HomeMy WebLinkAboutR-03-0873J-03-656
7/24/03
RESOLUTION NO. 03— 873
A RESOLUTION OF THE MIAMI CITY COMMISSION,
WITH ATTACHMENT (S) , BY A FOUR-FIFTHS (4/5 THS )
AFFIRMATIVE VOTE, RATIFYING, APPROVING AND
CONFIRMING, THE CITY MANAGER'S FINDING OF AN
EMERGENCY; WAIVING THE CONSULTANTS'
COMPETETITIVE NEGOTIATION ACT ("CCNA")
PROCEDURES AND AUTHORIZING THE ENGAGEMENT OF
BLISS AND NYITRAY, INC. AS STRUCTURAL
ENGINEERS TO DETERMINE THE LOAD BEARING
CAPACITY OF THE ORANGE BOWL, IN AN AMOUNT
GUARANTEED NOT TO EXCEED $118,000, INCLUSIVE
OF FEES AND REIMBURSABLE EXPENSES;
AUTHORIZING THE CITY MANAGER TO EXECUTE A
PROFESSIONAL SERVICES AGREEMENT, IN
SUBSTANTIALLY THE ATTACHED FORM, FOR SAID
PURPOSE; ALLOCATING FUNDS FROM AN ACCOUNT TO
BE IDENTIFIED BY THE CITY MANAGER.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. By a four-fifths (4/5th,) affirmative vote,
the City Manager's finding of an emergency, is ratified,
approved and confirmed, the Consultant's Competitive Negotiation
Act ("CCNA") procedures are waived, and the engagement of Bliss
and Nyitray, Inc. as structural engineers to determine the load
bearing capacity of the Orange Bowl, in an amount guaranteed not
to exceed $118,000, inclusive of fees and reimbursable expenses,
,s l em
CG, N. a AI2MI
CITY COMOSSION
MEEiMiG OF,
J U L 2 4 2003
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is authorized, with funds allocated from an account to be
identified by the City Manager.
Section 2. The City Manager is authorizedll to execute a
Professional Services Agreement, in substantially the attached
form, for said purpose.
Section 3. This Resolution shall become effective
immediately upon its adoption and signature of the Mayor.'
PASSED AND ADOPTED this 24th day of Jtly 2003.
UEL A. DIAZ, R
ATTEST:
PRISCILLA A.'THOMP ON, CITY CLERK
APPROVE�STO�RM AND CORRECTNESS:
ALEVILARELLO
CIT TORNEY
O1:tr:AS:BSS
1� The herein authorization is further subject to compliance with
all requirements that may be imposed by the City Attorney,
including but not limited to those prescribed by applicable City
Charter and Code provisions.
If the Mayor does not sign this Resolution, it shall become
effective at the end of ten calendar days from the date it was
passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the
City Commission.
Page 2 of 2 03- 873
PROFESSIONAL SERVICES AGREEMENT
[Structural Engineering Services]
This Agreement entered into this day of
2002, by and between The CITY of Miami, a Municipal
Corporation of the State of Florida, (the "CITY"), and Bliss &
Nyitray, Inc. a State of Florida corporation, (the
"PRINCIPAL" or "B & N").
WITNESSETH
WHEREAS, the CITY has scheduled a substantial number of
improvements and betterments for upcoming fiscal years at
the City of Miami oAed Orange Bowl Stadium (the "Project")
that require professional structural engineering services; and
WHEREAS, the Commission of the CITY of Miami, by
Resolution No.03- adopted on July 24, 2003, approved the
retention of the Principal to provide Structural engineering
services for the City relative to the Orange Bowl Stadium
including, without limitation, a plan for the necessary
repairs and maintenance of the structure including its
accurate condition, load capacity and life span authorized
the CITY Manager to negotiate the terms of and execute
agreements with said firms for the provision of the Services;
and
WHEREAS, the PRINCIPAL is one of the firms selected to
provide Structural engineering services and the PRINCIPAL -and
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the CITY wish to execute this Agreement to set forth the terms
and conditions of the engagement.
NOW, THEREFORE, in consideration of the mutual covenants
set forth herein, the CITY and the PRINCIPAL agree as follows:
TERMS
1. Recitals. The recitals and all statements contained
therein are hereby incorporated into and made a part of
this Agreement.
