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HomeMy WebLinkAboutR-87-0378r3 412�8792 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE THE NEGOTIATED AGREEMENT, FOR $150,000 ($140,000 CONSULTANT FEE AND $10*000 PRESENTATION ALLOWANCE) IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BETWEEN THE CITY OF MIAMI AND SPILLIS, CANDELA & PARTNERS, INC.; TO PROVIDE PROFESSIONAL PLANNING AND DESIGN SERVICES FOR THE RENOVATION AND EXPANSION OF THE COCONUT GROVE EXHIBITION CENTER. WHEREAS, the New Exhibition Center Oversight Advisory Committee has recommended to the City of Miami Commission that the City Manager be authorized to initiate the process for the renovation and expansion of the Coconut Grove Exhibition Center; and WHEREAS, in an effort to attract more conventions to the City of Miami, the City of Miami Commission proposes to renovate and expand the Coconut Grove Exhibition Center; and WHEREAS, it is anticipated that available funds remaining in the Subordinate Note held by Sun Bank Miami, N.A. will be utilized for an interim/permanent exhibition facility in the City of Miami; and WHEREAS, by Resolution No. 86-748 passed and adopted September 11, 1986, the City of Miami Commission approved the renovation and expansion of the Coconut Grove Exhibition Center as a Category "B" Project, appointed Jack Eads, Assistant City Manager, as Chairman of the Competitive Selection Committee, and established a Certification Committee of not less than three (3) professionals, qualified in the fields of endeavor or practices involved, to review the qualifications, performance data and related information provided by those responding to the City's bequest for Professional Services; and WHEREAS, the City, through public advertisement and direct mailing, solicited expressions of interest from qualified consultants; and WHEREAS, the Competitive Selection Committee along with the Certification Committee, evaluated the qualifications of those firms who responded to City's Request for Proposals; and selected CITY CQSIrJN C21 M. the firms most qualified to provide professional architectural, landscape architectural and engineering services for this project, all in accordance with the Competitive Negotiations Act as defined in Florida Statutes #287.055, City of Miami Ordinance #9572 and Section 18.52.3 of the City Code, for the acquisition of professional services; and WHEREAS, the City Commission, by Resolution No. 86-853 on October 23, 1986 approved the Competitive Selection Committee's recommendation of the firm most qualified to provide, along with its consultants, professional architectural, landscape architectural and engineering services related to the renovation and expansion of the Coconut Grove Exhibition Center; and WHEREAS, the Agreement, in a form acceptable to the City Attorney, between the City of Miami and Spillis, Candela & Partners, Inc., was negotiated in a fair and reasonable manner; and WHEREAS, compensation for the professional architectural, landscape architectural and engineering services related to the renovation and expansion of the Coconut Grove Exhibition Center was determined to be $150,000 0140,000 consultant fee and $10,000 presentation allowance); NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The City Manager is hereby authorized to execute the negotiated agreement, in a form acceptable to the City Attorney, between the City of Miami and Spillis, Candela & Partners, Inc., to provide professional services related to the renovation and expansion of the Coconut Grove Exhibition Center. — Section 2. The cost of the professional services related to the renovation and expansion of the Coconut Grove Exhibition Center shall be $150,000 ($140,000 consultant fee and $10,000 presentation allowance). PASSED AND ADOPTED this 30th day of April , 1987 ATTEST: AVIER L. SUAREZ, ayor ��MATTY HIRAI, CI LERK FINANCIAL AND BUDGETARY REVIEW AND APPROVAL: i JOHN A. BLAISDELL* EXECUTIVE DIRECTOR MIAMI SPORTS AND EXHIBITION AUTHORITY PREPARED AND APPROVED BY: ROBERT F. CLARK, DEPUTY CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNES: 10 T "elAfa"C- LUCIA A. DOUGHERTY, CITY ATTORNEY i -3- i61ilp- C"V OR MIAMI, FLORIDA INTNR-OFFICE MKMORANDUM T04 -The Honorable Mayor and Of the City Commission FROM: Cesar H. Odio City Manager RECOMMENDATION: Members DATE: April 24, � 1987 FILE! SUBJCCT, Resolution Authorizing the Execution of the Negotiated Agreement with Spillis, Candela & Partners, Ir REF9REN01'For City Commission Meeting of April 30, 1987 ENCLOSURES. It is respectfully recommended that the City Commission adopt the attached resolution authorizing the City Manager to execute the negotiated Agreement, in a form acceptable to the City Attorney, with Spillis, Candela & Partners, Inc. to provide professional planning and design services for the first stage of the renovation and expansion of the Coconut Grove Exhibition Center. BACKGROUND: The Department of Development recommends that the City Commission approve the attached Resolution authorizing the execution of an agreement in a form acceptable to the City Attorney with Spillis, Candela & Partners, Inc. to provide the first stage of professional planning and design services for the renovation and expansion of the Coconut Grove Exhibition Center. The professional services to be executed under Stage I of this agreement include Programmatic Analysis and Pre -schematic Design. During this phase facilities and equipment which are currently deficient will be identified along with expansion and renovation options and their potential costs. These findings will be presented to the City Commission for review and selection of the expansion and renovation options most advantageous to the City. The cost of professional services in Stage I is $140,000 fee for Spillis, Candela & Partners and their designated Subconsultants and $10*000 for a presentation allowance. Fees for Stage II will be based on a fee scale attached to the Agreement and brought before the City Commission for review and approval at such time as it is appropriate to proceed with this aspect of the project. Honorable Mayor and Members of the City Commission Page two In order to monitor and control costs on this project, this Agreement requires cost estimates during each phase of the design, and authorization to proceed on subsequent phases is predicated on the City 's acceptance of the design and the costs associated with each aspect of the proposed improvements. The Agreement also states that "The City will designate portions of the construction contract as black minority set asides, and it will utilize its minority participation, first source hiring and local preference purchase procurement legislation 4n the bidding and construction of this Project". Recognizing the importance of providing first class exhibition space and to enhance commerce and economic growth in the Miami, the City Commission, by Resolution No. 86-748 on September 11, 1986 designated as a Category "B" project, the renovation and expansion of the Coconut Grove Exhibition Center. In accordance with Florida Statutes, Chapter 287.055, City of Miami Code, Section 18-52.3 and City of Miami Ordinances No. 9572 and No. 10062, advertisements requesting proposals for professional design services were published in newspapers; the Certification Committee appointed by the City Commission and the Competitive Selection Committee appointed by the City Manager, evaluated the qualifications of those firms which responded, and selected the firms most qualified to provide the professional architectural# landscape architectural and engineering services required for this project. On October 23, 1986 the City