95-21498 RESO Incomplete
RESOLUTION No.
95-21498
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN
AGREEMENT WITH ROSENBERG DESIGN GROUP/DAVID M, SCULLY, A.S.L.A., INC.,
IN THE AMOUNT OF $40,000, FOR PROFESSIONAL LANDSCAPE ARCHITECTURAL
SERVICES AND OTHER RELATED PROFESSIONAL SERVICES, AS REQUIRED,
INCLUDING BUT NOT UMITED TO MECHANICAL/ELECTRICAL, AND ENGINEERING
SERVICES FOR THE DESIGN OF THE PALM/HIBISCUS ISLANDS LANDSCAPE
RENOVATION PROJECT.
WHEREAS, the City of Miami Beach Issued a Request for Letters of Interest (RFLI No. 138-93/94)
on August 19, 1994 seeking professional landscape archRectural services of landscape archRectural firms
to prepare design development documents, construction documents, assist the City In the bidding and
negotiation phases and construction contract administration for various projects where the projected
construction budget exceed $500,000; and
WHEREAS, Rosenberg Design Group/David M. Scully, A.S.L.A., Inc. submitted a proposal in
response to the Ctty's Request for Letters of Interest; and
WHEREAS, a nine (9) member selection committee composed of residents, landscape archttects
and City staff Interviewed nine (9) firms on November 18, 1994 and recommended Rosenberg Design
Group/David M. Scully, A.S.L.A., Inc. for the Palm/Hibiscus Islands Landscape Renovation Project; and
WHEREAS, funds in the amount of $700,000 have been appropriated for this project Into Work
Order 2120.
NOW THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA, that the Mayor and the City Clerk are authorized to execute the
attached Agreement with Rosenberg Design Group/David M. Scully, A.S.L.A., Inc., In the amount of $40,000,
for professional landscape architectural services and other related professional services, as required,
Including but not limited to mechanical/electrical and engineering services for the Palm/Hibiscus Islands
Landscape Renovation Project.
PASSED AND ADOPTED THIS 15th day of
February
,1995.
MAYOR
ATTEST:
CITY CLERK
FORM APPROVED
LEGAL DEPT.
--
By J~
Date
:L- I o~'\'-
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA33139
COMMISSION MEMORANDUM NO. 13ln-q5
TO:
Mayor Seymour Gelber and
Members of the City Commission
DATE: February 15, 1995
FROM:
Roger M. Carlto
City Manager
SUBJECT:
A RESOLUTI:ON OP THE MAYOR AND CI:TY COMMI:SSI:ON OP THE CI:TY
OP HI:AHI: BUCK, PLORI:DA, AUTHORI:ZI:NG THE MAYOR AND CI:TY
CLERK TO EXECUTE AN AGREEMENT WI:TJI ROSENBERG DESI:GN
GROUP/DAVI:D M. SCULLY, A.S.L.A., I:NC., I:N THE AMOUNT OP
$40 , 000, POR PROPESSI:ONAL LANDSCAPE ARCKI:TECTURAL
SERVI:CES AND OTHER RELATED PROPESSI:ONAL SERVI:CES, AS
REQUI:RED, I:NCLUDI:NG BUT NOT LI:HI:TED TO
HECHANI:CAL/ELECTRI:CAL, AND ENGI:NEERI:NG SERVI:CES FOR THE
DESI:GN OP THE PALM/HI:BI:SCUS I:SLANDS LANDSCAPE RENOVATI:ON
PROJECT.
ADMI:NI:STRATION RECOHMENDATI:ON:
It is recommended that the City commission approve the attached
Resolution authorizing the Mayor and City Clerk to execute the
attached agreement with Rosenberg Design Group/David M. Scully,
A.S.L.A., Inc., in the amount of $40,000, for professional
landscape architectural and other related services as required for
the Palm/Hibiscus Islands Landscaping Renovation Project.
BACKGROUND:
The City of Miami Beach issued RFLI No. 138-93/94 seeking the
professional services of landscape architectural firms to prepare
design development documents, construction documents, assist the
city -in the bidding and negotiation phase, and administer the
construction contracts for three (3) development projects where the
anticipated value of construction exceeds $500,000 each.
A notice of Request for Letters of Interest (RFLI) was issued to
158 archi tectural firms on August 19, 1994. As a result, 28
specifications were mailed, resulting in nine (9) responses at the
bid opening of September 13, 1994.
A nine (9) member Selection Committee comprised of residents,
landscape architects, and City Staff met on November 18, 1994 to
hear presentations and evaluations. The nine (9) firms responding
"'71
...,.
AGENDA ITEM
continued.. .
R,-1- ::r
?--\5- qS
DATE
COMHrSSrON MEMORANDUM
Page 2
Rosenberg Design Group/David M. scully, A.S.L.A. Inc., be selected
to design the palm/Hibiscus Islands Landscape Renovation Project.
On December 7, 1994 the City Commission authorized the
Administration to enter into negotiations for award of contracts to
the recommended firms.
ANALYSIS:
Negotiations were conducted with Rosenberg Design Group/David M.
Scully, A.S.L.A., Inc. in January, 1995. The proposal submitted by
Rosenberg Design Group/David M. Scully, A.S.L.A., Inc. was for 6%
of the construction cost of $660.000. This equates to $39,600 plus
an amount not to exceed $400.00 for reimbursable expenses. The
total recommended contract will not exceed $40,000, unless approval
is obtained from the City commission. The 6% fee is on the low end
of the industry standards range of 6%-10% of project construction
cost_ and is exactly the rate_ negotiated in the City'S current
rotating contract in effect for landscape proj ects wi th
construction budgets under $500,000 in construction cost.
It is important to state that the process necessary to move this
project to the completed bid specification phase would take
approximately ninety (90) days. However, until such time as a
resolution to the question of the undergrounding of the utilities
is finalized, it is recommended the bidding and construction phases
be delayed. On October 19, 1994 the city commission approved an
appropriation of $30,000 to pay for studies for the underground
conversion of utilities on Palm and Hibiscus Islands. These
util i ty studies are currently underway. The proposed landscape
project is impacted by approximately less than ten (10) utility
poles in the median on the west end of Palm Island. An estimate
for the removal of these poles by the utility companies will be
provided shortly. At that time a determination must be made as to
whether this portion of the underground project will be funded with
special assessments. Resolution of this issue and the removal of
these poles is critical to the completion of the landscape project.
CONCLUSION:
The City Administration recommends the Mayor and City Commission
authorize the Mayor and City Clerk to execute the attached
Agreement with Rosenberg Design Group/David M. Scully, A.S.L.A,
Inc., in the amount of $40,000, for professional landscape
architectural services and other related services for the
palm/Hibiscus Islands Landscape Renovation Project.
RMC/KS/ls
3'12
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
ROSENBERG DESIGN GROUP/DAVID M. SCULLY. A.S.L.A.. INC.
FOR PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES
FOR THE PALM/HIBISCUS ISLANDS LANDSCAPE
RENOVATION PROJECf
1
TABLE OF CONTENTS
PAGE No.
