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HomeMy WebLinkAboutR-99-0198J-99-273 3/10/99 RESOLUTION NO. 0 1 — 8 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT, IN SUBSTANTIALLY THE FORM ATTACHED, WITH THE FIRM OF MILIAN, SWAIN AND ASSOCIATES, INC., TO PROVIDE PLANNING AND DESIGN SERVICES FOR THE RIVERSIDE RIVERFRONT REDEVELOPMENT PROJECT FOR A MAXIMUM FEE OF $239,900, CONSISTING OF A BASE FEE OF $211,900, WITH ALLOWANCES NOT TO EXCEED $6,000 FOR REIMBURSABLE EXPENSES, AND $22,000 FOR PRESCRIBED ADDITIONAL SERVICES; ALLOCATING FUNDS THEREFOR FROM THE CAPITAL IMPROVEMENT PROJECT NO. 322064 ENTITLED, "RIVERSIDE RIVERFRONT REDEVELOPMENT PROJECT". WHEREAS, on May 26, 1998, the City Commission adopted Resolution No. 98-529, directing the City Manager to negotiate an agreement with the firm of Milian, Swain and Associates, Inc., to Perform professional Planning and r design services for the Riverside Riverfront Redevelopment Project, the "Project"; and WHEREAS, the above firm was selected as the result of a competitive selection process using the RFP process; and WHEREAS, the Project consists of several phases; the first phase .consists of conducting a market and economic analysis of i ffil1�1 i 'i' tx� 4 t0 G6,�p ry C 11, 1 A 1x?E0 CM COMMSSION MAR 2 3 1999 Resolution Na the Riverside district to identify and define appropriate ways to reuse, redevelop, and market various City and private properties and. the area; and WHEREAS, the second phase involves the design of infrastructure and upland improvements to the riverfront portion of Lummus Park (the former Pioneer Club site and the adjacent property to the south) to include seawall repair, shoreline stabilization, stormwater controls, dredging, a new riverwalk, plazas, lighting and landscaping; and WHEREAS, said agreement provides for the provision of professional services at a maximum fee not to exceed $239,900, consisting of a base fee for professional services of $211,900 and a maximum of $28,000 for project allowances; and WHEREAS, said allowances include an amount not to exceed $6,000 for reimbursable expenses for such items as permit fees and reproductions, and a maximum of $22,000 for additional services that may be required, particularly for environmental Permitting, such as related surveys, testing, and studies, which must be authorized in advance by the City's Project Manager; and WHEREAS, the base fee for professional services is further divided into two parts: $40,000 for the economic and market analysis of the Riverside District, and $171,900 to provide engineering design services and construction administration for 2 SJ 198 the infrastructure and upland improvements previously described; and WHEREAS, the Department of Real Estate and Economic Development negotiated the attached Professional Services Agreement between the City and said firm, in a fair and reasonable manner, setting forth the requirements and responsibilities for the planning and design of the comprehensive Project; and WHEREAS, funds in the total amount of $455,200 have been appropriated in Capital Improvement Project No. 322064, entitled "Riverside Riverfront Redevelopment Project"; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are incorporated herein as if fully set forth in this Section. Section 2. The City Manager is hereby authorized!' to execute a Professional Services Agreement, in substantially the attached form, with the firm of Milian, Swain & Associates, Inc., to provide planning and design services for the Riverside Riverfront Redevelopment Project, for a maximum fee of $239,900, consisting of $211,900 for the base fee, plus allowances not to exceed $6,000 for reimbursable expenses and $22,000 for CP c prescribed additional services, with funds therefor hereby allocated from the Capital Improvement Project No. 322064 entitled, "Riverside Riverfront Redevelopment Project." Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor�'. PASSED AND ADOPTED this 23rd day of --March , 1999. ATTEST: JOE CAROLLO, MAYOR to �,a +9+r� Miami Code Sec. es3 q sinre the Mayor did not inc+ir.., •,oLNJbL � �°n � signing it in the ba�r� �* designafEd peace ,;,; c�rovol of rogalft t ►'vith the Elapse of ten 10 d, 1. , vided, said ie n nm:e . ) from the date of i the �Fayo, e e vet G »i��ss:cn eerie al J. oeman, City Clerk WALTER J. FOEMAN CITY CLERK APPR,dED/S,TO 96M AND CORRECTNESS:tj NDE,VVILARELLO ATTORNEY W3329:CSK 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. Z/ 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. 4 00 198 iYi i �t 's 1� PROFESSIONAL SERVICES AGREEMENT between the CITY OF MIAMI, FLORIDA and MILIAN, SWAIN & ASSOCIATES, INC. for the RIVERSIDE RIVERFRONT REDEVELOPMENT PROJECT 99- 198 PROFESSIONAL SERVICES AGREEMENT between the City of Miami and Milian, Swain R Associates, Inc. for the Riverside Riverfront Redevelopment Project TABLE OF CONTENTS Professional Services Agreement........................................................................................................... 1 Witnesseth............................................................................................................................................... 1 ARTICLE1 -Definitions .......................................................................................................................... 2 ARTICLE 2 - Scope of Consultants' Basic Services & Responsibilities................................................. 4 2.1 Consultants' Responsibilities............................................................................................................. 4 2.2 Scope of Consultants' Basic Services............................................................................................... 5 2.2.1 Planning Phase (Economic & Market Analysis)............................................................................. 5 2.2.2 Design Development Phase........................................................................................................... 8 2.2.3 Environmental Permitting.............................................................................................................. 9 2.2.4 Construction Document Phase..................................................................................................... 10 2.2.5 Contract Bidding Phase................................................................................................................ 11 2.2.6 Construction Phase - Administration of the Construction Contract .............................................. 12 ARTICLE 3 - City's Responsibilities..................................................................................................... 17 ARTICLE 4 - Compensation for Consultants' Basic Services ..... :........................................................ 18 ARTICLE 5 - Schedule of Work............................................................................................................ 19 ARTICLE 6 - Extension of Time........................................................................................................... 20 ARTICLE 7 - Additional Services.......................................................................................................... 21 ARTICLE 8 Reimbursable Expenses................................................................................................. 23 ARTICLE 9 - Contingency Clause........................................................................................................ 23 ARTICLE 10 - Suspension or Termination of Agreement...................................................................... 24 ARTICLE 11 Sub-Consultants............................................................................................................. 26 ARTICLE 12 - General Conditions........................................................................................................ 27 ARTICLE13 - Insurance........................................................................................................................ 29 ARTICLE 14 - Ownership of Documents............................................................................................... 29 ARTICLE 15 - Non-Delegability............................................................................................................. 30 ARTICLE 16 - Audit Rights.................................................................................................................... 31 ARTICLE 17 - Award of Agreement....................................................................................................... 31 ARTICLE 18 - Successors and Assigns................................................................................................ 31 ARTICLE 19 - Indemnification............................................................................................................... 32 ARTICLE 20 - Conflict of Interest.......................................................................................................... 32 ARTICLE 21 - Independent Contractor.................................................................................................. 33 ARTICLE 22 - Non-Discrimination......................................................................................................... 33 ARTICLE 23 - Minority Procurement Compliance................................................................................. 33 ARTICLE 24 - Entire Agreement........................................................................................................... 33 ARTICLE25 - Amendments...................................................................................................... ............ 34 ARTICLE 26 - Approval by the Oversight Board................................................................................... 34 CorporateResolution............................................................................................................................. 36 Attachments.......................................................................................................................................... 37 Exhibit A - Lummus Waterfront Concept Plan....................................................................................... 38 Legislation.............................................................................................................................................. 38 ResolutionNo. 97-866........................................................................................................................... 