HomeMy WebLinkAboutGurri Matute, P.A.
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AlE Services on an "As Needed Basis" September 2005
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
GURRI MATUTE.. P.A.
FOR THE FOLLOWING DISCIPLINE:
001 ARCHITECTURE - GENERAL
FOR
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN
VARIOUS PROFESSIONAL SPECIAL TIES ON AN "AS-NEEDED BASIS.."
FOR CAPITAL PROJECTS IN WHICH THE BASIC CONSTRUCTION
COST DOES NOT EXCEED $500..000 PER PROJECT.. OR FOR STUDY
ACTIVITIES FOR WHICH THE FEE DOES NOT EXCEED $25..000.. AND
CONTINUING CONTRACTS UP TO $50..000
CITY CLERK
SEPTEMBER 2005
NE Services on an "As Needed Basis"
September 2005
TABLE OF CONTENTS
DESCRIPTION
ARTICLE 1 DEFINITIONS
1.1 City
1.2 City Commission
1.3 City Manager
1.4 Proposal Documents
1.5 Consultant
1.6 City Project Coordinator
1.7 Program Manager
1.8 Basic Services
1.9 The Project
1.9.1 The Project Cost
1.9.2 The Project Scope
1.10 Construction Cost
1.10.1 Construction Cost Budget
1.10.2 Statement of Probable Construction Cost
1.11 Force Majeure
1.12 Contractor
1.13 Contract Documents
1.14 Contract for Construction
1.15 Construction Documents
1.16 Contract Amendment
1.1 7 Additional Services
1.18 Work
1.19 Services
1.20 Base Bid
1.21 Schedules
1.22 Scope of Services
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ARTICLE 2.
2.1
2.2
2.3
2.4
2.5
2.6
2.7
BASIC SERVICES
Planning Services
Design Services
Bidding and Award Services
Construction Phase Services
Additional Services
Responsibility for Claims and Liabilities
Time
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ARTICLE 3. THE CITY'S RESPONSIBILITIES
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ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
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ARTICLE 5. ADDITIONAL SERVICES
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ARTICLE 6. REIMBURSABLE EXPENSES
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ARTICLE 7. COMPENSATION FOR SERVICES
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 Termination for lack of Funds
10.2 Termination for Cause
10.3 Termination for Convenience
lOA Termination by Consultant
10.5 Implementation of Termination
10.6 Non-Solicitation
ARTICLE 11. INSURANCE
ARTICLE 12. INDEMNIFICATION
ARTICLE 13. VENUE
ARTICLE 14. LIMITATION OF LIABILITY
ARTICLE 15. MISCELLANEOUS PROVISIONS
ARTICLE 16. NOTICE
SCHEDULES:
SCHEDULE A CONSULTANT SERVICE ORDER (SCOPE OF SERVICES)
SCHEDULE B CONSULTANT COMPENSATION
SCHEDULE C HOURLY BILLING RATE
SCHEDULE D PROJECT SCHEDULE
INSURANCE CHECKLIST
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TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULT ANT
GURRI MATUTE, P.A.
FOR THE FOLLOWING DISCIPLINE
001 ARCHITECTURE - GENERAL
FOR THE
PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN VARIOUS
PROFESSIONAL SPECIALTIES ON AN "AS-NEEDED BASIS," FOR CAPITAL PROJECTS
IN WHICH THE BASIC CONSTRUCTION COST DOES NOT EXCEED $500,000 PER
PROJECT, OR FOR STUDY ACTIVITIES FOR WHICH THE FEE DOES NOT EXCEED
$25,000, AND CONTINUING CONTRACTS UP TO $50,000
This Agreement made and entered into this _ day of , 2005, 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 Gum Matute, P.A., a Florida corporation having its
principal office at 2701 Ponce De Leon Blvd, Suite 203, Coral Gables, FI 33134 (hereinafter
referred to as Consultant).