ARTICLE 1. DEFINmONS: DUTIES AND RESPONSIBIUTIES
6
1.1 CITY
1.2 CITY COMMISSION
1.3 CITY MANAGER
1.4 PROPOSAL DOCUMENTS
1.5 CONSULTANT
1.6 BASIC SERVICES
1.7 THE PROJECT
1.7.1 PROJECT COST
1.7,2 PROJECT SCOPE
1.8 CONSTRUCTION COST BUDGET
1.9 FORCE MAJEURE
1.10 CONTRACTOR
1.11 CONTRACT FOR CONSTRUCTION
1.12 CONSTRUCTION DOCUMENTS
1.13 CHANGE ORDER
1.14 ADDmONAL SERVICES
1.15 WORK
1.16 BASE BID
1.17 SCHEDULES
1.18 UPSET UMIT
6
6
7
7
8
8
8
9
9
9
10
10
10
11
11
11
11
11
11
12
ARTICLE 2, SCOPE OF SERVICES
12
2.1 STUDY PHASE 12
2,2 INTRODUCTION TO BASIC SERVICES 12
2.3 BASIC SERVICES 13
2.4 DESIGN PHASE 13
2.5 CONSTRUCTION DOCUMENTS PHASE 13
2.6 BIDDING OR NEGOTIATION PHASE 14
2.7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 14
2.8 RESPONSIBILITY FOR CLAIMS AND UABILITIES 17
2.9 ADDITIONAL FIELD REPRESENTATION 18
2.10 ADDITIONAL SERVICES 18
2.11 TIME 19
ARTICLE 3, THE CITY'S RESPONSIBILITIES
20
2
PAGE No.
ARTICLE 4, CONSTRUCTION COST
21
4,1 DEFINmON
4.2 RESPONSIBIUTY FOR CONSTRUCTION COST
ARTICLE 5. DIRECf PERSONNEL EXPENSE
ARTICLE 6. REIMBURSABLE EXPENSES
21
21
22
22
ARTICLE 7. PAYMENTS TO 1HE CONSULTANT
23
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 23
7.2 PAYMENT ON ACCOUNT OF ADDmONAL SERVICES 23
7.3 PROJECf SUSPENSION OR TERMINATION 24
ARTICLE 8, CONSULTANTS ACCOUNTING RECORDS
24
ARTICLE 9, OWNERSHIP AND USE OF DOCUMENTS
24
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 RIGHT TO TERMINATE
10.3 TERMINATION FOR CAUSE
lOA TERMINATION FOR CONVENIENCE
NON-EXCLUSIVE PROVISIONS
10.5 IMPLEMENTATION OF TERMINATION
10.6 NON-SOliCITATION
25
25
25
26
26
27
ARTICLE 11. MISCELLANEOUS PROVISIONS
27
ARTICLE 12. EXTENT OF AGREEMENT
27
ARTICLE 13. BASIS OF COMPENSATION
13,1 GENERAL
13.2 COMPENSATION FOR SERVICES
28
28
28
ARTICLE 14. INSURANCE
29
ARTICLE 15. INDEMNIFICATION
30
ARTICLE 16, ARBITRATION
30
3
ARTICLE 17.
ARTICLE 18,
UMITATION OF LIABIUTY
ADDrnONALCONDrnONS
PAGE No.
32
32
SCHEDULE "A" - CONSULTANT SERVICE ORDER 35
SCHEDULE "B" - CONSULTANT COMPENSATION RATES 36
SCHEDULE '''C' - SUBCONTRACf HOURLY COMPENSATION RATES 36
4
TERMS AND CONDITIONS OF AGREEMENT
BE'IWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
ROSENBERG DESIGN GROUP/DAVID M. SCULLY, A.S.L.A., INC.
PLANNERS AND LANSCAPE ARCHITECTS
PROFESSIONAL LANDSCAPE ARCHITECTURAL SERVICES
THIS CONTRACT made and entered into this day of . 1995 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" or "Owner"), having its principal offices
at 1700 Convention Center Drive, Miami Beach, Florida and ROSENBERG DESIGN
GROUP/DAVID M. SCULLY, A.S.L.A., INC., a Florida corporation, whose address is 12901
S.W. 71st Avenue, Miami, FL 33156 (hereinafter referred to as ("Consultant").
WITNESSETH:
WHEREAS, the City intends to build the Palm/Hibiscus Islands Landscape
Renovation Project within the City of Miami Beach, for a Basic construction cost of
$660,000, and wishes to engage the Consultant 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
landscape architectural and related professional services relative to the Palm/Hibiscus
Islands Landscape Renovation Project as more particularly hereinafter set forth, for studies,
design, preparation of Construction Documents and Construction Administration Services,
all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the mutual covenants
and agreements herein contained, agree as follows:
5
ARTICLE 1.
DEFINITIONS; DUTIES AND RESPONSIBILITIES
1.1 CI'IY
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 this Project, this Agreement may be terminated by the City pursuant
to the procedure set forth in Article 10,
1.2 CI'IY 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 Manager shall review, approve, disapprove or otherwise comment upon the
Consultant's Design and Construction Documents after they are submitted to the City
by the Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision of the City
Manager upon the Consultant's written request, in which case the Commission's
decision shall be final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum of ten thousand dollars ($10,000) (or other such amount as may be specified by
the City of Miami Beach Purchasing Ordinance, as amended).
6
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 ofthose 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 ansmg
pursuant to this Agreement, which are not otherwise expressly provided for in this
Agreement, and he shall attempt to render administrative decisions promptly to avoid
unreasonable delay in the progress of the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required at the request
of the Consultant to reallocate monies already budgeted towards payment of the
Consultant, providing, however, that he cannot increase the Consultant's
compensation or other budgets established by this Agreement. The City Manager,
in his administrative discretion, may consult with the City Commission concerning
disputes or matters arising under this Agreement regardless of whether such matters
or disputes are enumerated herein.
The City Manager shall additionally be the sole representative of the City authorized
to issue a notice to proceed as referenced in Article 2 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) (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 Letter of Interest, (RFU No.
138-93/94) for "Professional Landscape Architectural Services for various projects.
Projected Construction Budget exceeds $500,000" issued by the City in contemplation
7
of this Agreement, together with all amendments thereto, if any, and the Consultant's
proposal in response thereto ("Proposal") which are deemed as being incorporated
by reference in this Agreement and made a part hereof; provided, however, that in
the event of an express conflict between the Proposal Documents and this
Agreement, this Agreement shall prevail.
1.5 CONSULTANT
The "Consultant" is herein defined as Rosenberg DesilPl Grou'p/David M. Scully.
A.S.L.A..Inc., a Florida corporation, whose address is 12901 S.W. 71st Avenue.
Miami. FL 33156.
1.5.1 All Consultants required by the needs of this project shall be duly licensed and
admitted to practice landscape 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.