38 ResolutionNo. 98-529........................................................................................................................... 38 59- 40J PROFESSIONAL SERVICES AGREEMENT This agreement (the "Agreement") is entered into this day of , 1999, by and between the City of Miami, a municipal corporation of the State of Florida, hereinafter referred to as "CITY" and Milian, Swain & Associates, Inc., a corporation duly organized and existing under the laws of the State of Florida with its primary office located at 2025 SW 321 Avenue, Miami, Florida, 33145, hereinafter referred to as "CONSULTANT". WITNESSETH WHEREAS, on December 9, 1997, the City of Miami Commission adopted Resolution No. 97-866 thereby designating the Riverside Riverfront Redevelopment Project as a "Category B Project", for the acquisition of planning and design services in the fields of engineering and landscape architecture, in accordance with Section 287 of Florida Statues, and Section 18.81 of the City of Miami Code; and WHEREAS, a Request for Qualifications (RFQ) was issued on December 29, 1997, ten (10) proposals were received, and five (5) participated in the presentation and interview process, resulting in a ranking and recommendation by the appointed Competitive Selection Committee; and WHEREAS, the City Commission adopted Resolution 98-529, thereby approving the findings of the Consultant Selection Committee as to the most qualified teams, in rank order, to provide professional services for the planning and design, preparation of construction documents and construction administration of the Riverside Riverfront Redevelopment Project, the "Project"; and WHEREAS, negotiations were undertaken with CONSULTANT, as the top ranked team, for services required for the PROJECT; and g9_ 198 7 ILI � M11 WHEREAS, on the City Commission adopted Resolution No. -, authorizing the City Manager to enter into a professional services agreement with the CONSULTANT to provide required professional services, and WHEREAS, funding for the required professional services is available from funds allocated in Capital Improvement Project No. 322064, entitled "Riverside Riverfront Redevelopment "; and WHEREAS, the procurement of such professional services was performed in accordance with the Consultants Competitive Negotiation Act Section 287.055, Florida Statutes (1996) and City of Miami Ordinance 9572 which appears as Section 18.52.3 of the Code of the City of Miami; and NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties hereto understand and agree as follows: ARTICLE 1 - DEFINITIONS 1. "Concept Plan" shall mean the schematic representation or Master plan of the city -owned property located adjacent to Lummus Park, specifically depicted on the drawing attached hereto as Exhibit A. 2. "Construction Documents" are those documents which are actually used to construct the Project including technical drawings, schedules, diagrams, and specifications, setting forth in detail the requirements for the construction of the Project. 3. "Dry Run" shall mean the process where the CONSULTANT presents the 100% construction drawings to the Building & Zoning Department and other appropriate governmental agencies for review and approval of the construction documents. 4. "Project" shall mean the physical improvements to the city -owned property located adjacent to Lummus Park to be known as the Riverside Riverfront Redevelopment Project located at 250 & 176 NW North River Drive. Improvements to that site includes the following primary features, and their related components: FA sq._ 198 • Bulkhead/Marina Facilities • Paving, Grading, Drainage System • Water Distribution, Fire Protection & Sewage Collection System • Electrical Power System • Landscaping and Irrigation System • A Riverwaik, a Public Pedestrian Promenade and appropriate plaza(s) • Lighting, Planting, and Site Furnishings For the purpose of this agreement, the Project shall consist of several phases: a) Planning Phase (Economic & Market Analysis), b) Design Development Phase, c) Environmental Permitting, d) Construction Documents e) Bidding and Contract Award, and f) Construction. 5. "Project Manager" shall mean the Director of the Department of Real Estate and Economic Development or his designee who is hereby designated as the CITY'S representative authorized to act on behalf of the CITY with respect to the Project. 6. "Riverside District" shall mean the area bounded by North West 51' Street to the North, 1-95 to the East & South, and the Miami River to the West. i. "Site Utilities" shall mean Water Distribution, Sewage Collection, Electrical Power and drainage systems. 8. "Substantial Completion" shall mean the date when all portions of the Project are sufficiently complete so that the CITY can occupy and utilize the entire site for the use intended under the Construction Documents. 9. "Work" shall mean the services performed by the CONSULTANTS, CONSULTANT'S employees and the Sub -consultants as described in Article 2 of this Agreement. 3 99-- 198 z �l �7 ARTICLE 2 - SCOPE OF CONSULTANT'S BASIC SERVICES AND RESPONSIBILITIES 2.1 CONSULTANT'S RESPONSIBILITIES: 2.1.1 The CONSULTANT covenants and warrants that they shall be fully responsible for furnishing the professional design and technical services for the Project, and that they shall perform all Work as required herein in accordance with the highest professional standards applicable to the project's quality and scope, and that all Work shall be performed by the entities and persons, sub -consultants and specific personnel identified in the CONSULTANTS Response to the CITY'S Request for Professional Services for the Riverside Riverfront Redevelopment Project issued on December 29, 1997 (the "CONSULTANT'S Proposal"). 2.1.2 The CONSULTANT shall perform the Work as expeditiously as is consistent with professional skill and care and the orderly progress of the Work and in accordance with the schedule set forth in Article 5 of this Agreement. 2.1.3 The CONSULTANT, is required to attend and participate in up to three (3) public meetings, which number shall include: one (1) City Commission meeting to award the construction; one (1) meeting of Community Groups to present the findings and conclusions of the Economic and Market Analysis Report and present the updated Concept Plan; and one (1) meeting, to be determined and coordinated by CITY staff. At any of the three (3) public meetings, only those CONSULTANTS who's participation and attendance may be required, need to attend. 2.1.4 The CONSULTANT shall not start the Work nor incur any expenses for any phase of the Work without having received written authorization from the Project Manager. 2.1.5 The CONSULTANT shall perform the Work in the phases described below in accordance with the schedule set forth in Article 5 of this Agreement. Prior to the completion of each of the phases of Work described in Section 2.2 below, the CONSULTANT shall meet with the Project Manager, for purposes of providing the CITY with the opportunity of reviewing the portion of the Work completed as to that phase. 4 S9- 198 — W1, '4sryiee)yy_"ry r_e;j�k3`�ri` The CONSULTANT shall consider any comments, questions, directions and recommendations which the Project Manager or CITY, believes are necessary to satisfy the requirements of the Project, despite previous instructions and approvals issued by the CITY. Additionally, the consultant shall meet with the Project Manager or his designee, as is deemed necessary, throughout the term of the Project. 2.2 SCOPE OF CONSULTANT'S BASIC SERVICES 2.2.1 Planning Phase (Economic and iMarket Analysis) The work to be undertaken during this phase shall include the following: (a) Data Collection and Research Consultants shall perform comprehensive and data collection essential for market projection based on real information developed through existing surveys as well as secondary sources. As part of the initial work, the CONSULTANT shall conduct, perform, or collect the following: i. selected one-on-one, in person interviews with critical actors. ii. a telephone sample survey of residents. iii. inventory of non-residential activity within the study and immediate surroundings. iv. review of existing or secondary information. (b) Anal sis During and after the initial data collection is completed, CONSULTANT shall evaluate and analyze all of the information and base data, utilizing standard statistical methods and procedures, and CONSULTANT's proprietary computer models. The analysis shall look at regional and City-wide patterns and trends as well as trends for the study area. CONSULTANT shall estimate future demand, 5 J9108 based on both area -wide patterns and potential and identifiable market gaps which may be addressed within the study area. The analysis will yield information with respect to but not necessarily limited to the following: i. definition of market areas associated with retail, entertainment, service or other activity; ii. definition of the components of demand for different activity, where different; 4 iii. demographic and economic characteristics or profile of market area consumers or components of demand (residents, workers, etc.); ;# iv. definition of market area population spending, shopping, and commercial utilization pattern based on actual data developed through surveys; definition of the potential market penetration levels for segments of the market; V. definition of competitive advantages and disadvantages associated with theAp :. study area for retail, entertainment, personal and professional services, or other activity; zx vi. demand forecast for retail and retail related services; by major retail category and sub -category, and capturable space for the study area; vii. estimates of market gaps that exist and likely gaps in the future in the market for retail, service, and entertainment or other activity; viii.definition of retail and related services entertainment, or other activity specific business types that would be marketable; ix. definition of housing and neighborhood issues impacting the commercial market; and x. definition of the study area's current and future role in the City's economy. The CONSULTANT shall make projections for the current year, and five and ten year periods. The market study shall be segmented to the greatest level of detail possible, and will consider both resident of a large geographic areas as well as visitors, but will 31 focus on residents of the large geographic area. Where possible, and if appropriate, CONSULTANT will Identify specific businesses to be recruited (name, contact, etc.) (c) Market Analysis Report The CONSULTANT shall produce a report summarizing the process utilized, the findings, conclusions, and recommendation with respect to the market analysis. CONSULTANT will prepare a camera-ready Executive Summary of conclusions and recommendations for general reproduction, distribution, as conclusion as the Phase 1 deliverable. (d) Strategic Implementation Program In addition, the CONSULTANT will prepare the following: I. An outline of a neighborhood or community revitalization strategy. ii. Preliminary marketing plan and a market development strategy. iii. Financial and non -financial incentives that may be made available or that could reasonably be developed to accomplish desired inclusions and redevelopment. iv. A development strategy that will address, but not be limited to; suggestions for organizational structures and development that will facilitate the achievement of objectives in special districts and development organizations and authorities. (e) Based on the findings, conclusions, and recommendations from the Economic and Marketing Analysis, the CONSULTANT shall update the Concept Plan, and provide a Cost Estimate for improvements that form the Project. (f) During this phase, the CONSULTANT shall present both the Economic and Marketing Analysis Report updated Concept Plan at a local meeting with the public to be arranged by the Project Manager. 