97-22479 RESO
RESOLUTION NO. 97-22479
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AGREEMENTS WITH THE FIRMS OF BERMELLO, AJAMIL &
PARTNERS, INC.; CARR SMITH ASSOCIATES; AND REG ARCHITECTS, INC.;
RESPECTIVELY, ALL PURSUANT TO RFLI NUMBER 11-96/97 TO PROVIDE
PROFESSIONAL ARCHITECTURAL/ENGINEERING SERVICES FOR THE
PARKS AND RECREATION MASTER PLAN.
WHEREAS, on November 8, 1994, the citizens of Miami Beach approved the issuance of $15 million in
General Obligation Bonds for Parks; and
WHEREAS, a comprehensive Master Plan detailing proposed improvements for several of the City's parks
was prepared by Bermello, Ajamil & Partners, Inc. in cooperation with the Mayor and City Commission, the
Administration, Recreational Facilities and Parks Advisory Board, Youth Center Advisory Board, and the community
at large; and
WHEREAS, the City subsequently issued RFLI Number 11-96/97 seeking professional services of
architectural/engineering firms to provide design services, construction and bidding documents, construction
observation, project administration, scheduling and cost estimating for parks included in the Master Plan Project; and
WHEREAS, 191 notices specification packages were mailed resulting in responses from six firms; and
WHEREAS, on January 16, 1997, an Evaluation Committee interviewed all six firms and unanimously
recommended the City Manager negotiate contacts with the three top ranked firms ofBermello, Ajamil & Partners, Inc.;
Carr Smith Associates; and REG Architects; and
WHEREAS, on February 5, 1997, the Mayor and City Commission approved the request to accept the ranking
of proposals received and authorized the Administration to enter into negotiations with the three top ranked firms, as
recommended by the City Manager; and
WHEREAS, based on the negotiations the Administration and the three top ranked firms of Bermello, Ajamil
& Partners, Inc.; Carr. Smith Associates; and REG Architects; respectively, have successfully negotiated the attached
three Agreements for the provision of professional architectural/engineering services for the Park and Recreation Master
Plan design.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYQR AND CITY COMMISSION OF
THE CITY OF MIAMI BEACH, FLORIDA, that the Mayor and City Commission hereby authorize the Mayor and
City Clerk to execute the attached Agreements between the City and the firms of Bermello, Ajamil & Partners, Inc.; Carr
Smith Associates; and REG Architects; respectively, to provide professional architectural/ engineering services for the
Park and Recreation Master Plan Design.
PASSED and ADOPTED this16thday of July, 1997.
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JZTk~ P ~
CITY CLERK
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
VICE MAYOR
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CITY 0 F
M I A M I
BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
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COMMISSION MEMORANDUM NO. ~l
TO:
FROM:
Mayor Seymour Gelber and DATE: July 16, 1997
Members of the City Commission
Jose Garcia_pedrosa/!!
City Manager
A RESOLUTION 0 HE MAYOR AND CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, APPROVING AND AUTHORIZING THE MAYOR AND CITY CLERK
TO EXECUTE AGREEMENTS WITH THE FIRMS OF BERMELLO, AJAMIL &
PARTNERS, INe., CARR SMITH ASSOCIATES, AND REG ARCHITECTS, INe.,
PURSUANT TO RFLI NUMBER 11-96/97 TO PROVIDE PROFESSIONAL
ARCHITECTURAUENGINEERING SERVICES FOR THE PARKS AND RECREATION
MASTER PLAN DESIGN.
SUBJECT:
ADMINISTRATION RECOMMENDATION:
Approve the Resolution.
BACKGROUND:
On November 8, 1994 the citizens of Miami Beach approved the issuance of $15 million in general obligation bonds
for park improvements. A Master Plan was prepared by Bermello, Ajamil & Partners, Inc. in cooperation with the City
Commission, the Administration, Recreational Facilities and Parks Advisory Board, the Youth Center Advisory Board,
and the community. The Master Plan addresses the needs of twenty parks of various sizes, and improvements for the
Boardwalk and bikeways.
The City of Miami Beach issued RFLI Number 11-96/97 seeking the professional services of an architectural/engineering
firm or firms to provide design services, construction and bidding documents, construction observation, project
administration, scheduling, and cost estimating for this project. Important aspects considered were standardization of
furnishings, materials and equipment; assisting the City in pre-purchasing many typical items in order to minimize
facilities' operational disruptions.
One-hundred ninety-one notices and thirty-nine specification packages were mailed, and the RFP was advertised in the
Daily Business Review and Internet, resulting in responses from the following six firms:
Bermello, Ajamil & Partners, Inc.
Carr Smith Associates
Gambach-Sklar, Inc.
Giller & Giller, Inc.
Post, Buckley, Schuh & Jernigan, Inc.
REG Architects, Inc.
Oral presentations were heard by a Evaluation Committee on January 16, 1997. Some of the key factors which were
considered during the evaluation process were past experience in design and engineering of parks and recreational
facilities, the current and projected workloads of the firms, design sensitivity to the Miami Beach area, and the
qualifications and experience of the firm's staff members.
AGENDA ITEM
c.,p
DATE~
COMMISSION MEMO
PROFESSIONAL ARCHITECTURAUENGINEERING SERVICES
JULY 16, 1997 PAGE 2
The Evaluation Committee voted unanimously to split this project into three groups of sites, and to recommend contract
negotiations with the three top-ranked firms of Bermello, Ajamil & Partners, Carr Smith Associates, and REG Architects.
The Committee further recommended the work scope related to the program scheduling and bulk purchasing of
furnishings, fixtures and equipment be awarded to a single firm. The Evaluation Committee's recommendations were
then forwarded to the City Manager who analyzed them, and ultimately made his recommendations to the City
Commission.
The Commission approved a request to accept the rankings of the proposals received and authorized the Administration
to enter into negotiations with the three top ranked firms, as recommended by the City Manager.
ANALYSIS:
On going contract negotiations were conducted with the recommended firms. Following are the agreed upon salient
points of each contract.
GROUP A - BERMELLO. AJAMIL & PARTNERS. INC.
This group of sites consists of Lummus Park, North Shore Park, North Shore Open Space Park, South Pointe
Park, Pine Tree Park, the Parks Maintenance Facility, and the Bikeways, with an estimated construction cost
of $4,886,855. Most of these parks are considered regional, with multiple facilities and visitors from outside
their neighborhoods, and all require considerable landscaping design.
FINAL
SERVICE COMPONENT ORIGINAL NEGOTIATED NOTES
SUBMISSION FEE
Basic Services $ 516,363 $ 352,392
(Includes 12 Community Meetings) (10.56%) (7.2%)
Program Management & Coordination $ 120,825 $ 72,125 ]
of Scheduling
Furnishing, Fixtures and Equipment $ 37,200 $ 10,000 2
Specifications Development
Surveying $ 78,000 $ 30,000 3
Environmental Permitting $ 49,912 $ 25,000 3
Reimbursables Not Stated $ 15,000 3
Grand T otaI: $802,300 $504,517
Notes:
1. Bermello, Ajamil & Partners, Inc. will be responsible for the overall coordination and monitoring of all architectural
firms working on the entire bond project. Its responsibilities will include but not be limited to the tracking of project
schedules, budgeting, and program development.
2. All firms will be responsible for making their recommendations for standardized items such as lighting, playground
equipment, park tables, benches, trash receptacles, signage, drinking fountains, etc. Following the City's selections of
each type of item, Bermello, Ajamil & Partners, Inc. will be responsible for the development of bid specifications for
each selected item.
3. This is a "Not to Exceed Amount" to be paid based on invoices submitted by the architect.
COMMISSION MEMO
PROFESSIONAL ARCHITECTURAUENGINEERING SERVICES
JULY 16, 1997 PAGE 3
GROUP B - CARR SMITH ASSOCIATES
This group of sites consists of the Scott Rakow Youth Center, Flamingo Park, and Normandy Park, with an
estimated construction cost of $4,993,181. Each of these sites will require specialized consultant services for
the proposed work on the swimming pools and ice rink facility.
Carr Smith Associates, a multi-disciplinary architectural, engineering, planning and construction consulting
firm, has teamed with the following sub-consultants: Rosenberg Design Group for landscape architecture and
irrigation, Fraga Engineers for mechanical, electrical and plumbing engineering, Kehler Engineers, Inc. as pool
specialists, Stansson Studio, Inc. for urban signage and streetscape, E.R. Brownell and Associates for
surveying, and CES for construction cost estimating services. The firm of Fraga Engineers has provided
consulting services at the Miami Arena for the Panthers' ice rink and is currently serving as consultant for the
new arena ice rink being built in Broward County.
FINAL
ORIGINAL NEGOTIATED NOTES
SERVICE COMPONENT SUBMISSION FEE
Basic Services $ 701,996 $499,318
(Includes 12 Community Meetings) (14.0%) (10.0%)
Program Management & Coordination $ 299,929 $ -0- I
of Scheduling
Furnishing, Fixtures and Equipment Not Clearly $ -0- 1
Specifications Development Stated N/A
Surveying $ 13,500 $ 13,500 2
Environmental Permitting /Testing $ 8,250 $ 8,250 2
Reimbursables $ 30,000 $ 15,000 2
Grand Total: $1,053,675 $536,068
Notes:
I. Recommend award of this service component to Bermello, Ajamil & Partners, Inc.
2. This is a "Not to Exceed Amount" to be paid based on invoices submitted by the architect.
COMMISSION MEMO
PROFESSIONAL ARCHITECTURAUENGINEERING SERVICES
JULY 16, 1997 PAGE 4
GROUP C - REG ARCHITECTS. INe.
This group of sites consists mostly of the smaller neighborhood parks - Stillwater, Tatum, Crespi, Fairway, La
Gorce, Fisher, Muss, Island View, Palm Island, South Shore Community Center, and Washington Park, with
an estimated construction cost of $2.6 million.
REG Architects, Inc. has provided architectural services for more than 10 parks and recreation facilities valued
at over $20 million since 1988. They have submitted a proposal with the following sub-consultants: Urban
Resource Group for urban planning, streetscape, and landscape architecture services, and CRA Clarke, Inc. for
structural engineering support.
This team's past similar experience includes services performed for the West Jupiter Community Center,
Riverbend Park, Carlin Park, Jupiter Beach Pavilions, Northwood Community Center, the Amphitheater and
Town Center for City of West Palm Beach, Vedado Park Community Center, Mar-A-Lago Club Tennis & Spa
Facilities, Lake Charleston Park, and many other projects with facilities similar to those proposed in the
neighborhood parks of Miami Beach.
FINAL
ORIGINAL NEGOTIATED FEE NOTES
SERVICE COMPONENT SUBMISSION
Basic Services $251,441 $208,000
(Includes 12 Community Meetings) (9.7%) (8.0%)
Program Management & Coordination $231,400 $ -0- I
of Scheduling N/A
Furnishing, Fixtures and Equipment $ 44,000 $ -0- I
Specifications Development N/A
Surveying Not Clearly $ 16,500 2
Stated
Environmental Permitting ffesting N/A N/A
Reimbursables $ 16,640 $ 10,000 2
Grand Total: $543,481 $234,500
Notes:
I. Recommend award of this service component to Bermello, Ajamil & Partners, Inc.
2. This is a "Not to Exceed Amount" to be paid based on invoices submitted by the architect.
In addition to all standard architectural services to be provided as stipulated, each firm has agreed to charge a fee at the
established percentage rates for any work that may be added to their existing contract due to the identification of
additional funds. Such funding may include the Dade County Safe Neighborhoods Parks Bond, Federal or State grants,
or any other source secured by the City of Miami Beach.
CONCLUSION:
Approve the Resolution.
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AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
BERMELLO-AJAMIL & PARTNERS
FOR
PARKS MASTER PLAN BOND PROGRAM SITES
NORTH SHORE PARK, NORTH SHORE OPEN SPACE, PINETREE PARK, PARKS
MAINTENANCE FACILITY, LUMMUS PARK, SOUTH POINTE PARK
I
TABLE OF CONTENTS
PAGE No.
ARTICLE I. DEFINITIONS: DUTIES AND RESPONSIBILITIES 5
1.1 CITY 5
1.2 CITY COMMISSION 5
1.3 CITY M,ANAGER 5
1.4 CONSULTANT 6
1.5 BASIC SERVICES 7
1.6 THE PROJECTS 7
1.7 PROJECTS COST 7
1.7.1 PROJECTS SCOPE 7
1.7.2 CONSTRUCTION COST BUDGET 7
1.8 FORCE MAJEURE 8
1.9 CONTRACTOR 8
1.10 CONTRACT FOR CONSTRUCTION 8
1.11 CONSTRUCTION DOCUMENTS 8
1.12 CHANGE ORDER 8
1.13 ADDITIONAL SERVICES 8
1.14 WORK 9
1.15 BASE BID 9
1.16 SCHEDULES 9
1.17 UPSET LIMIT 9
ARTICLE 2. BASIC SERVICES 9
2.1 GENERAL 9
2.2 BASIC SERVICES 9
2.3 SCHEMATIC DESIGN 9
2.4 DESIGN DEVELOPMENT PHASE 10
2.5 CONSTRUCTION DOCUMENTS PHASE II
2.6 BIDDING OR NEGOTIATION PHASE 12
2.7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12
2.8 PROGRAM COORDINATION, SCHEDULING AND BUDGETING 15
2.9 EARL Y BID PACKAGING 15
2.10 SURVEYING 15
2.12 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 16
2.13 ADDITIONAL FIELD REPRESENTATION 16
2.14 ADDITIONAL SERVICES 16
2.15 TIME 17
ARTICLE 3. THE CITY'S RESPONSIBILITIES 18
2
PAGE No.
ARTICLE 4. CONSTRUCTION COST 19
4.1 DEFINITION 19
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 19
ARTICLE 5. DIRECT PERSONNEL EXPENSES 19
ARTICLE 6. REIMBURSABLE EXPENSES 20
ARTICLE 7. PAYMENTS TO THE CONSULTANT 20
7.1 PA YMENTS ON ACCOUNT OF BASIC SERVICES 20
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 21
7.3 PROJECTS SUSPENSION OR TERMINATION 21
ARTICLE 8. CONSULTANT'S ACCOUNTING RECORDS 21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 22
10.1 RIGHT TO TERMINATION 22
10.2 DEF AUL T AND TERMINATION FOR CAUSE 22
10.3 IMPLEMENTATION OF TERMINATION 23
lOA TERMINATION FOR CONVENIENCE 23
10.5 NON-SOLICITATION 24
ARTICLE 11. MISCELLANEOUS PROVISIONS 24
ARTICLE 12. EXTENT OF AGREEMENT 24
ARTICLE 13. INSURANCE 25
ARTICLE 14. INDEMNIFICATION 25
ARTICLE 15. VENUE 25
ARTICLE 16. LIMIT A TION OF LIABILITY 26
ARTICLE 17. ADDITIONAL CONDITIONS 26
SCHEDULE "A" - PARKS MASTER PLAN BOND PROGRAM
28
SCHEDULE "B" - CONSULTANT BASIC SERVICES
AGREEMENT
29
3
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
FOR
PROFESSIONAL SERVICES FOR
PARKS MASTER PLAN BOND PROGRAM SITES
NORTH SHORE PARK, NORTH SHORE OPEN SPACE, PINETREE PARK,
PARKS MAINTENANCE FACILITY, LUMMUS PARK, SOUTH POINTE PARK
THIS AGREEMENT made and entered into this 16th day of July , 1997 by and between
the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of
Florida (hereinafter referred to as "City"), having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida and BERMELLO-AJAMIL & PARTNERS, a Florida corporation,
whose address is 2601 South Bayshore Drive. Miami. Florida 33133 (hereinafter referred to as
"Consultant").
WIT N E SSE T H:
WHEREAS, the City intends to implement a Parks Master Plan Bond Program within the
City of Miami Beach, which includes several Projects in several City parks, and wishes to engage
the Consultant for the various Projects 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 these Projects, as more
particularly hereinafter set forth, for studies, design, preparation of Construction Documents and
construction administration services, all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the mutual covenants and
agreements herein contained, agree as follows:
4
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES
1.1 CITY
The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. The City, as a
governmental entity, is subject to the availability of funds and appropriation of funds by its
legislative body and other governmental authorities or sources of revenue, in an amount to allow
continuation of its performance under this Agreement. In the event of lack of funding for this
Agreement or this Projects, this Agreement may be terminated by the City pursuant to the procedure
set forth in Article 10.
1.2 CITY COMMISSION
"City Commission" shall mean the governing and legislative body of the City. The City
Commission shall be the final authority to do or to approve the following actions or conduct by
passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, commen,t upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 All City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
1.2.4 The City Commission shall review, approve, disapprove or otherwise comment upon
the Consultant's Design and Construction Documents after they are submitted to the City by the
Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision of the City
Manager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum of ten thousand dollars ($1 0,000) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER
The "City Manager" shall mean the chief administrative officer of the City. The City
Manager shall be construed to include any duly authorized designees, including a Construction
Manager, and shall serve as the City's representative to whom administrative requests for approvals
5
shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the
Commission) to the Consultant. These authorizations shall include, without limitation: reviewing,
approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and
other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted towards payment 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 2.1 herein. The City Manager may consider, comment
upon or approve modifications in accordance with applicable laws and ordi~ances.
