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HomeMy WebLinkAboutR-83-0511'-33-314 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT IN SUBSTANTIALLY THE FORM ATTACHED HERETO, BETWEEN THE CITY OF MIAMI AND DUANY, PLATER-ZYBERK AND PLASENCIA TO PROVIDE PROFESSIONAL SERVICES FOR'THE RENOVATION OF BUILDING A OF THE MANUEL ARTIME COMMUNITY CENTER, SUBJECT TO AVAILABILITY OF FUNDS AND THE APPROPRIATION OF SAID FUNDS BY THE CITY COMMISSION; FURTHER AUTHORIZING THE CITY MANAGER TO EXPEND AN AMOUNT NOT TO EXCEED $36,000 TO COVER THE COST OF THE SCHEMATIC DESIGN AND THE DESIGN DEVELOPMENT PHASES OF SAID AGREEMENT AND ANY OTTER NECESSARY ANCILLARY SERVICE CON- TRACTS, USING FUNDS FROM THE 8TH YEAR COMMUNITY DEVELOPMENT PROGRAM THAT HAVE BEEN DESIGNATED FOR SAID PURPOSES. WHEREAS, the City proposes to renovate Building A of the Manuel Artime Community; and WHEREAS, it is necessary for the City to engage an architectural/ engineering firm to render professional and technical services for the planning and design of said project; and WHEREAS, the City Commission, by Resolution 82-1140 on December 9, 1982, approved the selection by the City Manager of Duany, Plater-Zyberk and Plasencia as the most qualified firm to provide professional archi- tectural/engineering services for said project and, in accordance with Section 18-77.4 of the City Code, authorized the City Manager to negotiate the herein attached Agreement with said firm for the professional and technical services required for the design of said project and requested that said negotiated Agreement be presented for formal ratification and approval; and WHEREAS, it is the City's desire to prepare the schematic design and design development documents for said project; and WHEREAS, funds are available in the 8th year Community Development Program to cover the cost of the schematic design and design development documents; and -ITY COMMMISSI- R'il: r ?\: - OF 1983 `�3-1$ WHEREAS, it is the City's desire to engage Duany, Plater-Zyberk t and Plasencia to continue to provide the necessary professional and technical services to produce the construction documents and to admin- ister the construction phases of the project upon the availability of said construction funds. 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 attached agreement between the City of Miami and Duany, Plater-Zyberk and Plasencia, architects, for professional consulting and design ser- vices in connection with the renovation of Building A of the Manuel Artime Community Center, subject to availability of funds and upon said funds being appropriated by the City Commission. Section 2. The City Manager is hereby authorized to expend not more than $36,000 using 8th year Community Development funds designated for said purposes to pay for services to be performed under Section III, A and B, the Schematic Design and Design Development Phases portion of the aforesaid agreement and the cost of any other necessary ancillary service contracts. PASSED AND ADOPTED this gth day of June , 1983. ATTEST: LPH ONGIE, CITY CLER PREPARED AND APPROVED BY: APPROVED AS TO FORM AND CORRECTNESS: R. GARCIA-PEDROSA ATTORNEY Maurice A. Ferre MAYOR 83-51 1 47 Howard V. Gary City Manager CITY OF MIAMI. FLORIDA INTER -OFFICE MEMORANDUM %ROM Donald W. Cather, Director Pu Z! Wor � DATE April 12, 1983 FILE SUBJECT Agreement for Manuel Artime Community Center Renovation REFERENCES: May City Commission Agenda ENCLOSURES. It is recommended that the City Commission authorize the City Manager to execute an agreement with Duany, Plater-Zyberk and Plasencia, architects, to provide profession- al services for the renovation of Building A of the Manuel Artime Community Center and further authorize the City Manager to expend an amount not to exceed $36,000 to cover the �-= cost of said services through the schematic design and design development phases, and any other necessary ancillary service con- tracts, per the attached resolution and professional services agreement. Funds are available in the 8th year Community Development program which have been designated for said purposes. On December 9, 1982, by Resolution No. 82-1140, the City Commission approved the selection by the City Manager of Duany, Plater-Zvberk and Plasencia as the most qualified firm to provide professional architectural/engineering services for the renovation of Building A of the Manuel Artime Community Center and authorized the City Manager to negotiate a professional services agreement. The attached agreement has been negotiated with the firm. The negotiated fee for the full scope of services, schematic design through construction, is $140,000 with the provision that should there be a delay of one year or more between any phase, the.fee for the remainder of the contract would be subject to renegotiation. The negotiated agreement allows the City to proceed with each phase and/or delay any portion of the services to be provided. At this time, it is in the City's best interest to proceed with the schematic design and design development phases of the contract. Further services will be contingent upon the availability of construc- tion dollars and the appropriation of same by the City Commission. 