Agreement for cause in the event that the City,
acting through the City's Project Coordinator or otherwise, willfully violates any provisions of the
22
Agreement or unreasonably delays payment for the Services, and such default is not cured within
thirty (30) days after written notice to the City. In that event, payment for Services satisfactorily
performed prior to the date of termination shall be made in accordance with Article 10.3 herein.
Provided, however, that if the City's default is curable, but of such nature that the cure cannot be
completed within such thirty (30) day period, such failure will not be deemed a default if City
promptly commences a cure upon receipt of such notice and diligently prosecutes such cure to
completion; provided, however that such cure period shall not exceed sixty (60) days. The
Consultant shall have no right to terminate the Agreement for convenience of the Consultant,
without cause.
I 0.3 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 the Agreement on the
date and to the extent specified in the notice of termination; (2) place no further orders or
subcontracts except as may be necessary for completion of any portiones) of the Services not
terminated, and as authorized by the written notice; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the notice of termination; (4)
promptly assemble and properly deliver to the City within fifteen (15) days of receipt ofthe notice
of termination all finished and unfinished documents, whether originals or copies, of the work
performed, including all data, studies, surveys, drawings, maps, models, photographs, reports,
calculations, specifications, correspondence, and all other work products prepared by the Consultant
and other relevant materials affected by the termination; (5) and complete performance of any work
as shall not have been terminated by the notice of termination.
lOA TERMINATION FOR CONVENIENCE
1004.1 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO
TERMINATE GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS
AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS
SOLE OPTION AT ANY TIME FOR CONVENIENCE, WITHOUT CAUSE AND
WITHOUT PENALTY WHEN IN ITS SOLE DISCRETION, IT DEEMS SUCH
TERMINATION IS IN THE BEST INTEREST OF THE CITY.
10.4.2 In the event the City cancels or terminates the Agreement, as provided in Article 10.1
or 10.4 herein, the Consultant shall be compensated for all Services rendered by the Consultant and
its consultants, and Reimbursable Expenses, up to the time of said cancellation or termination. The
City shall have no further liability for compensation, expenses or fees to the Consultant, and the
Consultant shall perform its termination related to obligations under the Agreement.
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
23
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 City 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 shall have the same
meaning as those in AlA Document A201, General Conditions of the Contract for Construction,
current as of the date of this Agreement.
11.3 As between the parties to this Agreement; as to all acts or failures to act by either
party to this Agreement, any applicable statute of limitations shall commence tc run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the relevant date
of substantial completion of the work and the issuance of the temporary certificate of occupancy, and
as to any acts or failures to act occurring after the relevant date of substantial completion, not later
than the date of issuance of the final certificate for payment.
11.4 The City and the Consultant waive all rights against each other and against the
contractors, consultants, agents and employees of the other for damages covered by any property
insurance during construction as set forth in the current edition of AlA 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.
ARTICLE 12. EXTEN'f OF AGREEMENT
12.1 This Agreement represents the entire and integrated agreement between the City and
the Consultant and supersedes all prior negotiations, representations or agreements, either written
or oral.
This Agreement may be amended only by written instrument signed by both City and
Consultant utilizing the same formalities as were used for its adoption.
ARTICLE 13. INSURANCE
13.1 The Consultant shall comply throughout the term of this Agreement with the
insurance stipulated herein. It is agreed by the parties that the Consultant shall not commence with
these Projects requirements until proof of the following insurance coverage has been furnished to
the City. The Consultant will maintain in effect the following insurance coverage:
(a) Consultants and Engineers Professional Liability Insurance in the amount of
$1,000,000 Dollars per occurrence on a claims made form.
(b) Comprehensive General Liability Insurance in the amount of $1,000,000 Single Limit
Bodily Injury and Property Damage coverage for each occurrence, which will include products,
24
completed operations, and contractual liability coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
(d) Thirty (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.
(e) The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Best' 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 14. INDEMNIFICATION
14.1 In consideration of a separate and specific consideration of$1 0.00 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 omissions 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 15. VENUE
15.1 This Agreement shall be enforceable in Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein exclusive venue for the enforcement of same shall lie in Dade County,
Florida.
ARTICLE 16. LIMITATION OF LIABILITY
16.1 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 the Agreement. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be limited to a
maximum amount of the fee set forth in the Agreement, less the amount of all funds actually paid
by the City to Consultant pursuant to the Agreement.
