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HomeMy WebLinkAboutSEOPW-CRA-R-98-0012SEOPW/CI A. RESOLUTION NO. 9 8 - 12 RESOLUTION RATIFYING THE ENGAGEMENT BERMELLO, AJAMIL & PARTNERS, INC. TO PROVIDE PLANNING AND ARCHITECTURAL SERVICES TO THE COMMUNITY REDEVELOPMENT AGENCY WHEREAS, the Community Redevelopment Agency (the "CRA") is responsible for carrying out community redevelopment activities and projects in the Southeast Overtown/Park West Redevelopment Area (the "SEOPW Redevelopment Area") and in the Omni Redevelopment Area (the "Omni Redevelopment Area") pursuant to a Redevelopment Plan in effect for each such redevelopment area; and WHEREAS, the CRA requires the services of qualified professionals and professional firms to assist the CRA in carrying out such redevelopment activities in the Omni Redevelopment Area and to assist the CRA with various internal management and administrative matters; and WHEREAS, the CRA has engaged and is currently employing Bermello, Ajamil and Partners, Inc. to provide planning and architectural services. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COMMUNITY REDEVELOPMENT AGENCY: Section 1. The recitals contained in the preamble to this Resolution are hereby adopted by reference and incorporated in this Resolution as if fully set forth in this Section. Section 2. The CRA is hereby ratifies the engagement of Bermello, Ajamil and Partners, Inc. to provide planning and architectural services in connection with the CRA's activities in the Omni Redevelopment Area. sorwxu 9 8 - 12 Section 3. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 30th day of June . 1998. 4*r(,*: W"W,- Arthur E. Teele, r., Chairman c:lerx APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP Counsel to the CRA MIA4-632744 2 SWPW/CRAB 98- 12 1rII-05-98 ':'rill 3' 36 PMI F jA-A (:?,:IIl1 FAX N0. 3C5 360 3768 PROFESSIONAL SERVICES AGREEMENT F. 413 THIS AGREEMENT entered into this day of , 1998, by and between the Southeast Overtown/Park West Community Redevelopment Agency, a body corporate and politic of the State of Florida (the "CRA"), and Bermello, Ajamil & Partners, Inc., a Florida corporation (the "Contractor") WITNESSETH WHEREAS, the CRA is responsible for the implementation of the Southeast Overtown/park West Community Redevelopment Plan, dated December, 1982, as amended from time to time (the 'Redevelopment Plan"); and WHEREAS, the CRA requires the services of a professional architectural firm to assist and advise the CRA in the planning, design and construction of projects which are part of the Redevelopment Plan; and WHEREAS, the Contractor is a professional architectural planning and engineering firm and desires to perform services for the CRA; and WHEREAS, the Contractor and the City of Miami have entered into a Professional Services Agreement, dated August 26, 1996, as amended (the "City Agreement"), which is incorporated herein by reference. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the CRA and the Contractor agree as follows; 1. Term: The term of this Agreement commenced on 1998, and shall continue until , (the "Expiration Date"), subject, however, to the provisions of Section 6 hereof. 2. Scope of Services: The CRA may request, and the Contractor shall provide, architectural planning and engineering services in connection with the projects undertaken by the CRA from time to time in accordance with the Redevelopment Plan (the "Projects,,) . Prior to the execution of this Agreement, the CRA has requested the Contractor's services with certain specific projects which are described on Exhibit A attached hereto. Other than the projects on Exhibit A, no specific project is designated under this Agreement. The Projects and the details of the services required to be performed by the Contractor shall be described in a work order ("Work Order") to be issued by the CRA. All requests by the CRA for services shall be made by a written request for services ("RFS") issued by the CRA. The RFS sBOP - CRA 9 8 - 12 Ji1Id-35-98 ':HLT ;:55 PM B&A—AF,,r'rj(:P,:Id FA:{ I10. 3nh qGn 3758 P. 4 shall describe the Project and the work to be performed by the Contractor and the time schedule in which the work must be completed. Upon receiving the RFS, the Contractor and the CRA shall meet as soon as practicable to discuss the details of the Project. Subsequent to the meeting, the Contractor shall submit to the CPA a proposal at no cost to the CRA. If the CRA and Contractor agree on the amount of compensation and the schedule and time for completion of the work, then the CRA shall issue a Work Order and a Notice to Proceed. The services to be rendered by the contractor for the Project shall commence within 24 hours upon receipt of the Notice to Proceed and shall be completed within the time agreed upon as shown in the Work Order. All work performed by the Contractor pursuant to this Agreement shall be performed with all applicable dispatch, in a sound, economical, efficient