83-511. Howard V. Gary -2- April 12, 1983 City Manager The fee for professional services through the design development phase is $35,000. An additional $1000 is requested to cover the cost of any other ancillary service contracts that may be neces- sary. Funds are available in the 8th year Community Development program which have been designated for the renovation of the Manuel Artime Community Center. /Jmb 83--511- 4% 0 AGREEMENT BET,-IEEN CITY OF MIAMI AND DUANY, PLATER-ZYBERK AND PLASE:VCIA TABLE OF CONTENTS DESCRIPTION PAGE AGREEMENT 1 WITNESSETH 1 SECTION I - GENERAL 1 SECTION II - DEFINITIONS 2 SECTION III - PROFESSIONAL SERVICES 4 A - SCHEMATIC DESIGN PHASE 4 B - DESIGN DEVELOPMENT PHASE 5 C - CONSTRUCTION DOCUMENTS PHASE 6 D - BIDDING PHASE 9 E - CONSTRUCTION PHASES 10 SECTION IV - CITY'S SERVICES AND RESPONSIBILITIES 13 SECTION V - COMPENSATION FOR SERVICES 14 SECTION VI - SCHEDULE OF WORK 15 A - SCHEMATIC DESIGN PHASE 15 B - DESIGN DEVELOPMENT PHASE 1S C - CONSTRUCTION DOCUMENTS PHASE 15 D - BIDDING PHASE 1S E - CONSTRUCTION PHASE 15 F - DELAYS 16 SECTION VII - ADDITIONAL WORK AUTHORIZED BY CITY 16 SECTION VIII - TERMINATION OF AGREEMENT 17 SECTION IX - PRINCIPAL'S SPECIALISTS 18 SECTION X - ADDITIONAL PROFESSIONAL RESPONSIBILITIES 13 SECTION XI - OWNERSHIP OF DOCUMENTS 18 SECTION XII - AWARD OF AGREEMENT 19 SECTION XIII - EXTENT OF AGREEMENT 19 SECTION XIV - SUCCESSORS AND ASSIGNS 19 SECTION XV - TRUTH IN NEGOTIATIONS 20 SECTION XVI - RIGHT TO AUDIT 20 SECTION XVII - RIGHT OF DECISIONS 20 SECTION XVIII - NON-DISCRIMINATION 21 SECTION XIX - CONSULTANTS 22 SECTION XX - INSURANCE AND INDEMNIFICATION 23 SECTION XXI - CONSTRUCTION OF AGREEMENT 24 83- 11 A G R E E .'•'. E`d T THIS AGREE."ENT made this day of , 1933, by and between THE CITY OF MI;*11, a Municipal Corporation of the State of Florida, hereinafter called the CITY, and DliANY, PLATER-ZYBERK, and PLASENCIA, hereinafter called the PRINCIPAL. WIT NESS ET H WHEREAS, the CITY proposes to renovate Building A of the Manuel Artime Community Center located at 900 S.W. lst Street, Miami, Florida, to include a fully equipped theatre, expanded office space and related ameii- ities, hereinafter called the PROJECT; and WHEREAS, the CITY desires to engage an architectural/engineerina firm to render the necessary professional and technical services, herein- after called the WORK, for the planning, design and construction consultation of the PROJECT, upon the terms, conditions and provisions hereinafter set forth; and WHEREAS, the Commission of the City of Miami has by Resolution No. 82-1140, dated December 9, 1982, approved the selection of Duane, Plater-Zyberk and Plasercia as the most qualified firm to provide profes- sional architectural/engineering services for the PROJECT and has also authorized the CITY MANAGER to negotiate an Agreement with said firm for the professional and technical services required for the PROJECT: NOW, THEREFORE, the City and the PRINCIPAL, for the considerations hereinafter set forth, agree and covenant, one unto the other as follows: SECTION I - GENERAL A. It is understood and agreed by both parties hereto that the CITY has the right to authorize the PRINCIPAL to perform any phase or any portion of any phase of the WORK, provided that the City Commission has appropriated funds in advance for such WORK. It is further understood and agreed by both parties that the PRINCIPAL has no obligation to per- form any phase or any portion of any phase of the WORK, unless the City Commission has authorized in advance the expenditure of funds necessary for such WORK. In no event shall the PRINCIPAL have any claim against the CITY if he performs any phase or any portion of any phase of the WORK, unless such WORK has been authorized in advance and in writing by the CITY MANAGER. B. Funds Available for Construction - Although no funds have been earmarked for construction, the principal shall design the project 1 83-511 within a construction budget of ONE AND ONE HALF MILLIGN COLLARS, ex- pressed