1.6 BASIC SERVICES
"Basic Services" shall include the professional services of normal landscape
architectural services, a Study Phase and the coordination of structural,
mechanical/electrical, civil engineering, and land surveying services, if necessary for
the design, preparation of contract documents and administration of the Construction
Contract for the project hereunder.
1.7 THE PROJECT
The Palm/Hibiscus Islands Landscape Renovation Project as described in RFU No.
138-93/94,
8
1.7,1 PROJECT COST
Project Cost for this project is not to exceed Seven Hundred Thousand ($700,000)
Dollars. The project will require Statements of Probable Cost prior to bidding.
Should construction proposals exceed Final Probable Cost Statements by more than
5%, the Consultant shall perform all modifications to plans and specifications at no
cost to the City for reissuance of the bid proposal.
The "Project Cost", as established by the Owner, shall mean the total cost of the
project to the owner which represents construction costs, professional compensation,
land costs if any, financing costs, materials testing services, surveys, and other
miscellaneous Owner costs.
1.7.2 PROJECT SCOPE
The Owner shall establish the final Scope of Work for this project based on input
from the Community and Consultant and all modifications thereto in writing, and
provide same to the Consultant prior to the start of the work, The following is the
initial Scope of Work:
PROJECT LOCATION
Palm/Hibiscus Islands I.andsca,pe Renovation Project
This project consists of the following areas:
Entry drive (from MacArthur Causeway Bridge to fountain),
Drive between Palm Avenue & Hibiscus Islands (including fountain circle).
Palm Island (medians on East and West of entry fountain).
Traffic circles at ends of Palm Avenue.
Hibiscus Island (from bridge to North Hibiscus Drive, including parking lot
on North side).
The scope of work will include professional services of a Landscape Architectural
firm to prepare complete construction documents including the preparation of design
development documents, construction documents, assist the City in the bidding and
negotiation phase, construction observation and administration of the construction
contract(s). Project may also include: irrigation, electric, lighting, drainage,
hardsurfacing, and paving are examples of associated disciplines that may be required
in the basic landscape design.
1.8 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for this project shall mean a sum which will not
exceed the amount of Six Hundred Sixty Thousand ($660,000) Dollars and is the total
9
cost to the Owner of all elements of the Project designed or specified by the
Consultant and approved by the Owner, including at current market rates (with a
reasonable allowance for overhead and profit), the cost of labor and materials and
any equipment which has been designed, specified, selected or specifically provided
for by the Consultant and approved by the City, and including a contingency
allowance for unforeseen conditions but not to exceed ten percent (10%) of the
Construction Cost but not including the compensation of the Consultant and the
Consultant's consultants, rights-of-way, the cost of land, materials testing services, and
surveys.
1.8,1 The Construction Cost Budget, as established by the Owner, shall not be exceeded
absent fully justifiable and extraordinary and unforeseen circumstances, such as force
majeure, which is beyond the control of the parties and which in any event shall be
subject to prior City Commission and/or City Manager approval by passage of an
enabling resolution and amendments to the appropriate agreements relative to this
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.
1.9 FORCE MAJEURE
"Force Majeure" shall mean any delay occasioned by superior or irresistible force
occasioned by violence in nature without the interference of human agency such as
hurricanes, tornados, flood and total loss caused by fire and other similar
unavoidable casualties, changes in federal, state or local laws, ordinances, codes or
regulations, enacted after the date of this Agreement and having a substantial impact
on the project, or other causes beyond the Consultant's control or by any other such
causes which the Consultant and the City Commission decide in writing justify the
delay. Provided, however, that market conditions, labor conditions, construction
industry price trends and similar matters which normally impact on the bidding
process shall not be considered a Force Majeure.
1.10 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.
1.11 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean contract with contractor(s),
10
1.12 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.
1.13 CHANGE ORDER
"Change order" shall mean the written order to the Project Manager approved by the
owner as specified in this contract and signed by the Owner's duly authorized
representative, authorizing a change in the project or the method and manner of
performance thereof or an adjustment in the fees or completion dates, as applicable.
Change orders shall only be approved by the City Commission, if they exceed ten
thousand dollars ($10,000) or the City Manager if they are ten thousand dollars
($10,000) or less in amount (or other such amount as may be specified by the City
of Miami Beach Purchasing Ordinance, as amended). Even for change orders for
less than ten thousand ($10,000) the City Manager shall retain the right to seek and
obtain concurrence of the City Commission for the approval of any such change
order,
1.14 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Section 2.9 herein, which
have been duly authorized in writing by the City Manager.
1.15 WORK
"Work" shall mean all of the work to be performed on the project pursuant to the
contract documents and the construction and bid documents.
1.16 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".
1.17 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred
to in the Agreement, and are as follows:
Schedule A Service Order Form
11
Schedule B The schedule of hourly rates of compensation for the Consultant for
Additional services, as submitted by the Consultant and approved by
the City.
Schedule C The schedule of hourly rates of compensation for the Consultant's
sub-consultants for Basic and Additional services as submitted by the
Consultant and approved by the City Manager. Amendments to any
City approved hourly rates schedule shall require the same formalities
as amendments to the contract itself.
1.18 UPSET LIMIT
"Upset limit" as to any Service Order shall mean the maximum Cumulative fee
allowable under the Service Order for fees billed in accordance with Schedules 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 Work set forth in
the Service Order.
ARTICLE 2.
SCOPE OF SERVICES
2,) STUDY PHASE
All site investigations, concept development, park or park system planning,
programming, program investigating and evaluation services, economic studies,
feasibility studies will be performed by the Consultant as a component of the Study
Phase. For purposes of this Agreement the Study Phase shall be included as a basic
service and proceed the Design Phase including, but not limited to the following:
.
Documentation and analysis of existing site conditions.
Development of alternate programs and preliminary project budget.
Public hearings, workshops or meetings to prepare development concepts.
(A maximum of five (5) public meetings are included in fee).
Preparation of Design criteria and coordination with adjacent property
owners and user groups.
.
.
.
2,2 INTRODUCTION TO BASIC SERVICES
The Consultant shall provide Basic Service and/or Additional Services for this
project. The work for this project will be performed by the Consultant upon
execution of this Agreement by the Mayor and City Clerk.
12
2.3 BASIC SERVICES
The Consultant's Basic Services shall consist of the Study Phase as described in 2.1
and four phases described in Paragraphs 2.4 through 2.7 and include normal
landscape architectural, and the coordination of structural, civil, and
mechanical/electrical engineering services, if necessary for the preparation of
contract documents and administration of the exercised in the design of projects of
this nature in South Florida. "Standard of Care" includes an analysis of visible site
field conditions prior to initiating project design.
2.4 DESIGN PHASE
2.4.1 The Consultant shall review with the City, (including if requested by the City
Manager, a committee or committees) alternative approaches to design and
construction of the project.
2.4.2 Based on the mutually accepted program, investigation of existing conditions and
project budget requirements, the Consultant shall prepare, for approval by the
Owner, design documents consisting of drawings and other documents appropriate
for the project, and shall submit to the Owner a Statement of Probable Construction
cost.