Commission, by Resolution No. 86- 853, approved the Competitive Selection Committee's recommendation of the firm most qualified to provide, along with its consultants, the required professional services related to the renovation and expansion of the Coconut Grove Exhibition Center. Funding to cover the cost of all Professional and Technical Services related to this agreement is to be provided through the Miami Sports and Exhibition Authority's $10 million Subordinate Obligation Note, Series 1985. All billings related to this agreement will be directed to and paid by the Miami Sports and Exhibition Authority. Attachment: Proposed Resolution Agreement P 4AW87- PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT, made this day of, _ 19879 by and between the City of Miami, a municipal corporation of the State of Florida, (hereinafter referred to as the "CITY",) and Spillis Candela b Partners, Inc., a for profit corporation of the State of Florida (hereinafter referred to as the "CONSULTANT"). RECITAL WHEREAS, the new Exhibition Oversight Committee recommended to the City of Miami Commission that the City Manager be authorized to initiate the process for the renovation and expansion of the Coconut Grove Exhibition Center; and WHEREAS, in an effort to attract more conventions to the City, the City of Miami Commission proposes to renovate and expand the Coconut Grove Exhibition*Center; and WHEREAS, it is anticipated that available funds remaining in the Subordinate Note held by Sun Bank Miami, N. A. will be utilized for an interim/permanent exhibition facility in the City: and WHEREAS, by Resolution No. 86-748, passed and adopted on September 11, 1986, the City Commission approved the designation as a Category '8' Project, the renovation and Expansion of the Coconut Grove Exhibition Center, appointed Jack Eads, Assistant City Manager, as Chairman of the Competitive Selection Committee and established a Certification Committee of not less than three professionals, qualified in the fields of endeavor or practices involved, to review the qualifications, performance data and related information provided by those responding to the City's Request for Professional Services, in accordance with Ordinance No. 8966; and WHEREAS, the City, through public advertisement and direct mailing, solicited expressions of interest from qualified consultants; and WHEREAS, the Competitive Selection Committee along with the Certification Committee, evaluated the qualifications of those firms who responded to the City's Request for Proposals, and selected the firms most qualified to provide professional. -1- architectural, landscape architectural and engineering services for this project, all in accoirdance with the Competitive Negotiations Act as. defined in Florida Statutes, Chapter 287 and in City of Miami Code, Chapter 18-52.2 for the acquisition of professional services; and WHEREAS, the City Commission, by Resolution No. 86-853 dated October 23, 1986 approved the selection of Spillis Candela & Partners, Inc. as the most qualified firm to provide, along with the designated subconsultants, professional architectural, landscape architectural and engineering services for the renovation and expansion of the Coconut Grove Exhibition Center and has also authorized the City Manager to negotiate an Agreement with it for the professional and technical services required. NOW, THEREFORE, in consideration of the covenants and obligations herein contained, and subject to the terms and conditions hereinafter stated, the parties understand and agree as follows: SECTION I DEFINITIONS: A. CENTER - is hereby defined as the Coconut Grove Exhibition Center. B. CITY - is hereby defined as the City of Miami, Fl on oa. C. CITY MANAGER - is hereby defined as the City Manager of the CITY. b D. CONSTRUCTION COST - is hereby defined as the total final construction contract cost of the PROJECT to the CITY but it shall not include CONSULTANT fees, the Special Consultants and Presentation Allowance or the cost of any survey, legal, finance, administration or similar services and land acquisition furnished by the CITY or any cost of furniture, furnishings or unattached equipment purchased by the CITY. E. CONSULTANT - is hereby defined as Spillis Candella & Partners, Inc. together with all the firms identified as members of'the selected design team designated in SECTION Y. F. DAYS - are hereby defined as calendar days unless otherwise specified. -2- `� G. DIRECT TECHNICAL SALARY EXPENSE - is hereby defined as the hourly cost of salaries of principals and employees directly engaged on the PROJECT and the cost of those mandatory and customary benefits such as statuary employee benefits, insurance, sick holidays, pensions, vacations and similar benefits but not including bonuses or profit sharing. The salary and benefits claimed shall be substantiated by the CONSULTANT's accounting records and shall not exceed forty-five dollars ($45) per hour for CONSULTANT'S Principals' salary and benefits are agreed to be thirty-five (35t) percent. H. FEE - is hereby defined as the amount of money the CITY agrees to pay and the CONSULTANT agrees to accept as payment in full for all the work rendered pursuant to this Agreement to complete the WORK as further defined in SECTION III. I. MIAMI SPORTS AND EXHIBITION AUTHORITY - (hereinafter referred to as MSEA), is hereby defined as a semi -autonomous instrumentality of the CITY which shall approve the concept, location program and design of the PROJECT. J . PROJECT - is hereby defined as renovation and expansion of the Coconut Grove Exhibition Center, including but not limited to the renovation and expansion of existing exhibition space and the development of additional convention space, with amenities such as prefunction, toilet, service, kitchen and storage areas to support the convention and exhibition activities; site improvements including vehicular and pedestrian access and circulation, signage, amenities and enhancement. K. PROJECT INSPECTOR - is hereby defined as the Inspector of the PROJECT designated by the CITY. L. PROJECT MANAGER - is hereby defined as the Manager of the PROJECT for the CITY. M. SPECIAL CONSULTANTS AND PRESENTATION ALLOWANCE - is hereby defined as the amount of money established by the CITY to cover costs associated with rendering, printing, related presentation services. and. material; and Professional and Technical services, related to the WORK, but other than that - 3- provided by the CONSULTANT as professional and technical services -- covered under this agreement. N. WORK - is hereby defined as all the professional and technical services -to be rendered or provided by the CON5ULTANT for the PROJECT, as described in SECTION III. SECTION II GENERAL: A. The CONSULTANT and the CITY are fully aware of the Schedule of Work requirements as defined under SECTION III and will therefore proceed with all diligence to carry out the WORK. The CONSULTANT shall proceed with all applicable dispatch in a sound, economical, efficient and professional manner, and shall comply with the provisions of all applicable Federal, State and Local Codes, Ordinances and Laws. B. The CONSULTANT shall perform the professional services as hereinafter set forth and in general accordance with the instructions of the CITY. C. The CITY has initially budgeted the amount of $5,000,000 for the total cost of the PROJECT which is divided into two stages (Stage I and Stage II) and each and every PROJECT COST associated with each Stage and the method by which such PROJECT COSTS are determined are set forth below: °— STAGE I: 1. $150,000 For design services, including: a. $140,000 Fee for the CONSULTANT b. $ 109000 PRESENTATION ALLOWANCE. STAGE II: Upon completion and acceptance of Stage I services, as such services are more specifically described in Section III of this Agreement, by both the CITY and MSEA, and aithorization from the CITY in writing to proceed with some or all of the remaining phases and* aspects of the PROJECT, the following costs and contingencies shall be established by an amendment to this Agreement: 1. Compensation for Stage I1 CONSULTANT, .SPECIAL CONSULTANT and Presentation Allowance services, as more specifically described in this Agreement. - 9 A�� ._ 5Y•7 �� 2. Allowance for PROJECT Costs, associated with i - bidding and construction administration, to be used on the basis of actual expenditures. This allowance shall also cover the cost of Threshold inspection to be contracted for separately during the Construction Phase of the PROJECT. 