and professional manner and within the time and the manner required in the Work order. The Contractor shall in the performance of services for the CPA comply with all applicable Federal, State and local laws, ordinances and codes. in the performance of services for the CRA on a Project, the Contractor agrees to: (a) strive to complete the work within the time allowed by maintaining an adequate staff of qualified employees and/or subconsultants on the work at all times. (b) be fully responsible for the professional and technical services required to be rendered in the performance of the work. (c) cooperate fully with the CRA in order that all phases of the work may be properly scheduled, coordinated, and executed. (d) report the status of the Project to the CRA upon request or as required by this Agreement, and maintain all notes, calculations, and related work open to inspection by the CRA, at all times during the term hereof. (e) prepare the plans, specifications and all other documents pertaining to the Project in compliance with all applicable Federal, State and local laws, codes, ordinances and regulations. (f) promptly deliver to the CRA copies of minutes of all relevant meetings relating to the Project at which Contractor is present. �a swPw'cRA 9 8 — 12 `6 PM P&A-ACCCG I ."::is PAX N0. 3768 P. 6 (g) be available for general consultation and advice at all times during the term of the Project. 3. CRA's Responsibilities. The CPA shall make available to the Contractor for its inspection and use all plats, maps, surveys, aerials, records and other information regarding a Project that the CRA has at its disposal. 4. Compensation. The compensation and reimbursable expenses to be paid to the Contractor under this Agreement shall be determined in the same manner that the Contractor's compensation is determined under Section 11 of the City Agreement, including the use of the hourly rates specified in said Section 11. 5. Payment of Compensation. Compensation to be paid to the Contractor under this Agreement shall be paid at the times and in the manner described in Section 12 of the City Agreement. G. Extension' of Expiration Date. In the event the Contractor is engaged in any Project(s) on the Expiration bate, then this Agreement shall remain in effect until completion or termination of said Project(s). No new work Orders shall be issued after the Expiration Date. 7. Schedule of work. The CRA shall have the sole right to determine which Project(s) shall be assigned to the Contractor and the work schedule and time for performance. 8. Extra work Expenses. If the Contractor has incurred extra work or expense due to changes ordered by CRA after any portion of the work is approved by the CRA, then the payment for such extra work shall be the subject of a Change Order, and shall be approved by the CPA if, in the CRA's reasonable opinion, such Change Order is warranted. 9. Approval by CRA. Whenever the CRA is required to approve, give its comments to, or reject any document or drawing submitted to it by Contractor, the CRA agrees to do so within twenty (20) days following its receipt of such document or drawing. Such approval, revisions or recommendations by the CRA shall not relieve the Contractor of its responsibility for the work. The Contractor shall correct any errors noted in the specifications or drawings at no additional cost to the CRA. 10. Conflict of Interest. (a) Contractor covenants that it will not provide or propose to provide services to the CRA in connection with any Project with respect to which any person under its employ who exercises any functions or responsibilities in connection with this Agreement has any direct or indirect personal financial interest. 3 seo�w`a�► 9 8 -� i .'HTi 3 i 27 FM BSA-A`-,1 ! . F,' NG FA"', N1 ,,; 860 3768 F. 6 Any such interests on the part of Contractor or its employees must be disclosed in writing to CRA. (b) Contractor is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V), Miami -Dade County, Florida (Miami -Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with the terms of said laws. 11. Ownership of Documents. All reports, tracings, drawings, plans, specifications, survey information maps, computer media, and other data developed by the Contractor for the purpose of this Agreement shall become the property of the CRA without restriction or limitation upon use and shall be made available by the Contractor at any time upon request of the CRA. When any work contemplated under this Agreement is completed or for any reason terminated prior to completion, all of the above data shall be delivered to the CPA. Any reuse of the documents by the CRA for purposes other than what such documents were intended for shall be at the sole risk of the CRA. 12. Termination and Suspension of Agreement. (a) Each party retains the right to terminate this Agreement at any time prior to the completion of the work without penalty to the other party. In such event, the