Accordingly, and notwithstanding any other term or condition of this Agreement, the
Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount
in excess of the amount of fee under the Agreement, which amount shall be reduced by the amount
actually paid by the City to the Consultant pursuant to the Agreement, for any action or claim for
breach of contract arising out of the performance or non performance of any obligations imposed
25
upon the City by this Agreement. Nothing contained in this Article 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 17. ADDITIONAL CONDITIONS
17.1 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.
17.2 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.
17.3 All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by the Consultant and the Construction Manager designated by the
City. The Consultant's Project Manager and the City's Construction Manager shall be designated
promptly upon commencement of the Services.
17.4 All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Consultant and the City listed below or may be
mailed by registered mail, postage prepaid, (or airmailed if addressed to an address outside of the
city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT:
Arthur Hills & Associates
7351 W. Bancroft Street
Toledo, Ohio 43615
Attn.
TO THE CITY:
Office of the City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7080
Attn.
WITH COPIES TO:
Office of the City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
Attn. Murray H. Dubbin. City Attorney
26
IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents to be
signed in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and year first hereinabove written.
CITY OF MIAMI BEACH
By:
ATTEST:
_~f~
CITY CLERK
CONSULTANT
ATTEST:
Arthur Hills & Associates A~
By: ~ 14-
PresIdent
ru ^D~
I 'Ilj h, {,LA ~ . AJ
Secretary
~(~Ei.:;cJ:-A S. 6A((Ef2-
(Type Name of Person Signing)
.Af<TI-4UR 1-11 u..;;:,
(Type Name of Person Signing)
CORPORATE SEAL
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
MO e.oRf\JeA IE SEItL
d1~ ~)
27
SCHEDULE "A"
PROFESSIONAL SERVICES PURSUANT TO RFQ NUMBER 79-96/97 FOR A GOLF
COURSE ARCHITECT TO PREPARE CONCEPTUAL DESIGNS, PLANS AND
SPECIFICATIONS FOR THE UPGRADE OF THREE CITY OF MIAMI BEACH GOLF
COURSES.
A copy of RFQ Number 79-96/97 and proposal response submitted by Arthur Hills and Associates
are included herein and are part ofthis Agreement.
28
SCHEDULE "B"
CITY OF MIAMI BEACH CONSULTANT BASIC SERVICES
SERVICE COMPONENT
Phase I will be the Consultation,
Planning, and Conceptual Design phase.
In this phase the selected architect(s)
will conduct a comprehensive analysis of
existing conditions at each course and
develop a minimum of two (2)
conceptual design alternatives for each
golf course. The conceptual designs
should clearly indicate the locations of
all tees, greens, fairway boundaries,
driving range, putting/chipping green,
and all other pertinent information
necessary for the City to determine the
best and most cost effective solutions
available for improving the golf courses.
Each conceptual design must include
valid cost estimates for the proposed
option.
Phase II will consist of the
development of construction
documents, bid specifications,
construction contract negotiations,
construction administration and
supervision, development of
comprehensive maintenance
standards and specifications, and
supervision of the maintenance of
one year following completion and
acceptance.
Surveying
Environmental Permitting
Reimbursables
A total of 7% of the construction
cost will be paid to Arthur Hills &
Associates for all tasks included in
the Phase II scope of services. The
7% figure shall be reduced to a
lesser mutually agreed figure should
the cost of construction of the golf
courses component exceed $6
million.
ORIGINAL SUBMISSION
$152,100
FINAL NEGOTIATED FEE
$ 75,000
*' Golf Course Architect = 8% of
Construction Cost.
* Civil Engineering = 6% of
Construction Cost.
* Landscape Architects = $46,660.
* Architects = $ 4,500.
Not Stated
$27,000 (1)
$ 2,500 (1)
$63,000 (I)
Not Stated
1. This is a "Not to Exceed Amount" to be paid based on invoices submitted by the architect.
Not Stated
Houm-B...1J..tes for Additional Services
Bermello. Ajamil & Partners
Principal -
Engineering Project Manager
Civil Engineer
Environmental Project Manager
Biologist
Landscape Architect
Architectural Project Manager
Architect
Architectural CAD Technician
Arthur Hills and Associates
Principal - $250 per hour or $2,500 per diem
Associates - $175 per hour or $1,750 per diem
Project Manager - $125 per hour or $1,250 per diem
Staff - $100 per hour or $1,000 per diem
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$145
$ 75
$ 50
$ 90
$ 55
$ 55
$ 75
$ 60
$ 45