in 198I dollars. Construction may be accomplished in phases, depending on availability of funds. C. The PRINCIPAL and the CITY are fully aware of the PROJECT schedule requirements and both parties will therefore proceed with all diligence to carry out the P70RK to meet such requirements. The PRINCIPAL shall pro - geed with all applicable dispatch in a sound, economical, efficient and professional manner, including preparation of phasing and incremental biddinG documents for procurement.and construction, as necessary, and shall comply with the provisions of applicable Federal, State and Local laws. D. The PRINCIPAL shall perform the professional services as herein- after set forth and in general accordance with the instructions issued by the PROJECT DIRECTOR. E. The CITY agrees to pay and the PRINCIPAL agrees to accept as pay- ment in full for all professional and technical services rendered, as outlined in SECTION III - PROFESSIONAL SERVICES thereof, the LUMP SL':•1 FEE OF ONE HUNDRED FORTY THOUSAND AND N0/100 DOLLARS ($140,000.00) subject to renegotiation if the project is delayed and/or suspended beyond the principal's control for more than one year, as outlined in Section VI, Par- agraph F, Delays. F. CONDITION PRECEDENT SECTION V - COMPENSATION FOR SERVICES of this Agreement is expressly conditioned upon the availability of funds and the appropriation thereof by the City Commission. G. SEVERABILITY All provisions deemed to be unlawful stall be stricken from this Agreement and shall be of no effect. Upon the application of either party, the unlawful part(s) shall be considered stricken without affecting the binding force of the remainder of the Agreement. SECTION II - DEFINITIONS A. CITY - hereby defined as the Citv of Miami, Florida. B. CITY IMANP_GER - is hereby defined as the City Manager of the City. C. DIRECTOR - is hereby defined as the Director of the Department of Public Works. D. PRINCIPAL - is hereby defined as Duany, Plater-Zyberk and Plasencia, 3302 S.W. 27th Avenue, Miami, Florida 33133, (305) 858-8081. E. PROJECT - is hereby defined as the renovation/adaptive re -use of the existing Building A of the Manuel Artime Community Center, 900 S.W. 1st Street, Miami, Florida, consisting of approximately 2 8 3-S 11- 41 28,500 sq. ft. of renovation work plus site improvements. The reno- vation •,,till consist of a 500 to 800 seat fully equipped theatre, office space and related amenities. F. WORK - is hereby defined as all the professional and technical services to be rendered or provided by the PRINCIPAL for the PROJECT, as described in SECTION III - PROFESSIONAL SERVICES hereof. G. CONSTRUCTION COST - is hereby defined as the total final construction contract cost of the PROJECT to the CITY but it shall not include any PRINCIPAL'S fees or special consultant's fees or the cost of any survey, legal, finance, administration or similar services and land acquisition furnished by the CITY or any cost of furniture or furnishing or unattached equipment purchased by the CITY. H. LUMP SUTM FEE - is hereby defined as the amount of money the CITY agrees to pay and the PRINCIPAL agrees to accept as payment in full for all the professional and technical services rendered pursuant to this agreement, to complete the WORM. as further defined in SECTION III - PROFESSIONAL SERVICES - hereof. I. PROJECT MANAGER - is hereby defined as the Manager of the PROJECT for the CITY. J. DIRECTOR TECHNICAL SALARY EXPENSE - is hereby defined as the straight - time portion of wages and salaries subject to Federal Income Tax of the PRINCIPAL'S technical personnel (Principals, Architects, Engi- neers, Planners, Designers, Draftsmen, Specification Writers and Technicians) engaged directly on the PROJECT. The DIRECT TECHNICAL SALARY EXPENSE charged against the PROJECT for any personnel will be as follows: Principal Architects - $50/hr.; other architectural personnel - $25/hr. Principal Engineers - $50/hr.; senior engineer - $35/hr.; other engineer personnel - $25/hr. Other Consultants - $75/hr. Additional Services of the Architect will be charged at the above hourly rate. The Direct Technical Salary Expense for other personnel shall be charged at a multiple of 1.1 of the above hourly rate. K. PROJECT BUDGET - is hereby defined as the amount budgeted for the construction of the project and specified in Section I. B. 3 43-511 SECTION III - PROFESSIONAL SERVICES The PRINCIPAL in close coordination with the CITY shall perform the following professional and technical services comprising the G:OR.K and shall be fully responsible for all the professional and technical aspects