WIT N E SSE T H:
WHEREAS, the City intends to undertake various capital projects within the City of
Miami Beach, for a basic construction cost not to exceed Five Hundred Thousand Dollars
($500,000), or for Study activities for which the fee does not exceed Twenty-Five Thousand
Dollars ($25,000), and continuing contracts up to Fifty-Thousand Dollars ($50,000) for each
project, and pursuant to Section 287.055, of the Florida Statutes, known as the Consultant's
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Competitive Negotiation Act, and wishes to engage the Consultant to provide professional
consulting services for certain projects to be assigned by means of the issuance of a "Consultant
Service Order" similar to the form shown in Schedule "A" to this Agreement, the Scope of each
assigned project will be set forth in the Consultant Service Order, and the fees for the services
provided will be determined as set forth in this Agreement; and; and
WHEREAS, the Consultant desires to contract with the City for performance of
professional consulting services relative to those projects assigned by the C~ty, as hereafter set
forth, services may include, but are not limited to: architectural, landscape architectural,
planning, design and/or engineering, conducting studies, bidding and construction administration
services, all as hereinafter stipulated, as may be specifically described in the Consultant Service
Order.
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 governing and legislative
body of the City.
1.3 CITY MANAGER: The "City Manager" shall mean the chief administrative officer of
the City. The City Manager shall be construed to include any duly authorized designees,
including the Project Coordinator and / or Program Manager, 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.
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1.4 PROPOSAL DOCUMENTS: "Proposal Documents" shall mean the REQUEST FOR
QUALIFICATIONS NO. 10-04/05 FOR PROFESSIONAL ARCHITECTURAL AND
ENGINEERING SERVICES IN VARIOUS PROFESSIONAL SPECIALTIES ON AN
"AS-NEEDED BASIS," FOR CAPITAL PROJECTS IN WHICH THE BASIC
CONSTRUCTION COST DOES NOT EXCEED $500,000 PER PROJECT, OR FOR
STUDY ACTIVITIES FOR WHICH THE FEE DOES NOT EXCEED $25,000, AND
CONTINUING CONTRACTS UP TO $50,000 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.
1.5 CONSULTANT: The "Consultant" is herein defined as Gum Matute, P.A., a
Florida corporation having its principal offices at 2701 Ponce De Leon Blvd, Suite 203,
Coral Gables, FI 33134. 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 sub consultants 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 projects to be performed under this contract:
(Consultant shall provide the City with a subconsultant list before commencing any
work and/or services pursuant to this Agreement. The City reserves the right, at its
sole discretion, to approve or disapprove any subconsultants.)
1.6 PROJECT COORDINATOR: The "Project Coordinator" shall mean the individual
appointed by the City Manager who shall be the City's authorized representative to
coordinate, direct, and review on behalf of the City, all matters related to the Project,
except as otherwise provided herein.
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1.7 PROGRAM MANAGER: Although most of the projects under this Agreement will not
require a Program Manager, for those projects that will require program management,
the City has contracted the services of Hazen and Sawyer, P.C. to act as Program
Manager for the City's Right of Way Infrastructure Improvements Program, and URS
Corporation to act as Program Manager for Facilities and Parks Projects. If an assigned
project is part of either organization's scope of activities, one of these firms will act as
the representative of the City in the performance of its Program Management role.
1.8 BASIC SERVICES: "Basic Services" shall include the architectural and lor
engineering, services, as required, for the planning, design, bidding/award, and
construction administration, or studies for a Project, as described in the "Consultant
Service Order", attached to this Agreement and issued by the City to the Consultant
hereunder.
1.9 PROJECT: The "Project" shall mean the City's Capital Project, described in the
"Consultant Service Order" attached to this Agreement, which will be approved by the
City Manager or his designee, and issued to the Consultant.
1.9.1 PROJECT COST: The ~'Project Cost", as established by the City, shall mean the
total cost of the Project to the City including: Construction Cost, professional
compensation, land cost, if any, financing cost, materials testing services, surveys,
contingencies and other miscellaneous costs.
1.9.2 PROJECT SCOPE: The "Project Scope" shall mean the description of the
Project contained in the "Consultant Service Order" issued to the Consultant by
the City hereunder, as modified by any approved change orders issued
subsequently.
1.10 CONSTRUCTION COST: The "Construction Cost" for the Project shall mean the
sum which is the total cost or estimated cost to the City of all elements of the Project
designed or specified by the Consultant and approved by the City, including, at current
market rates (with a reasonable allowance for overhead and profit), the cost of labor and
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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, not to exceed ten percent (10%) of the construction
cost for new construction, or twenty percent (20%) of construction cost for rehabilitation
of historic buildings, and not including the compensation of the Consultant and any
sub consultants, the cost of land, rights-of-way, surveys, testing, or other reimbursable
expenses. For Work not constructed, the Construction Cost shall be the same as the
lowest bona fide bid or competitive bid received and accepted from a responsible bidder
or proposer for any and all of such Work.