2.5 CONSTRUCTION DOCUMENTS PHASE
2.5.1 Based on the approved design documents, the consultant shall prepare, for approval
by the City, three (3) copies of the construction documents, One of these copies
shall be in the form of a reproducible mylar, for bidding purposes. Consultant shall
also file with the Coordinator at said time, the following items:
(a) four (4) copies of the Statement of Probable Construction Cost,
(b) four (4) unbound copies of advertisement for bids,
(c) four (4) unbound copies of the bid proposals, and
(d) final maintenance impact report.
Consultant shall also provide City with one (1) additional set of construction
documents at approximately eighty percent (80%) completion approximately thirty
(30) days prior to the date for delivery of the three (3) copies of 100% complete
construction documents for review by and comment by City's Building Department.
Should additional sets be required, Consultant will be reimbursed for the actual cost
of reproduction, upon approval in advance by the City.
2.5.2 Construction documents will be prepared, signed and sealed by design professionals.
The Construction documents shall call for a construction period as approved by the
City Manager. The entire project will be publicly bid with a Base Bid and such
13
Additive Alternates and/or Deductive Alternates as may be requested by City, to
reasonably insure that the award will be within the Construction Cost Budget.
The Construction Documents shall set forth in detail the requirements for
construction of the project including all the contractual, code (laws, rules and
regulations), and technical specifications and requirements under which the work is
to be conducted.
All prerequisites for approvals and permits shall be met. Prior to advertisement for
bids Consultant shall assist the City by providing all documents required to obtain
all necessary local, state and federal permits as may be required for construction of
the Project,
2.5.3 The Consultants expressly agree that all of their duties, services and responsibilities
under this contract and all of their Consultant's duties, services and responsibilities
shall be performed in accordance with the standard of care normally exercised in the
design of projects of this nature in South Florida. "Standard of Care" includes an
analysis of visible site field conditions prior to initiating project design.
2.6 BIDDING OR NEGOTIATION PHASE
2,6,1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining
lump sum bids with the Additional and/or Deductive Alternatives and assist in
awarding and preparing the contract for construction.
2.6.2 Consultant shall be required to tabulate all bids. Within three (3) working days
thereafter, the Consultant shall submit in writing to the City's Project Coordinator,
their recommendations for the award or rejection of the construction contract,
together with two (2) sets of the bid tabulations to be reviewed by the City.
2.7 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.7.1 The Construction Phase will commence with the award of the Contract for
Construction and, will terminate when final payment to the Contractor is due, or in
the absence of a final Certificate for Payment or of such due date, (60) sixty days
after the Date of Substantial Completion of the Work or sixty (60) days after the
completion date specified in the contract for construction at the time of the award,
whichever occurs last. The City's Project Coordinator will be the City's
representative monitoring the construction. The presence of this coordinator in no
way diminishes any of the Consultant's duties and obligations as described in these
terms and conditions. All changes which would result in an increase of compensation
to the Consultant must be approved by the City Commission by passage of a
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resolution, or the City Manager if such change is less than 10 percent of the amount
set forth in the Service Order. The City's Project Coordinator shall be considered
to be monitoring the project for the benefit and protection of the City, and
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 at least four times
a month between themselves, the contractor and the various subcontractors as is
appropriate.
2,7.2 The Consultant shall provide administration of the construction contract as set forth
herein in the general or supplemental conditions of the contract for construction, and
the Consultant's assigned authority thereunder shall not be modified without the
Consultant's written consent.
2.7,3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the work, including percentage completed on a monthly basis, during the
Construction phase, After issuance of the work order to proceed with the work, all
of the City's instructions to its contractors shall be issued through the Consultant's
representative with approval by the City.
2.7.4 The Consultant shall visit the site at periodic intervals appropriate to the stage of
construction, or as is otherwise requested by the City, (not to exceed a maximum of
fifteen (15) visits throughout the period of the project), to become familiar with the
progress and quality of the work and to determine if the work is proceeding in
accordance with the contract documents, 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, deficiencies in the work of the Contractor. Upon discovery of
any defects or deficiencies the Consultant shall immediately notify the City's Project
Coordinator.
2.7.5 The Consultant shall not have control of or be in charge of and shall not be
responsible for construction means, methods, techniques, sequences or procedures,
or for safety precautions and programs in connection with the work, for the acts or
omissions of the Contractor, 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.
2,7.6 The Consultant shall at all times have access to the work wherever it is in
preparation or progress.
2.7.7 The Consultant shall determine tJ amounts owed to the Contractor based on
observations at the site and on etuations of the Contractor's applications for
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payment and shall issue certificates for payment in such amounts, as provided in the
contract documents, subject to City's approval.
2,7,8 The issuance of a certificate for payment shall constitute a representation by the
Consultant to the City, based on the Consultant's observations at the site as provided
in Subparagraph 2.7.4 and on the data comprising the Contractor's application for
payment, that, to the best of the Consultant's knowledge, information and belief, the
work has progressed to the point indicated; that, based on the Consultant's
observation of the work, the quality of the work is in accordance with the contract
documents (subject to an evaluation of the work for conformance with the contract
documents upon substantial completion, to the results of any subsequent tests
required by or performed under the contract documents, to minor deviations from
the contract documents correctable prior to completion, and to any specific
qualifications stated in the certificate for payment), and that the Contractor is
entitled to payment in the amount certified. However, the issuance of a certificate
for payment shall not be a representation that the Consultant has made any
examination to ascertain how and for what purpose the Contractor has used the
monies paid on account of the contract sum.
2.7,9 The Consultant shall be the interpreter of the requirements of the contract
documents and the judge of the performance thereunder by both the City and the
Contractor. 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.
2.7.10 Interpretations and decisions of the Consultant shall be consistent with the intent of
and reasonable inferable from the contract documents and shall be in written or
graphic form.
2.7.11 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.
2.7.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals such as Shop Drawings, Product Data, and Samples and other
submissions of the Contractor for conformance only with the design concept of the
work and with the information give in the contract documents. Such action shall be
taken with reasonable promptness so as to cause no delay. The Consultant's approval
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of a specific item shall not indicate approval of an assembly of which the item is a
component.
2.7.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the contract documents, and shall have authority to order minor
changes in the work not involving an adjustment in the contract sum or an extension
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.
2.7.14 The extent of the duties, responsibilities and limitations of authority of the
Consultant as the City's representative during the construction phase shall not be
modified or extended without written consent of the City Manager,
2.7.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports in their records, as required by law or the
contract documents for design,
2.7.16 The Consultant shall prepare a set of reproducible record drawings showing the
complete project as it is finally built (i.e" "as built" drawings) from information
collected by the Consultant from the contractor(s). These shall be similar in scale
and scope to the contract drawings but shall include all occurrences and instances
where the finished building differs from the contract drawings as a result of duly
approved changes made during the construction of the project. In that record
drawings are based on information provided by the Contractor(s), Consultant cannot
and does not warrant their accuracy.
