2000-23786 RESO
RESOLUTION NO. 2000-23786
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, APPROVING
AND AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
MIAMI BEACH AND A.R.I. ARCHITECTS, INC. D.B.A.
SKLARCHITECTURE FOR PROFESSIONAL
ARCHITECTURAL AND ENGINEERING SERVICES,
PURSUANT TO REQUEST FOR QUALIFICATIONS (RFQ)
NO. 87-98/99, TO DEVELOP PLANS, SPECIFICATIONS AND
CONSTRUCTION DOCUMENTS FOR THE RENOVATION
OF THE MIAMI BEACH CONVENTION CENTER AND THE
JACKIE GLEASON THEATER OF THE PERFORMING
ARTS, WHICH WILL PROVIDE ADA-COMPLIANT DOOR
HARDWARE, REFURBISH A LOUNGE AND TWO LOBBIES,
AND 72 RESTROOMS AND OTHER IMPROVEMENTS FOR
A MAXIMUM FEE OF $283,451.
WHEREAS, on September 13, 1995, the Mayor and City Commission authorized the Mayor
and City Clerk to execute a Professional Services Agreement with R.J. Heisenbottle Architects
(Heisenbottle), under Commission Memorandum No. 673-95, authorizing a study of the level of
compliance with the provisions of the Americans with Disabilities Act (ADA) at the Miami Beach
Convention Center and the Jackie Gleason Theater of the Performing Arts (TaPA); and
WHEREAS, on January 20, 1997, Heisenbottle submitted their findings in a report detailing
the areas of the Convention Center and TaPA which needed to be modified to attain full compliance
with the requirements of the ADA, and the estimated cost of the recommended modifications; and
WHEREAS, on November 18, 1998, by Commission Memorandum No. 783-98, the Mayor
and City Commission authorized the approval and appropriation of funding for the Capital Projects
Plan for the Miami Beach Convention Center and the Jackie Gleason Theater of the Performing Arts
(TOP A) for the fiscal year ending September 30, 1999, this allocation included funding for the
required restroom improvements and ADA compliance items recommended by the Heisenbottle
study; and
WHEREAS, on June 23, 1999, the Mayor and City Commission approved the issuance of
a Request For Qualifications (RFQ) from architectural or engineering firms to provide professional
services for the design of the renovations to the Miami Beach Convention Center and the Jackie
Gleason Theater of the Performing Arts (TOP A) to make available ADA-compliant restrooms,
doors, ramps and other improvements; and
WHEREAS, eleven (11) firms submitted proposals detailing their qualifications for the
proposed project; and
WHEREAS, an Evaluation Committee was appointed by the City Manager to review the
proposals, which met on September 16 and October 7, 1999 and reviewed the qualifications of the
firms submitting proposals; and
WHEREAS, one ofthe firms, AR.I. Architects, Inc. doing business as: SKLARchitecture,
was recommended to the City Manager as best-qualified to undertake the project; and
WHEREAS, the Administration received authorization under Resolution No. 99-23368,
adopted on October 20, 1999 to enter into negotiations with this firm to refine the scope of work, and
to negotiate the fees to be paid for the work; and
WHEREAS, the Administration now requests approval of an Agreement between the City
and AR.I. Architects, Inc. d.b.a. SKLARchitecture, for professional architectural and engineering
services to prepare design drawings and bid and construction documents for the modifications
needed to bring the Convention Center and TOP A into compliance with the requirements of the
ADA Regulations.
NOW, THEREFORE BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City
Commission approve and authorize the Mayor and City Clerk to execute an Agreement Between
City of Miami Beach and AR.I. Architects, Inc. d.b.a. SKLARchitecture for Professional
Architectural and Engineering Services, pursuant to Request for Qualifications (RFQ) No. 87-98/99,
to develop plans, specifications and construction documents for the renovation of the Miami Beach
Convention Center and the Jackie Gleason Theater of the Performing Arts, which will provide ADA-
compliant door hardware, refurbish a lounge and two lobbies, and 72 restrooms and other
improvements for a maximum fee of$283,451.
PASSED AND ADOPTED this 9th day of Feb. ,2000.
'1!!1
MAYOR
ATTEST:
_~ ~~lUdLL^
CITY CLERK
F:IWORKI$ALLICAHlADAISKLARAGM.RES
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
A I 1JJ&J:i'
'ill.. : .~
Ciiy Attorney
21}~/Cv
Dat.
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
A.R.I. ARCHITECTS, INC. dba SKLARchitecture
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
FOR THE
MIAMI BEACH CONVENTION CENTER/GLEASON THEATER OF THE
PERFORMING ARTS RENOVATIONS TO COMPLY WITH A.D.A. REGULATIONS
PROJECT
F:\WORK\SALL\CAHlADA\SKLARCH.AGR
66
ARTICLE 1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.8.1
1.8.2
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
ARTICLE 2.
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
TABLE OF CONTENTS
PAGE
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I
City Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Proposal Documents ...............................................3
Consultant ....................................................... 3
City's Project Coordinator .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Basic Services .................................................... 4
The Project(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
The Project(s) Cost ................................................ 4
The Project(s) Scope ............................................... 4
Construction Cost Budget ........................................... 4
Force Maj eure .................................................... 4
Contractor ....................................................... 5
Contract Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contract for Construction ........................................... 5
Construction Documents ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Additional Services ................................................ 5
Work ........................................................... 5
Services ......................................................... 5
Base Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Upset Limit ...................................................... 6
.
BASIC SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Design Phase ..................................................... 6
Construction Documents Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Bidding or Negotiation Phase ....................................... 7
Construction Phase, Observation and Administration of the Const. Contract . . . . 8
Responsibility for Claims and Liabilities .............................. 10
Additional Field Representation ..................................... 11
Additional Services ............................................... 11
Time . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 3. THE CITY'S RESPONSIBILITIES ..................................13
ARTICLE 4. CONSTRUCTION COST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.1 Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.2 Responsibility for Construction Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 5. DIRECT PERSONNEL EXPENSE ..................................15
67
ARTICLE 6. REUvfBURSABLE EXPENSES ..................................... 15
ARTICLE 7.
7.1
7.2
7.3
PA YMENTS TO THE CONSULTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Payments on Account of Basic Services ............................... 16
Payment on Account of Additional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Project Suspension of Termination ................................... 16
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS. ... ........ '" ........ . .16
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS .......................... 16
ARTICLE 10. TERMINATION OF AGREEMENT................................. 17
10.1 Termination for Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
10.2 Termination for Convenience ....................................... 17
10.3 Termination by Consultant ......................................... 18
10.4 Implementation of Termination . . . . - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.5 Non-Solicitation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
ARTICLE 11. MISCELLANEOUS PROVISIONS .................................. 18
ARTICLE 12. EXTENT OF AGREEMENT... ..... .. ...... ....... . .... ...........19
ARTICLE 13. BASIS OF COMPENSATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
13.1 Compensation for Services ......................................... 19
ARTICLE 14. INSURANCE.............. ... ...... .............. " ............ .20
,
ARTICLE 15. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . .21
ARTICLE 16. VENUE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. .. . . . .21
ARTICLE 17. LIMITATION OF LIABILITy...................................... 21
ARTICLE 18. ADDITIONAL CONDITIONS...................................... 21
ARTICLE 19. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SCHEDULES
SCHEDULE "A" - Consultant Scope of Work ...... . . . . . . . . . . . . . . . . . . . . . . . . . .24
SCHEDULE "B" - Consultant Compensation ................................ 26
SCHEDULE "C" - Subcontract Hourly Compensation Rates. . . . . . . . . . . . . . . . . . . . . 27
SCHEDULE "D" - Project Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
68
TER.l\.1S AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
A.R.I. ARCHITECTS, INC. d.b.a. SKLARchitecture
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
THIS AGREEMENT made and entered into this _ day of , 2000, 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 A.R.I. Architects, Inc. dba SKLARchitecture, a Florida
corporation, whose address is 235 Lincoln Road, PH 400, Miami Beach, FL 33139 (hereinafter
referred to as Consultant).
WIT N E SSE T H:
. WHEREAS, the City intends to undertake a Project within the City of Miami Beach, which
is more particularly described in Schedule "A", attached hereto, and wishes to engage the Consultant
to provide architectural and/or engineering services for the Project at the agreed fees as set forth in
this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of
architectural, engineering and related professional services relative to the Project, as hereinafter set
forth, including: studies, design, preparation of construction documents and construction
administration services, at! as hereinafter stipulated.
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY The "City" or "Owner" shall mean the City of Miami Beach and is a Florida
municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach,
Florida 33139. The City, as a governmental entity, is subject to the availability of funds and
appropriation of funds by its legislative body and other governmental authorities or sources of
revenue, in an amount to allow continuation of its performance under this Agreement. In the event
of lack of funding for this Agreement or a project subject to this Agreement, this Agreement may
be terminated by the City pursuant to the procedures set forth in Article 10.
1.2 CITY COMMISSION "City Commission" shall mean the governing and legislative
body of the City. The City Commission shall be the final authority to do or to approve the following
actions or conduct by passage of an enabling resolution or amendment to this Agreement.
69
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
t\1anager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum often thousand dollars ($10,000.00) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer
of the City. The City Manager shall be construed to include any duly authorized designees, including
a Project Coordinator, and shall serve as the City's representative to whom administrative requests
for approvals shall be made and who shall issue authorizations (exclusive of those authorizations
reserved to the Commission) to the Consultant. These authorizations shall include, without
limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports,
estimates, contracts and other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided,
however, that he cannot increase the Consultant's compensation or other budgets established by this
Agreement. The City Manager, in his administrative discretion, may consult with the City
Commission concerning disputes or matters arising under this Agreement regardless of whether such
matters or disputes are enumerated herein.
The City Manager shall additionally be the sole representative of the City authorized to issue
2
70
a Notice to Proceed as referenced in Article 2 herein. The City Manager may consider. comment
upon or approve modifications in accordance with applicable laws and ordinances.
1.3.3 The City Manager may approve change orders which do not exceed the smn often
thousand dollars ($1 0,000.00) (or other such amount as may be specified by the City of Miami Beach
Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein.
1.3.4 The City Manager may, in his sole discretion, form a committee or committees, or
inquire of or consult with persons for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities under this Agreement.
1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the:
REQUEST FOR QUALIFICATIONS FOR "ARCHITECTURAL/ENGINEERING SERVICES TO
DEVELOP BID DOCUMENTS FOR THE RENOVATION OF THE MIAMI BEACH
CONVENTION CENTER AND THE JACKIE GLEASON THEATER OF THE PERFORMING
ARTS TO PROVIDE ADA-COMPLIANT RESTROOM FACILITIES, TO PROVIDE NEW ADA-
COMPLIANT DOOR HARDWARE, TO REFURBISH ONE LOUNGE AND TWO LOBBIES"
(RFQ NO. 87-98/99) 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 and this Agreement, this Agreement shall prevail.
1.5 CONSUL T ANT The "Consultant" is herein defined as A.R.I. Architects, Inc. dba
SKLARchitecture, a Florida Corporation, whose address is 235 Lincoln Road, PH 400, Miami
Beach, FL 33139.
1.5.1 All architects required by the needs of this Project shall be duly licensed and admitted
to practice architecture in this State pursuant to Chapter 481, Florida Statutes, and additionally
possessing the requisite occupational licenses from the City and the County. All engineers required
by the needs of this Project shall be duly licensed and certified by the State of Florida to engage in
the practice of engineering in this State. All special inspectors, if any, required by the needs of this
Project shall be duly certified, licensed and registered under Chapter 471, Florida Statutes, as an
engineer, or under Chapter 481, as an architect, and shall additionally possess the requisite
occupational license from the City and the County.
1.5.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the direction or control of Consultant.
Any subconsultants retained by Consultant pursuant to this Agreement and the Project, shall be
subject to prior written approval of the City. '
1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean
the individual appointed by the City Manager who shall be the City's authorized representative to
3
71
coordinate, direct. and review on behalf of the City, all matters related to the Project. except as
otherwise provided herein.
1.7 BASIC SERVICES "Basic Services" shall include the professional services of
normal architectural, structural, mechanical/electrical, civil engineering, and land surveying services,
as required, for the design, preparation of contract documents and administration of the Construction
Contract for the Project hereunder.
1.8 THE PROJECT That City Capital Project which has been approved by the City
Commission, and as described in the Schedules attached hereto.
1.8.1 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, and other miscellaneous Owner costs.
The Project will require a Statement of Probable Cost to be submitted prior to bidding.
Should construction cost proposals exceed the Final Statement of Probable Cost by more than 5%,
t.qe Consultant agrees to perform requested modifications to plans and specifications at no cost to
the City to lower the cost of the Project to permit reissuance of the construction bid proposal.
1.8.2 PROJECT SCOPE The City shall establish the Scope of Services for the Project
to be provided to the Consultant prior to the start of the Project, this docwnent is attached hereto and
incorporated herein as a Schedule to this Agreement.