1.3.3 The City Manager may approve change orders which do not exceed the sum often
thousand dollars ($1 0,000) (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 CONSULTANT
The "Consultant" is herein defined as BERMELLO-AJAMIL & PARTNERS, a Florida
Corporation, whose address is 2601 South Bayshore Drive. Miami. Florida 33133.
1.4.1 All architects required by the needs of these Projects 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 these Projects 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 these Projects 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.
1.4.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the direction or control of Consultant.
6
1.5 BASIC SERVICES
"Basic Services" shall include the professional services of normal planning architectural,
structural, mechanicaVelectrical, civil engineering, scheduling, land surveying and parks equipment
selection services for the design, preparation of Construction Documents and administration of the
Construction Contract for the Projects hereunder.
1.6 THE PROJECTS
Parks Master Plan Bond Program Projects which include North Shore Park, North Shore
Open Space, Pinetree Park, Parks Maintenance Facility, Lummus Park, South Pointe Park.
1.6.1 PROJECTS COST
The "Projects Cost", shall be the total construction cost of each parks Projects to the City as
established in the Parks Master Plan Bond Program and as already submitted to the Consultant and
approved by the City. Said Parks Program is attached hereto and incorporated herein as Schedule
B
Each Parks Master Plan Bond Program Project in this Agreement shflll require statements
of probable cost prior to bidding.
Should construction cost 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 construction bid proposal.
1.6.2 PROJECTS SCOPE
Projects' scope has been established in the Parks Master Plan Bond Program already
provided to the Consultant for the subject parks.
1.7 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for the Projects shall be as determined in the Parks Master
Plan Bond Program cost estimates and is the total cost to the City of all elements of the Projects
designed or specified by the Consultant and approved by the City, including at current market rates
(with a reasonable allowance for overhead and profit), the cost of labor and materials and any
equipment which has been designed, specified, selected or specifically provided for by the
Consultant and approved by"the City, and including a contingency allowance for unforeseen
conditions but not to exceed twenty percent (20%) of the Construction Cost but not including the
compensation of the Consultant and the Consultant's consultants, rights-of-way, the cost ofland, and
surveys.
1.7.1 The Construction Cost Budget, as established by the City, shall not be exceeded
absent fully justifiable and extraordinary and unforeseen circumstances, such as force majeure,
which is beyond the control of the parties and which in any event shall be subject to prior City
Commission and/or City Manager approval by passage of an enabling resolution and amendments
to the appropriate agreements relative to these projects prior to any modification of the construction
7
costs due to force majeure. Provided further, however, that even in the event of a force majeure as
defined in Article 1.8, the City shall have no obligation to exceed the Construction Cost Budget
limitations established herein and, if such budget is exceeded, the City may, at its sole option and
discretion, terminate this Agreement without further liability to the City.
1.8 FORCE MAJEURE
"Force Majeure" shall mean any delay 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 Projects, or other causes beyond the Consultant's control or by any other
such causes which the Consultant and the City Commission decide in writing justify the delay.
Provided, however, that market conditions, labor conditions, construction industry price trends and
similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.
1.9 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or entities resp~nsible for performing
the construction work or providing the materials, supplies and equipment identified in the bid and
Construction Documents for the Projects.
1.10 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean the contract with Contractor(s).
1.11 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans, specifications, drawings, documents
and diagrams submitted by the Consultant pursuant to Article 2.5 and approved by the City.
1.12 CHANGE ORDER
"Change order" shall mean the written order to the Projects Manager approved by the City
as specified in this Agreement and signed by the City's duly authorized representative, authorizing
a change in the Projects or the method and manner of performance thereof or an adjustment in the
fees or completion dates, as applicable. Change orders shall only be approved by the City
Commission, if they exceed ten thousand dollars ($10,000) or the City Manager if they are ten
thousand dollars ($10,000) or less in amount (or other such amount as may be specified by the City
of Miami Beach Purchasing Ordinance, as amended). Even for change orders for less than ten
thousand ($10,000) the City Manager shall retain the right to seek and obtain concurrence of the City
Commission for the approval of any such change order.
1.13 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Article 2.11 herein, which have
been duly authorized in writing by the City Manager.
8
1.14 WORK
"Work" shall mean all of the work to be performed on the Projects pursuant to this
Agreement and the Construction and Bid documents.
1.15 BASE BID
"Base Bid" shall mean the elements contained in the Construction Documents recommended
by the Consultant and approved by the City as being within the Construction Cost Budget pursuant
to the Statement of Probable Construction Cost provided by Consultant "Base Bid" shall not include
"Additive Alternates" or "Deductive Alternates".
1.16 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred to in
the Agreement, and are as follows:
Schedule A - The Parks Master Plan Bond Program, as submitted to the Consultant and
approved by the City.
Schedule B - The schedule of compensation for the Consultant for Basic and Additional
Services, as submitted by the Consultant and approved by the City.
1.17 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the maximum Cumulative fee allowable
under the Service Order, which the Consultant shall not exceed without specific written
authorization. The Upset Limit is not a guaranteed maximum cost for the Scope of Work set forth
in the Service Order.
ARTICLE 2. BASIC SERVICES
2.1 Consultant shall provide Basic Services and/or Additional Services for the various
Projects listed hereunder. The work for each Project will be performed by the Consultant upon
receipt of a written notice to proceed issued by the City of Miami Beach Purchasing Agent. The
Notice to Proceed shall contain a description of the work required (Scope of Work), an agreed lump
sum fee, reimbursable expenses, the Construction Cost Budget for the Projects, and a start and
completion date for the Projects. Consultant shall countersign the Service Order.
2.2 Consultant's Basic Services shall consist of the six phases described in Article 2.3
through 2.8 and include normal planning, architectural, structural, civil, scheduling, land surveying,
parks equipment selection and mechanical/electrical engineering services.
2.3 SCHEMATIC DESIGN PHASE
Consultant shall confer with representatives of the City to ascertain the requirements of the
Projects and shall review and confirm the understanding of these requirements and other design
parameters with the City.
9
2.3.1 Consultant shall provide a preliminary evaluation of the City's program, schedule and
Projects budget requirements, each in terms of the other.
2.3.2 Consultant shall review with the City alternative approaches to design and
construction of the Projects.
2.3.3 Consultant shall prepare, for approval by the City, Schematic Design Documents
consisting of drawings ~d site and floor plans, elevations, Articles, etc., as required, to show the
scale and relationship of the components and the design concept of the whole. Floor plans may be
single-line diagrams; window locations are not required. A simple perspective rendering of sketch,
model, or photograph thereof may be provided to further show the design concept.
2.3.4 Consultant shall submit to the City verification that the estimate of Construction Cost
stated in the Parks Master Plan Bond Program is still valid and that it reflects the Consultant's
estimate of costs for the Projects. The preliminary estimate of Construction Cost shall include a
summary of the estimated cost of the building(s), including fixed equipment, construction
contingency allowance; movable equipment (if any), utility service extensions, comprising a brief
description of the basis for such estimated costs, with costs adjusted to the projected bid date, and
a preliminary evaluation of the Building Program and the allocated construction funds in terms of
each other.
2.3.5 Consultant shall be specifically responsible for the following in connection with this
Schematic Design Phase:
I. Review the City's program and comment.
2. Prepare the Schematic Design Documents.
3. Present the Schematic Design to the City.
4. Coordinate other sub-consultants if required, for conformance with applicable
building codes, regulations, and budgets, as directed by the Consultant's architect.
5. A number of community and public involvement meetings, as determined and
coordinated by the City, and as deemed necessary by the City, to present conceptual design and
address public concerns and issues.
2.4 DESIGN DEVELOPMENT PHASE
Based on the approved Schematic Design Documents and any adjustments authorized by the
City, the Consultant shall prepare, for approval by the City, Design Development Documents
consisting of drawings, outline specifications and other documents to fix and describe the size and
character of the Projects as to architectural, structural, mechanical and electrical systems, and
construction finish materials, and such other elements as may be appropriate.
2.4.1 The Consultant shall advise the City of any adjustments to the estimated Construction
Cost Budget. If the adjustments exceed the total allocated funds for the Projects, the appropriate cost
or scope reduction recommendations must be included solely at the Consultant's expense.
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2.4.2 Consultant will be specifically responsible for the following in connection with this
Design Development Phase:
I. Prepare Design Development Drawings, based on the approved Schematic Design,
necessary to fix and describe the size and character of the overall Projects as to basic architectural,
structural, mechanical and electrical systems, materials and such other elements as may be
appropriate;
2. Coordinate with the engineers, and other consultants, and conform with applicable
building codes and regulation, as directed by the Consultant;
3. Respond to the City's request for design adjustments based on cost estimates during
this phase; and
4. Participate in a number of presentations, as determined and coordinated by the City,
as required for review and approvals from regulatory bodies, and as deemed necessary by the City,
for community and public involvement.
2.5 CONSTRUCTION DOCUMENTS PHASE
2.5.1 Based on the approved Design Documents, 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. Also, all final Construction Documents shall be
provided in disk format for AUTOCAD version 13. Consultant shall also file with the City's
Construction Manager at said time, the following items: (a) four (4) copies of the Statement of
Probable Construction Cost; (b) four (4) unbound copies of advertisement for bids; and (c) four (4)
unbound copies of the bid proposals. Consultant shall also provide City with one (I) additional set
of Construction Documents at approximately fifty percent (50%) completion approximately ninety
(90) days prior to the date for delivery of the three (3) copies of 100% complete Construction
Documents and one (I) additional set of Construction Documents at approximately ninety (90%)
completion approximately thirty (30) days prior to the date of delivery of the one hundred (100%)
Documents for review by the City's Construction Manager and comment by City's Building
Department. Should additional sets be required, Consultant will be reimbursed for the actual cost
of reproduction, upon approval in advance by the City.
2.5.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period, as approved by the City Manager.
The entire Projects 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
Projects, including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
In addition to complying with all other applicable codes, the Projects shall comply with, and
the Construction Documents shall fully set forth any requirements as necessary for the Projects to
fully comply with all applicable provisions of the Florida Accessibility Code (Sections 553.501-
II
553.513 Florida Statutes [1993]) and the American with Disabilities Act Accessibility Guidelines
(ADAAG), both separately and jointly.
All prerequisites for obtaining the necessary approvals and permits shall be the sole
responsibility of the Consultant. Prior to the advertisement for bids, Consultant shall also assist the
City in obtaining all necessary local, state and federal permits, as may be required for construction
of the Projects.
2.5.3 The Consultant expressly agrees that all of its duties, services and responsibilities
under this Agreement and all of its consultant's duties, services and responsibilities, shall be
performed in accordance with the standard of care normally exercised in the design of Projects of
this nature in South Florida. "Standard of Care" includes an analysis of visible site field conditions
prior to initiating Projects design.
2.5.4 The Consultant agrees that the Construction Documents provided to the contractor
for the work under the Agreement shall be adequate and sufficient for the construction of the work.
2.6 BIDDING OR NEGOTIATION PHASE
2.6.1 The Consultant, following the City's approval of the Construct~on Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining and evaluating
lump sum bids with or without the Additional and/or Deductive Alternatives, assist the City in the
evaluation and determination leading up to the awarding, and advise the City in the preparation of
the contract for construction.
2.6.2 Consultant shall be required to tabulate all bids received. Within five (5) working
days thereafter, the Consultant shall submit in writing to the City's Construction Manager, its
recommendations for the award or rejection of the Construction Contract, together with two (2) sets
of the bid tabulations to be reviewed by the City.
2.7 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRA TION OF THE CONSTRUCTION CONTRACT
2.7.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for the Projects
under this Agreement, 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 Construction Manager will
be the City's representative on the Projects construction site, but the presence of this Construction
Manager shall in no way diminish any of the Consultant's duties and obligations as described in this
Agreement.
Any and all changes which would result in an increase of compensation to the Consultant
must be approved by the City Commission, or by the City Manager, if such change is less than 10
thousand dollars ($10,000.00). The City's Construction Manager shall be considered to be on the
Projects site for the benefit and protection of the City. The Consultant shall have no right to rely
on the Construction Manager for assurances or advice regarding work which is the sole
responsibility of the Consultant. The Consultant and the City's Construction Manager will hold
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regular site meetings on at least a twice a month basis between themselves, the Contractor and the
various subcontractors, as is appropriate.
2.7.2 The Consultant shall provide administration of the Construction Contract as set forth
herein in the general or supplemental conditions of the Contract, and the Consultant's assigned
authority thereunder shall not be modified without the Consultant's written consent.
2.7.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the work order to proceed with the work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.7.4 The Consultant shall visit the site at periodic intervals appropriate to the stage of
construction, or as is otherwise requested by the City to become familiar with the progress and
quality of the work and to determine 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 discovery of
any defects or deficiencies the Consultant shall immediately notify the City's Gonstruction Manager.
2.7.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the work, or for failure of
any of them to carry out the work in accordance with the Construction Documents.
2.7.6 The Consultant shall at all times have access to the work wherever it is in preparation
or progress.
2.7.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
issue certificates for payment in such amounts, as provided in the Construction Documents, subject
to City's final approval.
2.7.8 The issuance of a 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 Article 2.7.4
and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, that the work has progressed to the point indicated;
that, based on the Consultant's observation of the work, the quality of the work is in accordance with
the Construction Documents (subject to an evaluation of the work for conformance with the
Construction Documents upon substantial completion; to the results of any subsequent tests required
by or performed under the Construction Documents; to minor deviations from the Construction
Documents correctable prior to completion; and to any specific qualifications stated in the 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.
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2.7.9 The Consultant shall be the interpreter of the requirements of the Construction
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the work or the interpretation of the Construction Documents. All actions
required by Consultant under this Article shall be taken expeditiously.
2.7.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Construction Documents, and shall be in written or graphic form.
2.7.11 The Consultant shall, after discussion with the Construction Manager, have authority
to reject work which does not conform to the Construction Documents. Subject to the City's
approval, the Consultant will have authority to require special inspection or testing of the work when
it is necessary or advisable (in the Consultant's opinion) for the implementation of the intent of the
Construction Documents, whether or not such work be then fabricated, installed or completed.
2.7.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to shop drawings, product data, samples and other
submissions of the Contractor, for conformance only with the design concept of the work and with
the information given in the Construction Documents. Such action shall be t~en 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.
2.7.13 The Consultant shall prepare change orders for the City's approval and execution in
accordance with the Construction 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 Construction Documents. Meeting notes documenting all
minor changes shall be presented in writing to the Construction Manager after each meeting.
2.7.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's representative during the Construction Phase, shall not be modified or extended without
written consent of the Consultant and the City Manager.
2.7.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Construction Documents.
2.7.16 The Consultant shall prepare a set of reproducible record drawings showing the
completed Projects 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 the
construction of the Projects.
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 Construction
Documents. The index and summary shall list each of the warranties, indicating the term and
conditions as indicated by the language in such warranties.
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2.7.18 All communications relating to the day to day activities occurring at the construction
site or the work performed shall be exchanged between the Consultant Projects Manager and the
City's Construction Manager.
2.7.19 The Consultant shall specifically perform the following services in connection with
the Construction Phase:
I. Review periodically construction progress;
2. Review and comment on mock-ups, material submission, and shop drawings
involving design aesthetics;
3. Assist in bulletins, clarifications, and change orders affecting design; and
4. Provide design clarification sketches as needed.
2.8 PROGRAM COORDINATION. SCHEDULING AND BUDGETING
2.8.1 The Consultant shall be responsible for developing a complete design and
construction schedule which satisfies the after school, summer, and special programs provided by
the Parks Department to the citizens of Miami Beach. The Consultant shall also monitor the
construction budgets for all parks in the Parks Master Plan Bond Program. The work shall be an
extension of the established "Master Planning Estimated Cost for Bond Funded Items".
2.8.2 In order to perform the coordination, scheduling, budgeting function, the Consultant
shall provide a Projects scheduler and monitor for a maximum five (5) hours a week for thirty (30)
months.
2.8.3 The Consultant shall also develop a standard format for scheduling and monitoring
for the complete Projects.
2.8.4 The program coordinator will be available to meet with the City on a bi-weekly basis
to address outstanding issues.
2.9 EARLY BID PACKAGING
2.9.1 The Consultant shall be responsible for coordinating with the City the chosen
furnishings and equipment components as provided by all consultants selected to perform services
for the Parks Master Plan Bond Program.
2.9.2 The Consultant shall also prepare a specification package of the chosen components
and assist the City in the bidding process.