99- 198 r (g) The CONSULTANT shall combine Economic and Market Analysis Report, the approved Concept Plan, and public comments into a Comprehensive Development Program and Strategic Report for the Project. (h) The CONSULTANT shall prepare and furnish to the Project Manager preliminary written reports, and shall meet with the Project Manager for purposes of providing the CITY with the opportunity of reviewing the findings and progress of the tasks completed during this phase of the Work. The CONSULTANT shall incorporate any comments, questions, directions and recommendations which the Project Manager, in his reasonable discretion, believes are required to satisfy the requirements of the Project. 2.2.2 Design Development Phase (a) Based upon the approved Development Program, Strategic Report, and preliminary cost estimate produced during the Planing Phase, the CONSULTANT shall prepare the following sets of documents: (1) a preliminary site plan illustrating the scale and relationship of the project components, including general information related to materials and methods of construction required to satisfy the project. The CONSULTANT shall submit the preliminary site plan to the Project Manager for review and approval. The CONSULTANT shall then prepare a final dimensioned site plan considering the review, comments and revisions made by the Project Manager. (2) The CONSULTANT shall prepare final Design Development Documents consisting of drawings (including floor plans, cross sections and elevations), outline specifications and other documents to fix and describe the size and character of the project as to architectural, structural, mechanical, and electrical systems, site utilities, and improvements including paving, planting, lighting and other site amenities, s S9- 198 construction and finish materials as may be appropriate, and provide one (1) copy to the Project Manager. (d) The CONSULTANT shall revise the Preliminary Cost Estimate to create an Estimate of Construction Costs broken down into major categories and bid items. (e) The CONSULTANT will identify the entities recommended to perform the required tests and associated fees needed to complete the work, and if deemed appropriate by the Project Manager, submit a written request to the CITY for approval to secure said tests in accordance with Article 7. 2.2.3 Environmental Permitting (a) The CONSULTANT will contact the Project Manager, Miami Dade County Department of Environmental Resources Management (DERM), Florida Department of Environmental Protection (FDEP), South Florida Water Management District (SFWMD) and United States Army Corps of Engineers (ACOE) to schedule an on -site pre -application meeting to introduce regulatory agency staff to the project, allow those entities and/or key personnel to observe existing conditions and address their preliminary questions. The CONSULTANT will prepare a conference report documenting all discussions, agreements and concerns voiced at the pre -application meeting and forward copies to all attendees for ease of reference throughout the permitting process. (b) The CONSULTANT will coordinate with the project team to obtain all required items relative to preparing complete environmental package(s) for the project. The CONSULTANT will prepare the necessary applications and submit a complete package including support sketches and exhibits to the following agencies for review and approval; DERM, FDEP, SFWMD and ACOE. (c) The CONSULTANT will monitor the environmental permitting process by establishing and maintaining telephone contact with the regulatory agencies to 9 S9- 198 expedite the review process. The CONSULTANT shall respond to Request(s) for Additional Information received from the agencies by documenting resolution to all questions or concerns that may arise during the environmental permitting process; excluding testing, modeling and/or physical studies that are not included in the Scope of Services. (d) The CONSULTANT shall attend at least two (2) meetings with the listed agencies mentioned above, to review project details. (e) Based on the agencies questions, requests or comments, the CONSULTANT shall revise permit applications and/or drawings and make all necessary corrections, modifications, and additions to the construction documents required to produce final bid documents. 2.2.4 Construction Documents Phase (a) Based on the approved Design Development Documents and any further adjustments within the Project scope and Estimate of Construction Cost as authorized by the Project Manager, the CONSULTANT shall prepare for approval by the Project Manager Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. (b) The CONSULTANT shall submit the Construction Drawings to the CITY for review at 75% and 100% of completion. The Project Manager will review and return comments to CONSULTANT within fourteen (14) days of receipt. The CONSULTANT shall not proceed with further development of the construction documents until it has received Project Manager approval of the 75% check set. The CONSULTANT shall make all reasonable changes required by the Project Manager. (c) Upon Completion of the 100% Construction Documents the CONSULTANT shall conduct "dry runs" of the final construction plans to the Building and Zoning 10 99- 108 Department and other appropriate governmental authorities as necessary, to ascertain that the construction documents meet all the requirements for construction permits. The CONSULTANT shall make all the necessary corrections, modifications, and additions to the construction documents necessary for final permitting. The CONSULTANT shall assist the CITY in obtaining final approval from all governmental authorities with jurisdiction. (d) The CONSULTANT shall advise the Project Manager of any adjustments to previous Estimate of Construction Cost and Bid Items at such time as the documents are 75% completed. (e) All Construction Documents shall bear the seal of a Florida registered professional landscape architect and/or engineer as appropriate and the names of the professionals responsible for major portions of each separate specialty of the Work shall appear on the Construction Documents at 100% submittal. (f) The CONSULTANT shall deliver to the CITY the completed Master set of Construction Documents in such reproducible form as may be specified by the Project Manager. (g) The CONSULTANT shall attend up to four (4) coordination meetings with the CITY during the Construction Documents Phase. All meetings shall be attended by key individuals from the CONSULTANT firm. (h) The CONSULTANT shall assist the CITY in the preparation of the necessary bidding information, bidding forms, the Conditions of the Contract, and the form Agreement between the CITY and the Contractor. 2.2.5 Contract Bidding Phase (a) During the period of advertisement, receipt and analysis of bids, the CONSULTANT shall prepare necessary addenda, with accompanying drawings, or other materials if required, and submit original of each to the Project Manager for approval and submission to the appropriate CITY Department. so- 198 I � (b) If held, the CONSULTANT shall take part in a pre -bid conference. (c) The CONSULTANT shall assist the CITY in preparing responses to inquiries from prospective bidders, when requested. (d) The CONSULTANT shall assist the CITY in the analysis of bids and make recommendations on the disposition of bids and award of contracts, when requested. (e) The CONSULTANT shall interpret Construction Documents in writing, if requested, and prepare all supplementary drawings necessary for the clarification of the documents prepared by the CONSULTANT. (0 The CONSULTANT shall assist the CITY in obtaining bids, awarding and reviewing the contract(s) for construction of the project, as prepared by the CITY. (g) The CONSULTANT shall assist the CITY with one (1) rebid, provided said rebid requires no design. 