1.9 CONSTRUCTION COST BUDGET The "Construction Cost Budget" for the
Project shall mean a sum Which is 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, not to
exceed ten percent (10%) of the Construction Cost, and not including the compensation of the
Consultant and any Sub-Consultants, rights-of-way, the cost of land, and surveys.
1.9.1 The Construction Cost Budget, as established by the City, shall not be exceeded
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 and/or City Manager approval by passage of an enabling resolution and amendments
to the appropriate agreements relative to the Project prior to any modification of the construction
costs due to force majeure. Provided further, however, that even in the event of a force majeure as
defined below, the City shall have no obligation to exceed the Construction Cost Budget limitations
established herein.
1.10 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior
or irresistible force occasioned by violence in nature without the interference of human agency such
as hurricanes, tornados, flood and loss caused by fire and other similar unavoidable casualties.
4
72
Changes in federal, state or local laws. ordinances, codes or regulations. enacted after the date of this
Agreement and.having a substantial impact on the Project. or other causes beyond the parties control
or by any other such causes which the Consultant and the City Commission decide in writing justify
the delay. Provided, however, that market conditions, labor conditions, construction industry price
trends and similar matters which normally impact on the bidding process shall not be considered a
Force Majeure.
1.11 CONTRACTOR "Contractor" or "Contractors" shall mean those persons or entities
responsible for performing the construction work or providing the materials. supplies and equipment
identified in the bid and contract documents for the Project.
1.12 CONTRACT DOCUMENTS "Contract Documents" shall mean this Agreement;
the Agreement between City and Contractor; Conditions of the Contract (General Supplementary
and other Conditions); Construction Documents; and addenda issued prior to execution of the
Contract for Construction. A Modification is one of the following: (1) written amendment to 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.
1.13 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean a
legally binding agreement with contractors.
1.14 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the final
plans, specifications, drawings, documents and diagrams submitted by the Consultant pursuant to
Article 2.4 and approved by the City.
1.15 CHANGE ORDER "Change order" shall mean the written order to the Project
Manager approved by the Owner as specified in this Agreement and signed by the Owner's duly
authorized representative, authorizing a change in the Project or the method and manner of
performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Change
orders shall only be approved by the City Commission, if they exceed ten thousand dollars
($10,000.00), or the City Manager if they are ten thousand dollars ($10,000.00) or less in amount
(or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as
amended). Even for change orders for less than ten thousand ($10,000.00) the City Manager shall
retain the right to seek and obtain concurrence of the City Commission for the approval of any such
change order.
1.16 ADDITIONAL SERVICES "Additional Services" shall mean those services
described in Article 2.9 herein, which have been duly authorized in writing by the City Manager.
1.17 WORK "Work" shall mean all of the work to be performed on the Project by the
Contractor, pursuant to the applicable Contract pocuments, whether completed or partially
completed, and includes all labor and materials, equipment, and services provided, or to be provided,
by the Contractor to fulfill its obligations.
1.18 SERVICES "Services" shall mean all of the services to be performed on the Project
5
73
by the Consultant pursuant to this Agreement whether completed or partially completed, and
includes all other labor and materials, equipment and services provided, or to be provided, by
Consultant to fulfill its obligations herein.
1.19 BASE BID "Base Bid" shall mean the elements contained in the Construction
Documents recommended by the Consultant and approved by the Owner as being within the
Construction Cost Budget pursuant to the Statement of Probable Construction Cost provided by
Consultant. "Base Bid" shall not include "Additive Alternates" or "Deductive Alternates".
1.20 SCHEDULES "Schedules" shall mean the various schedules attached to this
Agreement and referred to as follows:
Schedule A -- Scope of Services.
Schedule B -- The schedule of compensation for the Consultant for Basic Architectural and
Engineering Services, and for reimbursable expenditures as defined, plus any Additional
Services, as submitted by the Consultant and approved by the City.
Schedule C -- The schedule of hourly rates of compensation for the Consultant and for sub-
consultants for ~dditional Services, as submitted by the Consultant and approved by the
City.
Schedule D -- Proposed Project Schedule.
1.21 UPSET LIMIT "Upset Limit" shall mean the maximum cumulative fee allowable
under the Scope of Work for fees billed in accordance with Schedules Band C, which the Consultant
shall not exceed without specific written authorization. The Upset Limit is not a guaranteed
maximum cost for the Scope of Services set forth in the Scope of Work.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project as set forth below. Any
additional work for this Project will be performed by the Consultant upon receipt of a written
"Amended Scope of Work" issued by the City Manager. The "Amended Scope of Work" shall
contain a description of the services required; contain either an agreed lump sum fee or an hourly
fee, as provided in Schedules B and C, with an upset limit for the services, and reimbursable
expenses; the additional Construction Cost Budget allocation required for the additional work, and
a description of the type of services to be provided.
2.2 The Consultant's Basic Services shall consist of the four phases described in Articles
2.3 through 2.6 and include normal architectural, structural, civil, and mechanical/electrical
engineering services as required.
2.3 DESIGN PHASE
2.3.1 The Consultant shall review with the City, (induding, if requested by the City
Manager, review by a committee or committees) alternative approaches to design and construction
of the Project.
6
74
2.3.2 Based on a mutually accepted program and project budget requirements, the
Consultant shall prepare, for approval by the City, design documents consisting of drawings and
other documents appropriate for the Project, and shall submit to the City a Statement of Probable
Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved design documents, the Consultant shall prepare, for approval
by the City, five (5) copies of the Construction Documents. In addition to a set of the documents on
reproducible Mylar for bidding purposes. Consultant shall also tile with the Project Coordinator at
said time, the following items: (a) five (5) copies of the Statement of Probable Construction Cost;
(b) five (5) unbound copies of the proposed advertisement for bids; CO five (5) unbound copies of the
bid proposal; and (d) three (3) copies of a final maintenance impact report.
Consultant shall provide City with three (3) sets of construction documents at approximately
eighty percent (80%) completion, approximately thirty (30) days prior to the date for delivery of the
five (5) copies of one hundred percent (100%) complete Construction Documents for review and
comment by the City's Engineering, Public Works, Parking, and Building Departments. Should
aqditional sets be required, Consultant will be reimbursed for the actual cost of reproduction, upon
approval by the City.
2.4.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period as approved by the City Manager.
The entire Project will be publicly bid with a Base Bid and such Additive Alternates and/or
Deductive Alternates as may be requested by City, to reasonably insure that the award will be within
the Construction Cost Budget.
The Construction Documents shall set forth in detail the requirements for construction of the
Project including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
Performance of those prerequisites necessary 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. Consultant shall not be directly responsible for pulling
construction permits.
2.4.3 The Consultant expressly agrees that all of its duties, services and responsibilities
tmder this Agreement shall be performed in accordance with the standard of care normally exercised
in the design ofprojects of this nature in South Florida. "Standard of Care" includes an examination
and analysis of visible site field conditions prior to initiating Project design.
2.5 BIDDING OR NEGOTIATION PHASE
2.5.1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining responsive lump
sum construction bids with the use of Additive and/or Deductive Alternatives and assist in awarding
7
75
and preparing the Contract for Construction.
2.5.2 Consultant shall be required to tabulate all bids received. Within three (3) working
days thereafter, the Consultant shall submit in writing to the City's Project Coordinator, its
recommendations for the award or rejection of the Construction Contract, together with two (2) sets
of the bid tabulations to be reviewed by the City.
2.6 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for each
Project under this Agreement, will terminate when final payment to the Contractor is due, or in the
absence of a final Certification for Payment or of such due date, sixty (60) days after the Date of
Substantial Completion of the Work or sixty (60) days after the completion date specified in the
Contract for Construction at the time of the award, whichever occurs later. The City's Project
Coordinator will be the City's representative on the Project construction site, but the presence of this
Coordinator shall in no way diminish any of the Consultant's duties and obligations as described in
th.is Agreement.
Any and all changes which would result in an increase of compensation to the Consultant
must be approved by the City Commission, or by the City Manager, if such change is less than ten
percent (10%) of the amount set forth in the Scope of Work. The City's Project Coordinator shall
be considered to be on the Project site for the benefit and protection of the City. The Consultant shall
have no right to rely on the Project Coordinator for assurances or advice regarding work which is the
responsibility of the Consultant. The Consultant and the City's Project Coordinator will hold regular
site meetings on at least a t\vice a month basis between themselves, the Contractor and the various
subcontractors, as appropriate.
2.6.2 The Consultant shall provide administration of the Construction Contract as set forth
herein, in paragraphs 2.6.3 through 2.6.17, or in the general or supplemental conditions of the
Contract for Construction, and the Consultant's assigned authority thereunder shall not be modified
without the Consultant's written consent.
2.6.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the Work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the Notice to Proceed with the Work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.6.4 The Consultant shall visit the Project site at periodic intervals appropriate to the stage
of construction, or as may otherwise be requested by the City, to remain familiar with the progress
and quality of the Work and to determine if the Work is proceeding in accordance with the
Construction Contract. The Consultant shall not be obligated to make continuous or exhaustive on-
site inspections to check quality and quantity of the Work. On the basis of such on-site inspections,
the Consultant shall keep the City informed of the progress and quality of the Work and shall
endeavor to guard the City against defects and deficiencies in the work of the Contractor. Upon
8
76
discovery of any defects or deficiencies the Consultant shall immediately notify the City's Project
Coordinator. Consultant's on-site inspections shall be limited to a total of 416 hours. On-site
inspections in excess of this total shall be billed to the City on an hourly basis as extra services
pursuant to Schedule "C". Consultant shall report the cumulative total hours spent on this activity
on a weekly report to be submitted to the City.
2.6.5 The Consultant shall not have control of~ or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the Work, or for failure of
any of them to carry out the Work in accordance with the Contract Documents.
2.6.6 The Consultant shall at all times have access to the work whenever it is in preparation
or progress.
2.6.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
is~ue certificates for paY!TIent in such amounts, as provided in the Contract Documents, subject to
the City's final approval.
2.6.8 The issuance of a Certification for Payment shall constitute a representation by the
Consultant to the City, based on the Consultant's visual observations at the site as provided in Article
2.6.4 and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, the work has progressed to the point indicated; that,
based on the Consultant's observation of the work, the quality of the work is in accordance with the
Contract Documents, subject to an evaluation of the work for conformance with the Contract
Documents upon substantial completion; to the results of any subsequent tests required by or
performed under the Contract Documents; to minor deviations from the Contract Documents
correctable prior to completion; and to any specific qualifications stated in the certificate for
payment; and that the Contractor is entitled to payment in the amount certified. However, the
issuance of a Certification for Payment shall not be a representation that the Consultant has made
any examination to ascertain how and for what purpose the Contractor has used the monies paid on
account of the contract sum.
2.6.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the Work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the Work or the interpretation of the Contract Documents. All actions
required by Consultant under this Paragraph shall be taken expeditiously.
2.6.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Contract Documents, and shall be in written or graphic form.
2.6.11 The Consultant shall, after discussion with the Project Coordinator, have authority
9
77
to reject work which does not conform to the Contract Documents. Subject to the City's approvaL
the Consultantwill have authority to require special inspection or testing of the work when it is
necessary or advisable (in the Consultant's opinion) for the implementation of the intent of the
Contract Documents. whether or not such work be then fabricated, installed or completed.
2.6.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to, shop drawings. product data, samples and other
submissions of the Contractor, for conformance only with the design concept of the work and with
the information given in the Contract Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
2.6.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the Contract Docwnents, and shall have authority to order minor changes in the
Work not involving an adjustment in the contract sum or an extension of the contract time which are
not inconsistent with the intent of the Contract Documents. Meeting notes documenting all minor
changes shall be presented in writing to the Project Coordinator after each meeting.
2.6.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's Architect for the project during the Construction Phase, shall not be modified or
extended without written consent of the Consultant and the City Manager.
2.6.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.6.16 The Consultant shall prepare a set of reproducible record drawings showing the
completed Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s). These shall be similar in scale and scope to the Contract
Document drawings but shall include all occurrences and instances where the finished building
differs from the Contract Docwnent drawings as a result of duly approved changes made during
construction of the Project. Such drawings, accompanied by 3 W' computer disks in Microsoft
Windows format, containing AutoCad (tm) format files containing the same information, are to be
submitted to the Project Coordinator within 60 days of submission of the final Certification for
Payment for the Project.
2.6.17 Consultant shall conduct inspections to determine the dates of Substantial and Final
Completion and shall issue a certificate for final payment to the Contractor under the Contract
Documents. The index and summary shall list each of the warranties, indicating their terms and
conditions as indicated by the language in such warranties.
2.7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.7.1 Approval by the City shall not constitUte nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
work; nor shall such approval be deemed to be an asswnption of such responsibility by the City for
10
78
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 upon the accuracy and validity of decisions and information
furnished by the City and its employees.
2.8 ADDITIONAL FIELD REPRESENT A TION Should the City and the Consultant
agree that more extensive representation at the site than is described in Article 2.6 is advisable, such
additional Project representation shall be provided and paid for as an Additional Service.