2.1 0 SURVEYING
2.10.1 The Consultant shall be responsible for any and all site surveys required for the
performance of their basic services at each of their assigned sites. This surveying work shall be
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performed at a not to exceed lump sum and reimbursement shall be based on submitted detailed
InVOIces.
2.12 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.13.1 Approval by the City shall not constitute nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
works; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely upon the accuracy and validity of decisions and information
furnished by the City.
2.13 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the site than
is described in Article 2.7 is advisable, such additional Projects representation shall be provided and
paid for as an Additional Service.
2.14 ADDITIONAL SERVICES
Unless specifically provided for 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. Additional services will consist of the following
servIces:
2.14.1 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.
2.14.2 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.14.3 Providing consultation concerning replacement of any work damaged by fire or other
causes during construction, and furnishing services as may be required in connection with the
replacement of such work.
2.14.4 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.
2.14.5 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.
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2.14.6 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 Stand~d of Care set forth in Article 2.5.3.
2.14.7 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.
2.14.8 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, the City shall not be liable to compensate Consultant for
Additional Services in such connection.
2.14.9 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 connection with the replacement of such work.
2.14.10 Providing professional services made necessary by the defaul~ of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.14.11 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.
2.14.12 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Article 1.5.
2.14.13 Providing such other professional services to the City relative to the Projects which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time executing this Agreement.
2.14.14 Services provided for by this Article must be approved by the City Commission or
by the City Manager before such services are commenced.
2.14.15 Additional services based on funding which may include Dade County Safe
Neighborhoods Parks Bond, Federal or State Grants or any other sources will be provided at the
same percentage fee established for Basic Services in Schedule B.
2.15 TIME
It is understood that time is of the essence in the completion of these Projects, and in this
respect the parties agree as follows:
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2.15.1 The Consultant shall perform Basic Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement and the orderly progress of
the work. The Consultant may submit to the City adjustments to this schedule made necessary by
undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken
by the City to approve the work or parts of the work. The City shall not unreasonably refuse to
approve such adjustment to the Time Schedule if the request is made in a timely manner and is fully
justified. This schedule, when approved by the City, shall not, except for reasonable cause, be
exceeded by the Consultant.
2.15.2 The parties agree that the Consultant's services during all phases of these Projects will
be performed in a manner which shall conform with the approved schedule, as may be amended and
shall not exceed thirty (30) months to end of construction.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Projects goals and design elements as set
forth in the Proposal Documents and in Article 1.6 herein, and shall provide consistent with the
foregoing described goals, such additional requirements for the Projects, 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 Projects, which may
include contingencies for bidding, changes in the work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in Article 4.1.1. The
City shall, at the request of the Consultant, provide a statement of funds available for the Projects,
and their source.
3.3 The City Manager shall designate a representative defined as the City's Construction
Manager authorized to act on the City's behalf with respect to the Projects. The City's Construction
Manager shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
services. The City shall observe the procedure 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 Projects, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
3.5 If the City observes or otherwise becomes aware of any fault of defect in the Projects
or nonconformance with the Construction 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 Projects
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.
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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 Projects, as established in the Parks Master Plan Bond Program and approved by the
City, and as more completely defined in Article 1.7.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
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 all City approvals have been granted, the total
time (if more than 3 months) being known as the Date of Approval, the Construction Cost Budget
shall be adjusted to reflect any change in the general level of prices in the construction industry
between the date of submission of the Construction Documents to the City and the date on which
proposals are sought.
4.2.2 If the lowest bona fide base bid exceeds the Construction Cost Budget (adjusted as
provided in Article 4.2.2) by more than five percent (5%), the City Commission shall, at its sole
discretion, have any of the following options: (1) give written approval of an increase in the
Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if permissible)
authorize a renegotiation of the Projects within a reasonable time; (3) abandon the Projects and
terminate Consultant's services for the Projects covered by this Agreement without further liability
to the City; (4) select as many Deductive Alternatives as may be necessary to bring the award
within the Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Projects
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 Projects scope and quality, the
Consultant shall provide such revisions to the Construction Documents and provide rebidding
services, as many times as requested by City, as a Basic Service, with no additional cost to the City,
in order to bring the bids within five percent (5%) of Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSES
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedules A.
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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 subconsultants in the interest of the Projects, for the expenses listed in the following Articles.
All Reimbursable Expenses pursuant to this Article, must be authorized in advance by the
City Manager or the City's Construction Manager. Invoices or vouchers for Reimbursable Expenses
shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up
material reasonably requested by City, and the Consultant shall certify as to each such invoice that
the amounts and items claimed as reimbursable are "true and correct and in accordance with the
Agreement". Expenses subject to reimbursement in accordance with the above procedures are as
follows:
6.1.1 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
6.1.2 If authorized in advance by the City Manager or the City's Construction Manager,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, if any, or other services.
6.1.3 Expense of any additional insurance coverage or limits requested by the City in
excess of the insurance requirement set forth in Article 14.
6.1.4 Expense of transportation in connection with the Projects; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Projects. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Dade County shall not be reimbursable.
6.1.5 Expense of reproduction, postage and handling of drawings, specifications and other
documents, required for submittals to the City or to any agency involved in the review of documents,
except for those expenses to be borne by the Consultant under the Basic Services. Reproductions
postage and handling for the office use of the Consultant and the Consultant's consultants in their
normal communications during document production phases and during construction administration
phase are not reimbursable.
6.1.6 Aerial photography expenses and other photographic production expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PA YMENTS ON ACCOUNT OF BASIC SERVICES
7.1.1 Payments for Basic Services shall be made monthly based upon work completed and
approved by the Construction Manager, upon presentation and receipt of Consultant's invoice or
statement. When compensation is made on the basis of a lump sum, then payments shall be made
in proportion to the services performed in each phase so that the payments for Basic Compensation
for each phase shall equal the following percentages of the Total Compensation payable: Schematic
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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 Article
2.11, and for Reimbursable Expenses, as defined in Article 6, shall be made within forty-five (45)
days of presentation of the Consultant's detailed statement or invoice of services rendered or
expenses incurred, which shall be rendered in duplicate to the City Manager.
7.3 PROJECTS SUSPENSION OR TERMINATION
7.3.1 Upon written notice to Consultant, the City shall have the right to suspend or
terminate the services called for in the Agreement. If the Projects are 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 Projects are 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 locations.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, and Document Production shall be on CADD. Lettering shall be clearly legible when
the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracing, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the
property of the City upon the completion or termination of the Project.
9.3 Upon completion of the construction of the Projects, Consultant shall, within ninety
(90) calendar days following final inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's
Construction Manager, including all changes made during the course of the Projects. The Consultant
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shall deliver the above documents to the City within thirty (30) days of completion of the Projects,
or termination of this Agreements or termination or abandonment of the Projects.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 RIGHT TO TERMINATE
The City is a government entity and is subject to the appropriation of funds by its legislative
body in an amount sufficient to allow continuation of its performance in accordance with the terms
and conditions of this Agreement. In the event there is a lack of adequate funding for the Projects,
the Projects may be abandoned or terminated, and the City may cancel this Agreement as provided
for herein.
10.2 DEF AUL T AND TERMINATION FOR CAUSE
10.2.1 The City may terminate this Agreement for cause in the event that: (I) the Consultant
willfully violates any provisions of this Agreement or performs same in bad faith; (2) unreasonably
delays the performance of the Services, and such default, as set forth only in (1) and/or (2) above,
is not cured within thirty (30) days after written notice to the Consultant; (3) the Consultant is placed
in either voluntary or involuntary bankruptcy; or (4) makes an assignme,nt for the benefit of
creditors. Provided, however, that if such default, as set forth only in (1) and/or (2) above, is
curable, but of such nature that the cure cannot be completed within such thirty (30) day period, and
Consultant shall notify the City of same in writing and the City shall so approve Consultant's
request, such failure will not be deemed a default if Consultant promptly commences a cure upon
receipt of a cure notice and diligently prosecutes such cure to completion; provided, however that
such cure period shall not exceed sixty (60) days.
10.2.2 In the event this Agreement is terminated by the City for cause, the City, acting
through the City Manager, may take over the Services and complete them, by contracting with
another Consultant(s) or otherwise, including design consultant or other consultants referenced in
the Agreement, provided that they too are not in default of the Agreement. In such event, the
Consultant shall be liable to the City for any additional costs incurred by the City due to such
termination as set forth in this Article. "Additional Cost" is defined as the difference between the
actual cost of completion of such incomplete Services at a fee similar to the one negotiated for this
Agreement, and the cost of completion of such Services which would have resulted from payments
to the Consultant hereunder had the Agreement not been terminated.
10.2.3 Payment for Services satisfactorily performed by the Consultant prior to receipt of
Notice of Termination for cause, and accepted by the City, shall be made in accordance with Article
10.3 herein, and the City shall have no further liability for compensation, expenses or fees to the
Consultant.
10.2.4 Upon receipt of written notice of termination, the Consultant shall, when directed by
the City, promptly assemble and submit as provided herein or as required in the written notice
hereunder, all documents including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
22
10.2.5 In the event of termination for cause, no payments to the Consultant shall be made
(I) for Services not satisfactorily performed (as referenced by the City's Notice of DefaultINotice
to Cure; "not satisfactorily perform,ed" to be defined as not conforming to the Standard of Care
referenced in Article 2.5.3); and (2) for assembly and submittal of documents for the Services
performed satisfactorily or unsatisfactorily.
10.2.6 The Consultant may terminate the Agreement for cause in the event that the City,
acting through the City's Project Coordinator or otherwise, willfully violates any provisions of the
Agreement or unreasonably delays payment for the Services, and such default is not cured within
thirty (30) days after written notice to the City. In that event, payment for Services satisfactorily
performed prior to the date of termination shall be made in accordance with Article 10.3 herein.
Provided, however, that if the City's default is curable, but of such nature that the cure cannot be
completed within such thirty (30) day period, such failure will not be deemed a default if City
promptly commences a cure upon receipt of such notice and diligently prosecutes such cure to
completion; provided, however that such cure period shall not exceed sixty (60) days. The
Consultant shall have no right to terminate the Agreement for convenience of the Consultant,
without cause.
10.3 IMPLEMENTATION OF TERMINATION
In the event of termination either for cause or for convenience, the Consultant, upon receipt
of the notice of termination, shall (1) stop the performance of Services under the Agreement on the
date and to the extent specified in the notice of termination; (2) place no further orders or
subcontracts except as may be necessary for completion of any portion(s) of the Services not
terminated, and as authorized by the written notice; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the notice of termination; (4)
promptly assemble and properly deliver to the City within fifteen (15) days of receipt of the notice
of termination all finished and unfinished documents, whether originals or copies, of the work
performed, including all data, studies, surveys, drawings, maps, models, photographs, reports,
calculations, specifications, correspondence, and all other work products prepared by the Consultant
and other relevant materials affected by the termination; (5) and complete performance of any work
as shall not have been terminated by the notice of termination.
lOA TERMINATION FOR CONVENIENCE
1004.1 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO TERMINATE
GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT,
RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION AT ANY
TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY WHEN IN ITS
SOLE DISCRETION, IT DEEMS SUCH TERMINATION IS IN THE BEST INTEREST OF THE
CITY.
1004.2 In the event the City cancels or terminates the Agreement, as provided in Article 10.1
or 1004 herein, the Consultant shall be compensated for all Services rendered by the Consultant and
its consultants, and Reimbursable Expenses, up to the time of said cancellation or termination. The
City shall have no further liability for compensation, expenses or fees to the Consultant, and the
Consultant shall perform its termination related to obligations under the Agreement.
23
I 0.5 NON-SOLICITATION
The Consultant warrants thatit 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 City for any
reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article I shall have the same
meaning as those in AlA Document A20 I, 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 A20 I, General
Conditions of the Contract for Construction, current as of the date of this agreement. The City and
the Consultant each shall require appropriate similar waivers from their contractors, consultants and
agents.
ARTICLE 12. 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.
This Agreement may be amended only by written instrument signed by both City and
Consultant utilizing the same formalities as were used for its adoption.
ARTICLE 13. INSURANCE
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 these Projects until proof of the following insurance coverage has been furnished to the City.
The Consultant will maintain in effect the following insurance coverage:
24
(a) Consultants 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 coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
(d) Thirty (30) days prior written notice, of cancellation or of substantial modifications
in the insurance coverages, must be given by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Best' Guide Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida and countersigned by the company's
Florida resident agent.
ARTICLE 14. INDEMNIFICATION
14.1 In consideration of a separate and specific consideration of $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 15. VENUE
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.
ARTICLE 16. LIMITATION OF LIABILITY
16.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under the Agreement. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be limited to a
25
maximum amount of the fee set forth in the Agreement, less the amount of all funds actually paid
by the City to Consultant pursuant to the Agreement.
16.2 Accordingly, and notwithstanding any other term or condition of this Agreement, the
Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount
in excess of the amount of fee under the Agreement, which amount shall be reduced by the amount
actually paid by the City to the Consultant pursuant to the Agreement, for any action or claim for
breach of contract arising out of the performance or non performance of any obligations imposed
upon the City by this Agreement. Nothing contained in this Article or elsewhere in this Agreement
is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in
Section 768.28 Florida Statutes.
ARTICLE 17. ADDITIONAL CONDITIONS
17.1 The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
Consultant's services are unique in nature and that the Consultant may only receive such
authorization by way of a City Commission resolution.
17.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to these Projects.
17.3 All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by the Consultant and the Construction Manager designated by the
City. The Consultant's Project Manager and the City's Construction Manager shall be designated
promptly upon commencement of the Services.
17.4 All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Consultant and the City listed below or may be
mailed by registered mail, postage prepaid, (or airmailed if addressed to an address outside of the
city of dispatch).
26
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT:
Bermello-Ajamil & Partners
2601 South Bayshore Drive
Miami, FL 33133
(305) 859-2050
Attn
TO THE CITY:
Office of the City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7080
Attn
WITH COPIES TO:
Office of the City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
Attn
27
SCHEDULE "A"
CITY OF MIAMI BEACH CONSULTANT BASIC SERVICES
FINAL NEGOTIATED
SERVICE COMPONENT FEE
Basic Services $352,392
( Community Meetings as (7.2%)
deemed necessary by the City
Administration)
Program Management & $72,125
Coordination of Scheduling
Furnishing, Fixtures and $10,000
Equipment Specifications
Development
Surveying * $30,000
Environmental Permitting * $25,000
Reimbursables * $15,000
Grand Total: $504,517
*
Not to exceed lump sum based on invoices submitted.
29
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
.'J~
f i.... "
ijV' ~~tl=- .hJ}~4
. I
VICE MAYOR !\,
ATTEST:
vLu.tcJ
CITY CLERK
CONSULTANT:
WITNESS:
BERMELLO, AJAMIL & PARTNERS, INC.
~~~
By:
Michelle Kolodny
(Type Name of Person Signing)
Willy A. Bermello, President
(Type Name of Person Signing)
WITNESS:
CORPORATE SEAL
Gipsy Ladas
(Type Name of Person Signing)
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
~~~1
28
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
CARR SMITH CORRADINO
FOR
PARKS MASTER PLAN BOND PROGRAM SITES
SCOTT RAKOW YOUTH CENTER, FLAMINGO PARK AND NORMANDY PARK
1
T ABLE OF CONTENTS
PAGE No.
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES 5
1.1 CITY 5
1.2 CITY COMMISSION 5
1.3 CITY MANAGER 5
1.4 CONSULTANT 6
1.5 BASIC SERVICES 7
1.6 THE PROJECTS 7
1.7 PROJECTS COST 7
1.7.1 PROJECTS SCOPE 7
1.7.2 CONSTRUCTION COST BUDGET 7
1.8 FORCE MAJEURE 8
1.9 CONTRACTOR 8
1.10 CONTRACT FOR CONSTRUCTION 8
1.11 CONSTRUCTION DOCUMENTS 8
1.12 CHANGE ORDER 8
1.13 ADDITIONAL SERVICES 8
1.14 WORK 9
1.15 BASE BID 9
1.16 SCHEDULES 9
1.17 UPSET LIMIT 9
ARTICLE 2. BASIC SERVICES 9
2.1 GENERAL 9
2.2 BASIC SERVICES 9
2.3 SCHEMATIC DESIGN 9
2.4 DESIGN DEVELOPMENT PHASE 10
2.5 CONSTRUCTION DOCUMENTS PHASE 11
2.6 BIDDING OR NEGOTIATION PHASE 12
2.7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12
2.8 SURVEYING 15
2.9 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 15
2.10 ADDITIONAL FIELD REPRESENTATION 16
2.11 ADDITIONAL SERVICES 16
2.12 TIME 17
ARTICLE 3. THE CITY'S RESPONSIBILITIES 17
2
PAGE No.