2.2.6 Construction Phase -Administration of the Construction Contract (a) The CONSULTANT's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the execution of the Contract for Construction and terminates upon acceptance of the Project by the CITY through the Department of Public Works. (b) The CITY's Public Works Department will administer the Construction Contract(s) through and assign a Construction Manager and an Inspector to the Project. The CONSULTANT shall advise and consult with the Project Manager, Public Works Construction Manager, and City Inspector when appropriate. CITY shall have final approval of all changes in the Construction Work and Costs. (c) The CONSULTANT shall attend pre -construction meetings and job meetings where their presence is required to resolve problems or disputes with the construction plans. The Project Manager shall make every attempt to schedule the pre -construction meetings, job meetings, and job site inspections at 12 S9- 1%8 adequate intervals appropriate to the specific stage of construction to observe and generally evaluate the progress and quality of the construction work, and the materials utilized to determine if the work is being performed in a manner indicating that such work when completed will be in accordance with the Contract Documents and the requirements of the Project. (d) The CONSULTANT shall witness all tests as may be required under the Contract Documents. (e) On the basis of CONSULTANT's on -site observations, and Inspection Reports prepared by the CITY's Public Works Inspector, the CONSULTANT shall keep the CITY informed of the progress and quality of the work, and shall utilize their best effort to promptly inform the CITY of defective materials, defects and deficiencies in the construction work. (0 On a monthly basis, the CONSULTANT shall furnish to the CITY a written report describing its observation of work, during its visit to the site and general status and progress of same. All reports shall be submitted in a timely manner. (g) Under the construction phase, the CONSULTANT shall have access to the work at all times, so it may adequately perform as intended under this Agreement. (h) The CONSULTANT shall not have control over or 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. The CONSULTANT shall not be responsible for the Contractor's schedule or failure to carry out the work in accordance with the Contract Documents. The CONSULTANT shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. (i) Based on the CONSULTANT's observations and evaluations of the Contractor's Applications for Payment, the CONSULTANT shall review and certify the amounts due the Contractor. 13 89- 198 ...r a 4�«..:%r-�:.ca«rox :rr+c.n. �..a�yy.�„✓a'y��"�"�, •�v 'j i 1 ;t G) The CONSULTANT's recommendation of approval for a payment certificate shall constitute a representation to the CITY, based on the CONSULTANT's observations at the site and on the data comprising the Contractor's Application for Payment, that, to the best of the CONSULTANT's knowledge, information and belief, the work has progressed to the point indicated and the quality of work is in accordance with the Contract Documents. The foregoing representations are subject to (1) an evaluation of the work for conformance with the Contract Documents upon substantial completion, (ii) to results of subsequent tests and inspection, (iii) to minor deviation from the Contract Documents correctable prior to completion and to specific qualifications expressed by the CONSULTANT. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. (k) The CONSULTANT, shall have an affirmative duty to recommend rejection of work which does not conform to the Contract Documents. Whenever the CONSULTANT considers it necessary or advisable for the implementation of the intent of the Contract Documents, the CONSULTANT shall recommend additional inspection or testing of the work in accordance with the provisions of the Contract Documents, whether or not such work is fabricated, installed or completed. However, neither this responsibility of the CONSULTANT nor a decision made in good faith either to exercise or not to exercise such responsibility shall give rise to a duty or responsibility of the CONSULTANT to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. (1) The CONSULTANT's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. (m) The CONSULTANT shall review and approve or take appropriate action upon Contractor's submittals such as Shop Drawings, product data and samples, examine said samples and notify the CITY of the approval or rejection of said samples, and maintain custody of approved samples, but only for the limited 14 99- 198 purpose of checking for conformance with the information given and the design concept expressed in the Contract Documents. After the CONSULTANT review of the shop drawings, the copies shall be delivered to the City's project manager for transmittal to the contractor. The CONSULTANT shall provide the CITY with a copy of all shop drawings, duly reviewed by the CONSULTANT for CITY's permanent records. The CONSULTANT's action shall be taken with such reasonable promptness as to cause no delay in the work or in the construction of the work or that of separate contractors, while allowing sufficient time in the CONSULTANT's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The CONSULTANT's review shall not constitute approval of safety precautions of construction means, methods, techniques, sequences or procedures. The CONSULTANT's approval of a specific item shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the CONSULTANT shall be entitled to rely upon such certification to establish that materials, systems or equipment will meet the performance criteria required by the Contract Documents. The CONSULTANT shall retain a copy of all shop drawings. (n) The CONSULTANT shall review and recommend action on proposed Change Orders within the scope of the Project. This includes Change Orders initiated by others or any proposed Change Orders recommended by the CONSULTANT based on his observation. If deemed necessary by the CONSULTANT, and given the prior written authorization by the CITY, the CONSULTANT shall prepare Change Orders and Construction Change 15 Jq- 1,8 r Directives, with supporting documentation and data for the CITY's approval and execution in accordance with the Contract Documents, and may authorize 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. (o) The CONSULTANT shall make all necessary changes, modifications, corrections and additions, that may require redesign, to the construction plans as required by the Building Official during construction or as required by approved Change Orders. (p) The CONSULTANT shall render written opinions within a reasonable time on all claims, disputes or other matters in question between the CITY and Contractor relating to the execution or progress of the work as provided in the Contract Documents. (q) Prior to Substantial Completion of the Project, the CONSULTANT shall make a list of items for correction before final inspection. However, the CITY shall have the right to take possession of, and use any completed or partially completed portion of the Project at its own risk, notwithstanding the fact that the time for completing the entire Project or such portions may not have expired, but such taking possession and use shall not be deemed as acceptance of any work not completed and it shall in no way relieve the CONSULTANT of any of the responsibilities under the terms of this Agreement. (r) The CONSULTANT shall examine work upon receipt of the Contractor's Certificate of Substantial Completion of Project. CONSULTANT shall then: 1. Prepare a check list of defects and discrepancies for correction by contractor. 2. Recommend execution of Final Acceptance and Final Payment to the contractor. 3. Obtain from Contractor all warranties, guarantees, operation and maintenance manuals, release of lien, extra materials, certificates as required by 16 99- 198 t law or documents. Provide assistance in obtaining Contractor's compliance with Contract Documents for the initial start up and testing, adjusting and balancing of any equipment or systems, and the instruction of City personnel in the operation and maintenance of any equipment or system, and for the final clean up of the project. (s) The CONSULTANT shall, at the completion of construction of the Project deliver to the CITY written certification that to the best of the CONSULTANT's knowledge the Project has been constructed in accordance with CITY approved Construction Documents and CITY approved change orders. (t) Within thirty (30) days after completion of the Construction Phase, the CONSULTANT shall furnish to the Project Manager, reproducible drawings of the Construction Documents from the amended set of the Contractor's as -built drawings, which shall include all significant changes and/or modifications to the Sid Documents as were made during the Construction Phase and as were recorded by the general contractor per the contract for construction. ARTICLE 3 CITY'S RESPONSIBILITIES 3.1 The CITY shall provide full information to CONSULTANT regarding its requirements for the PROJECT. 3.2 The CITY shall assist the CONSULTANT in obtaining from the appropriate governmental agencies existing survey information of the Project site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights of way, restrictions, easements, utilities, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and data from existing records on file in the Department of Public Works of the CITY pertaining to existing buildings, other improvements: and information concerning available service utility lines 17 g9_ 198 a :r , f both public and private. The CONSULTANT shall be entitled to rely on the accuracy of these documents. 3.3 The CITY shall give prompt notice to the CONSULTANT in the event the Project Manager and/or the Project Inspector designated by the CITY observes or has been notified in writing of any fault or defect in the Project or nonconformance with the Contract Documents. 3.4 The CITY shall do all reproduction and binding of the bidding documents and Construction Documents and loan to the CONSULTANT all existing and applicable CITY aerial photographs. 3.5 The CITY shall review and approve the work as it relates only to overall compliance with the general requirements of the Project. Whenever the term "approval by the CITY" or like term is used in this Agreement, the phraseology shall in no way relieve the CONSULTANT from any duties or responsibilities under the terms of this Agreement or from using the best professional engineering, landscape architectural and any other necessary services and practices. 3.6 The CITY shall furnish the services of consultants for purposes of evaluating environmental matters affecting the Project when such services are reasonably required by law. ARTICLE 4 COMPENSATION FOR CONSULTANT'S BASIC SERVICES 4.1 The CITY shall compensate the CONSULTANT and the CONSULTANT agrees to accept as full payment for the Work a total fee not to exceed $211,900. This payment shall be made on a monthly basis, based upon a schedule of deliverables, or according to the phases of this Contract, in proportion to the services performed so that the compensation at the completion of each phase shall equal the following percentages and amounts of the total fee: 18 S9- 198 I y f Phase Payment of Fee Payment Per Phase Cumulative Fee Payments Planning Phase Economic & Market Analysis 28% $59, 550 $59,250 Design Development Phase 9% $20,000 $79,250 Environmental Permitting 6% $11,850 $91,100 Construction Documents/ Infrastructure Permitting 41 % $87,150 $178,250 Bidding 2% $4,650 $182,900 Construction Administration 14% $29,000 $211,900 TOTAL 100% $211,900 $211,900 ARTICLE 5 SCHEDULE OF WORK 5.1 The CONSULTANT and the CITY agrees that time is of the essence. The parties agree to perform promptly, diligently and in strict adherence to the schedule set forth herein. The CITY shall endeavor to complete all functions related to review and approval of the various phases within fourteen (14) calendar days of receipt of submissions by CONSULTANT. At each phase, CONSULTANT'S shall begin work within 10 days of receipt of notice by the CITY to commence. 