thereof. The CITY'S review and approval of the WORK will relate only to overall compliance with the general requirements of the PROJECT and when- ever the term "Approval by the City" or like term is used in this Agreement. the phraseology shall in no way relieve the PRINCIPAL from any duties or responsibilities under the terms of this Agreement and from using the best architectural and engineering services and practices. The PRINCIPAL shall, in the preparation of Plans and Specifications, and in Site Inspection, comply with all Federal, State and Local codes, ordinances and regulations pertaining to the design and construction of the PROJECT. Attention is invited to the Federal Wage -Hour Law, Walsh - Healy Act, The Occupational Safety and Health Act, The National Environmental Policy Act and Equal Employment Opportunity Legislation. A. SCHE..IATIC DESIGN PHASE During the Schematic Design Phase, upon written authorization from the CITY ;TANAGER, the PRINCIPAL shall: 1. Review the scone of Work and any other requirements of the PROJECT and shall confirm such requirements to the CITY. 2. Have conferences with the CITY as to the functional requirements and environmental considerations (land- scaping, air conditioning, fenestration, etc.), structural flexibility, building security, emergency systems and initial cost parameters for various functions. 3. Develop and establish the criteria of the PROJECT, con- firm relationship studies, ascertain the CITY'S requirements, inspect the building site and discuss with the CITY the purpose, general plans, scope, design program and phasing the construction schedule. 4. Develop the interior space planning program for the facility. 5. Develop and establish the design criteria for the PROJECT. 6. Develop a construction schedule which can be accomplished in phases. 4 83-511' a 7. Prepare Schematic Design Studies, based on the mutually agreed upon program, consisting of drawings, renderings and other documents illustrating the scale and rela- tionship of the PROJECT components for approval by the CITY. S. Submit to the CITY a Statement of Probable Construction Cost based on current area, volume and other unit cost. S. If requested, shall make a presentation to the full City Commission of the Schematic Design. The CITY will cooperate fully with the PRINCIPAL in esta- blishing the parameters of the Scope of Work which may be constructed within the Project Budget. The Schematic Design Phase shall be completed when the CITY approves and accepts the Schematic Design Documents. B. DESIGN DEVELOPMENT PHASE During the Design Development Phase, upon written authoriza- tion from the CITY and as directed by the CITY for the approved and accepted parts of the Schematic Design Phase, the PRINCIPAL shall: 1. Prepare Design Development Documents consisting of plans, elevations and -other drawings, and outline speci- fications, all in order to fix and illustrate the size and character of the entire PROJECT in its essentials as to location, kinds of material, type of structure, mechanical and electrical systems, utilities locations, and such other works as may be required. 2. Submit to the CITY an Estimate of Project Construction Cost broken down into major categories. It shall be the obligation of the PRINCIPAL to produce a design which may be constructed within the Project Budget or any subsequent revision thereof approved by the CITY. Ap- proval by the CITY of Schematic Design Studies and/or Design Development Documents includes approval of the construction cost estimates submitted therewith onlv if so stated in writing by the CITY. If either the State- ment of Probable Construction Cost for the Schematic 5 83-S 11-- 4 � 1� Design Phase or the Estimate of Construction Cost for the Design Development Phase is Greater than the CITY'S bucket amount set forth in SECTIOti I. herein, the CITY ma.; require the PRINCIPAL to revise the Schematic Design Studies and/or the Design Development Documents as necessary in order to bring the PRINCIPAL'S revised Estimate of Project Construction Cost within the CITY'S Project Budget. The work undertaken by the PRINCIPAL in revising the documents for the purposes of meeting the CITY'S Project Budget shall be considered as part of the PRINCIPAL'S BASIC PROFESSIONAL SERVICES at no addition in fee to the CITY. 3. Submit to the CITY for approval, all Design Development Documents at their 300, 700 and 100% of completion stages. 4. The PRINCIPAL, if requested, shall make a presentation to a full City Connission of the Design Development Documents, Outline Specifications, Construction Cost Estimates, and renderings. 