2. Term. The term of this Agreement shall be six (6) months
s, commencing on the date hereof and ending six (6) months
thereafter (the "Expiration Date"), subject, however, to
the provisions o€ Section 19 hereof. The CITY has the
right to extend the term hereof for an additional period of
six (6) months subject to the approval of the CITY Manager.
3. Subject Matter. This Agreement sets forth the terms and
conditions pursuant to which the CITY may request, and
PRINCIPAL shall provide, the Services, as defined in
Section 4 and 5 below, for one or more Projects. No
specific Project is designated under this Agreement. The
Project and the specific details of the Services required
to be performed by the PRINCIPAL shall be described in a
Work Order to be issued by the CITY in accordance with
Section 5.B hereof.
4. Definitions.
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l
A. PROJECT - means the proposed study area as generally
designated by the CITY or other related professional
services requested by the CITY.
B. WORK - means Structural engineering Services to be
rendered or provided by the PRINCIPAL for the PROJECT.
C. SERVICES - means the Basic Services and/or the Scope of
Work, as described in Section 6 hereof, to be performed
by the PRINCIPAL under this Agreement.
D. CIP BUDGET - means the amount allocated by the CITY for
the PROJECT and all increases authorized by the CITY.
The City shall have no liability for fees or costs,
which exceed tie CIP BUDGET, in the absence of an
amendment to this Agreement. The CIP Budget for this
work is one hundred eighteen thousand ($118,000.00)
dollars.
E. PROJECT MANAGER - means the Director of the Department
of Capital Improvement Projects ("CIP") or his/her
designee. For purposes of this Agreement the term
PROJECT MANAGER shall be interpreted to be read in
conjunction with CITY insofar as that any time an
administrative approval by the CITY, comment or decision
is appropriate from the CITY under this Agreement the
PROJECT MANAGER shall have the authority to act'for the
CITY. The PROJECT MANAGER may, at his/her discretion,
consult with the DIRECTOR or the City Manager on. any
such matter. The PROJECT MANAGER may reallocate the
funds established in the CIP BUDGET between different
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categories of work, if warranted. The PROJECT MANAGER
shall not be authorized to execute amendments, or to
make decisions on matters of policy or matters that
would cause any increase in any of the SERVICES or CIP
BUDGET.
5. Services.
A. General
i. At the City's request, made in accordance with Sub -
Section B below, PRINCIPAL shall perform the Services
described in Section 6 below. The Services include
but are not limited to the services outlined in
Section 6 herein and services that may be required in
connection with a Project. The Work shall be performed
in a sound, economical, efficient and professional
manner and within the time and the manner required in
the Work Order, as mutually agreed upon by the
PRINCIPAL and the CITY.
ii. The PRINCIPAL shall perform the Work under the
direction of, and in close coordination with, the
Project Manager. The PRINCIPAL shall provide all
professional and technical services comprising the
Work and shall be fully responsible for all the
professional and technical aspects thereof. The
City's Project Manager review and approval of the Work
will relate only to overall compliance with the
general requirements of the Project and whenever the }
term "approval by the CITY" or like term is used in j
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this Agreement, the phraseology shall in no way
relieve the PRINCIPAL from any duties or
responsibilities under the terms of this Agreement or
from using the best professional Structural
engineering practices.
iii. The PRINCIPAL shall, in the performance of the
Work, comply with all Federal, State and Local codes,
ordinance and regulations, pertaining to the Project,
including, without limiting the generality of the
foregoing, the Federal Wage -Hour Law, Walsh -Healy Act,
the Occupational Safety and Health Act, the Florida
Worker's Compensation Act, the National Environmental
Policy Act and Equal Employment Opportunity
Legislation, as they may be amended from time to time.
iv. In the performance of the Work, the PRINCIPAL agrees
to:
a. Strive to complete the Work within the time allowed
by maintaining an adequate staff of qualified
employees on the Work at all times. Unless other
stated in a Work Authorization or an amendment to
the Agreement time is of the essence in the
performance and completion of the Work.
b. Be fully responsible for the professional and
technical services required to be rendered in the
performance of the Work.