5.1.1 Planning, Economic & Market Analysis Phase The CONSULTANT shall complete the Planning Phase within 150 calendar days after receipt of written authorization from the Project Manager to begin Work on this phase. 5.1.2 Design Development Phase The CONSULTANT shall complete the Design Development Phase within 90 calendar days after receipt of written authorization from the Project Manager to begin 19 99- Jos 40 Work on this phase. Within those 90 days, the required time requested for testing is exclusive. The process of environmental permitting is expected to require 240 da s which shall run concurrently with different phases of the work. y 5.1.3 Construction Documents The CONSULTANT shall complete the Construction Documents Phase within 210 calendar days after receipt of written authorization from the Project Manager to bin Work on this phase. g 5.1.4 .Contract Bidding Phase It is anticipated that the Contract Bidding Phase, including advertisement, receipt, evaluation and award of bids, the scheduling of CITY Commission approvals, and the preparation and execution of the contractor agreement, may require 120 calendar days. 5.1.5 Construction Phase -Administration of the Construction Contract The Construction Phase shall commence with the notice to proceed and shall be deemed completed upon issuance of Certificate of Substantial Completion. This period of time is anticipated to be 270 calendar days. ARTICLE 6 EXTENSION OF TIME 6.1 In the event the CONSULTANT is unable perform or complete performance of the Work or any portion of the Work, in accordance with the schedule set forth above in Article 5, upon submission of evidence of the causes of the delay deemed satisfactory to the CITY, the CITY shall grant the CONSULTANT an extension of time for performance equal to the period the CONSULTANT was actually and necessar' delayed. It shall be the responsibility of the CONSULTANT to notify the CITYpromptly in writing whenever a delay is anticipated or experienced, including a delay in a rov y by any governmental agency having jurisdiction ppal over the Project, and to inform the CITY of all facts and details related to the delay. 20 99- 198 1 •S ARTICLE 7 ADDITIONAL SERVICES 7.1 The services described in this Article are not included in the Work and they shall be paid by the CITY as provided in this Agreement, in addition to the compensation for the Work. The CITY has established an allowance not to exceed $22,000 for all additional services. These funds will cover section 7.4.6 only. The CONSULTANT shall provide the services described under this section only if authorized in writing by the Project Manager. 7.2 If the CITY deems that any of the following services, as set forth below, are required to complete the WORK under this agreement, the CITY and the CONSULTANT shall negotiate a lump sum fee to cover the cost of such additional services. 7.3 In the event that unanticipated delays, not caused by the CONSULTANT, require that Work in any phase of the Project, including the actual Construction Phase, be placed on hold more than ninety (90) days, the CONSULTANT shall be entitled to negotiate compensation based on actual expenses, if any, that may have been incurred by the CONSULTANT during the time that the Work on the Project was placed on hold. 7.4 The following activities are considered "Additional Services". 7.4.1 Revising previously approved plans or documents, such as Schematic Designs, Design Development or Construction Documents to accomplish changes requested by the CITY, except such changes required to bring the construction costs within the Preliminary Cost Estimate or Estimate of Construction Cost in accordance with the terms of this Agreement; or, revising previously approved documents after bids have been received in order to meet varying building codes interpretations, changes in building codes or other code requirements, provided that CONSULTANT has made its best effort to anticipate or research potential code changes; or additional effort by the 21 99- 198 CONSULTANT in resubmittals to the regulatory agencies for the purpose of obtaining approvals and/or permit modifications due to the aforementioned changes and revisions. 7.4.2 Preparing additional documents and providing related construction administration services for more than one bid, except as provided in Section 2.2.6 (g) of this Agreement, and for change orders and for corrections or additions relating to unforeseen circumstances. 7.4.3 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the CITY or Contractor under the Construction Contract. 7.4.4 Providing prolonged contract administration and unanticipated observation of construction should the actual construction time exceed the contract construction time and require additional weekly periodic inspections due to no fault of the CONSULTANT. 7.4.5 In the event that unanticipated delays not caused by the CONSULTANT require that Work in any phase of the Project, including the actual Construction Phase, be placed on hold more than ninety (90) days, the CONSULTANT shall have the opportunity to negotiate compensation based on actual expenses, if any, that may have been incurred by the CONSULTANT during the time that the Work on the Project was placed on hold. 7.4.6 Direct fees paid to firms hired upon the CITY's written request, such as those required to provide existing condition information about the site, including but not limited to, water testing, sediment testing, hydrographic study, hydrographic survey and drainage testing. The CITY has anticipated these particular expenses to be no more than $22,000. 7.4.7 The Consultant shall attend up to 3 coordinated public meetings, additional public meetings requested by the CITY or others are not included in the Consultant Basic Services 22 09- 108 r ARTICLE 8 REIMBURSABLE t:vn LASES 8.1 Reimbursable Expenses are in addition to compensation for the Work and Additional Services (if any are requested) and include actual expenses incurred by the CONSULTANT on the Work in the interest of the Project, as identified below. The City has established a maximum allowance of $6,000 to cover all reimbursable expenses anticipated under this Agreement 8.1.1 Fees paid for securing approval of authorities having jurisdiction over the Project. 8.1.2 Expense of reproductions, postage and handling of Drawings, Specifications and other documents, excluding reproductions for the office use of the Consultant and the Sub -consultant, and excluding those documents and reports, (deliverables) required at each phase. 8.1.3. Expense of photographic production techniques when used in connection with Additional Services. Photogrammetry is also included in base fee. 8.1.4. Expense of overtime work requiring higher than regular rates, only if authorized in advance by the Project Manager. 8.1.5. Expense of renderings and models requested by the Project Manager. 8.1.6. Expense for out of town travel and lodging only if authorized in advance by the Project Manager. ARTICLE 9 CONTINGENCY CLAUSE 9.1 This Agreement is contingent on the availability of funds and continued authorization for programs activities and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or changes in regulations. The CONSULTANT'S scope of services will be initially limited to the 23 99- 198 amount of funds currently appropriated within the Capital Improvement Project No. 322064, not to exceed $211,900. The continuation of this Agreement is contingent upon the appropriation of additional funds and authorization to execute the contract between the CITY of Miami and Miami -Dade County for said funds. ARTICLE 10 SUSPENSION OR TERMINATION OF AGREEMENT 10.1 In addition to termination for default as set forth below, the CITY may terminate this Agreement, or any portion of Work to be performed, at any time and for any reason, by a notice in writing from the Project Manager to the CONSULTANT for the City's convenience, or if sufficient funds are not available to cover the compensation payable under this Agreement or the Construction Costs. 10.2 Payment for the Work performed before the effective date of termination shall be based upon a reasonable estimate of the value of the Work actually performed, and goods provided, plus reasonable costs of demobilization and canceling contracts with Subcontractors. The estimate shall be mutually agreed upon by the CITY and the CONSULTANT. The payment so made to the CONSULTANT shall be in full settlement for Work rendered and goods and materials provided under this Agreement. 10.3 In the event of termination, the CONSULTANT shall immediately deliver to the City all Design materials, Construction Documents, any and all other finished and unfinished documents. 10.4 If the CONSULTANT defaults, the City shall give notice to the CONSULTANT in writing specifying the default. The following shall constitute CONSULTANT default provided the following: (a) Failing to perform design services required under this Agreement and within the time allowed; or failing to use the Sub -consultants, entities and personnel as identified and set forth in Article 11, 24 09- 10 r (b) Failing to begin the Work under this Agreement within the time specified. (c) Failing to perform the Work with sufficient workers and equipment or with sufficient materials to ensure completion of the Project within the specified time. (d) Failure to comply with any of the terms of this Agreement in any material respect. 10.6 If the CONSULTANT, within a period of ten days after notice, does not proceed to remedy the default, or if the CONSULTANT does not cure the default within a reasonable time, not to exceed 30 calendar days after the notice, or if in the opinion of the Project Manager the default cannot be cured within 30 calendar days, the CITY shall have the full power and authority to declare the CONSULTANT in default and to terminate this Agreement and have the remedies set forth below, in addition to all other remedies provided at law or in equity. However, in no event shall the time period for curing a default constitute an extension of the Scheduled Date of Substantial Completion or a waiver of any of the CITY'S remedies. 