terminating party shall give written notice of termination to the other party (and if the CRA is the terminating party the Contractor shall be paid for services rendered up to the date of the notice, provided, however, that the Contractor is not in default under the terms of this Agreement and as set forth in Section 24 hereof), (b) In the event of termination, all documents, plans, and other documents developed by Contractor under this Agreement shall become the property of the CRA, with the same provisions of use as set forth in Section 11 hereof. (c) It is further understood by and between the parties that any information, contract documents, plans, drawings, or any other matter whatsoever which is given by the CRA to the Contractor pursuant to this Agreement shall at all times remain the property of the CRA and shall not be used by the Contractor for any other purposes whatsoever without the written consent of the CRA. 13. Award of Agreement. The Contractor warrants that it has not employed or retained any company or person to solicit or secure this Agreement, that it has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other consideration contingent upon or resulting from the award or making of this Agreement. 4 M RA98- 12 J11P1-�5-? 'H'T 3� 7�7 FM BSA-A;'F'r (:F,:11( 110. 30� 360 3768 P. 7 The Contractor also warrants that to the best of its knowledge and belief no Commissioner, Mayor or other officer or employee of the CRA is interested directly or indirectly in the profits or emoluments of this Agreement. 14. Subconsultants. (a) The City Agreement designates certain Approved Subconsultants. The Contractor shall employ Approved Subconsultants where their specialties are required to perform the work for an assigned Project. (b) The Contractor may choose additional subconsultants provided it first obtains the prior written approval of the CRA. The Contractor may not exclude Approved Subconsultants from a Project without the CRA's prior written consent. The reasons for hiring additional subconsultants or for the replacement of the Approved Subconsultants shall be detailed in the Contractor's written request for CRA's consent. (c) The Contractor shall be responsible for all the work of its organization, employees and its subconsultants. Nothing contained in this Agreement shall create any contractual relationship between any of the subconsultants working for the Contractor and the CRA. The Contractor agrees and understands that it is in no way relieved of any responsibility under the terms of this Agreement by virtue of any other professional who may associate with it in performing the work. 15. Entire Agreement. This Agreement represents the entire and integrated agreement between the CRA and the Contractor and supersedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instrument executed by CRA and Contractor. 16. Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective heirs, executors, legal representatives, successors and assigns. 17. Right to Audit. The CRA reserves the right to audit records of the Contractor pertaining to this Agreement anytime during the term hereof, and for a period of three (3) years after final payment is made under this Agreement. 18. Insurance. During the term of this Agreement, the Contractor shall maintain the same insurance coverage as required under the City agreement, except the CRA shall be named the primary Additional insured under all policies. The Contractor shall furnish certificates of insurance to the CRA prior to the commencement of any work on any Project, which shall clearly indicate that the Contractor has obtained insurance 5 98— i2 UN-25-98 °'HU 3: ^8 FM B SA- "CG ' R'NG FA,� 110. 3,"� 50 376 ^n8 P. 8 in the type, amount and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without the thirty (30) days written notice of the CRA. Compliance with the foregoing requirements shall not relieve the Contractor of its liability and obligations under any portion of this Agreement. 19. Right of Decisions. All services shall be performed by the Contractor to the satisfaction of the Executive Director of the CRA who shall decide all questions, difficulties and disputes of whatever nature which may arise under or by reason of this Agreement, the prosecution and fulfillment of the services hereunder, and the character, quality, amount, and value thereof, and the Executive Director's decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the Contractor does not concur in the judgment of the Executive Director as to any decision made by him or her, the Contractor shall present its written objections to the Governing Board of the CRA for a determination. 20. Non -Discrimination. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, handicap or marital status. The Contractor shall take affirmative action to ensure that applicants are employed, without regard to their race, color, religion, sex, age, national origin, handicap or marital status. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel officer setting forth the provisions of this Equal opportunity Clause. 21. Construction of Agreement. The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. 22. Independent Contractor. The Contractor and its employees and agents and any subconsultants and its employees and agents, shall be deemed to be Independent Contractors and not agents or employees of the CRA; and shall not attain any rights or benefits generally afforded employees; further they shall not be deemed entitled to Florida workers' Compensation benefits as employees of the CRA. 6 sE®Pwp RA 5 g -. 12 JUN-'25-98 :'E 3' 28 FM FAX I10. 3n� q6O 378 F, 9 23. Non-Delegability. It is understood and agreed that the obligations undertaken by the Contractor pursuant to this Agreement shall not be delegated or assigned to any other person or firm without the CRA's prior written consent, which may be withheld at CRA's sole discretion. 24. Default Provision. In the event that Contractor shall fail to comply with each and every term and condition of this Agreement or fails to perform any of the terms and conditions contained herein, then the CRA, in addition to all other remedies available by law, at its sole option, upon written notice to Contractor may cancel and terminate this Agreement, and all payments, advances or other compensation paid to Contractor by CRA while Contractor was in default of the provisions herein contained, shall be forthwith returned to CRA. 25. Contingency Clause. Funding for this Agreement is contingent on the availability of funds and continued authorization for program activities and is subject to amendment or termination due to lack of funds or authorization, reduction of funds, and/or change in regulations. 26. Minority_ Procurement Compliance. The Contractor acknowledges that it has been furnished a copy of ordinance No. 10062, the Minority Procurement ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. 27. Indemnification. The Contractor covenants and agrees that it will indemnity and hold harmless the CRA, its officers, agents and employees from any and all claims, losses, damages, costs, charges or expenses arising out of or in connection with the negligent acts, actions, or omissions of the Contractor or any of its officers, agents, employees or subconsultants, whether direct or indirect, provided, however, that Contractor shall not be liable under this Section for damages or injury arising out -of or directly caused by or resulting from the sole negligence of the CRA or any of its agents, officers or employees. The indemnity provided herein is not limited by reason of any particular insurance coverage in this Agreement. 28. Notices. All notices or other communications which shall or may be given pursuant to this Agreement shall be in writing and shall be delivered by personal service, or by registered mail addressed to the other party at the address indicated herein or as the same may be changed from time to time. Such notice shall be deemed given on the day on which personally served; or, if by mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier. 7 Fw'cRA 9 8 _ i 2 JU11-25-98 :'Hi 3 : 2 9 FM FAX 11C. ,"'r R60 3768 F..0 CRA: Executive Director HILDA TEJERA 300 BISCAYNE BLVD WAY, #430 Miami, Florida 33131 (305) 579-3497 CONTRACTOR: Bermello, Ajamil & Partners, Inc. ATTN: Willy Sermello 2601 South Bayshore Drive, loth F1. Miami, Florida 33133-5412 (305) 859-2050 29. Amendments. No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. 30. Miscellaneous Provisions. (a) Title and paragraph headings are for convenient reference and are not a part of this Agreement. (b) In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached documents, the terms in this Agreement shall rule. (c) No waiver or breach of any provision of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing, (d) Should any provision, paragraph, sentence, word or phrase contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable under the laws of the State of Florida or the City of Miami, such provision, paragraph, sentence, word or phrase shall be deemed modified to the extent necessary in order to conform with such laws, or if not modifiable to conform with such laws, then same shall be deemed severable, and in either event, the remaining terms and provisions of this Agreement shall remain unmodified and in full force and effect. IN WITNESS WHEREOF, the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. ATTEST : /Corporate Sec etar C? BERMELLO, AJAMIL & PARTNERS, INC., Florida corporation By. Title: Kit %V% • sEopw'c4 iz 1iJPd-35-98 "i' 3:29 PM Bc'A—ACC'G(:F,:iij FAX PIS. 3i,; 860 3768 F.:: WITNESS: DRDRA JOICE Financial Development Coordinator APPROVED AS TO FORM AND CORRECTNESS: Holland & Knight LLP CRA Counsel MIA4-599694 E SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, a body corporate and politic of the State of Florida By: HILDA, TEJERA Executive Director 12