3. CONSTRUCTION COST of the PROJECT to include a min. 10% Construction Contingency. 4. Allowance for overal-1 PROJECT contingencies. D. Compensation For Stage I and Stage II, which encompasses all professional services set out in this Agreement, shall not _ exceed 9.5% of the total CONSTRUCTION COST of the Project. Actual compensation shall be established based on the Fee Scale _ 1. attached hereto and made a part of this Agreement as Exhibit A. SECTION III PROFESSIONAL SERVICES: The CONSULTANT shall provide complete drawings, plans, specifications and related bid and construction documents required to complete the PROJECT. Basic services consist of seven phases separated into twu Stages as described herein. The CONSULTANT and its Specialists shall work in close coordination primarily with designated City staff from the i s Departments of Development, Conferences and Conventions, Parks, 4 E Recreation and Public Facilities, Building and Zoning, Planning, Fire, Public Works, General Services Administration and MSEA, which shall establish a Technical Committee headed by the PROJECT MANAGER, to work on the PROJECT. The CITY's 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 this Agreement, the phraseology shall in no way relieve the CONSULTANT from any duties or responsibilities under the terms of this Agreement and from using the best professional architectural, engineering, interior design and any other necessary services and practices. The. CONSULTANT and its Specialists shall, throughout the course of this PROJECT, particularly in the initial development - and analysis stages, work along with the CITY, with designated representatives of the City of Miami Exhibition Facilities Oversight Committee, Interim Exhibition Center Committee, the Coconut Grove Chamber of Commerce, Coconut Grove Marketing, Inc., and MSEA and include their input and review in the overall .design -process. The CONSULTANT shall, in proposing the staging and sequence of construction improvements for the PROJECT, take into consideration the events for which the CITY has contractually obligated the use of the CENTER and work through the CITY with the users to plan for minimizing the impact that the construction may have on said events. The CONSULTANT and its Specialists shall be prepared with the appropriate documents to attend, and participate in, along with the PROJECT MANAGER, various public meetings as appropriate during the course of the PROJECT. Prior to all public meetings • the CONSULTANT shall confer with the PROJECT MANAGER and related staff to review and approve all documents presented to the public. These meetings shall include but not be limited to the following: a. City of Miami Exhibition Facilities Oversight Committee, Interim Exhibition Center Committee, the Coconut Grove Chamber of Commerce, Coconut Grove Marketing, Inc., as well as other Community Groups. b. MSEA for review and/or approval, discussion, of various aspects of the PROJECT. C. The Miami City Commission for review and/or approval, discussion, of various aspects of the PROJECT. d. Pre -bid and Pre -Construction meetings. The CONSULTANT shall, throughout the course of the entire PROJECT advise the PROJECT MANAGER of any adjustments to previous Cost Estimates which may result from changes in any aspect of the PROJECT or from market conditions or -otherwise. It shall be the obligation of the CONSULTANT to produce a design which may be constructed within the Project Budget or any subsequent revision thereof approved. by the CITY. Approval by the PROJECT MANAGER of the Programmatic Analysis and Pre - Schematic Design, Schematic Design and/or Design Development 1 xr: „f M "� 3,. Documents includes approval of the. construction Cost Estimates unless otherwise advised, submitted therewith. If the Cost Estimates for any of 'the phases. are greater than the CITY's budgeted amount set forth in SECTION II herein, the PROJECT MANAGER may require the CONSULTANT to revise the documents related to the specific Phase as necessary in order to bring the CONSULTANT revised Cost Estimate within the CITY's Project Budget. The work undertaken by the CONSULTANT in revising the documents for the purposes of meeting the CITY's Project Budget shall be considered as part of the CONSULTANT's Basic Professional Services at no additional fee to the CITY. The CITY will designate portions of the construction contract as black minority set asides and it will utilize its minority participation, first source hiring and local preference purchase procurement legislation in the bidding and construction of this PROJECT. In close coordination with the PROJECT MANAGER, the CONSULTANT shall perform and be fully responsible for the following professional and technical services which comprise the WORK: S2WE I t A. PROGRAllWIC ANALYSIS AND PRE-SCMMTIC DESIGN PHASE: During the Programmatic Analysis and Pre -Schematic Design Phase, upon receipt of written authorization to proceed from the i 3 PROJECT MANAGER, the CONSULTANT'S activities shall include the '}} 1 following: 1. The CONSULTANT shall review the preliminary program outlined by the CITY as well as information from the Technical Committee, representatives of the designated organizations, MSEA and users of the facility to familiarize itself with the initial programmatic and functional requirements such as exhibition, conference and banquet needs, security, circulation, storage, signage, utilities, and air-conditioning. 2. The CONSULTANT shall inventory and 'inspect all existing structures and facilities at the site and document their structural integrity, life expectancy, and renovation] expansion feasibility as well as its compliance with current building code requirements including life safety needs.e4b 3. Based on its findings and expertise, the CONSULTANT Shall prepare a written Renovation and Expansion Program to maximize the potential -use of the facility for Exhibitions' and Conferences which are competitive and marketable, for review, discussion and approval by the PROJECT MANAGER, Technical Committee and representatives of the designated organizations. 4. The CONSULTANT shall prepare Preliminary Renovation and Expansion Alternatives reflecting various interpretations and potential phases of the Renovation and Expansion Program including, but not limited to improvements to be carried out with a total PROJECT budget of Five Millions Dollars ($5,000,000). Each Alternative shall be accompanied by a Budget, broken down into major categories and PROJECT elements. S. Upon review, discussion and approval of the Preliminary Renovation and Expansion Alternatives and their accompanying Cost Estimates by the PROJECT MANAGER, Technical Committee and representatives of the designated organizations, the CONSULTANT shall prepare Pre -schematic Design Drawings illustrating the Renovation and Expansion Alternatives including plans, sections elevations and other documents illustrating the scale, form and relationship of the PROJECT components. These documents shall be accompanied by a preliminary construction Cost Estimates, broken down into each item or group of items which form parts of the. plans. 