ARTICLE 4. CONSTRUCTION COST 18
4.1 DEFINITION 18
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 19
ARTICLE 5. DIRECT PERSONNEL EXPENSES 19
ARTICLE 6. REIMBURSABLE EXPENSES 19
ARTICLE 7. PAYMENTS TO THE CONSULTANT 20
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES 20
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 20
7.3 PROJECTS SUSPENSION OR TERMINATION 20
ARTICLE 8. CONSUL T ANT'S ACCOUNTING RECORDS 21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 21
10.1 RIGHT TO TERMINATION 21
10.2 DEFAULT AND TERMINATION FOR CAUSE 21
10.3 IMPLEMENTATION OF TERMINATION 22
10.4 TERMINATION FOR CONVENIENCE 23
10.5 NON-SOLICITATION 23
ARTICLE 11. MISCELLANEOUS PROVISIONS 24
ARTICLE 12. EXTENT OF AGREEMENT 24
ARTICLE 13. INSURANCE 24
ARTICLE 14. INDEMNIFICATION 25
ARTICLE 15. VENUE 25
ARTICLE 16. LIMITATION OF LIABILITY 25
ARTICLE 17. ADDITIONAL CONDITIONS 25
SCHEDULE "A" - PARKS MASTER PLAN BOND PROGRAM
28
SCHEDULE "B" - CONSULTANT BASIC SERVICES
29
3
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
FOR
PROFESSIONAL SERVICES FOR
P ARKS MASTER PLAN BOND PROGRAM SITES
SCOTT RAKOW YOUTH CENTER, FLAMINGO PARK AND NORMANDY PARK
THIS AGREEMENT made and entered into this _ day of , 1997 by and between
the CITY OF MIAMI BEACH, almunicipal 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 THE CORRADINO GROUP INC. a Kentucky Corporation.
D/B/A CARR SMITH CORRADINO, a Florida Gorpof&tion~e address is 4055 N.W. 97th
Avenue. Miami. Florida 33178 (hereinafter referred to as "~ltant").
WIT N E SSE T H:
WHEREAS, the City intends to implement a Parks Master Plan Bond Program within the
City of Miami Beach, which includes several projects in several City parks, and wishes to engage
the Consultant for the various projects 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 these projects, as more particularly
hereinafter set forth, for studies, design, preparation of construction documents and construction
administration services, all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in considerdtion of the mutual covenants and
agreements herein contained, agree as follows:
4
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES
1.1 CITY
The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. The City, as a
governmental entity, is subject to the availability of funds and appropriation of funds by its
legislative body and other governmental authorities or sources of revenue, in an amount to allow
continuation of its performance under this Agreement. In the event of lack of funding for this
Agreement or this project, this Agreement may be terminated by the City pursuant to the procedure
set forth in Article 10.
1.2 CITY COMMISSION
"City Commission" shall mean the governing and legislative body of the City. The City
Commission shall be the final authority to do or to approve the following actions or conduct by
passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, comment upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 All City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
1.2.4 The City Commission shall review, approve, disapprove or otherwise comment upon
the Consultant's Design and Construction Documents after they are submitted to the City by the
Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision of the City
Manager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum of ten thousand dollars ($10,000) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER
The "City Manager" shall mean the chief administrative officer of the City. The City
Manager shall be construed to include any duly authorized designees, including a Construction
Manager, and shall serve as the City's representative to whom administrative requests for approvals
5
shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the
Conunission) to the Consultant. These authorizations shall include, without limitation: reviewing,
approving, or otherwise commenting upon the schedules, plans, reports. estimates, contracts and
other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion. matters arising pursuant
to this Agreement. which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted towards payment 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 2.1 herein. The City Manager may consider, comment
upon or approve modifications in accordance with applicable laws and ordinances.
1.3.3 The City Manager may approve change orders which do not exceed the sum often
thousand dollars ($10,000) (or other such amount as may be specified by the City of Miami Beach
Purchasing Ordinance, as amended) and which do not increase any of the budgets established herein.
1.3.4 The City Manager may, in his sole discretion, form a committee or committees. or
inquire of or consult with persons for the purpose of receiving advice and recommendations relating
to the exercise of his powers, duties and responsibilities under this Agrcement-
1.4 CONSULTANT
The "Consultant" is herein defined as THE CORRADINO GROUP~ INC.. a Kentucky
~orporation. D/B/A Carr Smith Corradino, a Florida Corporation, whose address is 4055 N.W.
97th Avenue. Miami Florida 33178.
1.4.1 All architecs required by the needs of these Projects 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 these Projects 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 these Projects shall be duly certified, licensed and registered under Chapter 471,
Florida Statutes, as an engineer, or undcr Chapter 481, as an Consultant, and shall additionally
possess the requisite occupational license from the City and the County.
1.4.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control ofthe Consultant.
6
TOTRL P.03
1.5 BASIC SERVICES
"Basic Services" shall include the professional services of normal planning architectural,
structural, mechanical/electrical, civil engineering, scheduling, land surveying and parks equipment
selection services for the design, preparation of contract documents and administration of the
Construction Contract for the Projects hereunder.
1.6 THE PROJECTS
Parks Master Plan Bond Program Projects which include Scott Rakow Youth Center,
Flamingo Park, and Normandy Park..
1.6.1 PROJECTS COST
The "Projects Cost", shall be the total construction cost of each parks Project to the City as
established in the Parks Master Plan Bond Program and as already submitted to the Consultant and
approved by the City. Said Parks Program is attached hereto and incorporated herein as Schedule
B..
Each Parks Master Plan Bond Program Project in this Agreement shall require statements
of probable cost prior to bidding.
Should construction cost 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 construction bid proposal.
1.6.2 PROJECTS SCOPE
Projects' scope has been established in the Parks Master Plan Bond Program already
provided to the Consultant for the subject Parks.
1.7 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for these Projects shall be as determined in the Parks Master
Plan Bond Program cost estimates already furnished to the Consultant and is the total cost to the
City of all elements of the Projects designed or specified by the Consultant and approved by the City,
including at current market rates (with a reasonable allowance for overhead and profit), the cost of
labor and materials and any equipment which has been designed, specified, selected or specifically
provided for by the Consultant and approved by the City, and including a contingency allowance for
unforeseen conditions but not to exceed twenty percent (20%) of the Construction Cost but not
including the compensation of the Consultant and the Consultant's consultants, rights-of-way, the
cost of land, and surveys.
1.7.1 The Construction Cost Budget, as established by the City, shall not be exceeded
absent fully justifiable and extraordinary and unforeseen circumstances, such as force majeure,
which is beyond the control of the parties and which in any event shall be subject to prior City
Commission and/or City Manager approval by passage of an enabling resolution and amendments
to the appropriate agreements relative to these project(s) prior to any modification of the construction
7
costs due to force majeure. Provided further, however, that even in the event of a force majeure as
definedin Article 1.8, the City shall have no obligation to exceed the Construction Cost Budget
limitations established herein and, if such Budget is exceeded, the City may, at its sole option and
discretion, terminate this Agreement without further liability to the City.
1.8 FORCE MAJEURE
"Force Majeure" shall mean any delay 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 Projects, or other causes beyond the Consultant's control or by any other
such causes which the Consultant and the City Commission decide in writing justify the delay.
Provided, however, that market conditions, labor conditions, construction industry price trends and
similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.
1.9 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or entities responsible for performing
the construction work or providing the materials, supplies and equipment identified in the bid and
contract documents for the Projects.
1.10 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean the contract with Contractor(s).
1.11 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans, specifications, drawings, documents
and diagrams submitted by the Consultant pursuant to Article 2 and approved by the City.
1.12 CHANGE ORDER
"Change order" shall mean the written order to the Project Manager approved by the City as
specified in this Agreement and signed by the City's duly authorized representative, authorizing a
change in the Projects or the method and manner of performance thereof or an adjustment in the fees
or completion dates, as applicable. Change orders shall only be approved by the City Commission,
if they exceed ten thousand dollars ($10,000) or the City Manager if they are ten thousand dollars
($10,000) or less in amount (or other such amount as may be specified by the City of Miami Beach
Purchasing Ordinance, as amended). Even for change orders for less than ten thousand ($10,000)
the City Manager shall retain the right to seek and obtain concurrence of the City Commission for
the approval of any such change order.
1.13 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Article 2.11 herein, which have
been duly authorized in writing by the City Manager.
8
1.14 WORK
"Work" shall mean all of the work to be performed on the Projects pursuant to this
Agreement and the Construction and Bid documents.
1.15 BASE BID
"Base Bid" shall mean the elements contained in the Construction Documents recommended
by the Consultant and approved by the City as being within the Construction Cost Budget pursuant
to the Statement of Probable Construction Cost provided by Consultant "Base Bid" shall not include
"Additive Alternates" or "Deductive Alternates".
1.16 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred to in
the Agreement, and are as follows:
Schedule A - The Parks Master Plan Bond Program, as submitted to the Consultant and
approved by the City.
Schedule B - The schedule of compensation for the Consultant for Basic and Additional
Services, as submitted by the Consultant and approved by the City.
1.17 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the maximum Cumulative fee allowable
under the Service Order, which the Consultant shall not exceed without specific written
authorization. The Upset Limit is not a guaranteed maximum cost for the Scope of Work set forth
in the Service Order.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services and/or Additional Services for the
various Projects listed hereunder. The work for each Project will be performed by the Consultant
upon receipt of a written Notice to Proceed issued by the City of Miami Beach Purchasing Agent.
The Notice to Proceed shall contain a description ofthe work required (Scope of Work), an agreed
lump sum fee, reimbursable expenses, the Construction Cost Budget for the Projects, and a start and
completion date for the Projects. Consultant shall countersign the Service Order.
2.2 The Consultant's Basic Services shall consist of the six phases described in Articles 2.3
through 2.8 and include normal planning, architectural, structural, civil, scheduling, land surveying,
parks equipment selection and mechanical/electrical engineering services.
2.3 SCHEMATIC DESIGN PHASE
The Consultant shall confer with representatives of the City to ascertain the requirements of
the Projects and shall review and confirm the understanding of these requirements and other design
parameters with the City.
9
2.3.1 Consultant shall provide a preliminary evaluation of the City's program, schedule and
Projects budget requirements, each in terms of the other.
2.3.2 Consultant shall review with the City alternative approaches to design and
construction of the Projects.
2.3.3 Consultant shall prepare, for approval by the City, Schematic Design Documents
consisting of drawings ~d site and floor plans, elevations, Articles, etc., as required, to show the
scale and relationship of the components and the design concept of the whole. Floor plans may be
single-line diagrams; window locations are not required. A simple perspective rendering of sketch,
model, or photograph thereof may be provided to further show the design concept.
2.3.4 Consultant shall submit to the City verification that the estimate of Construction Cost
stated in the Parks Master Plan Bond Program is still valid and that it reflects the Consultant's
estimate of costs for the Projects. The preliminary estimate of Construction Cost shall include a
summary of the estimated cost of the building(s), including fixed equipment, construction
contingency allowance; movable equipment (if any), utility service extensions, comprising a brief
description of the basis for such estimated costs, with costs adjusted to the projected bid date, and
a preliminary evaluation of the Building Program and the allocated construction funds in terms of
each other.
2.3.5 Consultant shall be specifically responsible for the following in connection with this
Schematic Design Phase:
1. Review the City's program and comment.
2. Prepare the Schematic Design Documents.
3. Present the Schematic Design to the City.
4. Coordinate other sub-consultants if required, for conformance with applicable
building codes, regulations, and budgets, as directed by the Consultant's architect.
5. A number of community and public involvement meetings, as determined and
coordinated by the City, and as deemed necessary by the City, to present conceptual design and
address public concerns and issues.
2.4 DESIGN DEVELOPMENT PHASE
Based on the approved Schematic Design Documents and any adjustments authorized by the
City, the Consultant shall prepare, for approval by the City, Design Development Documents
consisting of drawings, outline specifications and other documents to fix and describe the size and
character of the Projects as to architectural, structural, mechanical and electrical systems, and
construction finish materials, and such other elements as may be appropriate.
2.4.1 The Consultant shall advise the City of any adjustments to the estimated Construction
Cost Budget. If the adjustments exceed the total allocated funds for the Projects, the appropriate cost
or scope reduction recommendations must be included solely at the Consultant's expense.
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2.4.2 Consultant will be specifically responsible for the following in connection with this
Design Development Phase:
1. Prepare Design Development Drawings, based on the approved Schematic Design,
necessary to fix and describe the size and character of the overall Projects as to basic architectural,
structural, mechanical and electrical systems, materials and such other elements as may be
appropriate;
2. Coordinate with the engineers, and other consultants, and conform with applicable
building codes and regulation, as directed by the Consultant;
3. Respond to the City's request for design adjustments based on cost estimates during
this phase; and
4. Participate in a number of presentations, as determined and coordinated by the City,
as required for review and approvals from regulatory bodies, and as deemed necessary by the City,
for community and public involvement.
2.5 CONSTRUCTION DOCUMENTS PHASE
2.5.1 Based on the approved Design Documents, 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. Also, all final Construction Documents shall be
provided in disk format for AUTOCAD version 13. Consultant shall also file with the City's
Construction Manager at said time, the following items: (a) four (4) copies of the Statement of
Probable Construction Cost; (b) four (4) unbound copies of advertisement for bids; and (c) four (4)
unbound copies of the bid proposals. Consultant shall also provide City with one (1) additional set
of Construction Documents at approximately fifty percent (50%) completion approximately ninety
(90) days prior to the date for delivery of the three (3) copies of 100% complete Construction
Documents and one (1) additional set of Construction Documents at approximately ninety (90%)
completion approximately thirty (30) days prior to the date of delivery of the one hundred (100%)
Documents for review by the City's Construction Manager and comment by City's Building
Department. Should additional sets be required, Consultant will be reimbursed for the actual cost
of reproduction, upon approval in advance by the City.
2.5.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period, as approved by the City Manager.
The entire Projects 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
Projects, including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
In addition to complying with all other applicable codes, the Projects shall comply with, and
the Construction Documents shall fully set forth any requirements as necessary for the Projects to
fully comply with all applicable provisions of the Florida Accessibility Code (Sections 553.501-
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C~o/r7
553.513 Florida Statutes [1993]) and the American with Disabilities Act Accessibility Guidelines I p/1JicJ!qbV
(ADAAG), both separately and jointly. ~OI.L/l.A-I--
9fvi, J..~)o.';{
All prerequisites for obtaining the necessary approvals and permits shall be the sole . (\\J', ~ '\:~
responsibility of the Consultant. Prior to the advertisement for bids, Consultant shall also assist the '1'( \, 'b
City in obtaining all necessary local, state and federal permits, as may be required for construction
of the Project.
2.5.3 The Consultant expressly agrees that all of its duties, services and responsibilities
under this Agreement and all of its consultant's duties, services and responsibilities, shall be
performed in accordance with the standard of care normally exercised in the design of projects of
this nature in South Florida. "Standard of Care" includes an analysis of visible site field conditions
prior to initiating Project design.
2.5.4 The Consultant agrees that the Construction Documents provided to the contractor
for the work under the Agreement shall be adequate and sufficient for the construction of the work.
2.6 BIDDING OR NEGOTIATION PHASE
2.6.1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining and evaluating
lump sum bids with or without the Additional and/or Deductive Alternatives, assist the City in the
evaluation and determination leading up to the awarding, and advise the City in the preparation of
the contract for construction.
2.6.2 Consultant shall be required to tabulate all bids received. Within five (5) working
days thereafter, the Consultant shall submit in writing to the City's Construction Manager, its
recommendations for the award or rejection of the Construction Contract, together with two (2) sets
ofthe bid tabulations to be reviewed by the City.
2.7 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.7.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for the Project
under this Agreement, will terminate when final payment to the Contractor is 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 Construction Manager will
be the City's representative on the Project construction site, but the presence of this Construction
Manager shall in no way diminish any of the Consultant's duties and obligations as described in this
Agreement.
Any and all changes which would result in an increase of compensation to the Consultant
must be approved by the City Commission, or by the City Manager, if such change is less than 10
thousand dollars ($10,000.00). The City's Construction Manager shall be considered to be on the
Project site for the benefit and protection of the City. The Consultant shall have no right to rely on
the Construction Manager for assurances or advice regarding work which is the sole responsibility
of the Consultant. The Consultant and the City's Construction Manager will hold regular site
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meetings on at least a twice a month basis between themselves, the Contractor and the various
subcontractors, as is appropriate.
2.7.2 The Consultant shall provide administration of the Construction Contract as set forth
herein in the general or supplemental conditions of the Contract, and the Consultant's assigned
authority thereunder shall not be modified without the Consultant's written consent.
2.7.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the work order to proceed with the work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.7.4 The Consultant shall visit the site at periodic intervals appropriate to the stage of
construction, or as is otherwise requested by the City to become familiar with the progress and
quality of the work and to determine 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 ofthe Contractor. Upon discovery of
any defects or deficiencies the Consultant shall immediately notify the City's Construction Manager.
2.7.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the work, or for failure of
any of them to carry out the work in accordance with the Construction Documents.