2.7.17 Consultant shall conduct inspections to determine the Dates of Substantial and Final
Completion and shall issue a certificate for final payment by the Contractor under
the Contract Documents. The index and summary shall list each of the warranties,
indicating the term, conditions, and the purported legal enforcement and recourse
rights of the City as indicated by the language in the Warranty.
2.8 RESPONSIBILI1Y FOR CLAIMS AND LIABILITIES
2,8.1 Approval by the City shall not constitute nor be deemed a release of the
responsibility and liability of the Consultant, his employees, sub-contractors, agents
and consultants for the accuracy and competency of their designs, working drawings,
specifications or other documents and works; nor shall such approval be deemed to
be an assumption of such responsibility by the City for a defect or omission in
designs, working drawings, and specifications or other documents prepared by the
Consultant, his employees, sub-contractors, agents and consultants. However, the
Consultant shall be entitled to reply upon the accuracy and validity of decisions and
information furnished by the City.
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2,9 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the
site than is described in Paragraph 2.7 is advisable, such additional project
representation shall be provided and paid for as an Additional Service.
2,10 ADDITIONAL SERVICES
Unless specifically provided for in this Agreement, the following services are not
included in Basic Services. Any additional service 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 personal expense, as outlined in
Schedules Band C. Additional services will consist of the following services.
2.10.1 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.
2,10.2 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction
performed by the City.
2.10.3 Providing consultation concerning replacement of any work damaged by fire or other
cause during construction, and furnishing services as may be required in connection
with the replacement of such work.
2,10.4 Providing services made necessary by the default of the contractor, or by major
defects or deficiencies in the work of the Contractor, (provided Consultant promptly
notified the City of any such defects or deficiencies observed by Consultant) or by
failure of performance of either the City or Contractor under the contract for
construction.
2.10.5 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.
2.10.6 Preparing to serve or serving as an expert witness in cormection 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 established in Section
2.5.3.
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2.10,7 Preparing documents for change orders, or supplemental work initiated at the City's
request and outside the scope of the work specified in the construction documents,
after commencement of the construction phase.
2.10.8 Making revisions in Drawings, Specifications or other documents when such revisions
are inconsistent with written approvals or instructions previously given, are required
by the enactment or revision of codes, laws or regulations subsequent to the
preparation of such documents, If changes are required to be made because of error,
oversight, inadvertence, clarification or discrepancy in the work of the Consultant,
City shall not be liable to compensate Consultant for additional services in such
connection.
2,10.9 Providing consultation concerning replacement of a new project or damage by fire
or other cause during construction, and furnishing professional services the type set
forth herein as may be required in cormection with the replacement of such work.
2.10.10 Providing professional services made necessary by the default of any contractor
or sub-contractor in the performance of the construction contract.
2.10.11 Providing contract administration services during the construction phase, should
the construction contract time and working days be extended by more than ten
percent (10%) or a minimum of seven (7) days through no fault of the Consultant.
2.10.12 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 by mutual consent of the Consultant and the City.
2.10.13 Providing certified land surveys and similar information.
2.10.14 Providing such other professional services to the City relative to this Project
which arise from subsequent circumstances and causes (excluding circumstances and
causes resulting from error, inadvertence or omission of the Consultant) which do not
currently exist or which are not contemplated by the parties at the time executing this
agreement. Services provided for by this subsection must be approved by a City
Commission Resolution or by the City Manager before such services are rendered.
2.11 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:
2.11.1 The Consultant shall complete the Study Phase, Design and Construction Document
phases by April 30, 1995. The project must be bid, installed and complete no later
than 120 days upon commencement of the work following the final resolution of the
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undergrounding of utilities located within the project boundaries. All services shall
be provided in a manner that is consistent with the standard of professional skill and
care required by this Agreement and the orderly progress of the work. The
Consultant may submit to the City adjustments to this schedule made necessary by
undue time taken by the City to approve the Consultant's submissions, and/or
excessive time taken by the City to approve the work or parts of the work. The City
shall not unreasonably refuse to approve such adjustment to the time schedule if the
request is made in a timely manner and is fully justified. This schedule, when
approved by the City, shall not, except for reasonable cause, be exceeded by the
Consultant.
2,11.2 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 schedule, as 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 hi the RFLI and in 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 the site requirements.
3.2 The City shall establish a Construction Cost Budget for the Project, which may
include contingencies for bidding, changes in the work during construction, and other
costs which are the responsibility of the City, including those described in this Article
3 and in 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 in 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. The City shall
observe the procedure of issuing orders to its contractors 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 moneys
paid by or on behalf of the City.
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3.5 If the City observes or otherwise becomes aware of any fault of defect in the Project
or nonconformance with the contract documents, prompt written notice thereof shall
be given by the City to the Consultant.
3.6 The City shall furnish required information and services and render approvals and
decisions in writing as expeditiously as necessary for the orderly progress of the
Consultant's services and of the Work, No approvals required by City during the
various phases of the Project shall be unreasonably delayed or withheld; provided
that City shall at all times have the right to approve or reject the proposed
submission of Consultant on any reasonable basis.
ARTICLE 4.
CONSTRUCl'ION 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 designed or specified by the Consultant and approved by the
City as more completely defined in Article 1.8.
4.1.2 Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, materials testing services,
and surveys.
4.1.3 For work not constructed, 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, 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 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 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 (adjusted as
provided in Subparagraph 4.2.2) by more than five percent (5%), the City
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Commission or the City Manager shall in its sole discretion, have any of the following
options:
(1)
(2)
(3)
(4)
(5)
give written approval of an increase in the Construction Cost Budget,
reject all bids or proposals, authorize rebidding, or (if permissible) authorize
a renegotiation of the Project within a reasonable time,
abandon the project and terminate Consultant Services for the Project covered
by this Agreement,
select as many deductive alternatives as may be necessary to bring the award
within the construction cost budget, or
cooperate with the Consultant in reducing the project scope and quality and
construction schedule and sequence of work as required to reduce the
construction cost.
In the event the City elects to reduce the Project scope and quality, Consultant shall
provide such revisions to the construction documents and provide rebidding services,
as many times as requested by City, as a Basic Service, with no additional cost to the
City in order to bring the bids within five percent (5%) of Construction Cost Budget.
ARTICLE S.
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 Band 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, must be authorized in advance by
the City Manager or the City's Project Coordinator. Invoices or vouchers for
reimbursable expenses shall be submitted along with supporting receipts, and other
back-up material reasonably requested by City, by the Consultant to 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 Contract".
Expenses subject to reimbursement in accordance with the above procedures are as
follows:
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6.1.1 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable
but should be included in Basic Services.
6,1.2 If authorized in advance by the City Manager or the City's Project Coordinator,
expense of overtime work requiring higher than regular rates not caused by
Consultant or part of Consultant's Basic Services, special consulting services, if any,
or other services.
6,1.3 Expense of any additional insurance coverage or limits requested by the City in
excess of the insurance requirement set forth in Article 14.