2.9 ADDITIONAL SERVICES Unless specifically provided for in the Scope of Work,
the following services are not included in Basic Services. Any Additional Services must be
authorized in writing by a City Commission Resolution or by the City Manager in advance of its
performance, and may be paid for as a multiple of direct personnel expense, as outlined in Schedules
Band C. Additional services will consist of the following services:
2.9.1 Providing services to investigate existing conditions or facilities or to make measured
drawings thereof, and to verify the accuracy of drawings or other inforn1ation furnished by the City
iq the event of an inconsjstency or omission in the drawings.
2.9.2 Making revisions in or addition to drawings, specifications or other documents when
such revisions or additions are inconsistent with written approvals or instructions previously given,
or are required by the enactment or revision of codes, laws or regulations subsequent to the
preparation of such documents or are due to other causes not solely within the control of the
Consultant.
2.9.3 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.9.4 Providing consultation concerning replacement of any work damaged by fire or other
causes during construction, and furnishing services as may be required in connection with the
replacement of such work.
2.9.5 Providing services made necessary by the default of the Contractor, or by major
defects or deficiencies in the Work of the Contractor (provided Consultant promptly notified the City
of any such defects or deficiencies observed by Consultant), or by failure of performance of either
the City or Contractor under the Contract for Construction.
2.9.6 Providing Basic Services after issuance to the City of the final certificate for payment,
or in the absence of a final certificate for payment, more than sixty (60) days after the date of
substantial completion of the Work, or sixty (60) days after the completion date set forth in the
Construction Contract, whichever is later. .
2.9.7 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration proceeding or legal proceeding unless such preparation has arisen from failure
11
79
of the Consultant to meet the Standard of Care set forth in Article 2.4.3.
2.9.8 Preparing documents for change orders, or supplemental work, initiated at the City's
request and outside the scope of the work specified in the Construction Documents, after
commencement of the Construction Phase.
2.9.9 Making revisions in drawings, specifications or other documents when such revisions
are inconsistent with written approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to the preparation of such documents.
If changes are required to be made because of error, oversight, inadvertence, clarification or
discrepancy in the work of the Consultant, the City shall not be liable to compensate Consultant for
Additional Services in such connection.
2.9.10 Providing consultation concerning replacement ofa new project or damage by fire
or other cause during construction, and furnishing such professional services in the type set forth
herein as may be required in connection with the replacement of such work.
. 2.9.11 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.9.12 Providing contract administration services during the Construction Phase, should the
Construction Contract time and working days be extended or unreasonably extended through no fault
of the Consultant.
2.9.13 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Section 1.6.
2.9.14 Providing certified land surveys and similar information.
2.9.15 Providing such other professional services to the City relative to the Project which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time of execution of this Agreement.
2.9.16 Services provided for by this subsection must be approved by the City Commission
or by the City Manager before such services are rendered.
2.10 TIME It is understood that time is of the essence in the completion of this Project, and
in this respect the parties agree as follows:
2.10.1 The Consultant shall perform Basic and Additional Services as expeditiously as is
consistent with the standard of professional skill and care required by this Agreement and the orderly
progress of the Work. Prior to commencement of said Services, the Consultant shall submit a
Project Schedule to the City, for its approval, detailing the timelines for completion of the Services
12
80
contemplated by the Agreement. The Project Schedule, as approved by the City, shall be attached
hereto and incorporated as a Schedule to this Agreement. Upon notice to the City, the Consultant
may submit adjustments to the Project Schedule, made necessary by undue time taken by the City
to approve the Consultant's submissions, and/or excessive time taken by the City to approve the
Services or parts of the Services; otherwise, any adjustments to the Project Schedule shall require
the prior written consent of the City. The City shall not unreasonably refuse to approve such
adjustment(s) to the Project Schedule if the request is made in a timely marmer and is fully justified.
The timelines set forth in this Schedule, as approved by the City, shall not. except as provided above,
be exceeded by the Consultant.
2.10.2 The parties agree that the Consultant's services during all phases of this Project will
be performed in a marmer which shall conform with the approved Project Schedule, as same may
be amended.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Project goals and design elements as set
fo~rth in the Proposal Documents and pursuant to Article 1.7 herein, and shall provide, consistent
with the foregoing described goals, such additional requirements for the Project as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and site requirements.
3.2 The City shall establish a Construction Cost Budget for the Project, which may
include contingencies for bidding, changes in the Work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in subparagraph
4.1.2. The City shall, at the request of the Consultant, provide a statement of funds available for the
Project, and their source.
3.3 The City Manager shall designate a representative defined as the City's Project
Coordinator authorized to act on the City's behalf with respect to the Project. The City's Project
Coordinator shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to. avoid unreasonable delay in the progress of the Consultant's
Services. Notwithstanding the foregoing, the City shall, whenever possible, observe the procedure
of issuing orders to its Contractor only through Consultant.
3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance
counseling services as may be required at any time for the Project, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project
or nonconformance with the Contract Documents, prompt written notice thereof shall be given by
the City to the Consultant.
3.6 The City shall furnish required information and services and render approvals and
13
81
decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's
Services and of the Work. No approvals required by the City during the various phases of the Project
shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to
approve or reject any proposed submissions of Consultant for any reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4.1 DEFINITION
4.1.1 The Construction Cost shall be the total cost or estimated cost to the City of all
elements of the Project, as designed or specified by the Consultant and approved by the City, as more
completely defined in Article 1.9.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
4.1.3 For work not constructed, the Construction Cost shall be the same as the lowest bona
fiqe bid or competitive prpposal received and accepted from a responsible bidder or proposer for any
and all of such Work.
4.1.4 F or work which bids or proposals have not been let, the Construction Cost shall be
the same as the latest Statement of Probable Construction Cost or detailed cost estimate. The City
shall have the right to verify the Statement of Probable Cost or detailed cost estimate by the
Consultant.
4.2 RESPONSIBILITY FOR CONSTRUCTION COST
4.2.1 If the bidding phase has not commenced within three (3) months after the Consultant
submits the Construction Documents to the City, and the City approvals have been made, the total
time being known as the date of approval, the Construction Cost Budget shall be adjusted to reflect
any change in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the City and the date on which proposals are sought.
4.2.2 Ifthe lowest bona fide base bid exceeds the Construction Cost Budget (as same may
also be adjusted as provided in Article 4.2.1) by more than five percent (5%), the City Commission
shall, at its sole discretion, have any of the following options: (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, as covered by the Service Order; (4)
select as many Deductive Alternatives as may be necessary to bring the award within the
Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Project scope,
construction schedule, and sequence of work, as may be required to reduce the Construction Cost
Budget. In the event the City elects to reduce the Project scope, the Consultant shall provide such
revisions to the Construction Documents and provide rebidding services, as many times as requested
by the City, as a Basic Service, with no additional cost to the City, in order to bring the bids within
14
82
five percent (5%) of the Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSE
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedules B
and C.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and consultants in the interest of the Project, for the expenses listed in the following subparagraphs.
All Reimbursable Expenses pursuant to this Article in excess of $200, must be authorized
in advance by the City Manager or the City's Project Coordinator. Invoices or vouchers for
Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting
re~eipts, and other back-up material reasonably requested by the City, and Consultant shall certifY
as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and
in accordance with the Agreement". Expenses subject to reimbursement in accordance with the
above procedures are as follows:
6.1.1 If authorized in advance by the City Manager or the City's Project Coordinator,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, if any, or other services.
6.1.2 Expense of any additional insurance coverage or limits requested by the City in excess
of the insurance requirement set forth in Article 14.
6.1.3 Expense of transportation in connection with the Project; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Project. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Miami-Dade County shall not be
reimbursable.
6.1.4 Expense of reproduction, postage and handling of drawings, specifications and other
documents, except for those expenses to be borne by the Consultant under the Basic Services,
excluding reproductions for the office use of the Consultant and the Consultant's consultants.
6.1.5 Aerial photography expenses and other photographic production expenses.
6.1.6 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
15
83
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES Payments for Basic
Services shall be made monthly based upon work completed and approved by the Project
Coordinator, upon presentation and receipt of Consultant's invoice or statement. When
compensation is made on the basis of a lwnp sum, then payments shall be made in proportion to the
Services performed in each phase so that the payments for Basic Services for each phase shall equal
the following percentages ofthe Total Compensation payable: Design Phase - 35%; Construction
Documents Phase - 40%; Bidding Phase - 5%; Construction Phase - 20%.
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES Payment on account
of the Consultant's Additional Services, as defined in Article 2.9, and for Reimbursable Expenses,
as defined in Article 6, shall be made within forty-five (45) days of presentation of the Consultant's
detailed statement or invoice of Services rendered or expenses incurred, which shall be rendered in
duplicate to the City.
7.3 PROJECT SUSPENSION OR TERMINATION Upon written notice to
Cpnsultant, the City shall have the right to suspend or terminate the services called for in any
particular portion of the Scope of Services. If the Project is suspended or terminated in whole or in
part for more than three (3) months, the Consultant shall be compensated for all Services performed
prior to receipt of written notice from the City of such suspension or such abandonment, together
with Reimbursable Expenses then due. If the Project is reswned after being suspended for more than
three (3) months, the Consultant's compensation shall be equitably adjusted, including any necessary
start-up costs. Prior to any payment due to suspension, the Consultant must provide the City with
all documents, reports, drawings, computer reports and the like reflecting the work completed to
date.
7.4 No deduction shall be made from the Consultant's compensation on account of sums
withheld from payments to contractors.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services
and services performed on the basis of a multiple of direct personnel expense shall be kept on the
basis of generally accepted accounting principles and shall be available to the City and the City's
authorized representatives at mutually convenient times and location for a period of three years after
the final payment for the Project.
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, with all lettering in ink or pencil or press-type, or by AutoCad(tm) and clearly legible
when the sheets are reproduced and reduced to half size.
16
84
9.2 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 each Project. Consultant shall deliver
the above documents to the City within thirty (30) days of completion of the Project, or termination
of this Agreement, or termination or abandonment of the Project.
9.3 Upon completion of the construction of the Project, Consultant shall, 'Within sixty (60)
calendar days following final inspection, deliver to the City the original contract working drawings
and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's Project
Coordinator. including all changes made during the course of the Project, as described hereinabove.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERl\1INATION FOR CAUSE The City may terminate this Agreement for cause
in the event that the Consultant (I) violates any provisions of this Agreement or performs same in
bad faith ("bad faith" to be determined by the City's Project Coordinator at his/her sole discretion);
or (2) unreasonably delays the performance of the Services ("unreasonably" to be determined by the
Ptpject Coordinator at hi$/her sole discretion), upon notice to the Consultant, in writing, seven (7)
days prior to termination.
10.1.1 In the event this Agreement is terminated by the City for cause, the City, at its sole
option and discretion, may take over the Services and complete them by contracting with another
consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for any additional
cost incurred by the City due to such termination. "Additional Cost" is defined as the difference
between the actual cost of completion of such incomplete services, and the cost of completion of
such Services which wouid have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
10.1.2 Payment only for Services satisfactorily performed by the Consultant and accepted
by the City prior to receipt of a Notice of Termination for Cause, shall be made in accordance with
Article 7 herein and the City shall have no further liability for compensation, expenses or fees to the
Consultant, except as set forth in Article 7.
10.1.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly
assemble and submit to the City, as provided herein or as required in the written notice, all
documents, including drawings, calculations, specifications, correspondence, and all other relevant
materials affected by such termination.
10.1.4 In the event of a termination for cause, no payments to the Consultant shall be made
(I) for Services not satisfactorily performed, as same shall be determined at the City's option and
discretion; and (2) for assembly of submittal of doc~ments, as provided above.
10.2 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
17
85
convenience, without cause and without penalty, when in its sole discretion it deems such
termination is in the best interest of the City. 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 docrnnents for the services performed, in accordance with Article 7 herein.
and the City shall have no further liability for compensation, expenses or fees to the Consultant,
except as set forth in Article 7.
10.3 TERMINATION BY CONSULTANT The Consultant may only terminate this
Agreement for cause in the event that the City willfully violates any provisions of this Agreement
or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days
prior to termination. In that event, payment for Services satisfactorily performed prior to the date of
termination shall be made in accordance with Article 10.4 herein.
10.3.1 The Consultant shall have no right to terminate this Agreement for convenience of
the Consultant.
1 0.4 IMPLEMENTATION OF TERMINATION In the event of termination, either for
c,\use or for convenience, the Consultant, upon receipt of the notice of termination, shall (1) stop the
performance of Services under this Agreement on the date and to the extent specified in the Notice
of Termination; (2) place no further orders or subcontracts except for any that may be authorized,
in writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the Notice of Termination;
(4) promptly assemble and submit, as provided herein, all documents for the services performed,
including drawings, calculations, specifications, correspondence, and all other relevant materials
affected by the termination; and (5) complete performance of any Services as shall not have been
terminated by the Notice of Termination and as specifically set forth therein.
10.5 NON-SOLICITATION The Consultant warrants that it has not employed or
retained any company or person, other than an employee working solely for the Consultant, to solicit
or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person
any fee, commission, gift or other consideration contingent upon the execution of this Agreement.