2.7.6 The Consultant shall at all times have access to the work wherever it is in preparation
or progress.
2.7.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
issue certificates for payment in such amounts, as provided in the Construction Documents, subject
to City's final approval.
2.7.8 The issuance of a 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 Article 2.7.4
and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, that the work has progressed to the point indicated;
that, based on the Consultant's observation of the work, the quality of the work is in accordance with
the Construction Documents (subject to an evaluation of the work for conformance with the contract
documents upon substantial completion; to the results of any subsequent tests required by or
performed under the Construction Documents; to minor deviations from the Construction
Documents correctable prior to completion; and to any specific qualifications stated in the 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.
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2.7.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the work or the interpretation of the Construction Documents. All actions
required by Consultant under this Article shall be taken expeditiously.
2.7.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Construction Documents, and shall be in written or graphic form.
2.7.11 The Consultant shall, after discussion with the Construction Manager, have authority
to reject work which does not conform to the contract documents. Subject to the City's approval,
the Consultant will have authority to require special inspection or testing of the work when it is
necessary or advisable (in the Consultant's opinion) for the implementation of the intent of the
Construction Contract Documents, whether or not such work be then fabricated, installed or
completed.
2.7.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to shop drawings, product data, samples and other
submissions of the Contractor, for conformance only with the design concept of the work and with
the information given in the Construction Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
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 Construction Manager after each meeting.
2.7.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's representative during the Construction Phase, shall not be modified or extended without
written consent of the Consultant and the City Manager.
2.7.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.7.16 The Consultant shall prepare a set of reproducible record drawings showing the
complete Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s). These shall be similar in scale and scope to the Contract
Document drawings but shall include all occurrences and instances where the finished building
differs from the Contract Document drawings as a result of duly approved changes made during the
construction of the Project.
2.7.17 Consultant shall conduct inspections to determine the dates of Substantial and Final
Completion and shall issue a certificate for final payment by the Contractor under the Construction
Documents. The index and summary shall list each of the warranties, indicating the term and
conditions as indicated by the language in such warranties.
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2.7.18 All communications relating to the day to day activities occurring at the construction
site or the work performed shall be exchanged between the Consultant's Project Manager and the
City's Construction Manager.
2.7.19 The Consultant shall specifically perform the following services in connection with
the Construction Phase:
1. Review periodically construction progress;
2. Review and comment on mock-ups, material submission, and shop drawings
involving design aesthetics;
3. Assist in bulletins, clarifications, and change orders affecting design; and
4. Provide design clarification sketches as needed.
2.8 SURVEYING
2.8.1 The Consultant shall be responsible for any and all site surveys required for the
performance of their basic services at each of their assigned sites. This surveying work shall be
performed at a not to exceed lump sum and reimbursement shall be based on submitted detailed
mVOlces.
2.9 ENVIRONMENTAL PERMITTING AND IMPLEMENTATION
2.9.1 The Consultant shall be responsible for the environmental permitting of their projects
as identified in the Parks Master Plan. This task will include application for FDEP permits for
coastal construction, mitigation plans, and required site and agency meetings.
2.10 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.10.1 Approval by the City shall not constitute nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
works; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely upon the accuracy and validity of decisions and information
furnished by the City.
2.11 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the site than
is described in Article 2.7 is advisable, such additional Project representation shall be provided and
paid for as an Additional Service.
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2.12 ADDITIONAL SERVICES
2.12.1 Unless specifically provided for, the following services are not included in Basic
Services. Any Additional Services must be authorized in writing by a City Commission Resolution
or by the City Manager in advance of its performance. Additional services will consist of the
following services:
2.12.2 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.
2.12.3 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.12.4 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.
2.12.5 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.
2.12.6 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.
2.12.7 Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration proceeding or legal proceedings, unless such preparation has arisen from failure
ofthe Consultant to meet the Standard of Care set forth in Article 2.5.3.
2.12.8 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.
2.12.9 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.
2.12.10 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 connection with the replacement of such work.
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2.12.11 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.12.12 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.
2.12.13 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Article 1.5.
2.12.14 Providing such other professional services to the City relative to the Projects which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time executing this Agreement.
2.12.15 Services provided for by this Article must be approved by the City Commission or
by the City Manager before such services are commenced.
2.12.16 Additional services based on funding which may include Dade County Safe
Neighborhoods Parks Bond, Federal or State Grants or any other sources will be provided at the
same percentage fee established for Basic Services in Schedule B.
2.13 TIME
2.13.1 It is understood that time is ofthe essence in the completion of this Projects, and in
this respect the parties agree as follows:
2.13.2 The Consultant shall perform Basic Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement and the orderly progress of
the work. The Consultant may submit to the City adjustments to this schedule made necessary by
undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken
by the City to approve the work or parts of the work. The City shall not unreasonably refuse to
approve such adjustment to the Time Schedule if the request is made in a timely manner and is fully
justified. This Schedule, when approved by the City, shall not, except for reasonable cause, be
exceeded by the Consultant.
2.13.3 The parties agree that the Consultant's services during all phases of this Project will
be performed in a manner which shall conform with the approved schedule, as may be amended and
shall not exceed thirty (30) months to end of construction.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Projects goals and design elements as set
forth in the Proposal Documents and in Article 1.6 herein, and shall provide consistent with the
foregoing described goals, such additional requirements for the Projects as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and the site requirements.
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3.2 The City shall establish a Construction Cost Budget for the Projects, which may
include contingencies for bidding, changes in the work during construction, and other costs which
are the responsibility of the City, including those described in this Article 3 and in Article 4.1.1. The
City shall, at the request of the Consultant, provide a statement of funds available for the Projects,
and their source.
3.3 The City Manager shall designate a representative defined as the City's Construction
Manager authorized to act on the City's behalf with respect to the Project. The City's Construction
Manager shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
services. The City shall observe the procedure 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 Projects, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
3.5 Ifthe City observes or otherwise becomes aware of any fault of defect in the Projects
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 Projects
shall be unreasonably delayed or withheld; provided that City shall at all times have the right to
approve or reject the proposed submission of Consultant on any reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4.1 DEFINITION
4.1.1 The Construction Cost shall be the total cost or estimated cost to the City of all
elements ofthe Projects, as established in the Parks Master Plan Bond Program and approved by the
City, and as more completely defined in Article 1.7.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
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.
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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 all City approvals have been granted, the total
time being known as the Date of Approval, the Construction Cost Budget shall be adjusted to reflect
any change in the general level of prices in the construction industry between the date of submission
of the Construction Documents to the City and the date on which proposals are sought.
4.2.2 Ifthe lowest bona fide base bid exceeds the Construction Cost Budget (adjusted as
provided in Article 4.2.2) by more than five percent (5%), the City Commission shall, at its sole
discretion, have any of the following options: (1) give written approval of an increase in the
Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if permissible)
authorize a renegotiation of the Project within a reasonable time; (3) abandon the Project and
terminate Consultant's services for the Project covered by this Agreement without further liability
to the City; (4) select as many Deductive Alternatives as may be necessary to bring the award
within the Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Project
scope and quality and construction schedule and sequence of work as required to reduce the
Construction Cost. In the event the City elects to reduce the Project scope and quality, the
Consultant shall provide such revisions to the Construction Documents and provide rebidding
services, as many times as requested by City, as a Basic Service, with no additional cost to the City,
in order to bring the bids within five percent (5%) of Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSES
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedule A.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and sub-consultants in the interest of the Project, for the expenses listed in the following Articles.
All Reimbursable Expenses pursuant to this Article, must be authorized in advance by the
City Manager or the City's Construction Manager. Invoices or vouchers for Reimbursable Expenses
shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up
material reasonably requested by City, and the Consultant shall certify as to each such invoice that
the amounts and items claimed as reimbursable are "true and correct and in accordance with the
Agreement". Expenses subject to reimbursement in accordance with the above procedures are as
follows:
6.1.1 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
6.1.2 If authorized in advance by the City Manager or the City's Construction Manager,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, if any, or other services.
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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 Projects; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Projects. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Dade County shall not be reimbursable.
6.1.5 Expense of reproduction, postage and handling of drawings, specifications and other
documents, required for submittals to the City or to any agency involved in the review of documents,
except for those expenses to be borne by the Consultant under the Basic Services. Reproductions
postage and handling for the office use of the Consultant and the Consultant's consultants in their
normal communications during document production phases and during construction administration
phase are not reimbursable.
6.1.6 Aerial photography expenses and other photographic production expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7.1.1 Payments for Basic Services shall be made monthly based upon work completed and
approved by the Construction Manager, upon presentation and receipt of Consultant's invoice or
statement. When compensation is made on the basis of a lump sum, then payments shall be made
in proportion to the services performed in each phase so that the payments for Basic Compensation
for each phase shall equal the following percentages of the Total Compensation payable: Schematic
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 Article
2.1.1, and for Reimbursable Expenses, as defined in Article 6, shall be made within forty-five (45)
days of presentation of the Consultant's detailed statement or invoice of services rendered or
expenses incurred, which shall be rendered in duplicate to the City Manager.
7.3 PROJECT SUSPENSION OR TERMINATION
7.3.1 Upon written notice to Consultant, the City shall have the right to suspend or
terminate the services called for in the Agreement. Ifthe Projects are 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 Projects are 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.
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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 locations.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, and Document Production shall be on CADD. Lettering shall be clearly legible when
the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracing, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the
property of the City upon the completion or termination of each Project.
9.3 Upon completion of the construction of each Project, Consultant shall, within ninety
(90) calendar days following final inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's
Construction Manager, including all changes made during the course of the Projects. The Consultant
shall deliver the above documents to the City within thirty (30) days of completion of the Projects,
or termination of this Agreement, or termination or abandonment of the Projects.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 RIGHT TO TERMINATE
The City is a government entity and is subject to the appropriation of funds by its legislative
body in an amount sufficient to allow continuation of its performance in accordance with the terms
and conditions of this Agreement. In the event there is a lack of adequate funding for the Projects,
the Projects may be abandoned or terminated, and the City may cancel this Agreement as provided
for herein.
10.2 DEFAULT AND TERMINATION FOR CAUSE
10.2.1 The City may terminate this Agreement for cause in the event that: (1) the Consultant
willfully violates any provisions ofthis Agreement or performs same in bad faith; (2) unreasonably
delays the performance of the Services, and such default, as set forth only in (1) and/or (2) above,
is not cured within thirty (30) days after written notice to the Consultant; (3) the Consultant is placed
in either voluntary or involuntary bankruptcy; or (4) makes an assignment for the benefit of
creditors. Provided, however, that if such default, as set forth only in (1) and/or (2) above, is
curable, but of such nature that the cure cannot be completed within such thirty (30) day period, and
Consultant shall notify the City of same in writing and the City shall so approve Consultant's
21
request, such failure will not be deemed a default if Consultant promptly commences a cure upon
receipt of a cure notice and diligently prosecutes such cure to completion; provided, however that
such cure period shall not exceed sixty (60) days.
10.2.2 In the event this Agreement is terminated by the City for cause, the City, acting
through the City Manager, may take over the Services and complete them, by contracting with
another Consultant(s) or otherwise, including design consultant or other consultants referenced in
the Consultant, provided that they too are not in default of the Agreement. In such event, the
Consultant shall be liable to the City for any additional costs incurred by the City due to such
termination as set forth in this Article. "Additional Cost" is defined as the difference between the
actual cost of completion of such incomplete Services at a fee similar to the one negotiated for this
Agreement, and the cost of completion of such Services which would have resulted from payments
to the Consultant hereunder had the Agreement not been terminated.
10.2.3 Payment for Services satisfactorily performed by the Consultant prior to receipt of
Notice of Termination for cause, and accepted by the City, shall be made in accordance with Article
10.3 herein, and the City shall have no further liability for compensation, expenses or fees to the
Consultant.
10.2.4 Upon receipt of written notice of termination, the Consultant shall, when directed by
the City, promptly assemble and submit as provided herein or as required in the written notice
hereunder, all documents including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
10.2.5 In the event of termination for cause, no payments to the Consultant shall be made
(1) for Services not satisfactorily performed (as referenced by the City's Notice of DefaultINotice
to Cure; "not satisfactorily performed" to be defined as not conforming to the Standard of Care
referenced in Article 2.5.3); and (2) for assembly and submittal of documents for the Services
performed satisfactorily or unsatisfactorily.
10.2.6 The Consultant may terminate the Agreement for cause in the event that the City,
acting through the City's Project Coordinator or otherwise, willfully violates any provisions of the
Agreement or unreasonably delays payment for the Services, and such default is not cured within
thirty (30) days after written notice to the City. In that event, payment for Services satisfactorily
performed prior to the date of termination shall be made in accordance with Article 10.3 herein.
Provided, however, that if the City's default is curable, but of such nature that the cure cannot be
completed within such thirty (30) day period, such failure will not be deemed a default if City
promptly commences a cure upon receipt of such notice and diligently prosecutes such cure to
completion; provided, however that such cure period shall not exceed sixty (60) days. The
Consultant shall have no right to terminate the Agreement for convenience of the Consultant,
without cause.
10.3 IMPLEMENTATION OF TERMINATION
In the event of termination either for cause or for convenience, the Consultant, upon receipt
of the notice of termination, shall (1) stop the performance of Services under the Agreement on the
date and to the extent specified in the notice of termination; (2) place no further orders or
subcontracts except as may be necessary for completion of any portiones) of the Services not
22
terminated, and as authorized by the written notice; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the notice of termination; (4)
promptly assemble and properly deliver to the City within fifteen (15) days of receipt of the notice
of termination all finished and unfinished documents, whether originals or copies, of the work
performed, including all data, studies, surveys, drawings, maps, models, photographs, reports,
calculations, specifications, correspondence, and all other work products prepared by the Consultant
and other relevant materials affected by the termination; (5) and complete performance of any work
as shall not have been terminated by the notice of termination.
10.4 TERMINATION FOR CONVENIENCE
10.4.1 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO TERMINATE
GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT,
RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION AT ANY
TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY WHEN IN ITS
SOLE DISCRETION, IT DEEMS SUCH TERMINATION IS IN THE BEST INTEREST OF THE
CITY.
10.4.2 In the event the City cancels or terminates the Agreement, as provided in Article 10.1
or 10.4 herein, the Consultant shall be compensated for all Services rendered by the Consultant and
its consultants, and Reimbursable Expenses, up to the time of said cancellation or termination. The
City shall have no further liability for compensation, expenses or fees to the Consultant, and the
Consultant shall perform its termination related to obligations under the Agreement.
10.5 NON-SOLICITATION
The Consultant warrants that it has not employed or retained any company or person, other
than an employee working solely for the Consultant, to solicit or secure this Agreement: and that it
has not paid, nor agreed to pay any company or other person any fee, commission, gift or other
consideration contingent upon the execution of this Agreement. For breach or violation of this
warranty, the City has the right to terminate this Agreement without liability to the City for any
reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article 1 shall have the same
meaning as those in AIA 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
23
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 AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this agreement. The City and
the Consultant each shall require appropriate similar waivers from their contractors, consultants and
agents.
ARTICLE 12. 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.
This Agreement may be amended only by written instrument signed by both City and
Consultant utilizing the same formalities as were used for its adoption.
ARTICLE 13. INSURANCE
13.1 The Consultant shall comply throughout the term of this Agreement with the
insurance stipulated herein. It is agreed by the parties that the Consultant shall not commence with
these Projects requirements until proof of the following insurance coverage has been furnished to
the City. The Consultant will maintain in effect the following insurance coverage:
(a) Consultants and Engineers Professional Liability Insurance in the amount of 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 coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
(d) Thirty (30) days prior written notice, of cancellation or of substantial modifications
in the insurance coverages, must be given by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Best' Guide Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida and countersigned by the company's
Florida resident agent.
24
ARTICLE 14. INDEMNIFICATION
14.1 In consideration ofa 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, or any other person or entity under the direction or control of
Consultant. The Consultant shall pay all claims and losses arising out of Consultant's negligent acts,
errors or omissions and shall defend all suits, in the name of the City, its employees, agents and
authorized representatives when applicable, including appellate proceedings, and shall pay all costs,
judgments and attorneys' fees which may issue thereon.
ARTICLE 15. VENUE
15.1 This Agreement shall be enforceable in Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein exclusive venue for the enforcement of same shall lie in Dade County,
Florida.
ARTICLE 16. LIMITATION OF LIABILITY
16.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under the Agreement. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be limited to a
maximum amount ofthe fee set forth in the Agreement, less the amount of all funds actually paid
by the City to Consultant pursuant to the Agreement.
16.2 Accordingly, and notwithstanding any other term or condition of this Agreement, the
Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount
in excess of the amount of fee under the Agreement, which amount shall be reduced by the amount
actually paid by the City to the Consultant pursuant to theAgreement , 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 Article or elsewhere in this Agreement
is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in
Section 768.28 Florida Statutes.