6. The CONSULTANT shall also prepare and render appropriate portions of the Pre -schematic Design Documents for presentation to the City of Miami Exhibition Facilities Oversight Committee, Interim Exhibition Center Committee, Coconut Grove Chamber of Commerce, Coconut Grove Marketing, Inc., MSEA, and the City Commission. 7. As a result of these presentations the CONSULTANT shall prepare a final Pre -schematic Renovation and Expansion Plan directed by -the PROJECT MANAGER. B. As a part of this Phase of the WORK the CONSULTANT shall include the Schematic Design for signage and entry j enhancement for the City of Miami's City Hall and the Coconut Grove Exhibition Center. Based on input from the Technical • Committee, representatives of the designated organizations, MSEA and users of the facility, the CONSULTANT shall prepare Schematic Plans.to include a plan, sections and elevations as well as an indication of the materi a1 s, the placement of the si gnage enhancement of its setting and a Cost Estimate for all the work associated with the signage. Review and acceptance of the Schematic Design for the si gnage shall follow the review process of the aforementioned Programmatic Analysis and Pre -schematic Design Documents. 9. The Programmatic Analysis and Pre -schematic Design Phase shall be completed when the PROJECT MANAGER approves the Programmatic Analysis and Pre -schematic Design Documents. STAGE II: A. SCHEMATIC DESIGN PHASE: During the Schematic Design Phase, upon receipt of written authorization to proceed from the PROJECT MANAGER, the CONSULTANT'S activities shall include the following: I. Based on the approved Programmatic Analysis and Pre - schematic Design Documents the selected Renovation and Expansion Alternative and its accompanying Cost Estimate including any adjustments and modifications authorized by the PROJECT MANAGER, the CONSULTANT shall prepare Schematic Design Documents consisting of drawings and other documents illustrating the form, scale, and relationships of the PROJECT components. 2. The Schematic Design Documents shall include, but not be limited to the illustration of location of structures, floor plans, elevations, access and circulation site improvements and all other elements required to fulfill the CITY'S programmatic needs. Also included shall be preliminary site utilities and general information related to building and plant materials, and methods of construction. 3. The CONSULTANT shall prepare Cost Estimates broken down into the various"e.lements of the PROJECT for use in evaluating the Schematic Design Documents. -F 4. The CONSULTANT shall present the Schematic Design Documents for review, discussion and approval by the PROJECT MANAGER,. Technical• Committee and representatives of the designated organizations. and revise said documents as directed by the PROJECT MANAGER. S. Upon finalization of the configuration of the structures and overall site improvements, the CONSULTANT shall prepare a Schematic Development Master Plan and final Cost Estimate. 6. Based on the approved the Schematic Design for signage and entry enhancement, the CONSULTANT shall prepare Construction Documents for the signage to be reviewed by the PROJECT MANAGER throughout the course of their production. The CITY shall carry out bidding and construction administration of the signage, with assistance from the CONSULTANT to ensure that the Construction Documents are being followed. 7. The Schematic Design Phase shall be completed when the PROJECT MANAGER approves the Schematic Design Documents, including the Master Plan and Final Cost Estimate and the Construction Documents for the signage. B. DESIGN DEVELOPMENT PHASE: During the Design Development Phase, upon receipt of written i authorization to proceed from the PROJECT KANAGER, the r CONSULTANT'S activities shall i ricl ude the following: t- i 1. Based on the approved Schematic Design Documents and accompanying Cost Estimate, including any adjustments and modifications authorized by the PROJECT MANAGER, the CONSULTANT shall prepare Design Development Documents consisting of drawings including plans, sections, and elevations, outline specifications and other documents to fix and describe the size, scope, and character of the entire PROJECT as to architectural, landscape 0 architectural and engineering elements and systems, materials, interior and exterior finishes, and other related elements appropriate to the PROJECT. 2. The CONSULTANT shall submit an estimate of the construction cost broken down into major categories and elements, with budgets for specific areas and works, detailed schedule for phasing of the construction taking into consideration the events ma ..two Ot t Em planned at the CENTER, and including a list of long time lead items requiring early purchase to meet the schedule. 3.. The CONSULTANT may be required to make a formal presentation of the Design Development Documents to the City of Miami Exhibition Facilities Oversight Committee, Interim Exhibition Center Committee, Coconut Grove Chamber of Commerce, Coconut Grove Marketing, Inc., MSEA and the City Commission and others related to the PROJECT and shall make modifications or revisions as directed by the PROJECT MANAGER. 4. The Design Development Phase shall be completed when the PROJECT MANAGER approves the final Design Development Documents. C. CONSTRUCTION DOCUMENT PHASE: During the Construction Document Phase, upon receipt of written authorization to proceed from the PROJECT MANAGER, the CONSULTANT'S activities shall include the following: Z. Based on the approved Design Development Documents including any modifications and changes directed by the PROJECT MANAGER, the CONSULTANT shall prepare all contract plans and specifications as well as other contract and bidding documents for the PROJECT. These documents shall conform to all applicable local, state and federal, codes, ordinances and laws and shall include all required architectural, landscape architectural and engineering elements and systems, materials, equipment, and finishes as appropriate for a completed PROJECT. 2. Because of the City's concern for energy conservation and operational efficiency it shall be fully understood that the CONSULTANT shall pay particular attention to the design of all energy systems and amenities required for the PROJECT with emphasis towards conserving energy and operational efficiency. Particular attention shall be focused on the different uses of the PROJECT and the different demands for air- conditioning and lighting, etc., within structures as well 'as paved- areas, site ' furniture, 'plant material and i rri gati on' systems. n 4. The CONSULTANT shall continue to advise the PROJECT MANAGER of any adjustments to previous Cost Estimates which may be indicated by changes in scope, design, requirements, market .conditions or otherwise. 6. The CONSULTANT shall assist the PROJECT MANAGER in the preparation of the necessary bidding documents, by preparing the Bid Proposal and Special Provisions Sections as well as modifications to the CITY'S Standard General and Special Conditions Sections of the non -technical portion of the Specifications, based on the CITY'S standard format and documents. 