6.1.4 Expense of transportation in connection with the Project; living expenses in
cormection with out-of-town travel; long distance communications; and fees paid for
securing approval of authorities having jurisdiction over the Project. Consultant shall
comply with the City's standards for reimbursable travel expenses, Travel within
Dade County shall not be reimbursable.
6.1.5 Expense of reproduction, postage and handling of drawings, specifications and other
documents, 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,
6.1.6 Aerial photography expenses and other photographic production expenses,
ARTICLE 7.
PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7.1.1 Payments for Basic Services shall be made monthly based upon work completed and
approved by the Project Coordinator, upon presentation and receipt of Consultant's
invoice or statement. Payments shall be made in proportion to the service performed
in each phase so that the payments for Basic Compensation for each phase shall
equal the following percentages of the Total Compensation payable: Study Phase -
15%; Design Phase - 20%; Construction Documents Phase - 40%; Bidding phase -
5%; Construction Phase - 20%.
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES
7,2,1 Payment on account of the Consultant's additional services as defined in Section 2.9
and for reimbursable expenses defined in Article 6 shall be made within forty-five
(45) days of presentation of the Consultant's detailed statement or invoice of services
23
rendered or expenses incurred which shall be rendered in duplicate to the City
Manager,
7.3 PROJECT SUSPENSION OR TERMINATION
7.3.1 Upon written notice to Consultant, the City shall have the right to suspend or
terminate the service called for in this Agreement. If the project is suspended or
abandoned in whole or in part for more than three (3) months, the Consultant shall
be compensated for all services performed prior to receipt of written notice from the
City of such suspension or such abandonment, together with reimbursable expenses
then due. If the project is resumed after being suspended for more than three (3)
months, the 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.
7.3,2 No deduction shall be made from the Consultant's Compensation on account of sums
withheld from payments to Contractors,
ARTICLE 8.
CONSULTANT'S ACCOUNTING RECORDS
8.1 Records of reimbursable expenses and expenses pertaining to additional services and
services performed on the basis of a multiple of direct personnel expense shall be
kept on the basis of generally accepted accounting principles and shall be available
to the City and the City's authorized representatives at mutually convenient times
and location.
ARTICLE 9.
OWNERSHIP AND USE OF DOCUMENTS
9,1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar
drafting film or the equivalent, with all lettering in ink or pencil or press-type and
clearly legible when the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracing, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall
become the property of the City upon the completion or termination of each project
and payment made of all amounts for the individual project due the Consultant. The
City agrees to indemnify and hold harmless the Consultant from any and all claims
arising from the reuse of said documents or projects other than the specific project
contemplated in the documents and by the parties and/or for completion of said
documents by others, unless Consultant is in default under the terms of this Contract.
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9,3 Upon completion of the construction of the project, Consultant shall, within ninety
(90) calendar days, following final inspection, deliver to the City the original contract
working drawings and tracings, or mylar or sepia prints (3 mil), correct to as built
conditions, and subject to Paragraph 2.6.16 to the City's Construction Coordinator,
including all changes made during the course of the project. Consultant shall deliver
the above documents to the City within thirty (30) days of termination of this
Agreement or termination or abandonment of the Project.
ARTICLE 10.
TERMINATION OF AGREEMENT
10,1 RlGTH TO TERMINATE
The City may terminate this Agreement for cause in the event that: (1) the
Consultant willfully violates any provisions of this Agreement or performs same in
bad faith, or (2) unreasonably delays the performance of the Services, upon notice
to the Consultant in writing seven (7) days prior to termination. Payment for Services
performed shall then be made in accordance with Article 10.3 herein. '
10.2 THE CITY, IN ADDmON TO THE RIGHTS AND OPTIONS TO TERMINATE
GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS
AGREEMENT, RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT
AT ITS SOLE OPTION AT ANY TIME FOR CONVENIENCE, WITHOUT
CAUSE AND WITHOUT PENALTY, WHEN IN ITS SOLE DISCRETION IT
DEEMS SUCH TERMINATION IS IN THE BEST INTEREST OF THE CITY.
PAYMENT FOR SERVICES SATISFACfORILY PERFORMED AND FOR
DELIVERY OF DOCUMENTS SHALL BE IN ACCORDANCE WITH ARTICLE
lOA HEREIN.
The Consultant may terminate this Agreement for cause in the event that the City,
acting through its Project Coordinator or otherwise, 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 10.3 herein. The Consultant shall have no right to terminate
this Agreement for convenience of the Consultant, without cause.
10.3 TERMINATION FOR CAUSE
In the event this Agreement is terminated by City for cause, the City, acting through
the City Manager, may take over the Services and complete them, by contracting with
another Consultant(s) or otherwise, and 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
25
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.
Payment for Services satisfactorily performed by the Consultant prior to receipt of
notice of Termination for Cause, and accepted by the City, shall be made in
accordance with Article 7.1 herein and City shall have no further liability for
compensation expenses or fees to Consultant, except as set out in Article 7.1.
Upon receipt of written notice of termination, the Consultant shall, when directed
by the City, promptly assemble and submit as provided herein or as required in the
written notice hereunder, all documents including drawings, calculations,
specifications, correspondence, and all other relevant materials affected by such
termination,
In the event of Termination for Cause, no payments to the Consultant shall be made:
(1) for Services not satisfactorily performed; and (2) for assembly of submittal of
documents for the Services performed satisfactorily or unsatisfactorily.
10.4 TERMINATION FOR CONVENIENCE NON-EXCLUSIVE PROVISIONS
In the event the City causes abandonment, termination or suspension of the
Consultant's Services or parts thereof without cause as provided in Article 10.1
herein, the Consultant shall be compensated for all Services rendered up to the time
of receipt of said abandonment, termination, or suspension, and for the assembly and
submittal to the City of affected documents for the Services performed shall be in
accordance with Article 7 herein and City shall have no further liability for
compensation expenses or fees to Consultant, except as set out in Article 7.1.
10,5 IMPLEMENTATION OF TERMINATION
In the event of termination either for cause or for convenience, the Consultant, upon
receipt of the notice of termination, shall: stop the performance of Services under
this Agreement on the date and to the extent specified in the notice of termination;
place no further orders or subcontracts except as may be necessary for completion
of any portion(s) of the Services not terminated, and as authorized by the written
notice; terminate all orders and subcontracts to the extent that they relate to the
performance of the Services terminated by the notice of termination; 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 complete performance of any Services as
shall not have been terminated by the notice of termination.
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10.6 NON.SOLICITATION
The Consultant warrants that it has not employed or retained any company or
person, other than an employee working solely for the Consultant, to solicit or secure
this Agreement: and that it has not paid, nor agreed to pay any company or other
person any fee, commission, gift or other consideration contingent upon the execution
of this Agreement. For breach or violation of this warranty, the City has the right
to annul 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 of Substantial Completion of the Work and
the issuance of the temporary certificate of occupancy, and as to any acts or failures
to act occurring after the relevant Date of Substantial Completion, not later than the
date of issuance of the final Certificate for Payment.