For breach or violation of this warranty, the City has the right to terminate this Agreement without
liability to the Consultant for any reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article 1.1 shall have the
same meaning as those in 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 to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the relevant date
18
86
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 Certification 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 A20l, General
Conditions of the Contract for Construction, current as of the date of this Agreement. The City and
the Consultant each shall require appropriate similar waivers from their contractors, consultants and
agents.
11.5 The Consultant shall not subcontract, assign. or transfer any of the Services under this
Agreement without the prior written consent of the City.
ARTICLE 12. EXTENT OF AGREEMENT
12.1 This Agreement represents the entire agreement between the City and the Consultant
al}d supersedes all priornegotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both City and Consultant utilizing
the same formalities as were used for its adoption.
ARTICLE 13. BASIS OF COMPENSATION
13.1 COMPENSATION FOR SERVICES The Consultant shall be compensated for
Basic Services, Additional Services and Reimbursable Expenses on the basis set forth below:
13.1.1 Basic Services of the Consultant shall be compensated in accordance with percentage
of work completed, in accordance with Schedule A - and a multiple of 1.10 times the hourly rate
charged to the Consultant by its subconsultants, as set forth in Schedule C - Subconsultant Hourly
Compensation Rates for special services beyond the Scope of Work set out in Schedule A. The fee
for Basic Services may be a fixed fee, if both the City and the Consultant agree to such method and
amount of compensation.
13.1.2 Any services not included in this Agreement may only be carried out by the
Consultant following written authorization by the City (prior to commencement of same).
13.1.3 The hourly rate for compensation to the Consultant by the City for Additional
Services, as defined in Article 2.9 shall be as set forth in Schedule B and a multiple of 1.10 times
the hourly rate charged to the Consultant, as forth in Schedule C. The term" Additional Services"
includes any additional work required and approved by the City, including work involving all or any
sub-consultants whether previously retained for the work or not or whether participating as members
with Consultant or not, subject to the City's right to previously approve any change in the consultants
as set forth in this Agreement.
13.2 For Reimbursable Expenses, as defined in Article 6, the Consultant shall be paid, up
19
87
to the reimbursable expense limit set forth in the Service Order, the exact amount(s) expended by
the Consultant and its consultants in the interest of the Project, subject to the Consultant furnishing
adequate documentation of the expense and, if required, demonstrating to the satisfaction of the City
that the expense was in the interest of the Project.
13.3 Payments due the Consultant and unpaid under this Agreement will be considered due
thirty (30) days from receipt by the City of a detailed statement or invoice, unless the City contests
an item or items set forth in the invoice.
13.4 The City and the Architect agree in accordance with the ternlS and conditions of this
Agreement that:
13.4.1 If the scope of the Project or the Consultant's Services is changed substantially and
materially, the amount of compensation shall be equitably adjusted.
13.4.2 If the entire Services covered by this Agreement have not been completed within
twenty-four (24) months of the date hereof, through no fault of the Consultant, the amounts of
cqmpensation, rates anq multiples set forth herein shall be adjusted upwards to compensate for
changes in the cost of Ii ving, by mutual agreement of the parties, on the unspent fee balance.
ARTICLE 14. INSURANCE
14.1 The Consultant shall comply throughout the term of this Agreement with the
insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not
commence with work on this Project until satisfactory proof of the following insurance coverage has
been furnished to the City.' The Consultant will maintain in effect the following insurance coverages:
(a) Architects and Engineers Professional Liability Insurance in the amount of Five
Hundred Thousand ($500,000.00) Dollars per occurrence on a claims made form.
(b) Comprehensive General Liability Insurance in the amount of $1 ,000,000.00 Single
Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products,
completed operations, and contractual liability coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
14.2 Thirty (30) days prior written notice, of cancellation or of substantial modifications
in the insurance coverages, must be given by the Consultant to the City Manager.
14.2.1 The insurance must be furnished by an insurance company rated B+: VI or better, or
its equivalent, according to Bests' Guide Rating Book and must additionally be furnished by
insurance companies duly authorized to do business in the State of Florida and countersigned by the
company's Florida resident agent.
20
88
ARTICLE 15. INDEMNIFICATION
15.1 In consideration of a separate and specific consideration of $10.00 and other good and
valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees
to indemnify, defend and hold the City and its employees, agents and authorized representatives
harmless with respect to any and all costs, claims, damages and liability which may arise out of the
performance of this Agreement as a result of any negligent acts, errors or omission of the Consultant
or the Consultant's sub-consultants, or any other person or entity under the direction or control of
Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the City, its employees, agents and
authorized representatives when applicable, including appellate proceedings, and shall pay all costs,
judgments and attorneys' fees which may issue thereon.
ARTICLE 16. VENUE
16.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms or
cQnditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade County,
Florida.
ARTICLE 17. LIMIT A TION OF LIABILITY
17.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under the agreed upon Scope of Work. 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 Scope of Work, less the amount of all
funds actually paid by the City to Consultant pursuant to the Scope of Work.
17.2 Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to Consultant for damages in an amount
in excess of the amount of fee under any outstanding Scope of Work, which amount shall be reduced
by the amount actually paid by the City to Consultant pursuant to the Scope of Work, for any action
or claim for breach of contract arising out of the performance or non-performance of any obligations
imposed upon the City by this Agreement. Nothing contained in this subparagraph or elsewhere in
this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability
as set forth in Section 768.28, Florida Statutes.
ARTICLE 18. ADDITIONAL CONDITIONS
18.1 The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
21
89
Consultant's services are unique in nature and that the Consultant may only receIve such
authorization by way of a City Commission resolution.
18.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
ARTICLE 19. NOTICE
19. t All written notices given to City by Consultant shall be addressed to:
City Manager
c/o Mayra Diaz-Buttacavoli, A.c. M
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
Construction Manager
Construction Administration Division
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
And copies to:
Doug Tober, General Manager
SMG Corporation
Miami Beach
1901 Convention Center Drive
Miami Beach, Florida 33139
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Written notices from the City to the Consultant shall be addressed to:
Ari Sklar, AlA, President
A.R.I. Architects, Inc.
235 Lincoln Road, PH 400
Miami Beach, Florida 33139
22
90
With a copy to:
Neal Sklar, Esq.
Law Offices of Edward Etcheverry, P.A.
2500 Weston Road, Suite 215
Ft. Lauderdale, FL 33331
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.
Attest
CITY OF MIAMI BEACH
CITY CLERK
MAYOR
Witness
CONSULTANT
Signature
Signature
Print Name
Print Name and Title
Witness
CORPORATE SEAL
Signature
Print Name
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
11 if!!!!li~ ;~C!?"
23
91
Schedule A
To Professional Services Agreement between the City of Miami Beach and
A.R.I. Architects, Inc. d.h.a. SKLARchitecture.
Scope of Work
Project:
Renovation and Remodeling of Miami Beach Convention Center and Jackie Gleason Theater of the
Performing Arts to provide ADA Accessibility
Scope of Project:
Provide Architectural and Engineering services to include design, drawings and specifications
necessary for permitting and construction for the renovation of the existing buildings to include the
following:
Scope verification and site survey
Renovation of 48 restrooms at the Miami Beach Convention Center
Upgrade and rep!ace door hardware on 462 doors
Renovate 24 restrooms and 7 dressing rooms for TOP A
Renovate lobbies at TOP A
Renovate Patron Lounge at TOP A
Construction monitoring and administration
Scheduling and phasing planning.
Note: All work to be designed to meet Florida ADA requirements
Basic Services to be provided will consist of the following:
Phase I
Site survey and evaluation
Scheduling of Architects programming with City staff
Project/City meetings (as required)
Code/Zoning analysis
Preparation of As-Built and demolition drawings
Preliminary architectural design
Phase II
Structural and engineering design (limited to one new ramp and one handicapped lift)
Architectural design development
Mechanical, electrical and plumbing design
Preliminary Project Manual (Specifications ,Book)
24
92
Phase III
Final architectural and engineering design and construction documents
Value engineering
Final Project Manual (Specifications Book)
Phase IV
Bidding assistance
Contractor selection assistance
Drawings shall be submitted to the Building Department and permits obtained by the
Architect, prior to award of the contract.
Phase V
Construction administration/observation/monitoring (limited to 8 hours per week for 52
weeks, (A maximum of 416 hours.) Preparation of As-Built Drawings (upon completion of
construction, update changes supplied by Contractor to Architect. Drawings to be completed
and submitted to the City on Mylar and on computer disk in AutoCAD(tm) format within 30
days of final acceptance of the project.
~ -
Asbestos survey, soil tests, and other tests, if required, will be billed as reimbursable items.
25
93
Schedule B
Professional Services Agreement between the City of Miami Beach and A.R.I. Architects,
Inc. d.b.a. SKLARchitecture.
Consultant Compensation
Fee Schedule:
Basic Architectural and Engineering Services
as described in Schedule A:
8.5% of construction cost
Allowance for Reimbursable Expenditures:
$20,000
Additional Services above the scope of this contract will be undertaken for a fee based on 8% of
actual construction cost of the additional work.
Payment Schedule:
. -
Work completed and submitted to the City:
Preliminary Design
50% Design
100% Design
Design Drawings (30% completion)
Design Drawings (60% completion)
Design Drawings (90% completion)
Design Drawings md Bidding documents (100% completion)
Upon selection of contractor
Subtotal:
15%
10%
10%
10%
10%
10%
10%
5%
80%
Construction Administration and Observation
20%
Billing:
Fees will be billed in accordance with the progress toward completion of the project based
on the above table. Monthly billing during construction will be based on the percentage of
completion by the General Contractor. Invoices submitted by the Architect to the City, upon review
and approval, will be due and payable 30 days after receipt by the City.
Additional Services requested by the City which are not included in the Scope of Services
outlined in Schedule A will be billed in accordance with the hourly rate schedule in Schedule C.
26
94
Schedule C
Professional Services Agreement between the City of Miami Beach and A.R.I. Architects,
Inc. d.b.a. SKLARchitecture.
Hourly Compensation Rates
SKLARchitecture HOURL Y RATES
Principal $145
Project Manager $100
Registered Professional $130
Senior Professional $115
Professional $95
Analyst/Professional Intern $70
Technical Support $60
Clerical Support! Administration $45
~
SUB-CONSUL T ANT HOURL Y RATES
Principal
Professional Engineer
Senior Engineer
Project Manager
Staff Engineer
Technician
Office Support
$145
$130
$115
$100
$95
$60
$45
27
95
Schedule D
To Pr-ofessional Services Agreement between the City of Miami Beach and
A.R.I. Architects, Inc. d.b.a. SKLARchitecture.
Project Schedule
The estimated time for completion of the project is as follows, based on cumulative days after
issuance of Notice to Proceed. (This estimate is for planning purposes only):
Phase:
Description:
Calendar days
after NTP:
Phase I
Phase II
Phase III
Phase IV
Phase V
Research through Preliminary Design
30 Days
Substantial Design completion
60 Days
Design Drawings (30% completion)
Design Drawings (60% completion)
Design Drawings (90% completion)
Design Drawings and Bid documents (100% complete)
90 Days
120 Days
150 Days
180 Days
Bidding add Contractor Selection 255 Days
(Note: Time for this activity controlled by CMB Procurement Department
procedures)
Construction Phase 615 Days
(Based on a preliminary estimate of 365 days for construction. The schedule of
MBCC & TOP A events will determine total time required.)
28
96
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
hltp:\\ci. miam i-beach. fl. us
TO:
FROM:
SUBJECT:
COMMISSION MEMORANDUM NO. ~O
Mayor Neisen O. Kasdin and
Members of the City Commission
Lawrence A. Levy ,~
City Manager I'l' ·
DA TE: February 9, 2000
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, APPROVING AND AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND A.R.I. ARCHITECTS, INC.
D.B.A. SKLARCHITECTURE FOR PROFESSIONAL ARCHITECTURAL
AND ENGINEERING SERVICES, PURSUANT TO REQUEST FOR
QUALIFICATIONS (RFQ) NO. 87-98/99, TO DEVELOP PLANS,
SPECIFICATIONS AND CONSTRUCTION DOCUMENTS FOR THE
RENO V A TION OF THE MIAMI BEACH CONVENTION CENTER AND
THE JACKIE GLEASON THEATER OF THE PERFORMING ARTS,
WHICH WILL PROVIDE ADA-COMPLIANT DOOR HARDWARE,
REFURBISH A LOUNGE AND TWO LOBBIES, AND 72 RESTROOMS AND
OTHER IMPROVEMENTS FOR A MAXIMUM FEE OF $283,451.
ADMINISTRATION RECOMMEND A TION:
Adopt the Resolution.
FUNDING:
The budget allocated for the proposed work is $3,487,500 adopted by Resolution No. 98-22971.