ARTICLE 17. ADDITIONAL CONDITIONS
17.1 The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
Consultant's services are unique in nature and that the Consultant may only receive such
authorization by way of a City Commission resolution.
25
17.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
ofthe City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
17.3 All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by the Consultant and the Construction Manager designated by the
City. The Consultant's Project Manager and the City's Construction Manager shall be designated
promptly upon commencement of the Services.
17.4 All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Consultant and the City listed below or may be
mailed by registered mail, postage prepaid, (or airmailed if addressed to an address outside of the
city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT:
Carr Smith Corradino
4055 N.W. 97th Avenue
Miami, FL 33178
Attn
TO THE CITY:
Office of the City Manager
1700 Convention Center Drive
Miami Beach, FL 33139
(305) 673-7080
Attn
WITH COPIES TO:
Office of the City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
Attn
26
t~ 97~z~'t7'1
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.
By:
ATTEST:
J~~r p(M~
CITY CLERK
CONSULTANT:
WITNESS:
eM!> ;3){J/Jf ~Q//y(?
--~.-
LOURDES T. FERNANDEZ, COR~ SECRETARY
(Type Name of Person Signing)
EDUARDO N. LAMAS, PRINCIPAL
(Type Name of Person Signing)
WITNESS:
-----CORPORA TE SEAL
APPROVED AS TO
FORM & LANGUAGE
& fOR EXecUTION
1t~L ~
27
SCHEDULE "A"
CITY OF MIAMI BEACH CONSULTANT BASIC SERVICES
FINAL
SERVICE COMPONENT NEGOTIATED
FEE
Basic Services $499,318
(Community Meetings as (10.0%)
deemed necessary by the City
Administration)
Surveying * $13,500
Environmental Permitting * $8,250
Reimbursables * $15,000
Grand Total: $536,068
*
Not to exceed lump sum based on invoices submitted.
28
AGREEMENT BETWEEN
CITY OF MIAMI BEACH
AND
REG ARCHITECTS} ~(, .
FOR
/
PARKS MASTER PLAN BOND PROGRAM SITES
STILLWATER, TATUM, CRESPI, FAIRWAY, LA GORCE, FISHER, MUSS, ISLAND
VIEW, PALM ISLAND, AND WASHINGTON PARKS, AND THE SOUTH SHORE
COMMUNITY CENTER
1
T ABLE OF CONTENTS
\
PAGE No.
ARTICLE 1. DEFINITIONS: DUTIES AND RESPONSIBILITIES 5
1.1 CITY 5
1.2 CITY COMMISSION 5
1.3 CITY MANAGER 5
1.4 CONSULTANT 6
1.5 BASIC SERVICES 7
1.6 THE PROJECTS 7
1.7 PROJECTS COST 7
1.7.1 PROJECTS SCOPE 7
1.7.2 CONSTRUCTION COST BUDGET 7
1.8 FORCE MAJEURE 8
1.9 CONTRACTOR 8
1.10 CONTRACT FOR CONSTRUCTION 8
1.11 CONSTRUCTION DOCUMENTS 8
1.12 CHANGE ORDER 8
1.13 ADDITIONAL SERVICES 8
1.14 WORK 9
1.15 BASE BID 9
1.16 SCHEDULES 9
1.17 UPSET LIMIT 9
ARTICLE 2. BASIC SERVICES 9
2.1 GENERAL 9
2.2 BASIC SERVICES 9
2.3 SCHEMATIC DESIGN 9
2.4 DESIGN DEVELOPMENT PHASE 10
2.5 CONSTRUCTION DOCUMENTS PHASE 11
2.6 BIDDING OR NEGOTIATION PHASE 12
2.7 CONSTRUCTION PHASE, CONSTRUCTION OBSERVATION
AND ADMINISTRATION OF THE CONSTRUCTION CONTRACT 12
2.8 SURVEYING 15
2.9 RESPONSIBILITY FOR CLAIMS AND LIABILITIES 15
2.10 ADDITIONAL FIELD REPRESENT A TION 16
2.11 ADDITIONAL SERVICES 16
2.12 TIME 17
ARTICLE 3. THE CITY'S RESPONSIBILITIES 17
2
PAGE No.
ARTICLE 4. CONSTRUCTION COST 18
4.1 DEFINITION 18
4.2 RESPONSIBILITY FOR CONSTRUCTION COST 19
ARTICLE 5. DIRECT PERSONNEL EXPENSES 19
ARTICLE 6. REIMBURSABLE EXPENSES 19
ARTICLE 7. PAYMENTS TO THE CONSULTANT 20
7.1 PA YMENTS ON ACCOUNT OF BASIC SERVICES 20
7.2 PAYMENT ON ACCOUNT OF ADDITIONAL SERVICES 20
7.3 PROJECTS SUSPENSION OR TERMINATION 20
ARTICLE 8. CONSUL T ANT'S ACCOUNTING RECORDS 21
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS 21
ARTICLE 10. TERMINATION OF AGREEMENT 21
10.1 RIGHT TO TERMINATION 21
10.2 DEF AUL T AND TERMINATION FOR CAUSE 21
10.3 IMPLEMENTATION OF TERMINATION 22
10.4 TERMINATION FOR CONVENIENCE 23
10.5 NON-SOLICITATION 23
ARTICLE 11. MISCELLANEOUS PROVISIONS 23
ARTICLE 12. EXTENT OF AGREEMENT 24
ARTICLE 13. INSURANCE 24
ARTICLE 14. INDEMNIFICATION 24
ARTICLE 15. VENUE 25
ARTICLE 16. LIMITATION OF LIABILITY 25
ARTICLE 17. ADDITIONAL CONDITIONS 25
SCHEDULE "A" - PARKS MASTER PLAN BOND PROGRAM 27
SCHEDULE "B" - CONSULTANT BASIC SERVICES 28
3
AGREEMENT
BETWEEN THE CITY OF MIAMI BEACH AND CONSULTANT
FOR
PROFESSIONAL SERVICES FOR
PARKS MASTER PLAN BOND PROGRAM SITES
CRESPI, FAIRWAY, STILLWATER, TATUM, FISHER, ISLAND VIEW, LA
GORCE, MUSS, PALM ISLAND AND WASHINGTON PARKS AND SOUTH
SHORE COMMUNITY CENTER
THIS AGREEMENT made and entered into this 16th day of July, 1997 by and between
the CITY OF MIAMI BEACH, a municipal corporation existing under the laws of the State of
Florida (hereinafter referred to as "City"), having its principal offices at 1700 Convention Center
Drive, Miami Beach, Florida and REG Architects Incorporated, a Florida corporation, whose
address is 330 Clematis Street. Suite 114. West Palm Beach. FL 33401 (hereinafter referred to
as "Consultant").
WIT N E SSE T H:
WHEREAS, the City intends to implement a Parks Master Plan Bond Program within the
City of Miami Beach, which includes several projects in several City parks, and wishes to engage
the Consultant for the various projects 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 these projects, as more particularly
hereinafter set forth, for studies, design, preparation of construction documents and construction
administration services, all as hereinafter stipulated,
NOW THEREFORE, City and Consultant in consideration of the mutual covenants and
agreements herein contained, agree as follows:
4
ARTICLE 1. DEFINITIONS; DUTIES AND RESPONSIBILITIES
1.1 CITY
The "City" shall mean the City of Miami Beach, a Florida municipal corporation having its
principal offices at 1700 Convention Center Drive, Miami Beach, Florida 33139. The City, as a
governmental entity, is subject to the availability of funds and appropriation of funds by its
legislative body and other governmental authorities or sources of revenue, in an amount to allow
continuation of its performance under this Agreement. In the event of lack of funding for this
Agreement or theseprojects this Agreement may be terminated by the City pursuant to the procedure
set forth in Article 10.
1.2 CITY COMMISSION
"City Commission" shall mean the governing and legislative body of the City. The City
Commission shall be the final authority to do or to approve the following actions or conduct by
passage of an enabling resolution or amendment to this Agreement.
1.2.1 The City Commission shall be the body to consider, comment upon, or approve of
any amendments or modifications to this Agreement.
1.2.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement or any interest therein and any subcontracts
made pursuant to this Agreement. Assignment and transfer shall be defined to include sale of the
majority of the stock of a corporate Consultant.
1.2.3 All City Commission approvals and authorizations shall be expressed by passage of
an appropriate enabling resolution and, if an amendment, by the execution of an appropriate
amendment to this Agreement.
1.2.4 The City Commission shall review, approve, disapprove or otherwise comment upon
the Consultant's Design and Construction Documents after they are submitted to the City by the
Consultant.
1.2.5 The City Commission shall hear appeals from the administrative decision of the City
Manager upon the Consultant's written request, in which case the Commission's decision shall be
final.
1.2.6 The City Commission shall approve or consider all change orders which exceed the
sum of ten thousand dollars ($1 0,000) (or other such amount as may be specified by the City of
Miami Beach Purchasing Ordinance, as amended).
1.3 CITY MANAGER
The "City Manager" shall mean the chief administrative officer of the City. The City
Manager shall be construed to include any duly authorized designees, including a Construction
Manager, and shall serve as the City's representative to whom administrative requests for approvals
5
shall be made and who shall issue authorizations (exclusive of those authorizations reserved to the
Commission) to the Consultant. These authorizations shall include, without limitation: reviewing,
approving, or otherwise commenting upon the schedules, plans, reports, estimates, contracts and
.other documents submitted to the City by the Consultant.
1.3.1 The City Manager shall decide, in his professional discretion, matters arising pursuant
to this Agreement, which are not otherwise expressly provided for in this Agreement, and he shall
attempt to render administrative decisions promptly to avoid unreasonable delay in the progress of
the Consultant's work.
1.3.2 The City Manager shall additionally be authorized but not required, at the request of
the Consultant, to reallocate monies already budgeted towards payment 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 2.1 herein. The City Manager may consider, comment
upon or approve modifications in accordance with applicable laws and ordinances.
1.3.3 The City Manager may approve change orders which do not exceed the sum 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 CONSULTANT
The "Consultant" is herein defined as REG Architects Incorporated, a Florida
Corporation, whose address is 330 Clematis Street. Suite 114. West Palm Beach. FL 33401.
1.4.1 All architecs required by the needs of these Projects 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 these Projects 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 these Projects shall be duly certified, licensed and registered under Chapter 471,
Florida Statutes, as an engineer, or under Chapter 481, as an Consultant, and shall additionally
possess the requisite occupational license from the City and the County.
1.4.2 The Consultant shall be liable for the Consultant's services, responsibilities and
liabilities under this Agreement and the services, responsibilities and liabilities of any
subconsultants, and any other person or entity acting under the direction or control of the Consultant.
When the term "Consultant" is used in this Agreement it shall be deemed to include any
subconsultants and any other person or entity acting under the direction or control of Consultant.
6
1.5 BASIC SERVICES
"Basic Services" shall include the professional services of normal planning architectural,
structural, mechanical/electrical, civil engineering, scheduling, land surveying and parks equipment
selection services for the design, preparation of contract documents and administration of the
Construction Contract for the Projects hereunder.
1.6 THE PROJECTS
Parks Master Plan Bond Program Projects which include Stillwater, Tatum, Crespi, Fairway,
La Gorce, Fisher, Muss, Island View, Palm Island, and Washington Parks, and the South Shore
Community Center.
1.6.1 PROJECTS COST
The "Projects Cost", shall be the total construction cost of each parks Project to the City as
established in the Parks Master Plan Bond Program and as already submitted to the Consultant and
approved by the City. Said Parks Program is attached hereto and incorporated herein as Schedule
B.
Each Parks Master Plan Bond Program Project in this Agreement shall require statements
of probable cost prior to bidding.
Should construction cost 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 construction bid proposal.
1.6.2 PROJECTS SCOPE
Projects' scope has been established in the Parks Master Plan Bond Program already provided
to the Consultant for the subject parks.
1.7 CONSTRUCTION COST BUDGET
The "Construction Cost Budget" for the Projects shall be as determined in the Parks Master
Plan Bond Program cost estimates and is the total cost to the City of all elements of the Projects
designed or specified by the Consultant and approved by the City, including at current market rates
(with a reasonable allowance for overhead and profit), the cost of labor and materials and any
equipment which has been designed, specified, selected or specifically provided for by the
Consultant and approved by the City, and including a contingency allowance for unforeseen
conditions but not to exceed twenty percent (20%) of the Construction Cost but not including the
compensation of the Consultant and the Consultant's consultants, rights-of-way, the cost ofland, and
surveys.
1.7.1 The Construction Cost Budget, as established by the City, shall not be exceeded
absent fully justifiable and extraordinary and unforeseen circumstances, such as force majeure,
which is beyond the control of the parties and which in any event shall be subject to prior City
Commission and/or City Manager approval by passage of an enabling resolution and amendments
7
to the appropriate agreements relative to these project(s) prior to any modification of the construction
costs due to force majeure. Provided further, however, that even in the event of a force majeure as
defined in Article 1.8, the City shall have no obligation to exceed the Construction Cost Budget
limitations established herein and, if such budget is exceeded, the City may, at its sole option and
discretion, terminate this Agreement without further liability to the City.
1.8 FORCE MAJEURE
"Force Majeure" shall mean any delay 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 Projects, or other causes beyond the Consultant's control or by any other
such causes which the Consultant and the City Commission decide in writing justify the delay.
Provided, however, that market conditions, labor conditions, construction industry price trends and
similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.
1.9 CONTRACTOR
"Contractor" or "Contractors" shall mean those persons or entities responsible for performing
the construction work or providing the materials, supplies and equipment identified in the bid and
contract documents for the Projects.
1.10 CONTRACT FOR CONSTRUCTION
"Contract for Construction" shall mean the contract with Contractor(s).
1.11 CONSTRUCTION DOCUMENTS
"Construction Documents" shall mean the final plans, specifications, drawings, documents
and diagrams submitted by the Consultant pursuant to Article 2.5 and approved by the City.
1.13 CHANGE ORDER
"Change order" shall mean the written order to the Projects Manager approved by the City
as specified in this Agreement and signed by the City's duly authorized representative, authorizing
a change in the Projects 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.
8
1.13 ADDITIONAL SERVICES
"Additional Services" shall mean those services described in Article 2.11 herein, which have
been duly authorized in writing by the City Manager.
1.14 WORK
"Work" shall mean all of the work to be performed on the Projects pursuant to this
Agreement and the Construction and Bid documents.
1.15 BASE BID
"Base Bid" shall mean the elements contained in the Construction Documents recommended
by the Consultant and approved by the City as being within the Construction Cost Budget pursuant
to the Statement of Probable Construction Cost provided by Consultant "Base Bid" shall not include
"Additive Alternates" or "Deductive Alternates".
1.16 SCHEDULES
"Schedules" shall mean the various schedules attached to this Agreement and referred to in
the Agreement, and are as follows:
Schedule A - The Parks Master Plan Bond Program, as submitted to the Consultant and as
approved by the City.
Schedule B - The schedule of hourly rates of compensation for the Consultant for Basic and
Additional Services, as submitted by the Consultant and approved by the City.
1.17 UPSET LIMIT
"Upset Limit" as to any Service Order shall mean the maximum cumulative fee allowable
under the Service Order which the Consultant shall not exceed without specific written
authorization. The Upset Limit is not a guaranteed maximum cost for the Scope of Work set forth
in the Service Order.
ARTICLE 2. BASIC SERVICES
2.1 The Consultant shall provide Basic Services and/or Additional Services for the
various Projects listed hereunder. The work for each Project will be performed by the Consultant
upon receipt of a written Notice to Proceed issued by the City of Miami Beach Purchasing Agent.
The Notice to Proceed shall contain a description ofthe work required (Scope of Work), an agreed
lump sum fee, reimbursable expenses, the Construction Cost Budget for the Projects, and a start and
completion date for the Projects. Consultant shall countersign the Service Order.
2.2 The Consultant's Basic Services shall consist of the six phases described in Article 2.3
through 2.8 and include normal planning, architectural, structural, civil, scheduling, land surveying,
parks equipment selection and mechanical/electrical engineering services.
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2.3.1 Consultant shall provide a preliminary evaluation of the City's program, schedule and
Projects budget requirements, each in terms of the other.
2.3.2 Consultant shall review with the City alternative approaches to design and
construction of the Projects.
2.3.3 Consultant shall prepare, for approval by the City, Schematic Design Documents
consisting of drawings and site and floor plans, elevations, Articles, etc., as required, to show the
scale and relationship of the components and the design concept of the whole. Floor plans may be
single-line diagrams; window locations are not required. A simple perspective rendering of sketch,
model, or photograph thereof may be provided to further show the design concept.
2.3.4 Consultant shall submit to the City verification that the estimate of Construction Cost
stated in the Parks Master Plan Bond Program is still valid and that it reflects the Consultant's
estimate of costs for the Projects. The preliminary estimate of Construction Cost shall include a
summary of the estimated cost of the building(s), including fixed equipment, construction
contingency allowance; movable equipment (if any), utility service extensions, comprising a brief
description of the basis for such estimated costs, with costs adjusted to the projected bid date, and
a preliminary evaluation of the Building Program and the allocated construction funds in terms of
each other.