6. The CONSULTANT shall submit a final estimate of the CONSTRUCTION COST based on the final Construction Drawings, Specifications and Bidding Documents, broken down into major categories and bid items. The CONSULTANT'S Cost Estimate shall be construed as an informed professional opinion of a responsible expert and the CITY will rely on it as a reasonable approximation of bids to be received. If the estimate exceeds the PROJECT construction budget, the CONSULTANT shall revise the Construction Documents at no additional fee to the CITY as part of basic professional services unless the CITY approves an increase in the budget. The CONSULTANT shall be permitted to include mutually acceptable Alternate Bid Items to adjust the construction cost to meet the budget. 7. The CONSULTANT shall submit the final construction contract plans, specifications and bid documents to the PROJECT MANAGER who along with MSEA shall carry out a detailed review and approval. 8. The CONSULTANT shall conduct and follow up on all necessary dry -run checks of the Construction Drawings and Specifications in connection with securing. approvals and permits from the City of Miami Departments of Building and Zoning, Fire, Planning and Public Works and all other government authorities having jurisdiction over the PROJECT: By s.aid acceptance.and the approvals as a result of the dry -run process, the CITY does not x lit -12 relieve the CONSULTANT of any responsibilities, particularly related to code compliance. . Any revisions to the Construction Documents to comply with building; code and permit requirements shall be made at no -additional fee. 9. The CONSULTANT shalt see that all Construction Contract Plans bear the seal of a Florida registered professional architect, landscape architect or engineer as appropriate and that the names of the professionals responsible for major portions of each separate specialty of the WORK appear on the Construction Contract Plans, Specifications and Bid Documents. 10. The CONSULTANT shall deliver to the PROJECT MANAGER the final reproducible Drawings and Specifications and related bid documents for reproduction by the PROJECT MANAGER for bidding of the PROJECT. 11. The Construction Document Phase shall be completed when the Ordw.ings and Specifications have been delivered and are approved b'y the PROJECT MANAGER as complete and ready for bidding and all dry -run approvals have been obtained and the PROJECT is perms ttabl e. D. BIDDING PHASE: During the Bidding Phase, upon receipt of written authorization from the PROJECT MANAGER,the CONSULTANT'S activities shall include the following: 1. The CONSULTANT shall assist the PROJECT MANAGER in obtaining bids, awarding and preparing contracts for construction. This phase includes preparation of any addenda and accompanying drawings or other material as required; taking part in pre -bid conferences; responding to inquiries from prospective bidders and assisting in the evaluation of bids. 2. Should the bids exceed the construction budget by five percent (5t), the CONSULTANT shall revise the Construction Documents as necessary for re -bidding at no additional cost to the CITY. .3. The Bidding Phase shall be:considered completed when the CITY executes a Construction Contract for complete construction of the PROJECT or in case of 2 or more Contracts (for Phased Construction), when the first Construction Contract is executed. 4. If the Bidding. Phase has not commenced within nine months after the CONSULTANT submits the final Bidding and Construction Documents to the PROJECT MANAGER, the CONSTRUCTION COST shall be adjusted to reflect any change in the general level of prices in the construction industry between the date of approval of the Bidding and Construction Documents by the PROJECT MANAGER and the date on which Bids are advertised. This shall also apply to changes in the general level of prices that may result from unanticipated modifications to federal, state and/or local codes and ordinances applicable to the PROJECT which occur after the final Bidding and Construction Documents are submitted to the PROJECT MANAGER. The percentage of adjustment shall be based on the Consumer Price Index for Metropolitan Dade County, or an equivalent index acceptable to the CITY. E. CONSTRUCTION PHASE: During the Construction Phase of the PROJECT, upon receipt of written authorization from the PROJECT MANAGER the CONSULTANT'S activities shall include the following: 1. The Construction Phase shall commence with the award of the Construction Contract and the CONSULTANT shall work closely with the PROJECT MANAGER or designated representatives in all stages of construction work . 2. The CONSULTANT shall attend regular weekly site meetings and make periodic visits to the site to familiarize itself with the progress and quality of the work to determine that construction is proceeding in accordance with the Contract Documents and to submit a written report on a weekly basis of his observations after the site visit. Based on its observations, the CONSULTANT shall make recommendations on any work that should be rejected. In addition, it shall assist the PROJECT MANAGER in matters related to the Contractor's schedules.. However, the CONSULTANT shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the work. On -the basis of such on -site observations the CONSULTANT shall. keep the PROJECT MANAGER in°ormud of the progress and quality of the work, and.shall endeavor to guard the CITY against deficiencies in the work of the Contractor. At the Commencement of STAGE 11 of the AGREEMENT the actual number of visits to the site during the Construction Phase of the PROJECT, shall be mutually established and stated herein. 3. The CONSULTANT shall assist the PROJECT MANAGER in matters relating to the interpretation of Contract Documents and in evaluating suggestions which might be submitted by the Contractor. 4. The CONSULTANT shall review and approve or take other appropriate action on the Contractor's submittal of shop drawings, product data and samples and retain a copy of the approved shop drawings and samples for the CITY's records. S. The CONSULTANT shall review test reports required by the Contract Documents and provide the PROJECT MANAGER with written reports on all such tests. 6. The CONSULTANT shall witness all tests as may be required to be witnessed by the Contract Documents and provide the CITY with written reports of all such tests. 7. The CONSULTANT shall assist the PROJECT MANAGER in the preparation of bids for fixtures and furnishings and other related equipment for the PROJECT. Upon receipt of these bids, assist the PROJECT MANAGER in their evaluation and make recommendations related to the arrival and installation of said fixtures and furnishings. 8. The CONSULTANT shalt furnish any additional details or information required at the PROJECT site for proper execution of the WORK and assist in the purchase of long lead items. 4 9. The CONSULTANT shall assist the PROJECT MANAGER in determining the amounts owing to the Contractor based on site observations and in evaluating the -Contractor's Applicattons for Payment. iS M Lj%1 sv+ i a � j r 1 10. The CONSULTANT shall prepare Change Orders for zhe PROJECT MANAGER'S approval and execution in accordance with the Contract Documents and shall haire authority to order minor changes i.n 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. 11. During the course of the work the CONSULTANT shall ensure that all guarantees, certificates, operation and maintenance manuals, keying schedules, spare parts and other items that have been specified in the Contract Documents, have been submitted and reviewed. Deliver all such items to the PROJECT MANAGER prior to the date of beneficial occupancy. 