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C. Cooperate fully with the CITY in order that all
phases of the Work may be properly scheduled,
coordinated, and executed.
d. Report, in writing, the status of the Project to
the Project Manager, upon request, or as required
by this Agreement, and maintain all notes and
related Work open to inspection by the CITY, at all
times during the term hereof and for three (3)
years thereafter.
e. Prepare the plans, texts and all other documents
pertaining to the Project in compliance with all
applicable= federal, state and local laws, codes,
ordinances, rules and regulations.
f. Be available for general consultation and advice
during the term of the Project.
v. The CITY agrees to make available to the PRINCIPAL
any currently existing and pertinent plans and other
data in City's possession pertaining to the Work to be
performed for the Project. The PRINCIPAL' shall
recommend to the CITY and be responsible for the
review and interpretation of appropriate plans and
reports that need to be obtained or performed for the
proper execution of the Principal's services.
B. Requests For Services.
i. Except in emergency situations, as determined by, the
City Manager under the applicable provisions of the
City Procurement Ordinance, all requests for Services
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shall, beyond those already set forth in this
Agreement and its exhibits, be made by a written
Request For Services ("RFS") issued by the Project
Manager. In case of an emergency situation, the CITY
may issue a verbal RFS to be followed by a written RFS
(or, after approval, by a Work Order) and a Notice to
Proceed, as soon as practicable thereafter. All such
documents shall be in writing. The RFS shall describe
the Project and each section of the Work to be
performed by the PRINCIPAL and the time schedule in
which the Work must be completed.
ii. If applica*le, upon receipt of the RFS, the
PRINCIPAL shall make arrangements to meet with the
Project Manager and a meeting shall be held within ten
(10) days following receipt of the RFS, to discuss the
Planning Budget, estimated amount of compensation,
Project schedule and deadline, and the schedule and
scope of the Work. All formats for the Work are to be
as presently used by the CITY of Miami Planning
Department, unless otherwise directed in writing by
the Project Manager.
iii. Subsequent to the meeting, the PRINCIPAL shall
submit to the CITY a proposal at no cost to the CITY.
If CITY and PRINCIPAL agree on the amount of
compensation and the schedule and time for completion
of the Work, then the Project Manager shall issue a
Work Order and Notice to Proceed.
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iv. The Services to be rendered by the PRINCIPAL for the
Project shall commence within twenty-four (24) hours
upon receipt of the Notice to Proceed and shall be
completed within the time agreed upon as shown in the
Work Order. If no work order or Notice to Proceed is
issued with a different date, all work shall be
completed and submitted within six (6) months of
execution of this Agreement.
v. PRINCIPAL understands and agrees that failure to
comply with the foregoing provisions within the time
required herein may result in the Project being
awarded to mother firm and/or this Agreement being
cancelled.
6. Scope of Work - Scope of Work consists of complete
professional structural engineering services for any or all
described in this Agreement and its Exhibits :
i) Scope of Services
ii) Project Schedule
iii) Project Budget, inclusive of all fees and reimbursable
expenses.
iv) To the extent that the provision of Services for a
Project require any services, outside the Principal's
expertise, the PRINCIPAL shall use the services of
those, if any, who have been designated as "Approved
Sub -consultants," as the term is defined in section 16
herein. The PRINCIPAL agrees to coordinate its effort j
with that of the Subconsultants involved in a Project �f
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to assure fully coordinated and complete Work. The
PRINCIPAL is responsible for direction, supervision
and work product of "Approved Sub -Consultants." The
PRINCIPAL shall prepare and coordinate the delivery of
final documents to be provided to the CITY. The
PRINCIPAL may also be required to provide consulting
services to the CITY on various matters that do not
result in plans and, drawings. The CITY acknowledges
that any agency of the CITY may purchase services in
part or in whole from this contract, provided that
there is compliance with all applicable laws, and that
the authorizattion of the City Commission or the CITY
Manager, as applicable to the amount involved, or his
authorized designee, gives prior , written permission.
A. Phase I - Programming:
i. The PRINCIPAL shall confer with the Project Manager
and other designated representatives of the CITY,
including the Department in charge of the Project, to
determine the general requirements for the completion
of the Project all within the CIP Budget which shall
have been established by the CITY at project
initiation.
ii. The PRINCIPAL shall use proper and adequate
engineering controls to assure the CITY that the
Project will be executed within the CIP Budget and
Project Schedule.
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iii. If warranted, the PRINCIPAL shall prepare a written
discuss
or verbal presentation to the CITY to the
documents and plans required by the Scope of Services.