10.6 All costs and charges incurred by the CITY as the result of an uncured default or a default cured beyond the time limits stated, together with the cost of completing the Work, and/or correcting or completing the Project affected by said default, shall be deducted from any compensation due or which may become due under this Agreement. In case the expense is greater than the sum which would have been due and payable under this Agreement, the CONSULTANT shall be liable and shall pay the difference to the CITY. 10.7 If, after notice of termination of this Agreement it is determined for any reason that the CONSULTANT was not in default under the provisions of this Agreement, or that the delay was excusable, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 9.1 (termination for convenience clause). 10.8 No remedy under the terms of this Agreement is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and shall be in 25 99-- 198 addition to any other remedies, existing now or later, at law, in equity or by statute. No delay or omission to exercise any right or power accruing upon any event of default shall impair any right or power nor shall it be construed to be a waiver of any event of default or acquiescence in it, and every right and power may be exercised from time to time as often as may be deemed expedient. ARTICLE 11 SUB -CONSULTANTS 11.1 Selection of the CONSULTANT by CITY was based, in part, on the qualifications and expertise of the Sub -consultants listed by the CONSULTANT in the CONSULTANTS Pronnnnl CONSULTANT under this Agreement shall include theemploymentof the fMY Lilt ollowing Sub -consultants to perform professional services in their respective areas of specialties as may be required by the PROJECT: CH2MHILL Inc. 2828 Coral Way, Suite 440 Miami,. FL 33145 Albert R. Perez Associates 250 Catalonia Avenue, Suite 300 Coral Gables, FL 33134 Tom Graboski Associates, Inc. 4648 Ponce De Leon Boulevard, Suite 401 Coral Gables, FL 33146 The Chesapeake Group, Inc. 8516 Green Lane Baltimore, Maryland Daniel Williams Architect 1788 Opechee Drive Coconut Grove, FL 33133 26 g9_ 198 Arva Parks & Company 1601 South Miami Avenue Miami, FL 33129 Environmental Development Consultants (EDC Corp.) 2250 Dixie Highway, Suite 2 Coconut Grove, FL 33133 11.2 The CONSULTANT may choose additional Sub -consultants, for which prior written approval from the CITY must be obtained, but may not exclude those designated in Article 11 A without an acceptable written request to the Project Manager for his approval, submitting the reasons for said termination and acceptance by the Project Manager of said request. 11.3 The CONSULTANT shall be responsible for all the Work of his organization, and that of his Sub -consultants. Nothing contained in this Agreement shall create any contractual relationship between any of the Sub -consultants working for the CONSULTANT and the CITY. The CONSULTANT is in no way relieved of any responsibility under the terms of this Agreement by virtue of any other professional who may associate with him in performing the Work. ARTICLE 12 GENERAL CONDITIONS 12.1 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 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. 27 99- 198 f CONSULTANT: Milian, Swain & Associates, Inc. 2025 SW 32"d Avenue Miami, FL 33145 (305) 441-0123: CITY OF MIAMI: Erdal Donme2, Director Real Estate & Economic Development 444 SW 2nd Avenue, 3nd Floor Miami, FL 33130 (305) 416-1435 12.2 Title and paragraph headings are for convenient reference and are n part of this Agreement. of a 12.3 In the event of conflict between the terms of this Agreement and an or conditions contained in any attached documents, the terms of this Agreemen terms rule. t shall 12.4 No waiver or breach of any provision of this Agreement shall consti waiver of any subsequent breach of the same or any other provision here tute a waiver shall be effective unless made in writing. of, and no 12.5 Should any provisions, paragraphs, sentences, words or phrases cont in this Agreement be determined by a court of competent jurisdiction t vaned o b illegal or otherwise unenforceable under the laws of the State of Florida e invalid, Miami, such provisions or the City of modified to the extent necessary in order to conform with such laws, paragraphs, sentences, words or phrases shall be deemed or if not modifiable to conform with such laws, then same shall be deemed several, and in eith remaining terms and provisions of this Agreement shall remain unmodifiedra vent, the force and effect. nd in full 12.6 Both parties shall comply with all applicable laws, ordinances and c Federal, State and Local Governments. odes of 12.7 This Agreement shall be Construed and enforced according to the I the State of Florida and venue shall be in Miami -Dade County, Florida. aws of 2s sq^ 19S ARTICLE 13 INCI IReNP°F 13.1 CONSULTANT shall, at all times during the term hereof, maintain such insurance coverage as may be required by the CITY'S Risk Management Department, including $1 million of (MNTD) professional liability insurance with respect to the CONSULTANTS performance of professional services for the CITY under this Agreement including, but not limited to, design, architectural and engineering services. All such insurance, including renewals, shall be subject to the approval of the CITY for adequacy, of protection and evidence of such coverage shall be furnished to the CITY on Certificates of Insurance indicating such insurance to be in force and effect and providing that it will not be canceled during the performance of the services under this contract without thirty (30) calendar days prior written notice to the CITY. Completed Certificates of Insurance shall be filed with the CITY prior to the performance of services hereunder, provided, however, that CONSULTANT shall at any time upon request file duplicate copies of the policies of such insurance with the CITY. ARTICLE 14 OWNERSHIP OF DOCUMENTS 14.1 All tangible embodiments of all design materials, whether or not such materials are subject to intellectual property protection, including but not limited to documents, shop drawing, computer programs, photographs and all other materials for the Project or if such programs are not the property of the CONSULTANT or Sub - consultant the results of the use of them by the CONSULTANT or the Sub -consultant, data, plans, drawing, sketches, illustrations, specifications descriptions, models, the Program Analysis Document, the Conceptual Design, the Schematic Design Documents, the Design Development Documents, the Construction Documents, and any other document developed, prepared, furnished, delivered or required to be 29 99- 198 k delivered under this Agreement (the "Design Materials") shall be and remain the property of the CITY whether or not the Project or the Work is commenced or completed. 14.2 The Design Materials shall be delivered to the CITY by the CONSULTANT upon completion of the services required pursuant to this Agreement. The CONSULTANT agrees that Design Materials and any other document maintained and generated pursuant to this contractual relationship between the CITY and the CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. All design materials are the property of the CITY and for the CITY's exclusive use and reuse at any time without further compensation and restrictions. 14.3 Notwithstanding the fact that the Design Materials are and remain at all times during the term of this Agreement the property of the CITY, the CONSULTANT shall be responsible for any loss or damage to the Design Materials, while the Design Materials are in the possession of the CONSULTANT or the Sub -consultants, and any such Design Materials lost or damage shall be replaced or restored at the CONSULTANT'S expense. ARTICLE 15 NONDELEGABILITY 15.1 The obligations undertaken by the CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or firm unless the CITY shall first consent in writing to the performance or assignment of such service or any part thereof by another person or firm. 30 99- 108 ARTICLE 16 AUDIT RIGHTS 16.1 The CITY reserves the right to audit the records of the CONSULTANT at any time during the performance of this Agreement and for a period of three (3) years after final payment is made under this Agreement. 16.2 The CONSULTANT shall agree to abide by the applicable administrative rules and regulations of the Safe Neighborhood Parks Bonds Program (SNP), and the Florida Department of Environmental Protection (DEP), copies of which have been furnished to CONSULTANT, and CONSULTANT hereby acknowledge receipt thereof. ARTICLE 17 AWARD OF AGREEMENT 17.1 The CONSULTANT warrants that it has not employed or retained any person employed by the CITY to solicit or secure this Agreement and that it has not offered to pay, paid, or agree to pay any person employed by the CITY any fee, commission, percentage, brokerage fee, or gift of any kind contingent upon or resulting from the award of this Agreement. ARTICLE 18 SUCCESSORS AND ASSIGNS 18.1 This Agreement shall be binding upon the parties herein, their heirs, executors, legal representatives, successors, and assigns. 31 99- 198 Ar1�+'�el;.�«paFwdu+d.'e�-tty3aM�t'k.°��"�r ARTICLE 19 INDEMNIFICATION 19.1 CONSULTANT covenants and agrees that it will indemnify and hold harmless the CITY and any of its officers, agents and employees from claims, loss, damage, cost, charge or expense arising out of negligent acts, , or omissions by CONSULTANT or any of its officers, agents, employees or sub -consultants during the performance of this Agreement, and whether to any person or property to which CITY and any of its officers, agents, and employees may be subject except that neither CONSULTANT nor its officers, agents, employees and Sub -consultants will be liable under this section for damages arising out of injury or damage to persons or property directly caused or resulting from the negligence of the CITY or any of its agents, officers or employees. 