1.10.1 CONSTRUCTION COST BUDGET: The "Construction Cost Budget"
shall mean an amount budgeted by the City for Construction Cost, as specified in
the Project Scope in the "Consultant Service Order" issued hereunder.
1.10.2 STATEMENT OF PROBABLE CONSTRUCTION COST:
The "Statement of Probable Construction Cost" shall mean a forecast of
Construction Cost prepared by the Consultant, as defined in the attached
"Consultant Service Order" issued hereunder, for the guidance of the City. 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. The City shall
have the right to verify the Statement of Probable Construction Cost or detailed
cost estimate by the Consultant.
1.11 FORCE MAJEURE: "Force Majeure" shall mean any delay occasioned by superior or
irresistible force occasioned by violence in nature without the interference of human
agency such as hurricanes, tornadoes, floods, loss caused by fire and other similar
unavoidable casualties; or by changes in Federal, State or local laws, ordinances, codes or
regulations, 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.
1.12 CONTRACTOR / CONTRACTORS: "Contractor" or "Contractors" shall mean those
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persons or entities responsible for performing the Work or providing the materials,
supplies and equipment identified in the bid and Construction Documents for the Project.
1.13 CONTRACT DOCUMENTS: "Contract Documents" shall mean this Agreement and
the "Consultant Service Order" issued hereunder; the Agreement between City and
Contractor, Conditions of the Contract (General Supplementary and other Conditions);
Construction Documents; and any addenda issued prior to execution of the Contract for
Construction. A Modification is one of the following: (1) written amendment to this
Agreement or the Contract for Construction signed by both parties; (2) an approved
Change Order; (3) a Construction Change Directive; or (4) a written order for a minor
change in the Work issued by the Consultant.
1.14 CONTRACT FOR CONSTRUCTION: "Contract for Construction" shall mean a
legally binding agreement with Contractors.
1.15 CONSTRUCTION DOCUMENTS: "Construction Documents" shall mean the final
plans, specifications, drawings, documents and diagrams submitted by the Consultant
pursuant to Article 2.2 and the Consultant Service Order, and approved by the City.
1.16 CONTRACT AMENDMENT: "Contract Amendment" shall mean the written order to
the Contractor 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 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.
1.17 ADDITIONAL SERVICES: "Additional Services" shall mean those servIces
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described in Article 5 herein, which have been duly authorized in writing by the City
Manager prior to commencement of same.
1.18 WORK: "Work" shall mean the work to be performed on the Project by the Contractor,
pursuant to the applicable Documents, whether completed or partially completed, and
includes labor and materials, equipment, and services provided, or to be provided, by the
Contractor to fulfill its obligations.
1.19 SERVICES: "Services" shall mean the services to be performed on the specified Project
by the Consultant pursuant to this Agreement, and the "Consultant Service Order( s)"
issued hereunder, whether completed or partially completed, and includes other labor and
materials, equipment and services provided, or to be provided, by Consultant to fulfill its
obligations herein.
1.20 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".
1.21 SCHEDULES: "Schedules" shall mean the vanous schedules attached to this
Agreement, as described in the Consultant Service Order(s), and referred to as follows:
Schedule A - Consultant Service Order (Scope of Service)
Schedule B- Consultant Compensation: The schedule of compensation to the Consultant
for Basic Services, 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.
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1.22 SCOPE OF SERVICES: "Scope of Services" shall mean the Project Scope as described
in the "Consultant Service Order(s)", Schedule "A", issued by the City hereunder,
together with the Basic Services and any Additional Services approved by the City, as
described in Articles 2 and 5, respectively herein.
ARTICLE 2. BASIC SERVICES
The Consultant shall provide Basic Services for the Project as set forth hereafter. The Services
for this Project will be performed by the Consultant upon receipt of a written Consultant Service
Order signed by the City Manager, or his designee. Consultant shall countersign the Consultant
Service Order upon receipt, and return the signed copy to the City.
The Consultant's Basic Services may consist of up to five Tasks (including: planning, design,
bidding/award, construction administration and additional services) as described in the attached
Consultant Service Order
The Consultant shall coordinate with sub consultants 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, local ordinances and codes (City of
Miami Beach and Miami-Dade County), Florida Statutes, Administrative rules and regulations
(including the regulations of the Florida Department of Transportation [FDOT], if applicable),
and 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, and
shall further take into account all known pending changes to the foregoing, of which it should
reasonably be aware. The Consultant shall insert the provisions of all required codes into the
Contract Documents where applicable.