This presentation shall include a written proposed
Project Schedule.
iv. The proposed Project Schedule shall include a
timetable indicating the completion date of the
Project.
v. The documents and plans shall consist of all
documents and drawings (as may be required by the
Agreement or its exhibits), and any applicable Notice
to Proceed, Rork Order or other written authorization
issued by the Project Manager.
vi. If necessary, as determined by the CITY and the
PRINCIPAL, the PRINCIPAL shall make a written or
verbal presentation to discuss the plans and documents
required by the scope of services to the appropriate
CITY Boards (such as the Orange Bowl Advisory Board ).
Such presentations will be a part of the PRINCIPAL'S
basic services and shall not be billed as additional
services.
vii. The PRINCIPAL shall submit to the CITY two (2)
copies of all documents required under this Agreement
, at no additional charge, for approval by the CITY.
The PRINCIPAL shall not proceed with the next Phase
until directed by the Project Manager.
B. Phase II - Charrette(s):
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i. After receiving approval from the CITY CIP Director ,
the PRINCIPAL may conduct charrette(s) as may be
appropriate and applicable.
ii. The charrette(s) may be conducted to gather
information and solicit feed back from directly
affected or impacted appropriate City departments,
groups, and individuals as determined by the CITY and
the PRINCIPAL, and other Orange Bowl recurrent users,
that use the facility in order to initiate
preparation and refine the documents described in the
scope of services.
iii. The PRINCIPAL shall submit to the CITY, two (2)
sets of all documents required under this Phase, at no
additional charge, for written approval of the CITY
Project Manager. The PRINCIPAL shall not proceed with
the next phase until directed, in writing, by the
Project Manager.
C. Phase III - Draft Report
i. From any approved draft Documents, the PRINCIPAL
shall prepare a set of a revised draft Report setting,
forth in detail the findings and components of the all
the documents required under the scope of services.
(i.e.: Building Code, Master Plans, Architecture
codes, etc.)
ii. The draft Report shall be prepared in a manner that
will assure clarity.
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Whenever computer using InDesign, Autocad and
Microsoft "Word" format, shall create possible, the
Draft Report. Another format may be used only if
approved, in advance and in writing, by the CITY
PROJECT MANAGER.
iv. The PRINCIPAL shall make, as necessary by either
party, presentations of the draft documents as
outlined and identified within the corresponding scope
of Work.
D. Phase IV - Submittal of Final Report :
i. PRINCIPAL scall make all required changes or
additions and resolve all questions resulting from the
City's review within the limits of the agreed schedule
and scope of services. This shall be at no additional
charge to the CITY, except for changes requested by
the CITY that are in conflict with prior CITY
directives or approvals or constitute the City's
modifying the scope or program of the project. All
revised reports and any other documents shall be
submitted to the CITY for written approval. After
written approval by the CITY, the PRINCIPAL shall
furnish, at no additional charge, a master set of a
final structural engineering report in compliance with
applicable law and this Agreement, and any related
reproducible drawings and documents to the CITY
PROJECT MANAGER.
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J
7. Project Completion Time; Time Extensions; No Damages for
Delay. The Work shall be performed within the time
allocated to each phase thereof and shall be completed
within the time agreed upon. A reasonable extension of the
Work time should be granted in the event of a delay caused
by the City's failure to fulfill its part of the Agreement
as herein required or by other reasons, such as Acts of
God, abnormally severe and unusual weather conditions of
longer than three (3) day's duration, recognized natural or
public health emergencies, freight embargoes as defined by
Florida law, which are beyond the control of the PRINCIPAL.
In order to be e•$igible to request a time extension the
PRINCIPAL must demonstrate that such causes are beyond its
control, and not due to the fault or neglect of the
PRINCIPAL or its Approved Sub -contractors. In the event of
a justifiable request for an extension of time submitted by
PRINCIPAL the PRINCIPAL shall only be entitled to an
extension of time. No claim for damages of any kind may be
paid for any delays. PRINCIPAL shall not be entitled to any
increase in the PLANNING BUDGET, or payment of compensation
of any kind from the CITY for direct, indirect,
consequential, impact or other costs, expenses or damages,
including but not limited to costs of acceleration or
inefficiency, arising because of delay, disruption,
interference, or hindrance from any cause whatsoever,
whether such delay, disruption, interference, or hindrance
be reasonable or unreasonable, foreseeable or
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unforeseeable, avoidable or unavoidable, provided, however,
that this provision shall not preclude recovery of damages
by PRINCIPAL, limited by §768.28, Fla. Stat., for
hindrances and delays due solely and exclusively by fraud,
bad faith or active interference on the part of the CITY.