19.2 The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. ARTICLE 20 CONFLICT OF INTEREST 20.1 The CONSULTANT covenants that no person under its employ who presently exercises any functions or responsibilities in connection with this Agreement has any personal financial interests, direct or indirect, with the CITY. The CONSULTANT further covenants that, in the performance of this Agreement, no person having such conflicting interest shall be employed. Any such interests on the part of the CONSULTANT its employees, must be disclosed in writing to the CITY. 20.2 The CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article V),Dade County, Florida (Dade County Code Section 2-11-1) and the State of Florida, and agrees that it will fully comply in all respects with the terms of said laws. 32 99- 198 l' j ARTICLE 21 INDEPENDENT CONTRACTOR 21.1 The CONSULTANT and its employees, agents and subconsultants and their 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 ordinances of the CITY, or any rights generally afforded classified or unclassified employees; further its employees, agents, Sub -consultants and their employees and agents shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of the CITY. ARTICLE 22 NONDISCRIMINATION 22.1 The CONSULTANT agrees that it shall not discriminate as to race, sex, color, creed, or national origin, in connection with its performance under this Agreement. ARTICLE 23 MINORITY PROCUREMENT COMPLIANCE . 23.1 The CONSULTANT acknowledges that it has been furnished a copy of ordinance No. 10535 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. 33 99- 108 r ARTICLE 24 ENTIRE AGREEMENT 24.1 This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said grant and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Agreement are of no force or effect. ARTICLE 25 AMENDMENTS 25.1 No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. ARTICLE 26 APPROVAL BY THE OVERSIGHT BOARD 26.1 The State of Florida has appointed an Emergency Financial Oversight Board (the "Oversight Board") which is empowered to review and approve all pending City of Miami contracts. As a result, contracts shall not be binding on the CITY until such time as they have been approved by the Oversight Board. Execution of this Agreement by the CITY shall constitute evidence of approval by the Oversight Board. 34 S9- 198 IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized this day and year first above written. ATTEST: CITY OF MIAMI, A MUNICIPAL CORPORATION OF THE STATE OF FLORIDA WALTER J FOEMAN CITY CLERK ATTEST: CORPORATE SECRETARY APPROVED AS TO INSURANCE REQUIREMENTS DONALD H. WARSHAW CITY MANAGER CONSULTANT, MILIAN, SWAIN & ASSOCIATES, INC. VICE PRESIDENT APPROVED AS TO FORM AND CORRECTNESS: MARIO SOLDAVILLA ALEJANDRO VILARELLO RISK MANAGEMENT DEPARTMENT CITY ATTORNEY 35 99 - 198 o- CORPORATE RESOLUTION WHEREAS, desires to enter into a Professional Services Agreement with the City of Miami; and WHEREAS, the Board of Directors at a duly held corporate meeting has considered the matter in accordance with the by-laws of the corporation; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS that the president and secretary are hereby authorized and instructed to enter into a contract in the name and on behalf of this corporation with the City of Miami upon the terms contained in the proposed contract to which this resolution is attached. SECRETARY DATED this day of , 1999. (SEAL) 36 DIRECTOR 99- 198 i ,s'z uir ATTACHMENTS: Exhibit A - Lummus Waterfront Concept Plan LEGISLATION Resolution No. 97-866 Resolution No. 98-529 37 89- 198 'A Pol LZ J-9A-26) S/4/9S RESOLUTION NO. _ 529 A RESOLUTION ACCEPTING THE RECOMNIENDAT ION OF THE CITY MANAGER TO APPROVE THE FINDINGS OF THE SELECTION COMMITTEE AS TO THE MOST QUALIFIED TEAMS, IN RANK ORDER, TO PROVIDE PLANNING AND DESIGN SERVICES IN THE FIELDS OF ENt; 24EE LING AND LANDSCAPE ARCHITECTL*E FOR THE RIVERSIDE RIVERFRONT REDEVELOPMENT PROJECT; AUTHORIZING THE CITY MANAGER TO NEGOTIATE WITH THE MOST QUALIFIED TI"AMS, IN RANK ORDER, UNTIL, HE ARXVES AT AN AGREEMENT WHICH IS FAIR, CONWETITIVE AND REASONABLE; FURTHER DIRECTING THE CITY MANAGER TO PRESENT THE NEGOTIATED AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, TO THE CITY COUMSSION FOR FINAL APPROVAL. WHEREAS, the City of Munk pursuant to Resolution No. 97-866. adopted December 9, 1997, designated the Riverside Riverffont Redevelopment Project (the "Project") u "Category 13" fbr the acquisition of professional planning and design services; and WHEREAS, said Project requires the services of a quwified engineering firm, as prime consultant, and a landscape architectural firm to first assess City properties located on the Miami River as to their needs for dredging, shoreline stabilization, access and other improvements, and then to prepare a master plan and complete construction drawings for certain improvements to the property known as Lummus Park/Pioneer Club site, including a riverwalk, boat slips, shoreline stabilization, public plazas, lighting and landscaping, and MAY 2 6 108 Ra"h+al" rNw 98- 529 99- �9 WHEREAS, Resolution No. 97.866 also appointed a Certification Committee of professionals in the geld of endeavor and appointed the Chairperson of the selection committee to review the qualifications and related information provided by those responding to a Request for Qualifications ("RFQ") fvr said professional services; and WHEREAS, a competitive selection process, as described herein, was duly conducted in accordance with Chapter 287, Florida Statutes, and Section 18.81 of the Code of the City of Miami, Florida, as amended; and WHEREAS, the City of Hand advertised and issued the RFQ for the required services for the Project on Dwember 29, 1997; and WHEREAS, ten (10) proposals were received by the City Clerk on January 26, 1998, and the Certification Committee subsequently reviewed and certified nine (9) proposals In accordance with established criteria; and WIEREAS, the Competitive Selection Committee evaluated the nine (9) cerdW proposals according to criteria established in the RF% and "short listed" five (S) teams to participate in a presentation and interview, and WHEREAS, the Selection Committee subsequently interviewed and evaluated, also according to criteria stated in the RFQ, the five teams and then adopted as its finding, the five teams in specified rank order as most qualified to provide the required professional services for this Project; and WHEREAS, the City Manager has reviewed the report of the Selection Committee and recommends that its findings as to the rank order of the most qualified teams be approved; NOW, THEREFORE, BE IT RESOLVE® BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: 'Z' 98- 529 S9- 198 11 Section I. The recitals and findings contalrW in the Preamble to this Resolution ere hereby adopted by reference thereto and incorporated herein as if lblly set forth to this Section. Section 2. The City Commission hereby accepts the neoonimendation of the City Umager to approve the findings of the Competitive Selection Committee as to the fwine otlo teams, in rank order, as the most qualified to provide pW and dew seMces in the fields of engineering and landscape architecture for the Riverside Rived Redevelopment project: IUMAAWWA Prlrne Consultant: AUAD, Swain & Associates„ Inc. ^ Subconsultant(s): CWM Ii t Inc, Albert R Associates, P.A Torn Grabowski Associates, Inc. The Chesapeake Group, Ina. Daniel Wriliams, Architect Arva Parka & Company Tears �ntr�rl �� Prlrtre Conmdtant: Carney Neese, inc. SubconvAtant(s): WW'AM Roberts & Todd Who & Nchol Engineers Ontek Engineering Prime Conwitant: C.A.P. Engineering Counts, Inc. Subconsultant(s): Curds Rogers Design Studio, Inc. Consulting Engineering and SclewA Inc. .3. 98- 529 9- .198 77 T&am Wed #4 Prime Consultant: Subconsultants: Team Ranked 0 Prime Consultant: Subconsultants: Bermello, AiarWl do Partners Weidener Surveying dt Mapping HuNy-Nicolaides-Garcia-Suarez Evans Environmental Biscayne Engineering Company, Inc. Frega Engineers LK"MC of Florida, Inc. Rosenberg Design Group NDT, tnc. Consul -Tech Engtneerit & Inc. Section 3, The City Commission hereby authorizes the City Manager to negotiate an agreement with the Team ranked first as set forth in Section Z berein. In the event that the Chy Manager cannot negotiate an agreement which, in his option, is fair, competitive and reasonable with the Teens ranked Rrs k then he is hereby authorized to terminate such negotiations and to proceed to negotiate with the second most qualified Team, and so on through the ranked providem until a satialkotory agreement is reached. Section 4. The City Manager is hereby directedv to present the negotiated agreement, In a form acceptable to the City Attorney, to the City Commission for final approval. Section S. This Resolution shall become ei%cdve immediately upon its adoption. y The herein direction is 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 provislons. -9- 98- 529 99- 198 PASSED AND ADOPTED thdl Z 6 th day of- AM . 1 "s. JOB CAROLLO. MAYOR In Goa MWM WM MWW Code Spa. tt,'l47, since ft Moybr did not Mai approval of 'his leptsUM by ti9*10 R In IN dalpnabd pkw provklod, said legislation ncru bwomai el40m Wth dw Om" of ton ATTEST: days from 9ho data of cn OW, 4. o74�4OUA� : •, ���0 t tha (W WALYFR L FOE1biAN CITY CLERK PREPAREID AND APPROVED BY LIIdDA ICEL�,Y ASSISTANT CITY ATTORNEY LKMSS/pb/W2328 (70 %X-97'-845 • 1.2/2/97 RESOLUTION N0. 97 ^ $ 6 6 A RESOLUTION 1J$BIGNATING RIVgR$IDB RIVERFRONT' : RBbEV2LOPMONT P90,Y;CT AS A CATHGORY .•• *l$" PROJECT FOR . tHB.' PURPOS9 OF NN ACQUIRINO , PkOPROSIONAL PLAINQ' AND DBSIGN ' S1311vicn, ''IN THE. .yIBLDS OF 9NQItM218INd AND LANDSCAP$ ARCHITBL-rMB6. JWp0IHfiIN4 A CBRTIF,ICATIdN COMIT ER OF NOT : LBBS THAN 'TME MM BRS W*OSH PROPUSIONAt- BX0J3RTI38. I$ �N THE OF MMINBgRINQ; AND.* A1PpOii� rrNG THB DIRECTO OF THS DBPARr4nNT OF'.: PLANNING • AND DRVBL4 . • . OR HIS/HER • D9SIG'M91"' 'AS CHAIRPgRBON.- OF •. THE " COMPgTIT1VS ' -WL I .�TION' G'owrri`B8; IN ACCORDANCB - WITH 613CTION 18-81 OF THB CODB OF THE CITY OF MIAN1,•FLORIDA, AS AMENDED, AND CHAh'I'BR 287, FLORIDA STATDTBS, AS AME ED. WHBRHAS, the Department of Planning and Development prepared a, .long-range plan for the revitalisation of an area adjacent Co diiwntown; and the Miami Rider known as the.