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
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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 it
Contract Documents.
2.1 PLANNING SERVICES:
Consultant shall perform Planning Services as noted In attached "Consultant Service
Order" .
2.2 DESIGN SERVICES:
Based on the approved Planning documents developed under Article 2.1, Consultant shall
prepare Design Documents, as noted in the approved "Consultant Service Order".
2.3 BIDDING AND AWARD SERVICES:
Consultant shall provide bidding and award services as noted In attached approved
"Consultant Service Order".
2.4 CONSTRUCTION ADMINISTRATION SERVICES:
Consultant shall furnish construction administration services as noted in attached approved
"Consultant Service Order".
2.5 ADDITIONAL SERVICES:
If required and so approved by the City, Consultant shall provide Additional Services as
noted in attached approved "Consultant Service Order".
2.6 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 their
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
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decisions and approvals furnished by the City and its employees.
2.7 TIME: It is understood that time is of the essence in the completion of this Project, and in
this respect the parties agree as follows:
2.7.1 The Consultant shall perform the Services as expeditiously as is consistent with the
standard of professional skill and care required by this Agreement and the orderly
progress of the Work.
2.7.2 The parties agree that the Consultant's Services during all phases of this Project 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.
2.7.3 In providing the Services described in this Agreement, the Consultant shall use its
best efforts to maintain, on behalf of the City, a constructive, professional,
cooperative working relationship with the Program Manager, Contractor( s), and
others that have been contracted to perform Services and / or Work pertaining to the
Project. While the Services to be provided by Consultant under this Agreement will
be provided under the general direction of the City's Program Coordinator and
Program Manager( s), it is the intent of this Agreement to allow the Consultant the
performance of all design and construction work to the extent such coordination by
the Consultant is permitted by the contract documents and the Consultant Service
Order.
2.7.4 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
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extent that acts or omissions by the City or others make such performance
impossible.
2.7.5 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 City's Program Coordinator and / or Program Manager(s).
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 receive comments from reviewers
via a set of marked-up drawings and specifications. 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.
2.7.6 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.
2.7.7 Consultant agrees to certify and warrant all estimates of Construction Cost prepared
by Consultant. Said certifications shall be in a form approved by the City.
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2.7.8 Consultant represents to City that all evaluations of the City's Project Budget,
Consultant generated Statement of Probable Construction Cost, and detailed
estimates 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.
2.7.9 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.
2.7.10 Consultant agrees to employ and designate in writing, within five (5) calendar
days after receiving a signed Consultant Service Order, 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 of the City. Consultant further agrees to obtain a binding agreement with
its Project Manager providing a minimum of one (1) month notice before
assuming a different position, said notice waivable by the City at its discretion.
2.7.11 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 sub consultant or
subcontractors engaged by Consultant, which request may be made by City with
or without stating its cause.
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2.7.12 Consultant herein represents to City that it has expertise in the type of professional
services that will be performed and 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.
2.7.13 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.
2.7.14 The City and Consultant acknowledge that the Scope of Services under Schedule
"A" does not delineate every detail and minor work task required to be performed
by Consultant to complete the Project. If, during the course of the performance of
the Services contemplated in this Agreement, Consultant determines that work
should be performed to complete the Project which is, in the Consultant's opinion,
outside the level of effort originally anticipated, whether or not the Scope of
Services identifies the work items, 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. The Project Coordinator must
comply with Contract Amendment processing requirements as outlined in Article
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1.16, prior to issuance of any written authorization to proceed with Additional
Services to Consultant. If Consultant proceeds with additional Services without
notifying and obtaining the consent of the Project Coordinator, said work shall be
deemed to be within the original level of effort, and deemed included as a Basic
Service herein, whether or not specifically addressed in the Scope of Services.
Notice to the Project Coordinator does not constitute authorization or approval by
the City to perform the work. Performance of work by Consultant outside the
originally anticipated level of effort without the prior written consent of the City
shall be at Consultant's sole risk.
2.7.15 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, at the
completion of the Project.
2.7.16 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.
2.7.17 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 Project and may provide reasonable compensation, if
appropriate.