Otherwise, PRINCIPAL is entitled only to extensions of time
as the sole and exclusive remedy for such resulting delay,
expressly in accordance with, and to the extent
specifically provided and limited above.
8. Extension of Expiration Date. In the event the PRINCIPAL
is engaged in any Project(s) on the, Agreement Expiration
Date, then this --*greement shall remain in effect until
completion or termination of said Project(s). No new Work
Orders shall be issued after the Expiration Date.
9. City's Services and Responsibilities. The CITY shall make
available to the PRINCIPAL for its inspection, all plats,
maps, surveys, aerials, records and other information
regarding the Project that the CITY presently has in its
possession and at its disposal. The CITY shall not be
obliged to create such information for the PRINCIPAL.
10. Compensation. Compensation shall be based on a "Fixed
Fee" or a "Not to Exceed Fee", as described hereunder,
based on the nature and scope of the Work. The method of
compensation shall be agreed upon prior to issuance of the
Work Order. Notwithstanding anything herein to _the
contrary, the CITY and the PRINCIPAL agree that the total
compensation on a cumulative basis permitted for all Work
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under this Agreement shall not exceed a guaranteed maximum
of $118,000. The sum of $118,000 shall be a guaranteed
maximum for all work performed under this Agreement, as
amended from time to time. Cumulative Work Authorizations,
Notices to Proceed and similar instruments shall all be
subject to this guaranteed maximum. The guaranteed maximum
of $118,000 will be the upper limit of liability to the
CITY for all fees of the PRINCIPAL, its Sub -consultants,
agents, or representatives, and inclusive of costs,
reimbursable expenses and any other expenditure relating to
Principal's performance of the work. The Guaranteed maximum
sum established herein will apply regardless of the method
of compensation agreed upon for payment of fees to the
PRINCIPAL. The CITY shall have no liability under any
circumstances to the PRINCIPAL for any amount exceeding the
guaranteed maximum set forth herein.
11. FIXED FEE: The fee for a task or a scope of Work based
on a fixed fee shall be mutually agreed, in writing, upon
by the CITY and the PRINCIPAL.
A. NOT TO EXCEED FEE: If a "Not to Exceed" fixed fee is
mutually agreed upon, the amount of compensation shall
be based on an hourly rate fee. The hourly rate fee
shall be computed based on the hours worked by
individuals in the following categories. The Hourly Rate
for each category, as shown below, includes .all
equipment, supplies, materials, tools, rentals, labor,
wages, taxes, insurance, benefits, vacation/sick leave
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overhead and profit and shall be applicable to any
necessary overtime Work.
Category Hourly Rates
Principal in Charge $.00
Director $.00
Project Manager $.00
Designer $.00
Draftsperson $.00
Administrative (Billing, Reports Preparer)
$75:00
Clerical (Filing, Light Word Processing) $25.00
11. Payments of Compensation. Compensation shall be paid
monthly in accordance with invoices detailing the fees and
expenses, for Work performed during the immediate preceding
calendar month. Payment shall be made within forty-five
(45) days following Project Manager's receipt of the proper
invoices, in triplicate. The invoices shall include the
following information:
A. Total contract amount.
B. Percent of Work complete to date.
C. Total amount paid to date.
D. Amount previously billed.
E. Amount of invoice.
F. Invoice number and date.
G. All invoices submitted to the City will comply with
Florida's "Prompt Payment Act", §218.70, Florida
Statutes.
12. Schedule of Work. The CITY shall have the sole right to
determine which Project, if any, shall be assigned to the
PRINCIPAL. The execution of this Agreement is not a
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representation or commitment by the CITY to award any
Project or Work will be assigned to PRINCIPAL. The CITY and
the PRINCIPAL will mutually agree upon, the schedule of
Work and time for performance in writing.