Funds are available from the 1998/99 Miami Beach Convention Center Capital Account Number:
441.2197.069358
ANALYSIS:
On June 28, 1999, pursuant to the authorization of the City Commission, the Administration issued
a Request for Qualifications (RFQ) for Architectural and Engineering firms for the provision of
professional services for the design, preparation of bid documents, and construction project
administration of proposed modifications and improvements to the Miami Beach Convention Center
and the Jackie Gleason Theater of the Performing Arts to bring both buildings into compliance with
the provisions of the Americans with Disabilities Act (ADA). Eleven firms submitted proposals
detailing their qualifications for the proposed project. An Evaluation Committee was appointed by
the City Manager to review the proposals. This Committee met on September 16, 1999 and
reviewed the proposals received.
FUNDING AP RO ED
AGENDAITEM~
2-!j ..00
DATE
The Committee selected four (4) of the firms to present their qualifications directly to the
Committee. On October 7, 1999, representatives of the four (4) firms appeared before the
Committee. Following this meeting one of the firms was recommended to the City Manager as best-
qualified to undertake this project. This firm is A.R.I. Architects, Inc. doing business as:
SKLARchitecture. The Administration received authorization under Resolution No. 99-23368,
adopted on October 20, 1999 to enter into negotiations with this firm to refine the scope of work, and
to negotiate the fees to be paid for the work.
The Administration met with representatives of SKLARchitecture, and agreed upon the following
Scope of Work:
Provide architectural and engineering services to include design, drawings and specifications
necessary for permitting and construction for the renovation of the existing buildings to include the
following tasks:
Scope Verification and site survey
Renovation of 48 restrooms at the MBCC
Upgrade and replace door hardware on 462 doors
Renovate 24 restrooms and 7 dressing rooms for TOP A
Renovate lobbies at TOP A
Renovate patron lounge at TOP A
Construction monitoring and administration
Scheduling and phasing planning.
All work to be designed to meet Florida ADA requirements
Basic Services to be provided will consist of the following:
Phase I
Site survey and evaluation
Scheduling of architects programming with City Staff
Project/City meetings as required
Code/Zoning analysis
Preparation of as-built and demolition drawings
Preliminary architectural design
Phase II
Structural and engineering design
Architectural design development
Mechanical, electrical, plumbing design
Preliminary Project Manual/Specification Book
Phase III
Final architectural and engineering design and construction documents
Value engineering
Final Project Manual/Specifications Book
Phase IV
Bidding assistance
Permit processing assistance
Contractor selection assistance
Phase V
Construction administration 1 observation 1 monitoring (limited to a maximum of 416 hours)
Preparation of as-built drawings upon completion of construction.
Fee Schedule:
The original proposal from the architect was for a fee of 12% of the value of the project, plus
additional charges for scope verification and survey work; after negotiation, the fees agreed upon
for the services to be provided are as follows:
Basic Architectural/Engineering services provided for a fee of 8.5% of actual construction cost to
a maximum of $263,451, plus a $20,000 allowance for reimbursable expenses, for a total of
$283,451.
Scope verification and site survey
Preparation of as-built drawings (including a reproducible (Mylar) set,
plus IBM-format computer disks with drawings in AutoCad(tm) format)
Insurance coverage in accordance with the bid specifications
Included
Included
Included
The Consultant has agreed that any additional services added above the scope of this contract at will
be undertaken for a fee of 8% of construction cost.
The Administration recommends that the Mayor and City Commission adopt the Resolution
approving and authorizing the Mayor and City Clerk to execute the Agreement between the City of
Miami Beach and A.R.I. Architects, Inc. d.b.a. SKLARchitecture for Professional Architectural and
Engineering Services, pursuant to Request for Qualifications (RFQ) No. 87-98/99, to develop plans,
specifications and construction documents for the renovation of the Miami Beach Convention Center
and the Jackie Gleason Theater of the Performing Arts, which will provide ADA-compliant door
hardware, refurbish a lounge and two lobbies, and 72 restrooms and other improvements for a
maximum fee of$283,451.
Q? ~ ~ ~
LAL/~S/'-RM/CAH
F:\WORK\$ALL\CAH\ADA ISKLARAGM.MEM
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
A.R.1. ARCHITECTS, INC. dba SKLARchitecture
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
FOR THE
MIAMI BEACH CONVENTION CENTER/GLEASON THEATER OF THE
PERFORMING ARTS RENOVATIONS TO COMPLY WITH A.D.A. REGULATIONS
PROJECT
F.\WORK\SALL.CAHlADA\SKLARCH AGR
ARTICLE 1.
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
1.8.1
1.8.2
1.9
1.10
1.11
1.12
1.13
1.14
1.15
1.16
1.17
1.18
1.19
1.20
1.21
ARTICLE 2.
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
T ABLE OF CONTENTS
PAGE
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
City Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Proposal Documents ............................................... 3
Consultant ....................................................... 3
City's Project Coordinator ................... . . . . . . . . . . . . . . . . . . . . . . . . 3
Basic Services .................................................... 4
The Project(s) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
The Project(s) Cost ................................................4
The Project(s) Scope ...............................................4
Construction Cost Budget ........................................... 4
Force Majeure ....................................................4
Contractor ....................................................... 5
Contract Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Contract for Construction ........................................... 5
Construction Documents ............................................ 5
Change Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Additional Services ................................................ 5
Work ........................................................... 5
Services ......................................................... 5
Base Bid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Upset Limit ...................................................... 6
BASIC SERVICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Design Phase ..................................................... 6
Construction Documents Phase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Bidding or Negotiation Phase ....................................... 7
Construction Phase, Observation and Administration of the Const. Contract. . . . 8
Responsibility for Claims and Liabilities .............................. 10
Additional Field Representation ..................................... 11
Additional Services ............................................... 11
Time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
ARTICLE 3. THE CITY'S RESPONSIBILITIES ..................................13
ARTICLE 4. CONSTRUCTION COST. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
4.1 Definition. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
4.2 Responsibility for Construction Cost. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
ARTICLE 5. DIRECT PERSONNEL EXPENSE ..................................15
ARTICLE 6. REIMBURSABLE EXPENSES ..................................... 15
ARTICLE 7.
7.1
7.2
7.3
PAYMENTS TO THE CONSULTANT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Payments on Account of Basic Services ............................... 16
Payment on Account of Additional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Project Suspension of Termination ................................... 16
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS......................... 16
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS .......................... 16
ARTICLE 10. TERMINATION OF AGREEMENT................................. 17
10.1 Termination for Cause . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
10.2 Termination for Convenience ....................................... 17
10.3 Termination by Consultant ......................................... 18
10.4 Implementation of Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
10.5 Non-Solicitation.................................................. 18
ARTICLE 11. MISCELLANEOUS PROVISIONS .................................. 18
ARTICLE 12. EXTENT OF AGREEMENT....................................... 19
ARTICLE 13. BASIS OF COMPENSATION...................................... 19
13.1 Compensation for Services ......................................... 19
ARTICLE 14. INSURANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
ARTICLE 15. INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
ARTICLE 16. VENUE........................................................ 21
ARTICLE 17. LIMITATION OF LIABILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
ARTICLE 18. ADDITIONAL CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
ARTICLE 19. NOTICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
SCHEDULES
SCHEDULE "A" - Consultant Scope of Work ................................24
SCHEDULE "B" - Consultant Compensation ................................26
SCHEDULE "c" - Subcontract Hourly Compensation Rates. . . . . . . . . . . . . . . . . . . . . 27
SCHEDULE "D" - Project Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
TERMS AND CONDITIONS OF AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
A.R.I. ARCHITECTS, INC. d.b.a. SKLARchitecture
FOR PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES
THIS AGREEMENT made and entered into this _ day of ,2000, by and
between the CITY OF MIAMI BEACH, a municipal corporation existing under the laws ofthe State
of Florida (hereinafter referred to as City), having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida, and A.R.I. Architects, Inc. dba SKLARchitecture, a Florida
corporation, whose address is 235 Lincoln Road, PH 400, Miami Beach, FL 33139 (hereinafter
referred to as Consultant).
WIT N E SSE T H:
WHEREAS, the City intends to undertake a Project within the City of Miami Beach, which
is more particularly described in Schedule "A", attached hereto, and wishes to engage the Consultant
to provide architectural and/or engineering services for the Project at the agreed fees as set forth in
this Agreement; and
WHEREAS, the Consultant desires to contract with the City for performance of
architectural, engineering and related professional services relative to the Project, as hereinafter set
forth, including: studies, design, preparation of construction documents and construction
administration services, all as hereinafter stipulated.
NOW THEREFORE, City and Consultant, in consideration of the mutual covenants and
agreements herein contained, agree as follows:
ARTICLE 1. DEFINITIONS
1.1 CITY The "City" or "Owner" shall mean the City of Miami Beach and is a Florida
municipal corporation having its principal offices at 1700 Convention Center Drive, Miami Beach,
Florida 33139. The City, as a governmental entity, is subject to the availability of funds and
appropriation of funds by its legislative body and other governmental authorities or sources of
revenue, in an amount to allow continuation of its performance under this Agreement. In the event
of lack of funding for this Agreement or a project subject to this Agreement, this Agreement may
be terminated by the City pursuant to the procedures set forth in Article 10.
1.2 CITY COMMISSION "City Commission" shall mean the governing and legislative
body of the City. The City Commission shall be the final authority to do or to approve the following
actions or conduct by passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, comment upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 All City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
1.2.4 The City Commission shall review, approve, disapprove or otherwise comment upon
the Consultant's Design and Construction Documents after they are submitted to the City by the
Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision ofthe City
Manager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum often thousand dollars ($10,000.00) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER The "City Manager" shall mean the chief administrative officer
of the City. The City Manager shall be construed to include any duly authorized designees, including
a Project Coordinator, and shall serve as the City's representative to whom administrative requests
for approvals shall be made and who shall issue authorizations (exclusive of those authorizations
reserved to the Commission) to the Consultant. These authorizations shall include, without
limitation: reviewing, approving, or otherwise commenting upon the schedules, plans, reports,
estimates, contracts and other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted toward payment of the Consultant, provided,
however, that he cannot increase the Consultant's compensation or other budgets established by this
Agreement. The City Manager, in his administrative discretion, may consult with the City
Commission concerning disputes or matters arising under this Agreement regardless of whether such
matters or disputes are enumerated herein.
The City Manager shall additionally be the sole representative of the City authorized to issue
2
a Notice to Proceed as referenced in Article 2 herein. The City Manager may consider, comment
upon or approve modifications in accordance with applicable laws and ordinances.
1.3.3 The City Manager may approve change orders which do not exceed the sum of ten
thousand dollars ($10,000.00) (or other such amount as may be specified by the City of Miami Beach
Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein.
1.3.4 The City Manager may, in his sole discretion, form a committee or committees, or
inquire of or consult with persons for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities under this Agreement.
1.4 PROPOSAL DOCUMENTS "Proposal Documents" shall mean the:
REQUEST FOR QUALIFICATIONS FOR "ARCHITECTURAL/ENGINEERING SERVICES TO
DEVELOP BID DOCUMENTS FOR THE RENOV AnON OF THE MIAMI BEACH
CONVENTION CENTER AND THE JACKIE GLEASON THEATER OF THE PERFORMING
ARTS TO PROVIDE ADA-COMPLIANT RESTROOM FACILITIES, TO PROVIDE NEW ADA-
COMPLIANT DOOR HARDWARE, TO REFURBISH ONE LOUNGE AND TWO LOBBIES"
(RFQ NO. 87-98/99) 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 and this Agreement, this Agreement shall prevail.
1.5 CONSULTANT The "Consultant" is herein defined as A.R.I. Architects, Inc. dba
SKLARchitecture, a Florida Corporation, whose address is 235 Lincoln Road, PH 400, Miami
Beach, FL 33139.
1.5.1 All architects required by the needs of this Project shall be duly licensed and admitted
to practice architecture in this State pursuant to Chapter 481, Florida Statutes, and additionally
possessing the requisite occupational licenses from the City and the County. All engineers required
by the needs of this Project shall be duly licensed and certified by the State of Florida to engage in
the practice of engineering in this State. All special inspectors, if any, required by the needs of this
Project shall be duly certified, licensed and registered under Chapter 471, Florida Statutes, as an
engineer, or under Chapter 481, as an architect, and shall additionally possess the requisite
occupational license from the City and the County.
1.5.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the direction or control of Consultant.
Any subconsultants retained by Consultant pursuant to this Agreement and the Project, shall be
subject to prior written approval of the City.
1.6 CITY'S PROJECT COORDINATOR The "City's Project Coordinator" shall mean
the individual appointed by the City Manager who shall be the City's authorized representative to
3
coordinate, direct, and review on behalf of the City, all matters related to the Project, except as
otherwise provided herein.
1.7 BASIC SERVICES "Basic Services" shall include the professional services of
normal architectural, structural, mechanical and electrical services, as required, for the design,
preparation of contract documents and administration of the Construction Contract for the Project
hereunder.
1.8 THE PROJECT That City Capital Project which has been approved by the City
Commission and as described in the Schedules attached hereto.
1.8.1 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, ifany, financing cost, materials testing services, surveys, and other miscellaneous Owner costs.