12. The CONSULTANT shall furnish to the PROJECT MANAGER within sixty (60) days after completion of the Construction Phase of the PROJECT, record drawings in the form of the original reproducible drawings of the Construction Contract plans, revised to include all changes or modifications to the design made -during the Construction Phase as recorded by the General Contractor on the set of drawings maintained by the Contractor at the site and updated to include all changes and modifications throughout the construction of the PROJECT. 13. After substantial completion, the CONSULTANT shall make a list of items for correction and check each item as it is corrected. 14. It is intended that the CITY will have beneficial occupancy of and use any completed or partially completed portion of the PROJECT. Such beneficial occupancy shall not be deemed acceptance of work not completed and it shall not relieve the CONSULTANT of any of his responsibilities under the terms of this Agreement. 15. At the completion of construction of the PROJECT, the CONSULTANT shall deliver to the PROJECT MANAGER a written report verifying that to the best of the CONSULTANT's knowledge the PROJECT has been completed. in accordance with the approved. drawings, specifications and change orders. f F; { r r ti. 16. The CONSULTANT will not be held responsible for the means, method, techniques, sequences .or procedures used, or for safety precautions and programs in connection with the work. performed by I the *Contractor, but wi 11 immediately report to ' the PROJECT MANAGER any observations of conditions which in its judgement would endanger persons or property or which might result in liabilities to the CITY. 17. The Construction Phase shall be completed when the CONSULTANT has delivered the aforesaid verification, record drawings and the PROJECT is accepted by the City Commission. F. ADDITIONAL BASIC PROFESSIONAL SERVICES: 1. The CONSULTANT shall revise the Construction Documents including plans and specifications to reduce the cost. of construction of the PROJECT to the final budgeted or CITY approved amount for the construction of the PROJECT, if the amount of the lowest acceptable bid received by the CITY for the construction of the PROJECT is five (5S) percent or more in excess of the final amount budgeted or approved for the cost of the Construction Contract of the PROJECT. 2. Should an error or errors in the CONSULTANT's design cause delay in the construction of the PROJECT, and consequently result in delay of the CITY's beneficial occupancy of the PROJECT without compensation of damages from the contractor, the CONSULTANT agrees to seek no additional compensation for the services required under this Agreement, during the period of said delay. 3. Modification, additions, and extensions of the existing utilities including but not limited to electrical, fire protection (alarm system, sprinklers and smoke evacuation), plumbing, heating, ventilation and air conditioning MAC), for the scope of the PROJECT are part of the basic services. = G. ADDITIONAL WORK AUTHORIZED BY THE CITY: 1. Additional or unforeseen WORK beyond the scope of the PROJECT described herein may only be done -by 'Written agreement approved by the PROJECT MANAGER. At the CITY's option L t s■ for additional work, the CONSULTANT may be paid an agreed upon fixed fee or be paid at a rate of two and one half (2.5) times DIRECT TECHNICAL SALARY EXPENSE for those services rendered. 2. If any of the following service's are required of.the CONSULTANT and cause the CONSULTANT extra expense the CITY shall, after authorization and subsequent acceptance of such work, pay the CONSULTANT as specified in subsection G I.: a. Revising previously approved program, drawings and/or specifications to accomplish changes by the PROJECT MANAGER, unless such changes are required to bring the CONSTRUCTION COSTS within the budget as required herein or to meet building or other code requirements. b. Prepare documents as requested by the PROJECT MANAGER for additional alternate bids and change orders. c. Arranging for the work to proceed should the contractor default due.to delinquency or insolvency. d.' Providing prolonged contract administration and observation of construction should the actual construction time exceed the contract construction time and require more than six additional weekly site meetings, due to no fault of 'the CONSULTANT. Construction contract time shall include any time extensions recommended by the CONSULTANT and approved by the PROJECT MANAGER unless both parties agree that the cause of the delay wds totally beyond the control influence of the CONSULTANT. e. In the event that delays not caused by the CONSULTANT, require that WORK in all Phases of the Project, excluding the Construction Phase, be delayed more than ninety (90) days, the CONSULTANT may request additional compensation based on actual expenses, if any, that may have been incurred by thg CONSULTANT during the time that the WORK on the PROJECT was placed on hold. N. SCHEDULE OF WORK: The CITY staff shall endeavor to complete all functions related to review and approval of the various phases with twenty 4 20) days of -receipt of submissions. It is understood and agreed by both parties that the following schedule for the WORK will be strictly followed by the CONSULTANT and the CITY: a ai i CIF STAGE 1: 1. Programmatic Analysis and Pre -schematic Design Phase The CONSULTANT shall complete the Programmatic Analysis and Pre -schematic -Design Phase within sixty (60) days after receipt of written authorization from the PROJECT MANAGER to begin WORK on this Phase. STAGE II: (The Schedule of Work for Stage II shall be established upon completion and acceptance of Stage I, and authorization from the CITY to proceed with some or all of the remaining phases and aspects of the PROJECT.) 1. Schematic Design Phase The CONSULTANT shall complete the Schematic Design Phase within `(_) days after receipt of written authorization from the PROJECT MANAGER to begin WORK on this h P ase. 2. Design Development Phase The CONSULTANT shall complete the Design Development Phase with ( ) days after receipt of written authorization from the PROJECT MANAGER to begin WORK on this Phase. 3. Construction Document Phase The CONSULTANT shalt complete the Construction Documents Phase within ( ) days after receipt of written authorization from the PROJECT MANAGER to begin WORK on this Phase. 4. Bidding Phase The Bidding Phase is expected to require sixty (60) days, if only a single bidding is used. S. Construction Phase The Construction Phase will commence with the award of the Construction Contract and shall be completed when all of the conditions indicated in SECTION III E have been met. In the event the CONSULTANT is unable to meet the above schedule, or complete the above services •because. .of ,delays •, - f resulting from Acts of God or untimely review and approval by the i r St r • CITY and other governmental authorities having jurisdiction over the PROJECT, and such delays are not caused by the CONSULTANT, the PROJECT MANAGER shall grant a reasonable extension of time for completion of the WORK. It -shall be the responsibility of the CONSULTANT to notify the PROJECT MANAGER promptly in writing whenever a delay in approval by any governmental agency is anticipated or experienced, and to inform the PROJECT MANAGER of all facts and details related to the delay. SECTION IY COMPENSATION: A. The Consultant shall be paid its fee for the Professional Services for STAGE I required pursuant to Section III hereof, an amount not to exceed One Hundred and Fifty Thousand Dollars ($150,000). B. Said FEE for STAGE I shall be paid on the following bass s: STAGE I: PAYMENT 1. Programmatic•Analysis A Pre -schematic Design Phase: $ 1509000 STAGE II: ' (Compensation for Stage II shall - be established and authorized for payment upon completion and acceptance of Stage I, and at such time as the CITY reaffirms the CONSTRUCTION COST for the PROJECT and perceives it to be in its best interest to proceed with some or all of the remaining phases and aspects of the PROJECT. Such compensation shall be established in accordance with Section II, General. PERCENTAGE ACCUMULATEI OF FEE PAYMENT PAYMENTS I. Schematic Design Phase: S 1. Design Development Phase: % 2. Construction Document Phase: t j 3. Bidding Phase: S 4. Construction Phase: % TOTAL LOOS 3:5'C ;e w/ • ti f; ri �. 