11.4 The City and the Consultant waive all rights against each other and against the
contractors, consultants, agents and employees of the other for damages covered by
any property insurance during construction as set forth in the current edition of AlA
Document A201, General Conditions of the Contract for Construction, current as of
the date of this agreement. The City and the Consultant each shall require
appropriate similar waivers form their contractors, consultants and agents.
11.5 The term of this Agreement shall commence upon execution of this Agreement and
conclude upon the completion of the project. Specific dates and an schedule will be
promtly developed and approved by the City..
ARTICLE 12.
EXTENT OF AGREEMENT
12.1 This Agreement represents the entire and integrated agreement between the City and
the Consultant and supersedes all prior negotiations, representations or agreements,
either written or oral.o
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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 GENERAL
The City shall compensate the Consultant for the scope of services provided, in
accordance with Article 7, Payments to the Consultant, and with the other terms and
conditions of this Agreement.
13.2 COMPENSATION FOR SERVICES
The Consultant shall be compensated for Basic Services, Additional Services and
Reimbursable Expenses on the basis set forth below:
13.2.1 The fee for Basic Services will be a fixed fee not to exceed 6% of the total
construction budget. Based on a construction budget of Six Hundred Sixty Thousand
($660,000) Dollars. This fee will not exceed $39,600 and be exclusive of
reimbursable expenses. Reimbursable expenses shall not exceed $400.
13.2.2 Any services not included in the provisions of this agreement and its conditions may
be carried out by the Consultant following written authorization by the City.
13.2.3 The hourly rate for compensation to the Consultant by the City for Additional
Services as defined in Article 13.2.2 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
"cn, as may be amended by written amendment, The term Additional Service
includes any 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.
13,3 For reimbursable expenses as described in Article 6, the Consultant shall be paid, up
to the reimbursable expense limit set forth in Service Order the exact amounts
expended by the Consultant and consultants in the interests 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.
13.4 Payments due the Consultant and unpaid under this Agreement will be considered
due forty-five (45) days from receipt by the City of a detailed statement or invoice
unless City contest an item or items set forth in the invoice.
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13.5 The City and the Consultant agree in accordance with the terms and conditions of
this Agreement that:
13.5.1 If the scope of the Project or the Consultant services is changed substantially and
materially as per Section 2.10, the amount of compensation shall be equitably
adjusted.
13.5,2 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 Consultants or
its consultants, the amounts of compensation, rates and multiples set forth herein
shall be adjusted upwards to compensate for changes in the cost of living by mutual
agreement of the parties on the unspent fee balance,
ARTICLE 14.
INSURANCE
The COnsultant shall comply throughout the term of this agreement with the
insurance stipulated herein, It is agreed by the parties that the Consultant shall not
commence with this project until proof of the following insurance coverage has been
furnished to the City. The Consultant will maintain in effect the following insurance
coverage:
(a) Architects and Engineers Professional liability Insurance in the amount of
Five Hundred Thousand ($500,000) Dollars per occurrence on a claims made
form.
(b) Comprehensive General liability Insurance in the amount of $1,000,000
Single limit Bodily Injury and Property Damage coverage for each
occurrence, which will include products, completed operations, and contractual
liability coverage. The City must be named as an additional insured on this
policy.
(c) Worker's compensation and employer's liability coverage within the statutory
limits of the State of Florida.
(d) Thirty (30) days prior written notice of cancellation or a substantial
modifications in the insurance coverage must be given by the Consultant to
the City Manager.
(e) The insurance must be furnished by an insurance company rated B+:VI or
better, or its equivalent, according to 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.
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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 Consultants sub-consultants, if any, 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.
ARBITRATION
16,1 All claims, disputes and other matters in question between the Consultant and the
City arising out of, or relating to this Agreement, the Project, the Work, the Contract
Documents or the breach thereof may, at the City's sole option, and only upon the
exercise of that sole option by the City, together or separately as the City sees fit, be
decided by arbitration in accordance with the Construction Industry Arbitration Rules
of the American Arbitration Association.
16.2 Any arbitration arising out of or relating to this Agreement, the Project, the Work,
the Contract Documents, or the breach thereof may include by consolidation, joinder
or in any other manner, at the City's sole option, any other entities or persons whom
the City believes to be substantially involved in a common question of fact or law.
In the event that more than one claim, dispute or other matter in question shall be
in existence at the same time, the City may at its sole option decide which of such
claims, disputes or other matters in question shall be arbitrated and which shall not
be arbitrated. Such decision shall be final and unappealable, and no arbitration shall
be authorized to consider, decide, or make any award on any claim or matter which
City has determined shall not be arbitrated.
16,3 In the event that the Consultant wishes to request arbitration of any claim, dispute
or other matter in question, the Consultant shall file a notice of demand for
arbitration in writing with the City specifically describing the claims, disputes and
other matters in question which the Consultant wishes to submit to arbitration. The
Consultant may not unilaterally elect arbitration or cause arbitration to occur. The
City has the sole discretion to decide whether or not any such claims, disputes, and
other matters shall be submitted for arbitration. If the City wishes to submit any
claim, dispute or other matter in question, whether or not it is the subject of a
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request for arbitration by the Consultant, the City shall file a notice of demand for
arbitration with the American Arbitration Association and with the Consultant.
16.4 The City shall have the right, but not the obligation, by so electing in its arbitration
demand, to invoke the following method of selection of arbitrators in lieu of that
otherwise provided by the American Arbitration Association Rules. If the City so
elects in its notice of demand for arbitration, the City may appoint one
party-appointed arbitrator in its notice of demand for arbitration. If the City does
so, the Consultant may, within ten (10) days, appoint a second party-appointed
arbitrator. These two party-appointed arbitrators shall, within thirty (30) days, or
such further time as may be agreed upon between the City and the Consultant,
appoint a third arbitrator. If the party-appointed arbitrators fail to appoint a third
arbitrator, the third arbitrator shall be appointed in accordance with the Construction
Industry Arbitration Rules of the American Arbitration Association.
16.5 The City may elect in its notice of demand for arbitration, to have the discovery
rights and procedures provided by the Florida Rules of Civil Procedure to be
available and enforceable within the arbitration proceeding.
16.6 In any case in which the City elects to submit a claim, dispute, or other matter in
question to arbitration as provided herein, the City shall, in its sole discretion, select
the locale for the arbitration. Any request or demand for arbitration hereunder shall
be made before the date when institution of legal or equitable proceedings based on
such claim, dispute or other matter in question would be barred by the applicable
statute of limitations.
16.7 This agreement to arbitrate shall be specifically enforceable by the City under the
prevailing arbitration law. Any award rendered by arbitrators shall be final and
enforceable by any party to the arbitration, and judgment may be rendered upon it
in accordance with applicable law in any court having jurisdiction thereof.