The Project will require a Statement of Probable Cost [defined as: A cost forecast prepared
by the Architect during the design development and construction document preparation phase for
the guidance of the Owner.] to be submitted prior to bidding. Should construction cost proposals
exceed the Final Statement of Probable Cost by more than 5%, the Consultant agrees to perform
requested modifications to plans and specifications at no cost to the City to lower the cost of the
Project to permit reissuance of the construction bid proposal.
1.8.2 PROJECT SCOPE The City shall establish the Scope of Services for the Project
to be provided to the Consultant prior to the start of the Project, this document is attached hereto and
incorporated herein as a Schedule to this Agreement.
1.9 CONSTRUCTION COST BUDGET The "Construction Cost Budget" for the
Project shall mean a sum which is 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, not to
exceed ten percent (10%) of the Construction Cost, and not including the compensation of the
Consultant and any Sub-Consultants, rights-of-way, the cost of land, and surveys.
1. 9.1 The Construction Cost Budget, as established by the City, shall not be exceeded
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 and/or City Manager approval by passage of an enabling resolution and amendments
to the appropriate agreements relative to the Project prior to any modification of the construction
costs due to force majeure. Provided further, however, that even in the event of a force majeure as
defined below, the City shall have no obligation to exceed the Construction Cost Budget limitations
established herein.
1.10 FORCE MAJEURE "Force Majeure" shall mean any delay occasioned by superior
4
or irresistible force occasioned by violence in nature without the interference of human agency such
as hurricanes, tornados, flood and loss caused by fire and other similar unavoidable casualties.
Changes in federal, state or local laws, ordinances, codes or regulations, enacted after the date of this
Agreement and having a substantial impact on the Project, or other causes beyond the parties control
or by any other such causes which the Consultant and the City Commission decide in writing justify
the delay. Provided, however, that market conditions, labor conditions, construction industry price
trends and similar matters which normally impact on the bidding process shall not be considered a
Force Majeure.
1.11 CONTRACTOR "Contractor" or "Contractors" shall mean those persons or entities
responsible for performing the construction work or providing the materials, supplies and equipment
identified in the bid and contract documents for the Project.
1.12 CONTRACT DOCUMENTS "Contract Documents" shall mean this Agreement;
the Agreement between City and Contractor; Conditions of the Contract (General Supplementary
and other Conditions); Construction Documents; and addenda issued prior to execution of the
Contract for Construction. A Modification is one of the following: (1) written amendment to 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.
1.13 CONTRACT FOR CONSTRUCTION "Contract for Construction" shall mean a
legally binding agreement with contractors.
1.14 CONSTRUCTION DOCUMENTS "Construction Documents" shall mean the final
plans, specifications, drawings, documents and diagrams submitted by the Consultant pursuant to
Article 2.4 and approved by the City.
1.15 CHANGE ORDER "Change order" shall mean the written order to the Project
Manager approved by the Owner as specified in this Agreement and signed by the Owner's duly
authorized representative, authorizing a change in the Project or the method and manner of
performance thereof, or an adjustment in the fees and/or completion dates, as applicable. Change
orders shall only be approved by the City Commission, if they exceed ten thousand dollars
($10,000.00), or the City Manager if they are ten thousand dollars ($10,000.00) or less in amount
(or other such amount as may be specified by the City of Miami Beach Purchasing Ordinance, as
amended). Even for change orders for less than ten thousand ($10,000.00) the City Manager shall
retain the right to seek and obtain concurrence of the City Commission for the approval of any such
change order.
1.16 ADDITIONAL SERVICES "Additional Services" shall mean those services
described in Article 2.9 herein, which have been duly authorized in writing by the City Manager.
1.17 WORK "Work" shall mean all of the work to be performed on the Project by the
Contractor, pursuant to the applicable Contract Documents, whether completed or partially
completed, and includes all labor and materials, equipment, and services provided, or to be provided,
by the Contractor to fulfill its obligations.
5
1.18 SERVICES "Services" shall mean all of the services to be performed on the Project
by the Consultant pursuant to this Agreement, whether completed or partially completed, and
includes all other labor and materials, equipment and services provided, or to be provided, by
Consultant to fulfill its obligations herein.
1.19 BASE BID "Base Bid" shall mean the elements contained in the Construction
Documents recommended by the Consultant and approved by the Owner as being within the
Construction Cost Budget pursuant to the Statement of Probable Construction Cost provided by
Consultant. "Base Bid" shall not include "Additive Alternates" or "Deductive Alternates".
1.20 SCHEDULES "Schedules" shall mean the various schedules attached to this
Agreement and referred to as follows:
Schedule A -- Scope of Services.
Schedule B -- The schedule of compensation for the Consultant for Basic Architectural and
Engineering Services, and for reimbursable expenditures as defined, plus any Additional
Services, as submitted by the Consultant and approved by the City.
Schedule C -- The schedule of hourly rates of compensation for the Consultant and for sub-
consultants for Additional Services, as submitted by the Consultant and approved by the
City.
Schedule D -- Proposed Project Schedule.
1.21 UPSET LIMIT "Upset Limit" shall mean the maximum cumulative fee allowable
under the Scope of Work for fees billed in accordance with Schedules Band C, which the Consultant
shall not exceed without specific written authorization. The Upset Limit is not a guaranteed
maximum cost for the Scope of Services set forth in the Scope of Work.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services for the Project as set forth below. Any
additional work for this Project will be performed by the Consultant upon receipt of a written
"Amended Scope of Work" issued by the City Manager. The" Amended Scope of Work" shall
contain a description of the services required; contain either an agreed lump sum fee or an hourly
fee, as provided in Schedules Band C, with an upset limit for the services, and reimbursable
expenses; the additional Construction Cost Budget allocation required for the additional work, and
a description of the type of services to be provided.
2.2 The Consultant's Basic Services shall consist ofthe four phases described in Articles
2.3 through 2.6 and include normal architectural, structural, mechanical and electrical engineering
services as required.
2.3 DESIGN PHASE
2.3.1 The Consultant shall review with the City, (including, if requested by the City
Manager, review by a committee or committees) alternative approaches to design and construction
6
of the Project.
2.3.2 Based on a mutually accepted program and project budget requirements, the
Consultant shall prepare, for approval by the City, design documents consisting of drawings and
other documents appropriate for the Project, and shall submit to the City a Statement of Probable
Construction Cost.
2.4 CONSTRUCTION DOCUMENTS PHASE
2.4.1 Based on the approved design documents, the Consultant shall prepare, for approval
by the City, five (5) copies of the Construction Documents, in addition to a set ofthe documents on
reproducible Mylar for bidding purposes. Consultant shall also file with the Project Coordinator at
said time, the following items: (a) five (5) copies of the Statement of Probable Construction Cost;
(b) five (5) unbound copies of the proposed advertisement for bids; (c.) five (5) unbound copies of
the bid proposal; and (d) three (3) copies of a final maintenance impact report, which lists the
products being specified, and provides an estimate of the average annual man-hours required for the
maintenance of each of these items during the first five years of operating life.
Consultant shall provide City with three (3) sets of construction documents at approximately
eighty percent (80%) completion, approximately thirty (30) days prior to the date for delivery of the
five (5) copies of one hundred percent (100%) complete Construction Documents for review and
comment by the City's Engineering, Public Works, Parking and Building Departments. Should
additional sets be required, Consultant will be reimbursed for the actual cost of reproduction, upon
approval by the City.
2.4.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period as approved by the City Manager.
The entire Project will be publicly bid with a Base Bid and such Additive Alternates and/or
Deductive Alternates as may be requested by City, to reasonably insure that the award will be within
the Construction Cost Budget.
The Construction Documents shall set forth in detail the requirements for construction of the
Project including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
Performance of those prerequisites necessary 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. Consultant shall not be directly responsible for pulling
construction permits.
2.4.3 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. "Standard of Care" includes an examination
and analysis of visible site field conditions prior to initiating Project design.
7
25 BIDDING OR NEGOTIATION PHASE
2.5.1 The Consultant, following the City's approval ofthe Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining responsive lump
sum construction bids with the use of Additive and/or Deductive Alternatives and assist in awarding
and preparing the Contract for Construction.
2.5.2 Following the bid opening, Consultant shall be required to tabulate all bids received.
Within three (3) working days thereafter, the Consultant shall submit in writing to the City's Project
Coordinator, its recommendations for the award or rejection of the Construction Contract, together
with two (2) sets of the bid tabulations to be reviewed by the City.
2.6 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.6.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for each
Project under this Agreement, will terminate when final payment to the Contractor is due, or in the
absence of a final Certification for Payment or of such due date, sixty (60) days after the Date of
Substantial Completion of the Work or sixty (60) days after the completion date specified in the
Contract for Construction at the time of the award, whichever occurs later. The City's Project
Coordinator will be the City's representative on the Project construction site, but the presence of this
Coordinator shall in no way diminish any of the Consultant's duties and obligations as described in
this Agreement.
Any and all changes which would result in an increase of compensation to the Consultant
must be approved by the City Commission; or by the City Manager, if such change is less than ten
percent (10%) of the amount set forth in the Scope of Work. The City's Project Coordinator shall
be considered to be on the Project site for the benefit and protection of the City. The Consultant shall
have no right to rely on the Project Coordinator for assurances or advice regarding work which is the
responsibility ofthe Consultant. The Consultant and the City's Project Coordinator will hold regular
site meetings on at least a twice a month basis between themselves, the Contractor and the various
subcontractors, as appropriate.
2.6.2 The Consultant shall provide administration ofthe Construction Contract as set forth
herein, in paragraphs 2.6.3 through 2.6.17, or in the general or supplemental conditions of the
Contract for Construction, and the Consultant's assigned authority thereunder shall not be modified
without the Consultant's written consent.
2.6.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the Work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the Notice to Proceed with the Work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.6.4 The Consultant shall visit the Project site at periodic intervals appropriate to the stage
of construction, or as may otherwise be requested by the City, to remain familiar with the progress
and quality of the Work and to determine if the Work is proceeding in accordance with the
8
Construction Contract. The Consultant shall not be obligated to make continuous or exhaustive on-
site inspections to check quality and quantity of the Work. On the basis of such on-site inspections,
the Consultant shall keep the City informed of the progress and quality of the Work and shall
endeavor to guard the City against defects and deficiencies in the work of the Contractor. Upon
discovery of any defects or deficiencies the Consultant shall immediately notify the City's Project
Coordinator. Consultant's construction administration activities shall be limited to a total of 416
hours. On-site inspections in excess of this total shall be billed to the City on an hourly basis as extra
services pursuant to Schedule "Coo. Consultant shall report the cumulative total hours spent on this
activity on a weekly report to be submitted to the City.
2.6.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the Work, or for failure of
any of them to carry out the Work in accordance with the Contract Documents.
2.6.6 The Consultant shall at all times have access to the work whenever it is in preparation
or progress.
2.6.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
issue certificates for payment in such amounts, as provided in the Contract Documents, subject to
the City's final approval.
2.6.8 The issuance of a Certification for Payment shall constitute a representation by the
Consultant to the City, based on the Consultant's visual observations at the site as provided in Article
2.6.4 and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, the work has progressed to the point indicated; that,
based on the Consultant's observation of the work, the quality of the work is in accordance with the
Contract Documents, subject to an evaluation of the work for conformance with the Contract
Documents upon substantial completion; to the results of any subsequent tests required by or
performed under the Contract Documents; to minor deviations from the Contract Documents
correctable prior to completion; and to any specific qualifications stated in the certificate for
payment; and that the Contractor is entitled to payment in the amount certified. However, the
issuance of a Certification for Payment shall not be a representation that the Consultant has made
any examination to ascertain how and for what purpose the Contractor has used the monies paid on
account of the contract sum.
2.6.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the Work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the Work or the interpretation of the Contract Documents. All actions
required by Consultant under this Paragraph shall be taken expeditiously.
9
2.6.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Contract Documents, and shall be in written or graphic form.
2.6.11 The Consultant shall, after discussion with the Project Coordinator, have authority
to reject work which does not conform to the Contract Documents. Subject to the City's approval,
the Consultant will have authority to require special inspection or testing of the work when it is
necessary or advisable (in the Consultant's opinion) for the implementation of the intent of the
Contract Documents, whether or not such work be then fabricated, installed or completed.
2.6.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to, shop drawings, product data, samples and other
submissions ofthe Contractor, for conformance only with the design concept of the work and with
the information given in the Contract Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
2.6.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the Contract Documents, and shall have authority to order minor changes in the
Work not involving an adjustment in the contract sum or an extension of the contract time which are
not inconsistent with the intent of the Contract Documents. Meeting notes documenting all minor
changes shall be presented in writing to the Project Coordinator after each meeting.
2.6.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's Architect for the project during the Construction Phase, shall not be modified or
extended without written consent of the Consultant and the City Manager.
2.6.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.6.16 The Consultant shall prepare a set of reproducible record drawings showing the
completed Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s). These shall be similar in scale and scope to the Contract
Document drawings but shall include all occurrences and instances where the finished building
differs from the Contract Document drawings as a result of duly approved changes made during
construction of the Project. Such drawings, accompanied by 3 !Jz" computer disks in Microsoft
Windows format, containing AutoCad (tm) format files containing the same information, are to be
submitted to the Project Coordinator within 60 days of submission of the final Certification for
Payment for the Project.