4�15' 0. Payment will be made in proportion to the services performed based on an invoice submitted by the CONSULTANT and approved by the PROJECT MANAGER. The CONSULTANT may invoice on a monthly basis. I. The CONSULTANT shall invoice separately for payment of costs associated with the PRESENTATION ALLOWANCE. Each request for payment shall be accompanied by copies of the invoices for which the CONSULTANT is being reimbursed. 2. The CONSULTANT shall not expend these funds without prior written approval from the PROJECT MANAGER, and then only in amounts specifically designated by each authorization. invoices for services performed under the PRESENTATION ALLOWANCE should be separate and apart from those related to the FEE, and must be accompanied by a breakdown of time and tasks related to the expenditure.. The CONSULTANT shall receive only those funds from this allowance as are specifically authorized and is not otherwise entitled to any or all of the monies contained in the PRESENTATION ALLOWANCE. Nothing contained in this Section shall allow the CONSULTANT to invoice for services other than those specifically authorized as stated herein. E. Additional WORK approved by the PROJECT MANAGER shall be paid as provided under SECTION III. ccr_Trnu V rnYClll TAuTIC COCr..N reTe. A. The CONSULTANT proposes to have the following specialists, either from its organization of as its consultants or associates to perform the services indicated: I. Architectural 2. Landscape Architecture 3. Structural Engineering 4. Mechanical Engineering S. Electrical Engineering 6. Civil Engineering 7. Traffic Engineering / Parking 8. Exhibition Space Planning 9. Acoustical Engineering 10. Food Service / Kitchen Planning 11. Interior Design T21- B. Selection of the CONSULTANT by the Competitive Selection Committee was based, in part, on the qualifications and expertise of the following architectural,; landscape architectural engineering, and other design firms proposed as the designated specialists: 1. David Plummer A Associates 4225 Salzedo Street Coral Gables, Fla., 33146 Traffic Engineering / Parking 2. Albert R. Perez Associates, P.A. 801 Madrid Street, Suite 107 B Coral Gables, Fla., 33134 Landscape Architecture 3. Kaiser Engineers, Inc. 19 West Flagler Street Miami, Fla., 33130 Construction Administration, Cost Estimating and Project Scheduling 4. George Demarest, Jr. 900 N.W. 9th Street Washington D. C. 20001 Exhibition Space Planning 5. A. R. Condom 9340 S. W. 136tn Street Miami, Fla. 33176 Acoustical Engineering 6. Cini/Little International, Inc. 3440 Hollywood Blvd., Suite 420 Hollywood, Fla., 33021-6927 Food Service / Kitchen Planning C. The CONSULTANT shall negotiate a fair and equitable agreement with each of the designated specialists and furnish the PROJECT MANAGER with a copy of each sub -contract agreement in a timely manner. The CONSULTANT may choose additional specialists, for which prior written approval from the PROJECT MANAGER must be obtained, but shall not exclude those originally designated without the prior written approval of the PROJECT MANAGER. D. The CONSULTANT shall be responsible for all the work of its organization, and that of its consultants or specialists. Nothing contained in this Agreement shall create any contractual relationship between any of the consultants and/or specialists .j H working.for the.•CONSULTANT, and the CITY. .It shall -be understood that the CONSULTANT is no way relieved of dny responsibility under the terms of this Agreement by virtue of any other professional who may associate with him in performing the WORK. r —22— 0i�� .`. 1ilF ilk • ���'J±�a4ktt �•i.�N SECTION YI MISCELLANEOUS TERMS: A. 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 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 CONSULTANT 1 Project Manager Hilario F. Candela, FAIA • Dept. of Development Spillis Candela b Partners, Inc Suite 4009 800 Douglas Entrance Miami, Florida,ne vd331Way 32 C(305)G444-46911a., 33134 (305)372-4590 i S. Title and paragraph headings are for convenient { , reference and are not a part of this Agreement. 4 C. In the event of conflict between the terms of this Agreement and any terms or conditions contained in any attached 1 documents, the terms in this Agreement shall rule. D. 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 i unless made in writing. E. Should any provisions, paragraphs, sentences, words or phrases 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 provisions, paragraphs, sentences, words or s phrases shall be deemed modified to the extent necessary in order a{ to conform with such laws, or if not modifiable to conform with -st 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. SECTION YII OWNERSHIP OF DOCUMENTS: All documents developed by the CONSULTANT under this Agreement shall be delivered to PROJECT MANAGER by said -23- :i! z x4 y q M• t CONSULTANT upon completion of the services required pursuant to SECTION III and shall become the property of CITY. The CONSULTANT agrees that all, documents maintained and generated pursuant to this contractual relationship between CITY and CONSULTANT shall be subject to all provisions of the Public Records Law, Chapter 119, Florida Statutes. The CITY reserves the right to reuse for follow-up construction project(s) and /or for project(s) not related to this AGREEMENT Plans, Specifications and other documents produced by the CONSULTANT under the terms of this AGREEMENT. Should the CITY elect to reuse such Plans, Specifications or other documents, the CITY, prior to such reuse, shall remove the CONSULTANT'S name and seal from said Contract Documents, and the CONSULTANT shall be fully relieved from any professional liability in connection therewith. The CONSULTANT shall not be entitled to any compensation for such reuse unless agreed to by the CITY. It is further understood by and between the parties that any information, writings, maps, contract documents, reports or any other 'matter whatsoever which is given by CITY to CONSULTANT pursuant to this Agreement shall at all times remain the property of CITY and shall not be used by CONSULTANT for any other purpose whatsoever without the written consent of CITY. SECTION YIII NON-DELEGABILITY: That the obligations undertaken by the CONSULTANT pursuant to this Agreement shall not be delegated or assigned to any other person or fir■ unless the CITY shall first consent in writing to the performance or assignment of such service or any part thereof j by another person or firm. i SECTION IX AUDIT RIGHTS: The CITY reserves the right to audit and review the records i of the CONSULTANT, including but not limited to billing and payment documents and time sheets or records, at any time during ` the performance of this Agreement and for a period of one year after final payment is made under this Agreement. SECTION X CONFL?CT OF 14TEREST: B. The CONSULTANT is aware of the conflict of interest laws of the City of Miami (City of Miami Code Chapter 2, Article Y), Dade County Florida (Dade County