16,8 Consultant and City mutually agree to arbitrate under the terms and conditions
outlined in this Article. Consultant has included in the contract price to be paid on
this contract a sum of not less than ten dollars ($10.00) as compensation and
consideration for irrevocably offering the foregoing options and arbitration rights to
City. In further consideration for such irrevocable offer and grant of the foregoing
options and arbitration rights to it, City agrees that, notwithstanding its right and
discretion not to do so, it shall arbitrate, after the final completion of the work, any
claims which Consultant selects which total, in the aggregate, up to ten thousand
dollars ($10,000). City's obligation to arbitrate such claims totalling up to ten
thousand dollars ($10,000) shall be specifically enforceable by Consultant under the
prevailing arbitration law and any award rendered by the arbitrator(s) shall be final
and enforceable by any party to the arbitration, and judgment may be rendered upon
it in accordance with applicable law in any court having jurisdiction thereof.
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16,9 Unless otherwise agreed in writing, and notwithstanding any other rights or
obligations of either of the parties under any Contract Documents or agreements, the
Consultant shall carry on with the performance of its services and duties hereunder
during the pendency of any claim, dispute, other matter in question or arbitration or
other proceeding to resolve any claim, dispute or other matter in question, and the
City shall continue to make payments to the Consultant in accordance with the
Contract Documents, but the City shall be under no obligation to make payments to
the Consultant on or against such claims, disputes, or other matters in question,
during the pendency of any arbitration or other proceeding to resolve such claims,
disputes or other matters in question.
16.10 The City and Consultant agree to abide by the Arbitrator's recommendation as to
which party shall bear the costs of arbitration.
ARTICLE 17.
LIMITATION OF LIABILI1Y
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 as outlined in Paragraph 17.2 by the City of this Agreement, so that its
liability for any such breach never exceeds the amount of fee under any outstanding
Service Order. Consultant hereby expresses its willingness to enter into this
Agreement with Consultant's recovery from the City for any damage action for
breach of contract to be limited to a maximum amount of the fee set forth in the
Service Order, less the amount of all funds actually paid by the City to Consultant
pursuant to the Service Order.
17.2 Accordingly, and notwithstanding any other term or condition of this Agreement,
Consultant hereby agrees that the City shall not be liable to Consultant for damages
in an amount in excess of the amount of fee under any outstanding Service Order,
which amount shall be reduced by the amount actually paid by the City to Consultant
pursuant to the Service Order, for any action or claim for breach of contract arising
out of the performance or non performance of any obligations imposed upon the City
by this Agreement, except those damages due to the intentional tort or negligent act
or omission of the City (subject to the limitations of applicable law). 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 Florida
Statutes, Section 768.28.
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 contract. Neither party
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shall assign, sell, pledge or otherwise transfer this contract 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.
18.3 This Agreement shall be enforceable in Dade County, Florida, and if legal action is
necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein exclusive venue for the enforcement of same shall lie in Dade
County, Florida.
18.4 All written notices given to City by Consultant shall be addressed to the City
Manager, City of Miami Beach, 1700 Convention Center Drive, Miami Beach,
Florida 33139, with a copy to the City Attorney, 1700 Convention Center Drive,
Miami Beach, Florida 33139. AIl written notices from the City to the Consultant
shall be addressed to the Consultants, Rosenber Design Group/David M. Scully.
A.S.LA.lnc.. 12901 S.W. 71st Avenue. Miami. FL 33156, All notices mailed by
either party shall be deemed to be sufficiently transmitted if sent by certified mail,
return receipt requested.
18.5 With respect to the investigation, detection, abatement, replacement or removal of
products, materials or process containing asbestos, the Consultant hereby states, and
the Owner acknowledges that the Consultant has no professional liability (errors or
omissions) or other insurance, and is unable to reasonably obtain such insurance for
claims arising out of the performance of or failure to perform professional services,
including but not limited to the preparation of reports, designs, drawings, and
specifications involving such asbestos related matters. Accordingly, the Owner hereby
agrees to bring no claim of negligence, breach of contract, indemnity or otherwise
against the Consultant, his principals, employees, agents and consultants if such claim
in any way would involve the Consultant's services for the investigation of or
remedial work related to asbestos in the Project in the event asbestos is determined
by either the City or the Consultant to be present in the Project, the other party shall
be given notice and the City agrees to retain a specialist asbestos Consultant to
provide services relating to the asbestos.
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IN WITNESS WHEREOF, the parties hereto have hereunto caused these presents
to be signed in their names by their duly authorized officers and principals, attested by their
respective witnesses and City Clerk on the day and year first hereinabove written.
CITY OF MIAMI BEACH
By:
MAYOR
ArrEST:
CITY CLERK
CONSULTANT:
Edward D. Stone, Jr. and Associates
By:
(Signature)
(Type Name of Person Signing)
WITNESS:
(Signature)
CORPORAlESEAL
(Type Name of Person Signing)
~Wi\kcvin\.ton..agr
34
FORM APPROVED
LEGAL DEPT.
By~
Date Z - 10. '7 ;:,.-"
~-._-,
SCHEDULE "A"
CITY OF MIAMI BEACH CONSULTANT SERVICE ORDER
Service Order No..2.. for Consulting Services
TO: ROSENBERG DESIGN GROUP /DA VID M. SCULLY. AS.LA. INC.
12901 S.W. 71st Avenue
Miami. FL 33156
DATE:
Pursuant to the Agreement between City of Miami Beach and Rosenberg Design
Group/David M. Scully, AS.LA, Inc" for VARIOUS CITY CAPITAL PROJECfS
WHERE BASIC CONSTRUCTION COST EXCEEDS $500,000, you are directed to
provide the following services (describe services):
Project Name and No,: PALM/HIBISCUS ISLANDS LANDSCAPE RENOVATION
PROJECf. Work Order No. 2120
Calendar days to complete this work (from date of issue):
Phase 1: Study Phase, Design and Construction Document Phases 70 days
Phase 2: Construction/Contract Administration 120 days following resolution
of utilities issue
Estimated Construction Cost
Fee for this Service Order
$ 660,000
$ 40,000
The above fee is a lump sum · . or Upset limit
, (check one)
Basic Service: $39.500 Additional Service:
Reimbursable Expense: ~
ACCEPTED:
Project Coordinator
Consultant
KS/ls
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SCHEDULE "8"
CONSULTANT COMPENSATION RATES ADDITIONAL SERVICES
Detail rates, including overhead and profit for hourly rates of personnel:
Principals
Senior Architect
Draftsperson
Secretary & Junior Darftsperson
Consultants
$1l0.oo/per hour
$ 80.oo/per hour
$ 55.00/per hour
$ 40,OO/per hour
1.1 times rate charged to Architect (see Schedule C)
SCHEDULE "C"
SUB-CONSULTANT HOURLY COMPENSATION RATES
Civil/Structural Eneineerinll
Principal Engineer
Engineer
Drafting-Designer
Field Supervision
Clerical
Surveyinll
3-man Survey Crew
Drafting
Professional Engineer
Electrical-Mechanical Eneineer
Principal Engineer
Engineer
Designer
Drafter
Clerical
$75.00
$65.00
$45.00
$60,00
$25.00
$70.00
$25,00
$65.00
$75.00
$65.00
$45.00
$40.00
$25.00
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