2.6.17 Consultant shall conduct inspections to determine the dates of Substantial and final
Completion and shall issue a certificate for final payment to the Contractor under the Contract
Documents. Consultant shall submit a report listing each of the product warranties available,
indicating their terms and conditions as indicated by the language in such warranties.
10
2.7 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.7.1 Approval by the City shall not constitute nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
work; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely upon the accuracy and validity of decisions and information
furnished by the City and its employees.
2.8 ADDITIONAL FIELD REPRESENT A TION Should the City and the Consultant
agree that more extensive representation at the site than is described in Article 2.6 is advisable, such
additional Project representation shall be provided and paid for as an Additional Service.
2.9 ADDITIONAL SERVICES Unless specifically provided for in the Scope of Work,
the following services are not included in Basic Services. Any Additional Services must be
authorized in writing by a City Commission Resolution or by the City Manager in advance of its
performance, and may be paid for as a multiple of direct personnel expense, as outlined in Schedules
Band C. Additional services will consist of the following services:
2.9.1 Providing services to investigate existing conditions or facilities or to make measured
drawings thereof, and to verifY the accuracy of drawings or other information furnished by the City
in the event of an inconsistency or omission in the drawings.
2.9.2 Making revisions in or addition to drawings, specifications or other documents when
such revisions or additions are inconsistent with written approvals or instructions previously given,
or are required by the enactment or revision of codes, laws or regulations subsequent to the
preparation of such documents or are due to other causes not solely within the control of the
Consultant.
2.9.3 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.9.4 Providing consultation concerning replacement of any work damaged by fire or other
causes during construction, and furnishing services as may be required in connection with the
replacement of such work.
2.9.5 Providing services made necessary by the default of the Contractor, or by major
defects or deficiencies in the Work of the Contractor (provided Consultant promptly notified the City
of any such defects or deficiencies observed by Consultant), or by failure of performance of either
the City or Contractor under the Contract for Construction.
2.9.6 Providing Basic Services after issuance to the City of the final certificate for payment,
or in the absence of a final certificate for payment, more than sixty (60) days after the date of
11
substantial completion of the Work, or sixty (60) days after the completion date set forth in the
Construction Contract, whichever is later.
2.9.7 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration proceeding or legal proceeding unless such preparation has arisen from failure
of the Consultant to meet the Standard of Care set forth in Article 2.4.3.
2.9.8 Preparing documents for change orders, or supplemental work, initiated at the City's
request and outside the scope of the work specified in the Construction Documents, after
commencement of the Construction Phase.
2.9.9 Making revisions in drawings, specifications or other documents when such revisions
are inconsistent with written approvals or instructions previously given, are required by the
enactment or revision of codes, laws or regulations subsequent to the preparation of such documents.
If changes are required to be made because of error, oversight, inadvertence, clarification or
discrepancy in the work of the Consultant, the City shall not be liable to compensate Consultant for
Additional Services in such connection.
2.9.10 Providing consultation concerning replacement of a new project or damage by fire
or other cause during construction, and furnishing such professional services in the type set forth
herein as may be required in connection with the replacement of such work.
2.9.11 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.9.12 Providing contract administration services during the Construction Phase, should the
Construction Contract time and working days be extended or unreasonably extended through no fault
of the Consultant.
2.9.13 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Section 1.6.
2.9.14 Providing certified land surveys and similar information.
2.9.15 Providing such other professional services to the City relative to the Project which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time of execution of this Agreement.
2.9.16 Services provided for by this subsection must be approved by the City Commission
or by the City Manager before such services are rendered.
2.10 TIME It is understood that time is of the essence in the completion of this Project, and
in this respect the parties agree as follows:
12
2.10.1 The Consultant shall perform Basic and Additional Services as expeditiously as is
consistent with the standard of professional skill and care required by this Agreement and the orderly
progress of the Work. Prior to commencement of said Services, the Consultant shall submit a
Project Schedule to the City, for its approval, detailing the timelines for completion of the Services
contemplated by the Agreement. The Project Schedule, as approved by the City, shall be attached
hereto and incorporated as a Schedule to this Agreement. Upon notice to the City, the Consultant
may submit adjustments to the Project Schedule, made necessary by undue time taken by the City
to approve the Consultant's submissions, and/or excessive time taken by the City to approve the
Services or parts of the Services; otherwise, any adjustments to the Project Schedule shall require
the prior written consent of the City. The City shall not unreasonably refuse to approve such
adjustment(s) to the Project Schedule if the request is made in a timely manner and is fully justified.
The timelines set forth in this Schedule, as approved by the City, shall not, except as provided above,
be exceeded by the Consultant.
2.10.2 The parties agree that the Consultant's services during all phases of this Project will
be performed in a manner which shall conform with the approved Project Schedule, as same may
be amended.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Project goals and design elements as set
forth in the Proposal Documents and pursuant to Article 1.7 herein, and shall provide, consistent
with the foregoing described goals, such additional requirements for the Project as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and site requirements.
3.2 The City shall establish a Construction Cost Budget for the Project, which may
include contingencies for bidding, changes in the Work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in subparagraph
4.1.2. The City shall, at the request of the Consultant, provide a statement of funds available for the
Project, and their source.
3.3 The City Manager shall designate a representative defined as the City's Project
Coordinator authorized to act on the City's behalf with respect to the Project. The City's Project
Coordinator shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
Services. Notwithstanding the foregoing, the City shall, whenever possible, observe the procedure
of issuing orders to its Contractor only through Consultant.
3.4 In the City's sole discretion, the City may furnish legal, accounting and insurance
counseling services as may be required at any time for the Project, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
13
3.5 If the City observes or otherwise becomes aware of any fault or defect in the Project
or nonconformance with the Contract Documents, prompt written notice thereof shall be given by
the City to the Consultant.
3.6 The City shall furnish required information and services and render approvals and
decisions in writing as expeditiously as necessary for the orderly progress of the Consultant's
Services and of the Work. No approvals required by the City during the various phases ofthe Project
shall be unreasonably delayed or withheld; provided that the City shall at all times have the right to
approve or reject any proposed submissions of Consultant for any reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4.1 DEFINITION
4.1.1 The Construction Cost shall be the total cost or estimated cost to the City of all
elements of the Project, as designed or specified by the Consultant and approved by the City, as more
completely defined in Article 1.9.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
4.1.3 For work not constructed, the Construction Cost shall be the same as the lowest bona
fide bid or competitive proposal received and accepted from a responsible bidder or proposer for any
and all of such Work.
4.1.4 For work which bids or proposals have not been let, the Construction Cost shall be
the same as the latest Statement of Probable Construction Cost or detailed cost estimate. The City
shall have the right to verify the Statement of Probable Cost or detailed cost estimate by the
Consultant.
4.2 RESPONSIBILITY FOR CONSTRUCTION COST
4.2.1 If the bidding phase has not commenced within three (3) months after the Consultant
submits the Construction Documents to the City, and the City approvals have been made, the total
time being known as the date of approval, the Construction Cost Budget shall be adjusted to reflect
any change in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the City and the date on which proposals are sought.
4.2.2 If the lowest bona fide base bid exceeds the Construction Cost Budget (as same may
also be adjusted as provided in Article 4.2.1) by more than five percent (5%), the City Commission
shall, at its sole discretion, have any of the following options: (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, as covered by the Service Order; (4)
select as many Deductive Alternatives as may be necessary to bring the award within the
14
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. DIRECT PERSONNEL EXPENSE
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedules B
and C.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and consultants in the interest of the Project, for the expenses listed in the following subparagraphs.
All Reimbursable Expenses pursuant to this Article in excess of $200, must be authorized
in advance by the City Manager or the City's Project Coordinator. Invoices or vouchers for
Reimbursable Expenses shall be submitted by the Consultant to the City, along with supporting
receipts, and other back-up material reasonably requested by the City, and Consultant shall certify
as to each such invoice that the amounts and items claimed as reimbursable are "true and correct and
in accordance with the Agreement". Expenses subject to reimbursement in accordance with the
above procedures are as follows:
6.1.1 If authorized in advance by the City Manager or the City's Project Coordinator,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, ifany, or other services.
6.1.2 Expense of any additional insurance coverage or limits requested by the City in excess
of the insurance requirement set forth in Article 14.
6.1.3 Expense of transportation in connection with the Project; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Project. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Miami-Dade County shall not be
reimbursable.
6.1.4 Expense of reproduction, postage and handling of drawings, specifications and other
documents, except for those expenses to be borne by the Consultant under the Basic Services as
described in paragraph 2.4.1, excluding reproductions for the office use of the Consultant and the
Consultant's consultants.
15
6.1.5 Aerial photography expenses and any other photographic production expenses.
6.1.6 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES Payments for Basic
Services shall be made monthly based upon work completed and approved by the Project
Coordinator, upon presentation and receipt of Consultant's invoice or statement. When
compensation is made on the basis of a lump sum, then payments shall be made in proportion to the
Services performed in each phase so that the payments for Basic Services for each phase shall equal
the following percentages of the Total Compensation payable: Design Phase - 35%; Construction
Documents Phase - 40%; Bidding Phase - 5%; Construction Phase - 20%.
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES Payment on account
of the Consultant's Additional Services, as defined in Article 2.9, and for Reimbursable Expenses,
as defined in Article 6, shall be made within forty-five (45) days of presentation of the Consultant's
detailed statement or invoice of Services rendered or expenses incurred, which shall be rendered in
duplicate to the City.
7.3 PROJECT SUSPENSION OR TERMINATION Upon written notice to
Consultant, the City shall have the right to suspend or terminate the services called for in any
particular portion of the Scope of Services. If the Project is suspended or terminated in whole or in
part for more than three (3) months, the Consultant shall be compensated for all Services performed
prior to receipt of written notice from the City of such suspension or such abandonment, together
with Reimbursable Expenses then due. If the Project is resumed after being suspended for more than
three (3) months, the Consultant's compensation shall be equitably adjusted, including any necessary
start-up costs. Prior to any payment due to suspension, the Consultant must provide the City with
all documents, reports, drawings, computer reports and the like reflecting the work completed to
date.
7.4 No deduction shall be made from the Consultant's compensation on account of sums
withheld from payments to contractors.
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS
8.1 Records of Reimbursable Expenses and expenses pertaining to Additional Services
and services performed on the basis of a multiple of direct personnel expense shall be kept on the
basis of generally accepted accounting principles and shall be available to the City and the City's
authorized representatives at mutually convenient times and location for a period of three years after
the final payment for the Project.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
16
9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, with all lettering in ink or pencil or press-type, or by AutoCad(tm) and clearly legible
when the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracings, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the property
of the City upon completion, termination, or abandonment of each Project. Consultant shall deliver
the above documents to the City within thirty (30) days of completion of the Project, or termination
of this Agreement, or termination or abandonment of the Project. The City will not use any unique
designs of the Consultant for other projects.
9.3 Upon completion of the construction of the Project, Consultant shall, within sixty (60)
calendar days following final inspection, deliver to the City the original contract working drawings
and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's Project
Coordinator, including all changes made during the course of the Project, as described hereinabove.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 TERMINATION FOR CAUSE The City may terminate this Agreement for cause
in the event that the Consultant (1) violates any provisions of this Agreement or performs same in
bad faith ("bad faith" to be determined by the City's Project Coordinator at his/her sole discretion);
or (2) unreasonably delays the performance of the Services ("unreasonably" to be determined by the
Project Coordinator at his/her sole discretion), upon notice to the Consultant, in writing, seven (7)
days prior to termination.
10.1.1 In the event this Agreement is terminated by the City for cause, the City, at its sole
option and discretion, may take over the Services and complete them by contracting with another
consultant(s) or otherwise. In such event, the Consultant shall be liable to the City for any additional
cost incurred by the City due to such termination. "Additional Cost" is defined as the difference
between the actual cost of completion of such incomplete services, and the cost of completion of
such Services which would have resulted from payments to the Consultant hereunder had the
Agreement not been terminated.
10.1.2 Payment only for Services satisfactorily performed by the Consultant and accepted
by the City prior to receipt of a Notice of Termination for Cause, shall be made in accordance with
Article 7 herein and the City shall have no further liability for compensation, expenses or fees to the
Consultant, except as set forth in Article 7.
10.1.3 Upon receipt of a written Notice of Termination, the Consultant shall promptly
assemble and submit to the City, as provided herein or as required in the written notice, all
documents, including drawings, calculations, specifications, correspondence, and all other relevant
materials affected by such termination.
10.1.4 In the event of a termination for cause, no payments to the Consultant shall be made
17
(1) for Services not satisfactorily performed, as same shall be determined at the City's option and
discretion; and (2) for assembly of submittal of documents, as provided above.
10.2 TERMINATION FOR CONVENIENCE The City, in addition to the rights and
options to Terminate for Cause, as set forth 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. Consultant shall be compensated for all services
rendered up to the time of receipt of said written termination notice, and for the assembly and
submittal to the City of documents for the services performed, in accordance with Article 7 herein,
and the City shall have no further liability for compensation, expenses or fees to the Consultant,
except as set forth in Article 7.