13. Extra Work Expenses. If the PRINCIPAL has incurred extra
Work or expense due to changes or services ordered by CITY
after any portion of the Work and services are approved by
the CITY, then the payment for such extra Work shall be the
subject of a Change Order, and shall be approved, in
writing, by the CITY PROJECT MANAGER if, in the CITY
Project Manager's reasonable opinion, such Change Order is
warranted. A chatge order must be attributable to an
unforeseen, unanticipated or unexpected act or event that
was not within the contemplation of the parties. If the
PRINCIPAL caused extra Work or expense without prior
approval by the CITY, such extra Work shall be the subject
of an additional Work order and the cost of the extra Work
shall be sole responsibility of the PRINCIPAL.
14. Reimbursable Expenses: Reimbursable expenses must be
approved in writing by the PROJECT MANAGER, must be
strictly attributable to the Work involved in the PROJECT,
and must be properly documented to the reasonable
satisfaction of the PROJECT MANAGER. Reimbursable expenses
are to be paid in addition to compensation for Basic Scope
Services and include expenses incurred by the PRINCIPAL,
its employees and other consultants in the interest of each
Project, as identified as follows:
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Providing the services of special specialists, such as
traffic, environmental, marketing etc., in addition to those
that are required to provide the basic scope of services.
Unless otherwise agreed, the extra expense of specialists,
when authorized, shall be the amount paid to the specialist.
The compensation for these services shall be done as
reimbursable expenses. This Section does not apply to
Professional Services of those individuals and specialists
employed by the PRINCIPAL or by an "Authorized Sub-
contractor"...
A. Expenses of surveys, plans, and other document retention
that may be required in performance of the scope of
services if paid by the PRINCIPAL.
B. Traveling of sub-consultants and Principal's employees
from outside of Miami-Dade County when authorized in
advance by the City's Project Manager. Transportation
and living expenses of PRINCIPAL or its employees shall
be paid not to exceed limitations established by law,
including, without limitation §112. 061, Fla. Stat.
C. The cost of services necessary to prepare, reproduce,
and distribute all documents required by the scope of
the Agreement. These include printing, scanning, phone,
fax, FedEx, and messenger.
D. Changes in the Project initiated by the CITY or
Contractor.
15-Approval of Documents. The CITY agrees within thirty (30)
days after delivery, it will, approve, reject, or return
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with indicated suggested revisions or recommendations, all
documents or other written communications submitted by the
PRINCIPAL to the CITY for approval. Such approval,
revisions or recommendations by the CITY shall not relieve
the PRINCIPAL of its responsibility for the Work.
16.Sub-consultants The PRINCIPAL shall employ Approved Sub -
consultants where their specialties are required to perform
the Work for an assigned Project.
A. The PRINCIPAL may choose additional Sub -consultants
provided it first obtains the prior written approval of
the CITY PROJECT MANAGER. The PRINCIPAL may not exclude
Approved Subconsultants from a Project without the CITY
Project Managers prior written consent. The reasons for
hiring additional Sub -consultants or for the replacement
of the Approved Sub -consultants shall be detailed in the
Principal's written request for City's written consent.
B. The PRINCIPAL shall be responsible for all the Work of
its organization, employees and its Sub -consultants.
Nothing contained in this Agreement shall create any
contractual or business relationship between any of the
Sub -consultants Working for the PRINCIPAL and the CITY.
The PRINCIPAL 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.
C. Sub -consultants that must be used are:
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23. Right to Audit. The CITY reserves the right to audit
records of the PRINCIPAL 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.
The PRINCIPAL agrees to maintain such records available in
Miami- Dade County during this period of time.
24. Insurance. PRINCIPAL shall maintain during the terms of
this Agreement the following insurance:
A. Comprehensive General Liability Insurance in amounts not
less than $1,000,000.00 Combined Single Unit for bodily
injury and property damage liability and said insurance
shall include cQntractual liability coverage. The CITY
of Miami shall be named as primary Additional Insured..
B. Professional Liability Insurance in a minimum amount of
}
%
$1,000,000.00 covering all liability arising out of the
terms of this Agreement.
C. Workers' Compensation Insurance in the statutory
amounts.
D. Automobile Liability Insurance covering all owned, non -
owned, and hired vehicles used by PRINCIPAL in
connection with Work arising out of this Agreement.
Coverage shall be written with at least statutory
amounts for Bodily Injury and Property Damage.