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2.7.18 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
Contract Documents
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 the 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
compliance with Article 1.16 requirements, including but not limited to the following:
a) The Consultant Service Order describing tasks 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 Projects, including previous reports and any other data
relative to design or construction of the Project(s). It shall be fully understood that City,
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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 Request
for Qualifications 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 be deemed to be within the original level of effort and
deemed included as a Basic Service herein.
3.3 The City has established a Construction Cost Budget for the Project(s), as stated in the
approved Consultant Service Order.
3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance
counseling services as may be required at any time for the Project(s), 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 sub
consultants or vendors working on this Project for which Consultant has received
payment from the City.
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project or
non-conformance with the Contract Documents, the City shall give prompt written notice
thereof to the Consultant.
3.6 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 and of the Work. No approvals required by the City during the
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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.
3.7 The City Commission shall be the final authority to do or to approve the following
actions or conduct by passage of an enabling resolution or amendment to this Agreement.
3.7.1 The City Commission shall be the body to consider, comment upon, or approve
any amendments or modifications to this Agreement, except when noted
otherwise (i.e., where delegated to the City Manager or his designee) in this
Agreement.
3.7.2 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.
3.7.3 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.
3.7.4 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.
3.7.5 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).
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3.8 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.
3.8.1 The City Manager shall decide, in his professional discretion, matters anslng
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.
3.8.2 The City Manager shall be authorized, but not required, at the request of 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.
3.8.3 The City Manager, or his designee, shall be the sole representative of the City
authorized to issue a Consultant Service Order.
3.8.4 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.
3.8.5 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.
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ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST
4.1 The Construction Cost Budget, as established by the City and stated in the Consultant
Service Order, shall not be exceeded without fully justifiable, extraordinary and
unforeseen circumstances, such as Force Majeure, which is beyond the control of the
parties. Any expenditure above this amount shall be subject to prior City Commission
approval by passage of an enabling resolution and amendments to the appropriate
agreements relative to the Project, prior to any modification of the Construction Cost.
Provided further, however, that even in the event of a Force Majeure, as defined in
Article 1.11, the City shall have no obligation to approve an increase in the Construction
Cost Budget limitations established herein, and, if such budget is exceeded, the City
Commission may, at its sole option and discretion, terminate this Agreement without any
further liability to the City'.
4.2 If the lowest bona fide base bid exceeds the Construction Cost Budget 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 the 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, construction schedule, and sequence of
Work, as may be required to reduce the Construction Cost Budget. In the event the City
elects to reduce the Project Scope, the Consultant shall provide such revisions to the
Construction Documents, and provide rebidding services, as many times as reasonably
requested by the City, as a Basic Service, with no additional cost to the City, in order to
bring the bids within five percent (5%) of the Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES
5.1 Additional Services for projects under this contract will only be performed by the
Consultant following receipt of a written authorization by the City Manager or his
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designee, prior to commencement of same. Such authorization shall contain a description
of the Additional Services required; an hourly fee, as provided in Schedule "C" with an
"Not to Exceed" amount on additional Reimbursable Expenses (if any); the amended
Construction Cost Budget (if applicable); and an amended completion date for the Project
(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 the City and all costs applied to such shall be verifiable through time sheet
and reimbursable expense reviews.
5.2 The term "Additional Services" includes servIces involving the Consultant or any
sub consultants 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 Consultants as set forth in this Agreement.
5.3 Additional Services may consist of the following:
5.3.1 Serving as an expert witness in connection with any public hearing, arbitration
proceeding or legal proceeding unless such preparation has arisen from the failure
of the Consultant to meet the Standard of Care set forth in Article 2.
5.3.2 Preparing documents for Change Orders, or supplemental W ot:k, initiated at the
City's request and outside the scope of the Work specified in the Construction
Documents, after commencement of the Construction Phase.
5.3.3 Providing such other professional services to the City relative to the Project which
arises from subsequent circumstances and causes (excluding circumstances and
causes resulting from error, inadvertence or omission of the Consultant) which do
not currently exist or which are not contemplated by the parties at the time of
execution of this Agreement.
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5.3.4 Assistance in connection with bid protests, rebidding or renegotiating contracts
for construction, materials, equipment or services, except as otherwise expressly
provided for herein.
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 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".
6.2 Expenses subject to reimbursement in accordance with the above procedures may include
the following:
6.2.1 The cost of testing or investigation of underground utilities, if authorized by the
City Project Coordinator.
6.2.2 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 sub-
consultants are not reimbursable.