10.3 TERMINATION BY CONSULTANT The Consultant may only terminate this
Agreement for cause in the event that the City willfully violates any provisions of this Agreement
or unreasonably delays payment for the Services, upon written notice to the City, thirty (30) days
prior to termination. In that event, payment for Services satisfactorily performed prior to the date of
termination shall be made in accordance with Article 10.4 herein.
10.3.1 The Consultant shall have no right to terminate this Agreement for convenience of
the Consultant.
10.4 IMPLEMENT A TION OF TERMINATION In the event of termination, either for
cause or for convenience, the Consultant, upon receipt of the notice of termination, shall (1) stop the
performance of Services under this Agreement on the date and to the extent specified in the Notice
of Termination; (2) place no further orders or subcontracts except for any that may be authorized,
in writing, by the City, prior to their occurrence; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the Notice of Termination;
(4) promptly assemble and submit, as provided herein, all documents for the services performed,
including drawings, calculations, specifications, correspondence, and all other relevant materials
affected by the termination; and (5) complete performance of any Services as shall not have been
terminated by the Notice of Termination and as specifically set forth therein.
10.5 NON-SOLICITATION The Consultant warrants that it has not employed or
retained any company or person, other than an employee working solely for the Consultant, to solicit
or secure this Agreement; and that it has not paid, nor agreed to pay any company or other person
any fee, commission, gift or other consideration contingent upon the execution of this Agreement.
For breach or violation of this warranty, the City has the right to terminate this Agreement without
liability to the Consultant for any reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article 1.1 shall have the
18
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 to run and any alleged
cause of action shall be deemed to have accrued in any and all events not later than the relevant date
of substantial completion of the work and the issuance of the temporary certificate of occupancy, and
as to any acts or failures to act occurring after the relevant date of substantial completion, not later
than the date of issuance of the final Certification 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.
11.5 The Consultant shall not subcontract, assign, or transfer any of the Services under this
Agreement without the prior written consent of the City.
ARTICLE 12. EXTENT OF AGREEMENT
12.1 This Agreement represents the entire agreement between the City and the Consultant
and supersedes all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both City and Consultant utilizing
the same formalities as were used for its adoption.
ARTICLE 13. BASIS OF COMPENSATION
13.1 COMPENSATION FOR SERVICES The Consultant shall be compensated for
Basic Services, Additional Services and Reimbursable Expenses on the basis set forth below:
13.1.1 Basic Services of the Consultant shall be compensated in accordance with percentage
of work completed, in accordance with Schedule A - and a multiple of 1.10 times the hourly rate
charged to the Consultant by its subconsultants, as set forth in Schedule C - Subconsultant Hourly
Compensation Rates for special services beyond the Scope of Work set out in Schedule A. The fee
for Basic Services may be a fixed fee, if both the City and the Consultant agree to such method and
amount of compensation.
13.1.2 Any services not included in this Agreement may only be carried out by the
Consultant following written authorization by the City (prior to commencement of same).
13.1.3 The hourly rate for compensation to the Consultant by the City for Additional
Services, as defined in Article 2.9 shall be as set forth in Schedule B and a multiple of 1.10 times
the hourly rate charged to the Consultant, as forth in Schedule C. The term "Additional Services"
19
includes any additional work required and approved by the City, including work involving all or any
sub-consultants whether previously retained for the work or not or whether participating as members
with Consultant or not, subject to the City's right to previously approve any change in the consultants
as set forth in this Agreement.
13.2 For Reimbursable Expenses, as defined in Article 6, the Consultant shall be paid, up
to the reimbursable expense limit set forth in the Service Order, the exact amount(s) expended by
the Consultant and its consultants in the interest of the Project, subject to the Consultant furnishing
adequate documentation of the expense and, if required, demonstrating to the satisfaction of the City
that the expense was in the interest of the Project.
13.3 Payments due the Consultant and unpaid under this Agreement will be considered due
thirty (30) days from receipt by the City of a detailed statement or invoice, unless the City contests
an item or items set forth in the invoice.
13.4 The City and the Architect agree in accordance with the terms and conditions of this
Agreement that:
13.4.1 If the scope of the Project or the Consultant's Services is changed substantially and
materially, the amount of compensation shall be equitably adjusted.
13.4.2 If the entire Services covered by this Agreement have not been completed within
twenty-four (24) months of the date hereof, through no fault of the Consultant, the amounts of
compensation, rates and multiples set forth herein shall be adjusted upwards to compensate for
changes in the cost ofliving, by mutual agreement of the parties, on the unspent fee balance.
ARTICLE 14. INSURANCE
14.1 The Consultant shall comply throughout the term of this Agreement with the
insurance requirements stipulated herein. It is agreed by the parties that the Consultant shall not
commence with work on this Project until satisfactory proof of the following insurance coverage has
been furnished to the City. The Consultant will maintain in effect the following insurance coverages:
(a) Architects and Engineers Professional Liability Insurance in the amount of Five
Hundred Thousand ($500,000.00) Dollars per occurrence on a claims made form.
(b) Comprehensive General Liability Insurance in the amount of $1 ,000,000.00 Single
Limit Bodily Injury and Property Damage coverage for each occurrence, which will include products,
completed operations, and contractual liability coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
14.2 Thirty (30) days prior written notice, of cancellation or of substantial modifications
20
in the insurance coverages, must be given by the Consultant to the City Manager.
14.2.1 The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Bests' Guide Rating Book and must additionally be furnished by
insurance companies duly authorized to do business in the State of Florida and countersigned by the
company's Florida resident agent.
ARTICLE 15. INDEMNIFICATION
15.1 In consideration of a separate and specific consideration of $10.00 and other good and
valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees
to indemnify, defend and hold the City and its employees, agents and authorized representatives
harmless with respect to any and all costs, claims, damages and liability which may arise out of the
performance of this Agreement as a result of any negligent acts, errors or omission of the Consultant,
or the Consultant's sub-consultants, or any other person or entity under the direction or control of
Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the City, its employees, agents and
authorized representatives when applicable, including appellate proceedings, and shall pay all costs,
judgments and attorneys' fees which may issue thereon.
ARTICLE 16. VENUE
16.1 This Agreement shall be enforceable in Miami-Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms or
conditions herein exclusive venue for the enforcement of same shall lie in Miami-Dade County,
Florida.
ARTICLE 17. LIMITATION OF LIABILITY
17.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under the agreed upon Scope of Work. 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 Scope of Work, less the amount of all
funds actually paid by the City to Consultant pursuant to the Scope of Work.
17.2 Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to Consultant for damages in an amount
in excess ofthe amount of fee under any outstanding Scope of Work, which amount shall be reduced
by the amount actually paid by the City to Consultant pursuant to the Scope of Work, 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.
21
ARTICLE 18. ADDITIONAL CONDITIONS
18.1 The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
Consultant's services are unique in nature and that the Consultant may only receive such
authorization by way of a City Commission resolution.
18.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
ARTICLE 19. NOTICE
19.1 All written notices given to City by Consultant shall be addressed to:
City Manager
c/o Mayra Diaz-Buttacavoli, A.C.M.
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
with a copy to:
Construction Manager
Construction Administration Division
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
And copies to:
Doug Tober, General Manager
SMG Corporation - Miami Beach
1901 Convention Center Drive
Miami Beach, Florida 33139
Office of the City Attorney
City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Written notices from the City to the Consultant shall be addressed to:
Ari Sklar, AlA, President
A.R.I. Architects, Inc.
235 Lincoln Road, PH 400
Miami Beach, Florida 33139
22
With a copy to:
Neal Sklar, Esq.
Law Offices of Edward Etcheverry, P.A.
2500 Weston Road, Suite 215
Ft. Lauderdale, FL 33331
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.
Attest
CITY OF MIAMI BEACH
5 CULa~
CITY CL RK
?J1/I
MAYOR
L~)
Signature
flr(R-i~/A ~TAu~ff<..
Print Name
CONSULTANT /
~
~ ~ l f~l~fi,.oIr
Print Name and Title
Witness
Witness
-Qir-
SIgnature
CORPORATE SEAL
17t:.1t ,.\ VA '(1.. E ~
Print Name
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
,111.W[;j,lf~ ?.i~ \
~~' ~..~(//
23
Schedule A
To Professional Services Agreement between the City of Miami Beach and
A.R.I. Architects, Inc. d.b.a. SKLARchitecture.
Scope of Work
Project:
Renovation and Remodeling of Miami Beach Convention Center and Jackie Gleason Theater of the
Performing Arts to provide ADA Accessibility
Scope of Project:
Provide Architectural and Engineering services to include design, drawings and specifications
necessary for permitting and construction for the renovation of the existing buildings to include the
following:
Scope verification and site survey
Renovation of 48 restrooms at the Miami Beach Convention Center
Upgrade and replace door hardware on 462 doors
Renovate 24 restrooms and 7 dressing rooms for TOP A
Renovate lobbies at TOP A
Renovate Patron Lounge at TOP A
Construction monitoring and administration
Scheduling and phasing planning.
Note: All work to be designed to meet Florida ADA requirements
Basic Services to be provided will consist of the following:
Phase I
Site survey and evaluation
Scheduling of Architects programming with City staff
Project/City meetings (as required)
Code/Zoning analysis
Preparation of As-Built and demolition drawings
Preliminary architectural design
Phase II
Structural and engineering design (limited to one new ramp and one handicapped lift)
Architectural design development
Mechanical, electrical and plumbing design
Preliminary Project Manual (Specifications Book)
24
Phase III
Final architectural and engineering design and construction documents
Val ue engineering
Final Project Manual (Specifications Book)
Phase IV
Bidding assistance
Contractor selection assistance
Drawings shall be submitted to the Building Department and permits obtained by the
Architect, prior to award of the contract.
Phase V
Construction administration/observation/monitoring (limited to 8 hours per week for 52
weeks, (A maximum of 416 hours.) Preparation of As-Built Drawings (upon completion of
construction, update changes supplied by Contractor to Architect. Drawings to be completed
and submitted to the City on Mylar and on computer disk in AutoCAD(tm) format within 30
days of final acceptance of the project.
Asbestos survey, soil tests, and other tests, if required, will be billed as reimbursable items.
25
Schedule B
Professional Services Agreement between the City of Miami Beach and A.R.I. Architects,
Inc. d.b.a. SKLARchitecture.
Consultant Compensation
Fee Schedule:
Basic Architectural and Engineering Services
as described in Schedule A:
8.5% of construction cost
Allowance for Reimbursable Expenditures:
$20,000
Additional Services above the scope of this contract will be undertaken for a fee based on 8% of
actual construction cost of the additional work.
Payment Schedule:
Work completed and submitted to the City:
Preliminary Design
50% Design
100% Design
Design Drawings (30% completion)
Design Drawings (60% completion)
Design Drawings (90% completion)
Design Drawings and Bidding documents (100% completion)
Upon selection of contractor
Subtotal:
15%
10%
10%
10%
10%
10%
10%
5%
80%
Construction Administration and Observation
20%
Billing:
Fees will be billed in accordance with the progress toward completion of the project based
on the above table. Monthly billing during construction will be based on the percentage of
completion by the General Contractor. Invoices submitted by the Architect to the City, upon review
and approval, will be due and payable 30 days after receipt by the City.
Additional Services requested by the City which are not included in the Scope of Services
outlined in Schedule A will be billed in accordance with the hourly rate schedule in Schedule C.
26
Schedule C
Professional Services Agreement between the City of Miami Beach and A.R.I. Architects,
Inc. d.b.a. SKLARchitecture.
Hourly Compensation Rates
SKLARchitecture HOURLY RATES
Principal $145
Project Manager $100
Registered Professional $130
Senior Professional $115
Professional $95
Analyst/Professional Intern $70
Technical Support $60
Clerical Support! Administration $45
SUB-CONSUL T ANT HOURL Y RATES
Principal
Professional Engineer
Senior Engineer
Project Manager
Staff Engineer
Technician
Office Support
$145
$130
$115
$100
$95
$60
$45
27
Schedule D
To Professional Services Agreement between the City of Miami Beach and
A.R.I. Architects, Inc. d.b.a. SKLARchitecture.
Project Schedule
The estimated time for completion of the project is as follows, based on cumulative days after
issuance of Notice to Proceed. (This estimate is for planning purposes only):
Phase:
Description:
Calendar days
after NTP:
Phase I
Phase II
Phase III
Phase IV
Phase V
Research through Preliminary Design
30 Days
Substantial Design completion
60 Days
Design Drawings (30% completion)
Design Drawings (60% completion)
Design Drawings (90% completion)
Design Drawings and Bid documents (100% complete)
90 Days
120 Days
150 Days
180 Days
Bidding and Contractor Selection 255 Days
(Note: Time for this activity controlled by CMB Procurement Department
procedures)
Construction Phase 615 Days
(Based on a preliminary estimate of 365 days for construction. The schedule of
MBCC & TOPA events will determine total time required.)
28