E. All insurance policies shall be issued by companies
authorized to do business under the laws of the State of
Florida and which are approved according to
specifications of the Risk Management Division
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Administrator of the CITY of Miami. All such companies
shall be rated at least B: V, or better, per the latest
edition of A.M. Best's Key Rating Guide. All policies
required hereunder( excepting only the Professional
Liability Insurance) shall name the CITY as "Additional
Insured".
F. The PRINCIPAL shall furnish certificates of insurance to
the CITY Risk Manager at Risk Management Division, Miami
Riverside Center, 9th Floor, 444 S.W. 2nd Av., Miami, F1.
33130-1910, prior to the commencement of any Work, which
shall clearly indicate that the PRINCIPAL has obtained
insurance in tie 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 CITY.
G. Compliance with the foregoing requirements shall not
relieve the PRINCIPAL of its liability and obligations
under this Section or under any portion of this
Agreement.
25.Right of Decisions.
A. All services shall be performed by the PRINCIPAL to the
satisfaction of the Project Manager 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
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thereof, and the Project Manager'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.
B. In the event that the PRINCIPAL does not concur in the
judgment of the Project Manager as to any decision made
by him, the PRINCIPAL shall present his written
objections, within thirty (30) days of the Project
Manager's decision, to the CITY Manager. The City
Manager, or the Manager 's duly authorized designee,
will meet once with the PRINCIPAL and the PROJECT
MANAGER, if rec&uested to do so at the time the written
objections are made, and the CITY Manager, or the
authorized designee, will issue a final decision in due:.
course and this shall be the final decision of the CITY.
26. Non -Discrimination. The PRINCIPAL shall not discriminate
against any employee or applicant for employment because of
race, color, religion, sex, age, national origin, handicap
or marital status. The PRINCIPAL 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 PRINCIPAL agrees
ais:BN structural engineering agreement 26
03- 873
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.
27. Construction of Agreement; Venue; Waivers. 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. Venue in any action between the
parties shall be in Miami -Dade County, Florida. In order to
expedite the conclusion of any such action the parties
waive their right to a jury trial, or to file a permissive
counterclaim, or tp claim attorneys fees from the other in
any action between them arising out of this Agreement.
28. Independent Contractor. The PRINCIPAL and its employees
and agents, shall be deemed to be Independent Contractors
and not agents or employees of the CITY; and shall not
attain any rights or benefits under the Civil Service or
Pension Ordinance of the CITY, or any right generally
afforded classified or unclassified employees; further they
shall not be deemed entitled to Florida Workers'
Compensation benefits as employees of the CITY. Nothing in
this Agreement creates a joint venture, partnership or
other business affiliation between the parties.
29. Non-Delegability.
The
PRINCIPAL'S
work
skills are
considered
unique
in nature
and the CITY
relied
on them in
selecting the PRINCIPAL. . It is understood and agreed that
the obligations undertaken by the PRINCIPAL pursuant to
ais:BN structural engineering agreement
27
03- 873
this Agreement shall not be delegated, transferred,
granted, or assigned, in whole or in part, to any other
person or firm without the City's prior written consent,
which may be withheld at City's sole discretion.
30. Default Provision. In the event that PRINCIPAL 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 CITY, in addition to
all other remedies available by law, at its sole option,
upon written notice to PRINCIPAL may cancel and terminate
this Agreement, and all payments, advances or other
compensation paid -..-
,,,to PRINCIPAL by CITY while PRINCIPAL was
z
in default of the provisions herein contained, shall be
forthwith returned to CITY.
31. 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 chance in
regulations.
32. Minority Procurement Compliance. The PRINCIPAL
acknowledges that it has been furnished a copy of Ordinance
No. 10062, the Minority Procurement Ordinance of the CITY
of Miami, and agrees to use good faith efforts to comply
with all applicable substantive and procedural provisions
therein, including any amendments thereto.
ais:BN structural engineering agreement
28
03- 873
1
33. Indemnification. The PRINCIPAL covenants and agrees that
it will indemnify, save and hold harmless the CITY, its
officers, agents and employees from any and all claims,
losses, damages, eestT judgments, costs, charges or expenses
arising out of or in connection with the negligent acts,
actions, or omissions of the PRINCIPAL or any of its Sub-
Consultants, officers, agents, employees, whether direct or
indirect, provided, however, that PRINCIPAL shall not be
liable under this Section for damages or injury arising solely
out of or directly caused by or resulting from the sole
negligence of the CITY 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.