•"Riverside District"; WHBRBAS, a portion of the Riverside District plan addresses the deterioration of the River and calls for a project to improve the'ri-rerfkont adjacent to City -owned properties, and to increase p%!blic..eecessibility to the waterfront; and WHEREAS, Phase I of said project will consist of an a$sessment of the physical needs along City riverf rout properties i0cluding.Lummus Park, Curtis Park, Sewell Park, Jose Marti Park, as•well as a City leasehold, Garcia Brothers Seafood; and Noma OP DEC 0 t997 9 W6 1.9 98 W E D 1 T 24 OiSAS, P�ajq'- 1J.' •. ;r Of 'said project Kill epsCifieelly.eddxeeo• rddevelo �snpnG 'for the` riverf�ront 'portion of � Lummn * 1?ark • - alro kc�own ee c`the old.,]?ion er Club site; .and 5, 1 booed '• ?tin the priorities estblisiied by, the. �d serneait, work' will include ; s but is `nbt. iiniited to additiionei la ,�khea�d Bind ehorelirib ®taliliration ,.. a?�ed9iri rina' and ' boat o r�kOP impr0vgments. • A Continuation' of the � ' rill rwalk; ce�f�skruVion .'of new tiblie 1 p azas, instarll.ation of lightingr; site . uiY iahiAoa and landsCapiri � an - .. WH81�$AS, Ruch work will ref uire profogoional c auitlri. ces ` in the specialised fields of engine®rin and lasn' ' 9 d��ape .. a hiteC urej ansi i Section: ie-8i of ' the Code of the City of Miami, i+lorida,•' �►s. amended the' "City Code") , Ptbvides regulations for r ;'. tti� acqu aition of ouch proteoeional gervicesj and WHBAs1'$, the Ci't y Manager recommends that .the Riverside :'. iti ve:rf root . Development Project be designated a ' Cate gow 1§" ... . pXbect in'acco'rdance 'With provisions of City Code 8ecti6n i8-81, r F f whca a1bQ requireg that: the City . Cotnmiesion' establish' ' a k,igtifi'cAtioncorranittee of not legs than three 'atembersi and. WH�IBA3, !the recommendations for appointment of t . professional n eritlineere to the certification corr�nitt,ee are: John Jackson',. P,B:, yrosaeteves, P.B., and Juan Ordonez, A.B.; :and «: the City Manager recommends that the Dir®ctor of i • the DepaFtment of Plannin and Develo g.. pmsnt, or his/her designee, rs bad a ppoi,nted as Chairperson of the competitive selectipn }} Ccmi t t e¢, and .' WI•tRR$AS, •the' Y Manager will con • i duct' a • C ompetitiir sgl�ctioi► ' process • as ' icequired and return to 'the City C a�ioq a0 a at*r date with"'the results of'ssi r t d procee'l and iRRBAS, fund'o Said Project i� thd' , amount $1'e 250, 040 have beer' .designated !r of* tNe Dade ' Country She Neighborhood Pask aond P�s9gr�m and front tw ® "state grants . �, 1. boon' be +�PPropriete . i h ch cto the Capital I (xP"j i mprovement , Program NOR,* �: •: 1'HBR$�*ORB, $$ IT` RRSOLVBD By Z'Hg : or .,MIAMI; ' FY,pltlD�l: COHIl+4I$SIaId OF TRH .CITY : Section I. The reeitals.and findings contained in Lhe 7, P'bam�bll to this Resolution are hereb :a Y doptgd by reference tiioreto and in cbrporated .bereir� ass' if Rally set . for seotion. th in this section 2. The. •.Riverside : 8iyeefroiit Redwei Propment oaject ie hereby designated as a Cat E., ox'Y "]3*" : t�uieitionProject for the ac'. of professionalianning And d�si accordance with the gn, services iri . Proviaions of Sectio 18_ s. th .city of Miami, Florida, as am 1 of the Code of ended, and"Chapter 287, Florida S-a6ut.. as amended. SCctiort 3. • The following individua:l.$, with . the.ir deP�Onees if neceasa '� are hereby named to the certification c4minitts'®. for said project: John �7ackean, p. g. gi getevez and d' , uan Ordort®zyrosa , P . g . 3 - 0-9- 198 Section 4. Ttie Director of the 'Departmen.t of Planning � d.Devaiopment, or his/her desi ee, is chairperi9oh of hereby appointed �� the competitive selection p Oject.; comaaittes for s&id • ' tan 5 � • hie lteaolurion s1aa1Y became i�fCective medlefrely upoU, ite *doption. PASdBO 11�3PTgD this 9th `day or 1997. A "8ST ` In aaaordance Wth XAVTBR L.' SITARgz ails le9ialaflon b I�liafii fa Soo, 240" O fh0 MA ' MAYOR y a gnln It lh Y c1d" ' Indlco becamea e = d"tnalad lace a PprevoE of . the elapse often 10 da p f PrOVtded, • aald lepirilstton raW IT83g wl the MgS6r oXer a ®tcMM the date Of m'sitct,. t 4 ?f 'AL I"P-OVOUNT PROJgCT RR-VIBW: W n, Cry Cletfc O . ; SN$BFiAAI, C00 ZNATOR ° 'A4VBD AS TO FORM AIM COMWC°MSS I.. ;ATT II Y 4 r_ 1v ;'> CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM (7 21 TO: The Honorable Mayor and Members of the City Commission FROM: I /alH�aw City Manager RECOMMENDATION DATE : MAR 16 iggv FILE: SUBJECT: Riverside Professional Services Agreement REFERFNCESCity Commission Meeting of March 23rd, 1999 ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute a professional services agreement, in substantially the attached form, with the firm of Milian, Swain and Associates, Inc., to provide professional planning and design services for the Riverside Riverfront Redevelopment Project, for a maximum fee of $239,900, consisting of a base fee of $211,900 with allowances not to exceed $6,000 for reimbursable expenses and $22,000 for prescribed additional expenses; allocating funds from the Capital Improvement Project No. 322064 entitled "Riverside Riverfront Redevelopment Project". BACKGROUND The Riverside Riverfront Redevelopment Project will identify appropriate uses to city -owned and private properties located along the Miami River and within the Riverside District. This analysis will result in a Program Development Report that will be used as a marketing strategy to encourage investment and redevelopment in the District. Immediately following the report findings, the Lummus Park Riverfront Master Plan will define physical improvements such as seawall repair, shoreline stabilization, storm water controls, dredging, a new riverwalk, plazas, lighting and landscaping. These improvements will be implemented in an effort to enhance 'the property for future redevelopment by a private entity.( The overall goal of the project is to revitalize the district by identifying ways to redevelop the waterfront, in addition to retaining the historical resources. The Department of Real Estate and Economic Development has negotiated an agreement between the City of Miami and the firm of Milian, Swain and Associates, Inc., in conjunction with its subconsultants identified in the table below, to provide 99 - 198 ,.I r Honorable Mayor and the Members of the City Commission Pace 2 professional planning and design services for the Riverside Riverfront Redevelopment Project. The following is a description of the work to be performed by the professional consultant team assigned to the Project: FIRM Description of Work Milian, Swain and Associates, Inc. (Prime Consultant) Civil and Environmental Engineering CH2.MHILL, Inc. (Sub -Consultant) Environmental, Civil, Transportation Engineering Albert R. Perez Associates (Sub -Consultant) Landscape Architect/Urban Planners Tom Graboski Associates, Inc. (Sub -Consultant) Graphics and Signage Illustrator The Chesapeake Group, Inc. (Sub -Consultant) Economic and Feasibility Analysis Daniel Williams Architect (Sub -Consultant) Urban & Regional Planner/Designer Arva Parks & Company (Sub -Consultant) Historian Environmental Development Consultant (Sub -Consultant) Engineering Design & Environmental Permitting The professional services will include an economic analysis and marketing study of the entire Riverside District, to be performed primarily by subconsultants the Chesapeake Group, which will assess and make recommendations as to the district's future long term development potential as both a commercial (entertainment, restaurant and retail) and residential center for the City. Secondly, the entire team of consultants will provide comprehensive design and construction administration services for the Lummus Park Riverfront Master Plan, which will define physical infrastructure improvements to the river front portion of Lummus Park. The process to select these consultants began on December 9, 1997, when the Commission adopted Resolution No. 97-866, designating the Riverside project as a "Category B" project for the purpose of acquiring professional services in the fields of engineering and landscape architecture. The former Department of Planning and Development duly conducted a competitive selection process, soliciting proposals from interested parties via an RFP that was issued December 29, 1997. Of the 10 proposals that were received on January 26, 1998, the selection committee evaluated and subsequently ranked 5 proposals, and that recommendation and ranking was then approved by the City Commission on May 26, 1998, by Resolution No. 98-529. That same resolution of the City Commission instructed the administration to commence negotiations with the top -ranked firm of Milian, Swain, and Associates, Inc., in conjunction with its subconsultants, to perform the required services for the Project. The first part of the contract calls for a market and economic analysis of the Riverside District to be performed. The results of such a study will result in a Program Development Report that Honorable Mayor and the Members of the City Commission Page 3 will define appropriate reuse for specific properties and redevelopment .for the Riverside District. The second part of the contract involves the design of infrastructure improvements to the riverfront portion of Lummus Park, which are envisioned to include a riverwalk, boat slips, shoreline stabilization, storm water controls, bulkhead and marina facilities, paving, grading and dredging, lighting, landscaping, and site furnishings. These elements are intended to enhance the property for subsequent redevelopment by a private entity selected at a later date through another competitive process. The maximum fee for professional services under the agreement is $239,900, consisting of a base fee of $211,900, and up to $28,000 in project allowances. The base fee is further broken down in two segments including $40,000 for the economic and market analysis of the District, and $171,900 for the professional engineering services for the construction of site improvements previously described. To expedite the project, the agreement also includes project allowances not to exceed $28,000 which includes as follows:$6,000 for reimbursable expenses for such items as permit fees and reproductions, and up to $22,000 for additional services that may be required to complete the project on a timely basis. These allowances can only be spent upon advance approval of the City for services such as studies, surveys, and testing required for environmental permitting. Funds in the total amount of $455,200 have been appropriated into the Capital Improvement Project No. 322064 entitled "Riverside Riverfront Redevelopment Project", consisting of funds from the State of Florida Department of Environmental Protection (DEP), the Miami -Dade County Safe Neighborhood Park (SNP) Bond Program, and from a private developer contribution. DHW/DB/ED W DE' 09- 198