6.2.3 Expenses for reproduction and the preparation of graphics for community
workshops
6.2.4 Fees for all necessary permits shall be paid directly by City.
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ARTICLE 7. COMPENSATION FOR SERVICES
7.1 The Consultant shall be compensated the not to exceed, cost reimbursable fee listed in
Schedule "B" for Basic Services, based on the "Hourly Rate Schedule" presented in
Schedule "C". Payments for Basic Services shall be made within forty-five (45) calendar
days of receipt and approval of an acceptable invoice by the City Project Coordinator.
Payments shall be made in proportion to the Services satisfactorily performed in each
Phase so that the payments for Basic Services for each Phase shall not exceed the
progress percentage noted in the Consultant's Progress Schedule, submitted with each
invoice. No markup shall be allowed on subcontracted Basic Services.
7.2 Additional Services authorized in accord with Article 5 will be compensated using the
hourly rates forth in Schedule "C". Request for payment of Additional Services shall be
included with the monthly Basic Services payment request noted in Article 7.1 above. All
Additional Services must be approved by the Project Coordinator, in writing, prior to
commencement of same, as noted in Article 5. Under no circumstances shall the "Not to
Exceed" amount noted in Schedule "B" be exceeded without prior written approval from
the City Project Coordinator. No markup shall be allowed on subcontracted Additional
Services.
7.3 Final price for projects that would require a Lump Sum/Percentage of Construction Cost,
will be negotiated by the City's "Project Coordinator", the City will reserve the right to
determine after evaluation, if the cost pursuant the services to be rendered under a Lump
Sum/Percentage of Construction Cost is fair and reasonable.
7.4 Reimbursable Expenses, as defined in Article 6, shall be paid up to the "Not to Exceed"
amount noted in Schedule "B". Request for payment of Reimbursable Expenses shall be
included with the monthly Basic Services payment request noted in Article 7. Proper
backup must be submitted with all reimbursable requests. No markup or administrative
charges shall be allowed on Reimbursable Expenses.
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7.5 The City and the Consultant agree that:
7.5.1 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. Notwithstanding the preceding sentence, City and
Consultant herein acknowledge and agree that the City has advised Consultant
that the Mayor and City Commission may consider, at its sole discretion, an
expansion of the scope of the Project. In the event that the Mayor and City
Commission consider and approve the additional scope of work, the Consultant
hereto agrees that its resulting compensation will be based on the hourly rates
under schedule "C" and further agree that the fees will not exceed $50,000 for
construction projects, $25,000 for studies and $50,000 for continuing studies.
7.5.2 Commencing on October 1, 2005, 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%).
7.6 No retainage shall be made from the Consultant's compensation on account of sums
withheld from payments to Contractors.
7.7 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 (schedule "C"). 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 Reimbursable Expenses by category. Where written
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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 and current invoices that records hours for all Services by
employee category and reimbursable by category.
7.8 The City shall pay Consultant within forty-five (45) calendar days from receipt of
Consultant's proper statement.
7.9 Final payment of the Consultant upon Project completion must be approved by the City
Manager.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Consultant shall keep such records and accounts and require any and all Consultant and
sub consultants 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 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 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 of the Project. (Reference attached Schedule "A", entitled" Consultant
Service Order" for any additional requirements).
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9.2 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 10. TERMINATION OF AGREEMENT
10.1 Termination For Lack Of Funds. The City is a governmental entity and is subject to the
appropriation of funds by its legislative body in an amount sufficient to allow
continuation of its performance in accordance with the terms and conditions of this
Agreement. In the event there is a lack of adequate funding 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.
10.2 Termination For Cause. The City may terminate this Agreement for cause in the event
that the Consultant (1) violates any provisions of this Agreement or performs same in bad
faith or (2) unreasonably delays the performance of the Services or does not perform the
Services in a timely and satisfactory manner, upon written notice to the Consultant In the
case of termination by the City for cause, the Consultant shall be first granted a thirty
(30) day cure period after receipt of written notice from the City.
10.2.1 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.
1 0.2.2 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 7 herein and the City shall have no further liability for
compensation, expenses or fees to the Consultant, except as set forth in Article 7.
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10.2.3 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 affected by such termination.
10.2.4 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.
10.3 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, in
accordance with Article 7 herein, and the City shall have no further liability for
compensation, expenses or fees to the Consultant, except as set forth in Article 7.