2.3.5 Consultant shall be specifically responsible for the following in connection with this
Schematic Design Phase:
I. Review the City's program and comment.
2. Prepare the Schematic Design Documents.
3. Present the Schematic Design to the City.
4. Coordinate other sub-consultants if required, for conformance with applicable
building codes, regulations, and budgets, as directed by the Consultant's architect.
5. A number of community and public involvement meetings, as determined and
coordinated by the City, and as deemed necessary by the City, to present conceptual design and
address public concerns and issues.
2.4 DESIGN DEVELOPMENT PHASE
Based on the approved Schematic Design Documents and any adjustments authorized by the
City, the Consultant shall prepare, for approval by the City, Design Development Documents
consisting of drawings, outline specifications and other documents to fix and describe the size and
character of the Projects as to architectural, structural, mechanical and electrical systems, and
construction finish materials, and such other elements as may be appropriate.
2.4.1 The Consultant shall advise the City of any adjustments to the estimated Construction
Cost Budget. Ifthe adjustments exceed the total allocated funds for the Projects, the appropriate cost
or scope reduction recommendations must be included solely at the Consultant's expense.
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2.4.2 Consultant will be specifically responsible for the following in connection with this
Design Development Phase:
1. Prepare Design Development Drawings, based on the approved Schematic Design,
necessary to fix and describe the size and character of the overall Projects as to basic architectural,
structural, mechanical and electrical systems, materials and such other elements as may be
appropriate;
2. Coordinate with the engineers, and other consultants, and conform with applicable
building codes and regulation, as directed by the Consultant;
3. Respond to the City's request for design adjustments based on cost estimates during
this phase; and
4. Participate in a number of presentations, as determined and coordinated by the City,
as required for review and approvals from regulatory bodies, and as deemed necessary by the City,
for community and public involvement.
2.5 CONSTRUCTION DOCUMENTS PHASE
2.5.1 Based on the approved Design Documents, 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. Also, all final Construction Documents shall be
provided in disk format for AUTOCAD version 13. Consultant shall also file with the City's
Construction Manager at said time, the following items: (a) four (4) copies of the Statement of
Probable Construction Cost; (b) four (4) unbound copies of advertisement for bids; and (c) four (4)
unbound copies of the bid proposals. Consultant shall also provide City with one (1) additional set
of Construction Documents at approximately fifty percent (50%) completion approximately ninety
(90) days prior to the date for delivery of the three (3) copies of 100% complete Construction
Documents and one (1) additional set of Construction Documents at approximately ninety (90%)
completion approximately thirty (30) days prior to the date of delivery of the one hundred (100%)
Documents for review by the City's Construction Manager and comment by City's Building
Department. Should additional sets be required, Consultant will be reimbursed for the actual cost
of reproduction, upon approval in advance by the City.
2.5.2 Construction Documents will be prepared, signed and sealed by design professionals.
The Construction Documents shall call for a construction period, as approved by the City Manager.
The entire Projects 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
Projects, including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
In addition to complying with all other applicable codes, the Projects shall comply with, and
the Construction Documents shall fully set forth any requirements as necessary for the Projects to
fully comply with all applicable provisions of the Florida Accessibility Code (Sections 553.501-
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The Construction Documents shall set forth in detail the requirements for construction of the
Projects, including all the contractual, code (laws, rules and regulations), and technical specifications
and requirements under which the work is to be conducted.
In addition to complying with all other applicable codes, the Projects shall comply with, and
the Construction Documents shall fully set forth any requirements as necessary for the Projects to
fully comply with all applicable provisions of the Florida Accessibility Code (Sections 553.501-
553.513 Florida Statutes [1993]) and the American with Disabilities Act Accessibility Guidelines
(ADAAG), both separately and jointly.
All prerequisites for obtaining the necessary approvals and permits shall be the sole
responsibility of the Consultant. Prior to the advertisement for bids, Consultant shall also assist the
City in obtaining all necessary local, state and federal permits, as may be required for construction
of the Projects.
2.5.3 The Consultant expressly agrees that all of its duties, services and responsibilities
under this Agreement and all of its consultant's duties, services and responsibilities, shall be
performed in accordance with the standard of care normally exercised in the design of Projects of
this nature in South Florida. "Standard of Care" includes an analysis of visible site field conditions
prior to initiating the Projects design.
2.5.4 The Consultant agrees that the Construction Documents provided to the contractor
for the work under the Agreement shall be adequate and sufficient for the construction of the work.
2.6 BIDDING OR NEGOTIATION PHASE
2.6.1 The Consultant, following the City's approval of the Construction Documents and of
the latest Statement of Probable Construction Cost, shall assist the City in obtaining and evaluating
lump sum bids with or without the Additional and/or Deductive Alternatives, assist the City in the
evaluation and determination leading up to the awarding, and advise the City in the preparation of
the contract for construction.
2.6.2 Consultant shall be required to tabulate all bids received. Within five (5) working
days thereafter, the Consultant shall submit in writing to the City's Construction Manager, its
recommendations for the award or rejection of the Construction Contract, together with two (2) sets
of the bid tabulations to be reviewed by the City.
2.7 CONSTRUCTION PHASE. CONSTRUCTION OBSERVATION AND
ADMINISTRATION OF THE CONSTRUCTION CONTRACT
2.7.1 The Construction Phase will commence with the award of the Contract for
Construction and, together with the Consultant's obligation to provide Basic Services for the Projects
under this Agreement, 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 Construction Manager will
be the City's representative on the Projects construction site, but the presence of this Construction
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Project site for the benefit and protection of the City. The Consultant shall have no right to rely on
the Construction Manager for assurances or advice regarding work which is the sole responsibility
of the Consultant. The Consultant and the City's Construction Manager will hold regular site
meetings on at least a twice a month basis between themselves, the Contractor and the various
subcontractors, as is appropriate.
2.7.2 The Consultant shall provide administration of the Construction Contract as set forth
herein in the general or supplemental conditions of the Contract, and the Consultant's assigned
authority thereunder shall not be modified without the Consultant's written consent.
2.7.3 The Consultant shall advise and consult with the City, and keep it informed of the
progress of the work, including percentage completed on a monthly basis, during the construction
phase. After issuance of the work order to proceed with the work, all of the City's instructions to the
Contractors shall be issued through the Consultant's representative, with final approval by the City.
2.7.4 The Consultant shall visit the site at periodic intervals appropriate to the stage of
construction, or as is otherwise requested by the City to become familiar with the progress and
quality of the work and to determine if the work is proceeding in accordance with the Construction
Contract. The Consultant shall not be obligated to make continuous or exhaustive on-site
observations to check quality and quantity of the work. On the basis of such on-site observations,
the Consultant shall keep the City informed of the progress and quality of the work and shall
endeavor to guard the City against defects and deficiencies in the work of the Contractor. Upon
discovery of any defects or deficiencies the Consultant shall immediately notify the City's
Construction Manager.
2.7.5 The Consultant shall not have control of, or be in charge of, and shall not be
responsible for construction means, methods, techniques, sequences or procedures, or for safety
precautions and programs in connection with the work, for the acts or omissions of the Contractor,
the Contractor's sub-contractors or any other persons performing any of the work, or for failure of
any of them to carry out the work in accordance with the Construction Documents.
2.7.6 The Consultant shall at all times have access to the work wherever it is in preparation
or progress.
2.7.7 The Consultant shall determine the amounts owing to the Contractor based on
observations at the site and on evaluations of the Contractor's applications for payment and shall
issue certificates for payment in such amounts, as provided in the Construction Documents, subject
to City's final approval.
2.7.8 The issuance of a 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 Article 2.7.4
and on the data comprising the Contractor's application for payment that, to the best of the
Consultant's knowledge, information and belief, that the work has progressed to the point indicated;
that, based on the Consultant's observation of the work, the quality of the work is in accordance with
the Construction Documents (subject to an evaluation of the work for conformance with the contract
documents upon substantial completion; to the results of any subsequent tests required by or
performed under the Construction Documents; to minor deviations from the Construction
Documents correctable prior to completion; and to any specific qualifications stated in the certificate
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for payment) and that the Contractor is entitled to payment in the amount certified. However, the
issuance of a certificate for payment shall not be a representation that the Consultant has made any
examination to ascertain how and for what purpose the Contractor has used the monies paid on
account of the contract sum.
2.7.9 The Consultant shall be the interpreter of the requirements of the Contract
Documents. The Consultant shall render interpretations necessary for the proper execution of the
progress of the work with reasonable promptness on written decisions, within twenty (20) days on
all claims, disputes and other matters in question between the City and the Contractor relating to the
execution or progress of the work or the interpretation of the Construction Documents. All actions
required by Consultant under this Article shall be taken expeditiously.
2.7.10 Interpretations and decisions of the Consultant shall be consistent with the intent of,
and reasonably inferable from, the Construction Documents, and shall be in written or graphic form.
2.7.11 The Consultant shall, after discussion with the Construction Manager, have authority
to reject work which does not conform to the contract documents. Subject to the City's approval,
the Consultant will have authority to require special inspection or testing of the work when it is
necessary or advisable (in the Consultant's opinion) for the implementation of the intent of the
Construction Contract Documents, whether or not such work be then fabricated, installed or
completed.
2.7.12 The Consultant shall review and approve or take other appropriate action upon the
Contractor's submittals, including, but not limited to shop drawings, product data, samples and other
submissions of the Contractor, for conformance only with the design concept of the work and with
the information given in the Construction Documents. Such action shall be taken with reasonable
promptness so as to cause no delay. The Consultant's approval of a specific item shall not indicate
approval of an assembly of which the item is a component.
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 Construction Manager after each meeting.
2.7.14 The extent of the duties, responsibilities and limitations of authority of the Consultant
as the City's representative during the Construction Phase, shall not be modified or extended without
written consent of the Consultant and the City Manager.
2.7.15 The City shall furnish, in a timely manner, structural, mechanical, chemical and other
laboratory tests, inspections and reports as required by law or the Contract Documents.
2.7.16 The Consultant shall prepare a set of reproducible record drawings showing the
complete Project as it is finally built (i.e., "as built" drawings) from information collected by the
Consultant from the contractor(s) as best as possible. These shall be similar in scale and scope to
the Contract Document drawings but shall include all occurrences and instances where the finished
building differs from the Contract Document drawings as a result of duly approved changes made
during the construction of the Project.
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2.7.17 Consultant shall conduct site observations to determine the dates of Substantial and
Final Completion and shall issue a certificate for final payment by the Contractor under the
Construction Documents. The index and summary shall list each of the warranties, indicating the
term and conditions as indicated by the language in such warranties.
2.7.18 All communications relating to the day to day activities occurring at the construction
site or the work performed shall be exchanged between the Consultant's Project Manager and the
City's Construction Manager.
2.7.19 The Consultant shall specifically perform the following services in connection with
the Construction Phase:
1. Review periodically construction progress;
2. Review and comment on mock-ups, material submission, and shop drawings
involving design aesthetics;
3. Assist in bulletins, clarifications, and change orders affecting design; and
4. Provide design clarification sketches as needed.
2.8 SURVEYING
2.8.1 The Consultant shall be responsible for any and all site surveys required for the
performance of their basic services at each of their assigned sites. This surveying work shall be
performed at a not to exceed lump sum and reimbursement shall be based on submitted detailed
1l1VOlces.
2.9 RESPONSIBILITY FOR CLAIMS AND LIABILITIES
2.9.1 Approval by the City shall not constitute nor be deemed a release of the responsibility
and liability of the Consultant, its employees, sub-contractors, agents and consultants for the
accuracy and competency of their designs, working drawings, specifications or other documents and
works; nor shall such approval be deemed to be an assumption of such responsibility by the City for
a defect or omission in designs, working drawings, specifications or other documents prepared by
the Consultant, its employees, sub-contractors, agents and consultants. However, the Consultant
shall be entitled to reasonably rely upon the accuracy and validity of decisions and information
furnished by the City.
2.10 ADDITIONAL FIELD REPRESENTATION
Should the City and the Consultant agree that more extensive representation at the site than
is described in Article 2.7 is advisable, such additional Project representation shall be provided and
paid for as an Additional Service.
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2.11 ADDITIONAL SERVICES
2.11.1 Unless specifically provided for the following services are not included in Basic
Services. Any Additional Services must be authorized in writing by a City Commission Resolution
or by the City Manager in advance of its performance. Additional services will consist of the
following services:
2.11.2 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.
2.11.3 Making investigations, surveys, valuations, inventories or detailed appraisals of
existing facilities, and services required solely in connection with construction performed by the
City.
2.11.4 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.
2.11.5 Providing services made necessary by the default of the contractor, or by major
defects or deficiencies in the work ofthe Contractor, (provided Consultant promptly notified the City
of any such defects or deficiencies observed by Consultant) or by failure of performance of either
the City or Contractor under the Contract for Construction.
2.11.6 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.
2.11.7 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 2.5.3.
2.11.8 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.
2.11.9 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.
2.11.10 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 connection with the replacement of such work.
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2.11.11 Providing professional services made necessary by the default of any Contractor or
any sub-contractor in the performance of the Construction Contract.
2.11.12 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.
2.11.13 Providing planning, programming, program investigating and evaluation services,
economic studies, feasibility studies, unless such studies are included in the Basic Services described
in Article 1.5.
2.11.14 Providing such other professional services to the City relative to the Projects which
arise from subsequent circumstances and causes (excluding circumstances and causes resulting from
error, inadvertence or omission of the Consultant) which do not currently exist or which are not
contemplated by the parties at the time executing this Agreement.
2.11.15 Services provided for by this Article must be approved by the City Commission or
by the City Manager before such services are commenced.
2.11.16 Additional services based on funding which may include Dade County Safe
Neighborhoods Parks Bond, Federal or State Grants or any other sources will be provided at the
same percentage fee established for Basic Services in Schedule B.
2.12 TIME
2.12.1 It is understood that time is ofthe essence in the completion ofthese Projects, and
in this respect the parties agree as follows:
2.12.2 The Consultant shall perform Basic Services as expeditiously as is consistent with
the standard of professional skill and care required by this Agreement and the orderly progress of
the work. The Consultant may submit to the City adjustments to this schedule made necessary by
undue time taken by the City to approve the Consultant's submissions, and/or excessive time taken
by the City to approve the work or parts of the work. The City shall not unreasonably refuse to
approve such adjustment to the Time Schedule if the request is made in a timely manner and is fully
justified. This Schedule, when approved by the City, shall not, except for reasonable cause, be
exceeded by the Consultant.
2.12.3 The parties agree that the Consultant's services during all phases of these Projects will
be performed in a manner which shall conform with the approved Shedule, as may be amended and
shall not exceed thirty (30) months to end of construction.
ARTICLE 3. THE CITY'S RESPONSIBILITIES
3.1 The City has provided Consultant with the Projects goals and design elements as set
forth in the Proposal Documents and in Article 1.6 herein, and shall provide consistent with the
foregoing described goals, such additional requirements for the Projects, as may be necessary,
including space requirements and relationships, flexibility and expendability, special equipment and
systems, and the site requirements.
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3.2 The City shall establish a Construction Cost Budget for the Projects, which may
include contingencies for bidding, changes in the work during construction, and other costs which
are the responsibility ofthe City, including those described in this Article 3 and in Article 4.1.1. The
City shall, at the request of the Consultant, provide a statement of funds available for the Projects,
and their source.
3.3 The City Manager shall designate a representative defined as the City's Construction
Manager authorized to act on the City's behalf with respect to the Projects. The City's Construction
Manager shall examine the documents submitted by the Consultant and shall transmit written
decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Consultant's
services. The City shall observe the procedure 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 Projects, including such auditing services
as the City may require to verify the Contractor's applications for payment or to ascertain how or for
what purposes the Contractor uses the monies paid by or on behalf of the City.
3.5 Ifthe City observes or otherwise becomes aware of any fault of defect in the Projects
or nonconformance with the Construction 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 Projects
shall be unreasonably delayed or withheld; provided that City shall at all times have the right to
approve or reject the proposed submission of Consultant on any reasonable basis.
ARTICLE 4. CONSTRUCTION COST
4.1 DEFINITION
4.1.1 The Construction Cost shall be the total cost or estimated cost to the City of all
elements of the Projects, as established in the Parks Master Plan Bond Program and approved by the
City, and as more completly defined in Article 1.7.
4.1.2 The Construction Cost does not include the compensation of the Consultant and the
Consultant's consultants, the cost of the land, rights-of-way, and surveys.
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.