Code Section 2-11.1) and the State of Florida, and agrees that it shall fully comply in all respects with.the terms of said laws. SECTION XI AWARD OF AGREEMENT: 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 agreed 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. The CONSULTANT shall not engage during the period of this Agreement the services of any professional or technical person who has at any time during the period of this Agreement been in the employ of the CITY. SECTION XII CONSTRUCTION OF AGREEMENT: This Agreement shall be construed and enforced according to the laws of the State of Florida. SECTION XIII SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the parties herein their heirs, executors, legal representatives, successors, and assigns. SECTION XIY INDEMNIFICATION: . The CONSULTANT shall indemnify and save the CITY, its employees, agents, and authorized representatives harmless from any and all claims, liability, losses and causes of action which may arise out of performance of this AGREEMENT as a result of any error, omission or negligent act, unless such act is caused by an employee, agent or authorized representative of the CITY. The CONSULTANT shall 'pay all,costs from' and against any orders, 6 Judgments, or decrees which may be entered and from and against all costs, attorneys' fees, expenses and liabilities incurred in the, defense of any such claims, or in the investigation. thereof. SECTION XY INSURANCE: The CONSULTANT shall not commence WORK on this Agreement i until it has obtained all insurance required under this paragraph and such insurance has been approved by the CITY. The Certificates of Insurance furnished to the PROJECT MANAGER prior to the commencement of operations, shall clearly indicate that the CONSULTANT has obtained insurance in the type, - amount and classification as required for strict compliance with this Paragraph, and that no material change or cancellation of insurance shall be effective without ninety (90) days written notice to the CITY. Compliance with these requirements shall not relieve the CONSULTANT of its liability and obligations under this Section or any portion of this Agreement. The CONSULTANT shall maintain during the term of this }- Agreement the following insurance: A. Professional Liability insurance in the minimun amount of $i,000,000 covering all liability arising out of the terms of . this Agreement. ALL insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida; 4,t and which are approved according to specifications of the Risk Management Division of the Finance Department of CITY. �f k, SECTION XTI TERMINATION OF AGREEMENT:ti The CITY retains the right to terminate this Agreement at r any time prior to completion of the WORK without penalty to the CITY. In that events termination of this Agreement shall be in ,s writing to the CONSULTANT and the CONSULTANT shall be paid for services rendered in each completed Phase prior to termination, k in accordance with SECTION IV COMPENSATION provided however the termination of this Agreement occurs 'during an, incomplete phase., then the CONSULTANT shall be paid at the rate of two point five �i Y T 2.5 times the DIRECT TECHNICAL SALARY EXPENSE for those services rendered in such incomplete Phase provided, that the CONSULTANT is not in default under the terms of this Agreement. In no case, however, will the CITY pay the CONSULTANTa greater amount for an incomplete Phase than would have been paid had the termination been made at the completion of the Phase. In the event of termination for any reason, all documents, including plans, etc., as set forth in SECTION VII OWNERSHIP OF DOCUMENTS shall become the property of the CITY, with the same provisions of use as set forth therein.. SECTION XYII RIGHT OF DECISIONS: All services shall be performed by the CONSULTANT 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 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. In the event that the CONSULTANT does not concur in the judgement of the PROJECT MANAGER as to any decision made, the CONSULTANT shall advise the PROJECT MANAGER of it's non -concurrence and objection in writing, present his written objection to the CITY MANAGER, subsequent to advising the PROJECT MANAGER of his inTention to du so; and the PROJECT MANAGER and the CONSULTANT shall abide by the decision of the CITY MANAGER. Adjustment of compensation and contract time because of changes in the WORK that may be necessary or be deemed desirable as the WORK progresses, shall be reviewed by the PROJECT MANAGER and the CITY MANAGER and submitted to the City Commission for approval, if necessary. SECTION XYIII NON-DISCRIMINATION: A. The CONSULTANT will not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. In the event of the CONSULTANT's non-compliance with this Section of this contract, this contract may. be cancelled or terminated or suspended in whole or in part and the CONSULTANT may be declared ineligible for further CITY contracts. B. The CONSULTANT will, in all solicitations or advertisements for employees placed by or on behalf of the CONSULTANT, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex or national origin. SECTION XIX INDEPENDENT CONTRACTOR: The CONSULTANT, its employees, agents and specialists 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 it shall not be deemed entitled to the Florida Worker's Compensation benefits as an employee of CITY. SECTION XX MINORITY PROCUREMENT COMPLIANCE: The CONSULTANT acknowledges that it has. been furnished a copy of Ordinance No. 10062, The Minority and Women Business Affairs and Procurement Ordinance of the City of Miami, and agrees to comply with all applicable substantive and procedural provisions therein, including any amendments thereto. SECTION XXI CONTINGENCY CLAUSE: Funding for this Agreement is contingent on the availability of funds and is subject to amendment or termination due to lack of funds, or authorization, reduction of funds, and/or change in regulations or program. SECTION XXII DEFAULT PROVISION: In the event that the CONSULTANT 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, at • its sole opt -ion,-. upon written notfce, to. the CONSULTANT may cancel and terminate this Agreement, and all payments, advances, or other compensation paid to the CONSULTANT by the CITY while the CONSULTANT was in default of the provisions herein contained, shall' be 'forthwith returned to the CITY, provided the CONSULTANT was given the opportunity to cure such default and fails to do -so within fifteen (16) days of receipt of official notice. SECTION XXIII ENTIRE AGREEMENT: This instrument and its attachments constitute the sole and only Agreement of the parties hereto relating to said project and correctly sets forth the rights, duties, and obligations of each. SECTION XXIV AMENDMENTS: No amendments to this Agreement shall be binding on either party unless in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by the respective officials thereunto duly authorized, this the day and year first above written. ATTEST: City Clerk ATTEST: Corporation Secretary APPROVED AS TO INSURANCE REQUIREMENTS: v s on or K11Kanagemen CITY OF MIAMI, a municipal Corporation of the State of Florida By GEM H. UU10 City Manager CONSULTANT: Spillis Candela & Partners, Inc By niiario r. canoeia, FA (affix Corporate Seal) APPROVED AS TO FORM AND CORRECTNESS: City Attorney v . EXHIBIT Spillis Candela & Partners, Inc. lolDoumla%IntranCe Coro)Qh"' FwtK1r t.g4t W►: is�-W��►I MILLIONS Z r G 5 �GOWW T GROVE C X 1.115i0flON GTR. rrEE 5aLE • 1 ►5E 2 MARC1430 , V)sT a/E 'FES -f"Se Iga,00� 5(0*7.000 wlibuUGTIom SET ' 4,483,000 • t � � F �. "ram •�� tfk ti�' t . bj� �