10.4 Termination By Consultant. The Consultant may only terminate this Agreement for
cause in the event that the City willfully violates any provisions of this Agreement or
unreasonably delays payment for the Services, upon written notice to the City, thirty (30)
days prior to termination. In that event, payment for Services satisfactorily performed by
the Consultant and accepted by the City prior to receipt of a Notice of Termination shall
be made in accordance with Article 7 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.
10.4.1 The Consultant shall have no right to terminate this Agreement for convenience
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of the Consultant.
10.5 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.
10.6 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 any company or
other person any fee, commission, gift or other consideration contingent upon the
execution of this Agreement. For breach or violation of this warranty, the City has the
right to terminate this Agreement without liability to the Consultant for any reason
whatsoever.
ARTICLE 11. INSURANCE
11.1 The Consultant shall comply throughout the term of this Agreement with the insurance
requirements stipulated herein. It is agreed by the parties that the Consultant shall not
commence with work on this Project until satisfactory proof of the following insurance
coverage has 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
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of any claims filed or made against the Professional Liability Insurance Policy.
(b) Comprehensive General Liability Insurance in the amount of $1,000,000.00
Single Limit Bodily Injury and Property Damage coverage for each occurrence,
which will include products, completed operations, and contractual liability
coverage. The City must be named as an additional insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory
limits of the State of Florida.
11.2 The Consultant must give thirty (30) days prior written notice of cancellation or of
substantial modifications in the insurance coverage, to the Project Coordinator.
11.3 The insurance must be furnished by an insurance company rated B+:VI or better, or its
equivalent, according to Bests' Guide Rating Book and 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.
11.4 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 12. INDEMNIFICATION
Consultant herein agrees to indemnify and hold harmless the City, and its officer 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 12, and Consultant's indemnification contained
herein, shall survive the termination and expiration of the Agreement.
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ARTICLE 13. VENUE
13.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal action
is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein. Exclusive venue for the enforcement of same shall lie in Miami-Dade
County, Florida.
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 CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
ARTICLE 14. LIMITATION OF LIABILITY
14.1 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
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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
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 15. MISCELLANEOUS PROVISIONS
15.1 The laws of the State of Florida shall govern this Agreement.
15.2 Equal Opportunitv Emplovment Goals: 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.
15.3 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 sub consultant 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.
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15.4 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.
15.5 The Consultant represents that it has made and will make reasonable investigation of all
sub consultants 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.
15.6 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.
15.7 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.
15.8 This document incorporates and includes all prior negotiations, correspondence,
conversations, agreements or understandings applicable to the matters contained herein;
and the parties agree that there are no commitments, agreements or understandings
concerning the subject matter of this Agreement that are not contained in this document.
Accordingly, the parties agree that no deviation from the terms hereof shall be predicated
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upon any prior representations or agreements whether oral or written. It is further agreed
that no modification, amendment or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document executed with the same
formality and of equal dignity herewith.
ARTICLE 16. NOTICE
16.1 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
1 700 Convention Center Drive
Miami Beach, Florida 33139
City Manager's Office
c/o Assistant City Manager Timothy Hemstreet
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
With a copies to:
Public Works Office
c/o Public Works Director Fred Beckmann
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
CIP Project Office
c/o Acting CIP Director Jorge Chartrand
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
35
AlE Services on an "As Needed Basis"
September 2005
All written notices given to the Consultant from the City shall be addressed to:
Daphne I. Gum
Gum Matute, P .A.
2701 Ponce De Leon Blvd,
Suite 203
Coral Gables, Florida 33134
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 hereinabove written.
CITY CLERK
Robert Parcher
Attest
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----DA1>~B:t
Print Name
(; l/~t2'
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
36
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Date
AlE Services on an "As Needed Basis"
September 2005
SCHEDULE A
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND GURRI MATUTE, P.A.
CONSULTANT SERVICE ORDER
for Consulting Services
Service Order No.
TO: Gum Matute, P .A.