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4.2 RESPONSIBILITY FOR CONSTRUCTION COST
4.2.1 lfthe bidding phase has not commenced within three (3) months after the Consultant
submits the Construction Documents to the City, and all City approvals have been granted, the total
time (ifmore than 3 months) 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 bonafide base bid exceeds the Construction Cost Budget (adjusted as
provided in Article 4.2.2) by more than five percent (5%), the City Commission shall, at its sole
discretion, have any of the following options: (1) give written approval of an increase in the
Construction Cost Budget; (2) reject all bids or proposals, authorize rebidding, or (if permissible)
authorize a renegotiation of the Projects within a reasonable time; (3) abandon the Projects and
terminate Consultant's services for the Projects covered by this Agreement without further liability
to the City; (4) select as many Deductive Alternatives as may be necessary to bring the award
within the Construction Cost Budget; or (5) cooperate with the Consultant in reducing the Projects
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 Projects scope and quality, the
Consultant shall provide such revisions to the Construction Documents and provide rebidding
services, as many times as requested by City, as a Basic Service, with no additional cost to the City,
in order to bring the bids within five percent (5%) of Construction Cost Budget.
ARTICLE 5. DIRECT PERSONNEL EXPENSES
5.1 For Additional Services rendered under this Agreement, the Consultant and its
sub-consultants, if any, shall be reimbursed on the basis of the hourly rates set forth in Schedules B.
ARTICLE 6. REIMBURSABLE EXPENSES
6.1 Reimbursable Expenses are in addition to the compensation for Basic and Additional
Services and include actual expenditures made by the Consultant and the Consultant's employees
and subconsultants in the interest ofthe Projects, for the expenses listed in the following Article.
All Reimbursable Expenses pursuant to this Article, must be authorized in advance by the
City Manager or the City's Construction Manager. Invoices or vouchers for Reimbursable Expenses
shall be submitted by the Consultant to the City, along with supporting receipts, and other back-up
material reasonably requested by City, and the Consultant shall certify as to each such invoice that
the amounts and items claimed as reimbursable are "true and correct and in accordance with the
Agreement". Expenses subject to reimbursement in accordance with the above procedures are as
follows:
6.1.1 Expense of data processing when such data processing equipment is available either
directly by the Consultant or through an outside service, shall not be reimbursable but should be
included in Basic Services.
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6.1.2 If authorized in advance by the City Manager or the City's Construction Manager,
expense of overtime work requiring higher than regular rates not caused by Consultant, or, not
included as part of Consultant's Basic Services, special consulting services, if any, or other services.
6.1.3 Expense of any additional insurance coverage or limits requested by the City in
excess of the insurance requirement set forth in Article 14.
6.1.4 Expense of transportation in connection with the Projects; living expenses in
connection with out-of-town travel; long distance communications; and fees paid for securing
approvals of authorities having jurisdiction over the Projects. Consultant shall comply with the City's
standards for reimbursable travel expenses. Travel within Dade County shall not be reimbursable.
6.1.5 Expense of reproduction, postage and handling of drawings, specifications and other
documents, required for submittals to the City or to any agency involved in the review of documents,
except for those expenses to be borne by the Consultant under the Basic Services. Reproductions
postage and handling for the office use of the Consultant and the Consultant's consultants in their
normal communications during document production phases and during construction administration
phase are not reimbursable.
6.1.6 Aerial photography expenses and other photographic production expenses.
ARTICLE 7. PAYMENTS TO THE CONSULTANT
7.1 PAYMENTS ON ACCOUNT OF BASIC SERVICES
7.1.1 Payments for Basic Services shall be made monthly based upon work completed and
approved by the Construction Manager, upon presentation and receipt of Consultant's invoice or
statement. When compensation is made on the basis of a lump sum, then payments shall be made
in proportion to the services performed in each phase so that the payments for Basic Compensation
for each phase shall equal the following percentages of the Total Compensation payable: Schematic
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 Article
2.11, and for Reimbursable Expenses, as defined in Article 6, shall be made within forty-five (45)
days of presentation of the Consultant's detailed statement or invoice of services rendered or
expenses incurred, which shall be rendered in duplicate to the City Manager.
7.3 PROJECTS SUSPENSION OR TERMINATION
7.3.1 Upon written notice to Consultant, the City shall have the right to suspend or
terminate the services called for in the Agreement. If the Projects are 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 Projects are resumed after being suspended
for more than three (3) months, the Consultant's compensation shall be equitably adjusted including
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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 locations.
ARTICLE 9. OWNERSHIP AND USE OF DOCUMENTS
9.1 All plans or drawings will be prepared and submitted by Consultant to City for
approval. Working drawings will be prepared on Plate B tracing cloth or mylar drafting film or the
equivalent, and Document Production shall be on CADD. Lettering shall be clearly legible when
the sheets are reproduced and reduced to half size.
9.2 All documents including, but not limited to, tracing, drawings, estimates,
specifications, investigations and studies completed or partially completed, shall become the
property ofthe City and the Consultant upon the completion or termination of each Project.
9.3 Upon completion of the construction of each Project, Consultant shall, within ninety
(90) calendar days following final inspection, deliver to the City the original contract working
drawings and tracings, or mylar or sepia prints (3 mil), correct to "as built" conditions, to the City's
Construction Manager, including all changes made during the course ofthe Projects. The Consultant
shall deliver the above documents to the City within thirty (30) days of completion of the Projects,
or termination of this Agreement, or termination or abandonment of the Projects.
ARTICLE 10. TERMINATION OF AGREEMENT
10.1 RIGHT TO TERMINATE
The City is a government entity and is subject to the appropriation of funds by its legislative
body in an amount sufficient to allow continuation of its performance in accordance with the terms
and conditions of this Agreement. In the event there is a lack of adequate funding for the Projects,
the Projects may be abandoned or terminated, and the City may cancel this Agreement as provided
for herein.
10.2 DEFAULT AND TERMINATION FOR CAUSE
10.2.1 The City may terminate this Agreement for cause in the event that: (1) the Consultant
willfully violates any provisions of this Agreement or performs same in bad faith; (2) unreasonably
delays the performance of the Services, and such default, as set forth only in (1) and/or (2) above,
is not cured within thirty (30) days after written notice to the Consultant; (3) the Consultant is placed
in either voluntary or involuntary bankruptcy; or (4) makes an assignment for the benefit of
creditors. Provided, however, that if such default, as set forth only in (1) and/or (2) above, is
curable, but of such nature that the cure cannot be completed within such thirty (30) day period, and
Consultant shall notify the City of same in writing and the City shall so approve Consultant's
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in either voluntary or involuntary bankruptcy; or (4) makes an assignment for the benefit of
creditors. Provided, however, that if such default, as set forth only in (1) and/or (2) above, is
curable, but of such nature that the cure cannot be completed within such thirty (30) day period, and
Consultant shall notify the City of same in writing and the City shall so approve Consultant's
request, such failure will not be deemed a default if Consultant promptly commences a cure upon
receipt of a cure notice and diligently prosecutes such cure to completion; provided, however that
such cure period shall not exceed sixty (60) days.
10.2.2 In the event this Agreement is terminated by the City for cause, the City, acting
through the City Manager, may take over the Services and complete them, by contracting with
another Consultant(s) or otherwise, including design consultant or other consultants referenced in
the Agreement, provided that they too are not in default of the Agreement. In such event, the
Consultant shall be liable to the City for any additional costs incurred by the City due to such
termination as set forth in this Article. "Additional Cost" is defined as the difference between the
actual cost of completion of such incomplete Services at a fee similar to the one negotiated for this
Agreement, and the cost of completion of such Services which would have resulted from payments
to the Consultant hereunder had the Agreement not been terminated.
10.2.3 Payment for Services satisfactorily performed by the Consultant prior to receipt of
Notice of Termination for cause, and accepted by the City, shall be made in accordance with Article
10.3 herein, and the City shall have no further liability for compensation, expenses or fees to the
Consultant.
10.2.4 Upon receipt of written notice of termination, the Consultant shall, when directed by
the City, promptly assemble and submit as provided herein or as required in the written notice
hereunder, all documents including drawings, calculations, specifications, correspondence, and all
other relevant materials affected by such termination.
10.2.5 In the event of termination for cause, no payments to the Consultant shall be made
(1) for Services not satisfactorily performed (as referenced by the City's Notice of Default/Notice
to Cure; "not satisfactorily performed" to be defined as not conforming to the Standard of Care
referenced in Article 2.5.3); and (2) for assembly and submittal of documents for the Services
performed satisfactorily or unsatisfactorily.
10.2.6 The Consultant may terminate the Agreement for cause in the event that the City,
acting through the City's Project Coordinator or otherwise, willfully violates any provisions of the
Agreement or unreasonably delays payment for the Services, and such default is not cured within
thirty (30) days after written notice to the City. In that event, payment for Services satisfactorily
performed prior to the date of termination shall be made in accordance with Article 10.3 herein.
Provided, however, that if the City's default is curable, but of such nature that the cure cannot be
completed within such thirty (30) day period, such failure will not be deemed a default if City
promptly commences a cure upon receipt of such notice and diligently prosecutes such cure to
completion; provided, however that such cure period shall not exceed sixty (60) days. The
Consultant shall have no right to terminate the Agreement for convenience of the Consultant,
without cause.
10.3 IMPLEMENTATION OF TERMINATION
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In the event of termination either for cause or for convenience, the Consultant, upon receipt
of the notice of termination, shall (1) stop the performance of Services under the Agreement on the
date and to the extent specified in the notice of termination; (2) place no further orders or
subcontracts except as may be necessary for completion of any portion(s) of the Services not
terminated, and as authorized by the written notice; (3) terminate all orders and subcontracts to the
extent that they relate to the performance of the Services terminated by the notice of termination; (4)
promptly assemble and properly deliver to the City within fifteen (15) days of receipt of the notice
of termination all finished and unfinished documents, whether originals or copies, of the work
performed, including all data, studies, surveys, drawings, maps, models, photographs, reports,
calculations, specifications, correspondence, and all other work products prepared by the Consultant
and other relevant materials affected by the termination; (5) and complete performance of any work
as shall not have been terminated by the notice of termination.
1 0.4 TERMINATION FOR CONVENIENCE
10.4.1 THE CITY, IN ADDITION TO THE RIGHTS AND OPTIONS TO TERMINATE
GIVEN ABOVE, OR ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT,
RETAINS THE RIGHT TO TERMINATE THIS AGREEMENT AT ITS SOLE OPTION AT ANY
TIME FOR CONVENIENCE, WITHOUT CAUSE AND WITHOUT PENALTY WHEN IN ITS
SOLE DISCRETION, IT DEEMS SUCH TERMINATION IS IN THE BEST INTEREST OF THE
CITY.
10.4.2 In the event the City cancels or terminates the Agreement, as provided in Article 10.1
or 10.4 herein, the Consultant shall be compensated for all Services rendered by the Consultant and
its consultants, and Reimbursable Expenses, up to the time of said cancellation or termination. The
City shall have no further liability for compensation, expenses or fees to the Consultant, and the
Consultant shall perform its termination related to obligations under the Agreement.
10.5 NON-SOLICITATION
The Consultant warrants that it has not employed or retained any company or person, other
than an employee working solely for the Consultant, to solicit or secure this Agreement: and that it
has not paid, nor agreed to pay any company or other person any fee, commission, gift or other
consideration contingent upon the execution of this Agreement. For breach or violation of this
warranty, the City has the right to terminate this Agreement without liability to the City for any
reason whatsoever.
ARTICLE 11. MISCELLANEOUS PROVISIONS
11.1 This Agreement shall be governed by the laws of the State of Florida.
11.2 Terms in this Agreement which have not been defined in Article I shall have the same
meaning as those in AIA 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
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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 AIA Document A201, General
Conditions of the Contract for Construction, current as of the date of this agreement. The City and
the Consultant each shall require appropriate similar waivers from their contractors, consultants and
agents.
ARTICLE 12. 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.
This Agreement may be amended only by written instrument signed by both City and
Consultant utilizing the same formalities as were used for its adoption.
ARTICLE 13. INSURANCE
13.1 The Consultant shall comply throughout the term of this Agreement with the
insurance stipulated herein. It is agreed by the parties that the Consultant shall not commence with
these Projects 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 coverages. The City must be named as an additional
insured on this policy.
(c) Worker's compensation and employer's liability coverage within the statutory limits
of the State of Florida.
(d) Thirty (30) days prior written notice, of cancellation or of substantial modifications
in the insurance coverages, must be given by the Consultant to the City Manager.
(e) The insurance must be furnished by an insurance company rated B+:VI or better, or
its equivalent, according to Best' Guide Rating Book and must additionally be furnished by insurance
companies duly authorized to do business in the State of Florida and countersigned by the company's
Florida resident agent.
ARTICLE 14. INDEMNIFICATION
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14.1 In consideration of a separate and specific consideration of$1 0.00 and other good and
valuable consideration the receipt of which is hereby acknowledged, the Consultant hereby agrees
to indemnify, defend and hold the City and its employees, agents and authorized representatives
harmless with respect to any and all costs, claims, damages and liability which may arise out of the
performance of this Agreement as a result of any negligent acts, errors or 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 15. VENUE
15.1 This Agreement shall be enforceable in Dade County, Florida, and if legal
action is necessary by either party with respect to the enforcement of any or all of the terms
or conditions herein exclusive venue for the enforcement of same shall lie in Dade County,
Florida.
ARTICLE 16. LIMITATION OF LIABILITY
16.1 The City desires to enter into this Agreement only if in so doing the City can place
a limit on City's liability for any cause of action for money damages due to an alleged breach by the
City of this Agreement, so that its liability for any such breach never exceeds the amount of fee
under the Agreement. Consultant hereby expresses its willingness to enter into this Agreement with
Consultant's recovery from the City for any damage action for breach of contract to be limited to a
maximum amount of the fee set forth in the Agreement, less the amount of all funds actually paid
by the City to Consultant pursuant to the Agreement.
16.2 Accordingly, and notwithstanding any other term or condition of this Agreement, the
Consultant hereby agrees that the City shall not be liable to the Consultant for damages in an amount
in excess of the amount of fee under the Agreement, which amount shall be reduced by the amount
actually paid by the City to the Consultant pursuant to the Agreement, for any action or claim for
breach of contract arising out of the performance or non performance of any obligations imposed
upon the City by this Agreement. Nothing contained in this Article or elsewhere in this Agreement
is in any way intended to be a waiver of the limitation placed upon City's liability as set forth in
Section 768.28 Florida Statutes.
ARTICLE 17. ADDITIONAL CONDITIONS
17.1 The parties each hereby bind themselves, their successors, assigns and legal
representatives to each other with respect to the terms of the Agreement. Neither party shall assign,
sell, pledge or otherwise transfer this Agreement or any portion thereof, without written
authorization and consent of the other party to this Agreement. The parties agree that the
Consultant's services are unique in nature and that the Consultant may only receive such
authorization by way of a City Commission resolution.
17.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
25
17.2 The Consultant, its consultants, agents and employees and sub-contractors, shall
comply with all applicable federal, state and county laws, the Charter, related laws and ordinances
of the City of Miami Beach, and with all applicable rules and regulations promulgated by local, state
and national boards, bureaus and agencies as they relate to this Project.
17.3 All communications relating to the day-to-day activities shall be exchanged between
the Project Manager appointed by the Consultant and the Construction Manager designated by the
City. The Consultant's Project Manager and the City's Construction Manager shall be designated
promptly upon commencement of the Services.
17.4 All other notices and communications in writing required or permitted hereunder may
be delivered personally to the representatives of the Consultant and the City listed below or may be
mailed by registered mail, postage prepaid, (or airmailed if addressed to an address outside of the
city of dispatch).
Until changed by notice in writing, all such notices and communications shall be
addressed as follows:
TO CONSULTANT:
REG Architects Incorporated
330 Clematis Street, Suite 114
West Palm Beach, FL 33401
Attn
TO THE CITY:
Office of the City Manager
1700 Convention Center Drive
Miami Beach, FL 3313 9
(305) 673-7080
Attn
WITH COPIES TO:
Office of the City Attorney
1700 Convention Center Drive
Miami Beach, FL 33139
Attn
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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.
ATTEST:
CITY CLERK
CONSULTANT:
WITNESS:
/Ze 6' .,6rtz.a.t./'f6c.-tS, fJJc'.
.
~~
(Sl nature)
By:
.n1'tlf1~ 4. Rf)k~
(Type Name of Person Signing)
111~ 6:NPru!.r
(Type Name of Person Signing)
WITNESS:
(Signature)
CORPORATE SEAL
(Type Name of Person Signing)
APPROVED AS TO
FORM & WlGUAGE
& FOR EXECUTION
1JJ!~1
t/1JJ,?7
27
SCHEDULE "B"
CITY OF MIAMI BEACH CONSULTANT BASIC SERVICES
FINAL
SERVICE COMPONENT NEGOTIATED
FEE
Basic Services $208,000
(Includes 12 Community (8.0%)
Meetings)
Surveying * $16,500
Environmental Permitting * N/A
Reimbursables * $10,000
Grand Total: $234,500
*
Not to exceed lump sum based on invoices submitted.
(!)v--I
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