These la de'-malflesatie"e---the teiqyi of this Agreement.
This indemnity provision shall survive the termination of this agreement
and shall continue in effect for a period of five (5) years from
termination or the completion of Services, whichever is later.
The indemnifications provided above shall obligate the
PRINCIPAL to defend at its own expense or to provide for such
defense, at the City's option, any and all claims of liability
and actions of every name and description that may be brought
against the CITY, excluding only those that allege the sole
negligence of the CITY, which may result from the operations
or work under this Agreement, whether they be performed by the
PRINCIPAL, its Sub -Consultants, employees, agents or
representatives. This Indemnity shall be construed to comply
ais:BN structural engineering agreement 29
iJ3- 873
with Chapter 725, Florida Statutes, if the Chapter is found to
be applicable by a court of competent jurisdiction.
33. Notice. 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.
CITY OF MIAMI:
CITY Manager
444 S.W. 2nd Avenue
Miami, Florida 33130
CIP Department
Attn: CIP Director Jorge Cano
444 S.W. 2nd Avenue
Miami, Florida 33130
(305) 416 -
CITY Attorney
444 S.W. 2nd Avenue
Suite 945
Miami, Florida 33130
PRINCIPAL:
Bliss & Nyitray, Inc.
51 S.W.Le Jeune Road
Miami, Florida 33134-1749
35.Amendments. No amendments to this Agreement shall be
binding on either party unless in writing and signed by
both parties.
36.Miscellaneous Provisions.
ais:BN structural engineering agreement
30
T3— 8 `"
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.
E. Preparation- of this Agreement is a joint effort between
the CITY and the PRINCIPAL and the resulting document
shall not, solely as a matter of judicial construction,
be construed more severely against one of the -parties
then the other.
ais:BN structural engineering agreement
03- 1
873
F. Neither the CITY nor the PRINCIPAL intend to benefit
directly or substantially a third party by this
Agreement. Therefore, the parties agree that there are
no third party beneficiaries to this Agreement sand that
no third party shall be entitled to assert a claim
against either of them based on this Agreement.
G. Neither the PRINCIPAL nor its employees shall have or
hold any continuing or frequently recurring employment
contractual relationship that is substantially
antagonistic or incompatible with PRINCIPAL'S loyal and
conscientious .exercise of judgment related to its
performance under this Agreement.
IN WITNESS WHEREOF, the parties hereto have, through
their proper corporate officials, executed this Agreement, the
day and year first above set forth. .
Bliss & Nyitray, Inc.
a Florida corporation
ATTEST:
By:
Corporate Secretary
President
ais:BN structural engineering agreement 32
03- 873
CITY OF MIAMI, a municipal
Corporation of the State of
Florida
ATTEST:
PRISCILLA A. THOMPSON Joe Ariola
City Clerk City Manager
APPROVED AS TO CONTENT:
Jorge Cano , Director
CIP Department
APPROVED AS TO FORM AND
CORRECTNESS:
ALEJANDRO VILARELLO
CITY Attorney
Administrator
SZJ/egq
ais:BN structural engineering agreement
APPROVED AS TO INSURANCE
REQUIREMENTS:
Mane zricson , Aaministrator
Risk Management Division
33
03- 873
CITY OF MIAMI
CITY ATTORNEY'S OFFICE
MEMORANDUM
TO: Mayor and Members of the City Commission
FROM: Alejandro Vilarello, City Attorney
DATE: July 16, 2003
RE: Proposed Resolution -City Commission Agenda -July 24, 2003
The proposed Resolution authorizes the City Manger to execute a Professional
Services Agreement with Bliss and Nyitray, Inc., structural engineers, to
determine the load bearing capacity of the Orange Bowl (J-03-656)
The attached proposed Resolution authorizes the City Manager to execute a Professional
Services Agreement with Bliss and Nyitray, Inc., structural engineers, to determine the load
bearing capacity of the Orange Bowl.
The City has scheduled substantial and costly improvements for upcoming fiscal years at
the Orange Bowl Stadium that require professional structural engineering services.
W910:tr:AS
Attachment(s)
c: Joe Arriola, City Manager
Elvi C . A lc^s A Benda Coordinator
,03— 87