2701 Ponce De Leon Blvd,
Suite 203
Coral Gables, Florida 33134
DATE:
[DATE ORDER EFFECTIVE]
Pursuant to the Agreement between the City of Miami Beach and the above named firm for
VARIOUS PROFESSIONAL SPECIALTIES ON AN "AS-NEEDED BASIS," FOR CAPITAL
PROJECTS IN WHICH THE BASIC CONSTRUCTION COST DOES NOT EXCEED
$500,000 PER PROJECT, OR FOR STUDY ACTIVITIES FOR WHICH THE FEE DOES NOT
EXCEED $25,000, AND CONTINUING CONTRACTS UP TO $50,000, Dated:
you are directed to provide the following:
SCOPE OF SERVICES:
. Project Name and No.:
Estimated Calendar days to complete this work:
Start Date:
Estimated Construction Cost: $
Fee for this Service Order: $
The above fee is a lump sum, _or Upset limit (check one)
This Work is: Basic Service Additional Service
Reimbursable Expense Allowance: $
days
Project Coordinator
Consultant
37
AlE Services on an "As Needed Basis"
September 2005
SCHEDULE B
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND GURRI MATUTE, P.A.
CONSULTANT COMPENSATION
Fee Schedule: (Please attach schedule)
Basic Services:
Architectural or Engineering Services applied to:
Roads
_ Streetscapes
_Landscaping
_Irrigation Systems
_Parking Lots
_Buildings
Other
Project Cost:$
(This price will be negotiated and approved by the City's authorized representative)
Reimbursable Expenses:$
Total Lump Sum: $
38
SCHEDULE C
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND GURRI MATUTE, PA
CERTIFIED HOURLY RATES
(Aoolicable oersonnel only)
Project Principal $ 175.00
Project Manager $ 150.00
Senior Electrical Engineer $
Electrical Engineer $
Senior Mechanical Engineer $
Mechanical Engineer $
Senior Structural Engineer $
Structural Engineer $
Senior Transportation Engineer $
Transportation Engineer $
Senior Environmental Engineer $
Environmental Engineer $
Environmental Technician $
Environmental Specialist $
Environmental Permit Specialist $
Senior Surveyor $
Surveyor $
Surveyor Support Staff $
Senior Architect $ 120 00
Architect $ 100.00
Senior Designer $ 90.00
Designer $ 75.00
Senior Urban Planner $
Urban Planner $
Senior CAD Technician $ 75.00
CAD Technician $ 50.00
Senior Landscape Architect $
Landscape Architect $
Clerical $ 50.00
Administrative Assistant $ 45.00
CONSULTANT
Gurri Matute PA
(Corporate Seal)
Daphne I. Gurri, AlA, Principal
(Print Name and Title)
_J_~ day of __Auqust
, 20~.
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
n () ~ h/'5/Jf
~ ~ttyA~ Dale
AlE Services on an "As Needed Basis"
September 2005
SCHEDULE D
PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MIAMI
BEACH AND GURRI MATUTE, P.A.
PROJECT SCHEDULE
Task Descriotion:
Calendar Davs After Notice to Proceed
Planning Phase Services
Days
Design. Phase Services
Days
Bidding and Award Phase Services
Days
Construction Phase Services
Days
Note: The above durations are calendar days which are include the response time by the City, including Program
Manager's response time, it its required for the project.
41
September 2005
AlE Services on an "As Needed Basis"
XXXI.
XXX 2.
XXX3.
4.
XXX 5.
XXX?
XXX 8.
XXX 9.
INSURANCE CHECK LIST
Workers' Compensation and Employer's Liability per the statutory limits of the state of
Florida.
Comprehensive General Liability (occurrence form), limits of liability $ 1.000.000.00 per
occurrence for bodily injury property damage to include Premises/ Operations; Products,
Completed Operations and Contractual Liability. Contractual Liability and Contractual
Indemnity (Hold harmless endorsement exactly as written in "insurance requirements" of
specifications).
Automobile Liability - $1,000,000 each occurrence - owned/non-owned/hired automobiles
included.
Excess Liability - $
. 00 per occurrence to follow the primary coverages.
The City must be named as and additional insured on the liability policies; and it must be
stated on the certificate.
6.
Other Insurance as indicated:
_ Builders Risk completed value
_ Liquor Liability
_ Fire Legal Liability
_ Protection and Indemnity
_ Employee Dishonesty Bond
$
$
$
$
$
.00
.00
.00
.00
.00
xxx Professional Liability
$1..000..000 .00
Thirty (30) days written cancellation notice required.
Best's guide rating B+:VI or better, latest edition.
The certificate must state the Quote number and title
VENDOR AND INSURANCE AGENT STATEMENT:
We understand the Insurance Requirements under this contract, and that evidence of this insurance is
required before any work is performed for the City of Miami Beach.
Vendor
Signature of Vendor
(Please attach Insurance Certificate following this page)
42