5. The PRINCIPAL shall revise the Design Development Doc- uments and other documents as directed by the City Commission. Payment shall be in accordance with SECTION VII - ADDITIONAL WORK AUTHORIZED BY THE CITY. The Design Development Phase shall be completed when the CITY approves and accepts the Design Development Documents. C. CONSTR[:CTION DOCUMENTS PHASE During the Construction Documents Phase, upon written autho- rization from the CITY and in accordance with all the approved and accepted parts of the Design Development Phase, the PRINCIPAL shall: 1. Prepare all construction contract plans and specifica- tions and other contract documents, except general conditions or supplementary general conditions, for the complete PROJECT. These documents shall be in confor- mance with all applicable state and local laws and codes and shall include such items as the working drawings and specifications, adequately setting forth in detail de- scriptions of the construction to be done and also the materials, workmanship, finishes and equipment required 6 83-511 iA for all architectural, structural, mechanical, elec- trical, service -connected equipment, (e.g., fixtures and equipment attached to the facility electrically, mechanically, or structurally) site development, con- nection costs, landscaping, bidding information, and the special provisions of the Construction Contract, Bid Proposal, and other Construction Contract Documents. 2. Revise the construction contract plans and specifications, and any other written report or written document, as required, to conform with codes, regulations, rules, etc., governing the PROJECT. 3. Advise the CITY of any adjustments to previous estimates of PROJECT construction cost which may be indicated by changes is scope, design, requirements, market conditions, or otherwise. 4. Furnish the CITY with final Estimate of Project Construc- tion Cost, based upon the completed working drawings and specifications, broken down into major categories. The PRINCIPAL'S Estimates of Project Construction Cost shall be construed as an informed professional opinion and the City will rely on it as a reasonable approximation of bids to be received. 5. See that all construction contract plans and specifications bear the seal of either a Florida registered professional architect or engineer and that the names of professionals responsible for major portions of each separate specialty of the WORK appear on the construction contract plans and specifications. 6. It is to be fully understood that the air conditioning system for the PROJECT shall provide draft -free air distribution and uniform temperatures and shall be de- signed to minimize operation and maintenance costs. Therefore, the PRINCIPAL shall provide the services of a professional with the experience and capability of designing such a system. 8 3--511- i' 4 rt. 7. Because of the CITY'S concern for energy conservation, it shall be full-,- understood that the PRI:;CIPAL shall pay particular attention to the designs of all energy systems required for the PROJECT with emphasis towards conserving energy. Particular attention shall be focused on the different uses of the PROJECT and the different demands for air conditioning, lighting, etc. 8. Because of the CITY'S concern for theatre design, acoustics and lighting,it shall be fully understood that the PRINCIPAL shall pay particular attention to the stage design and seating, acoustics and design of all lighting systems. The PRINCIPAL shall provide the services of a professional consultant(s) with the experience and capa- bility of designing such systems. Particular attention shall be focused on the different and diverse uses of the PROJECT and the different demands for stage design, acoustics and theatre lighting. However, the CITY reserves the right to approve the specific individual(s), or firm chosen by the PRINCIPAL to serve as the consultant (s) . If, during the SCHEMATIC DESIGN PHASE or the DESIGN DEVELOPMENT PHASE, the CITY determines it no longer approves of a consultant, it can request the PRINCIPAL to replace said consultant with another consultant and the CITY will maintain the same right of approval. However, in the case where a change in the consultant is demanded by the CITY, the PRINCIPAL shall have 30 days in which to select a new consultant and receive approval from the CITY for said consultant. 9. Submit the completed construction contract plans and specifications to the CITY for a complete and detailed review and approval. 10. Conduct all necessary dry -run checks and assist in obtaining all necessary permits from all governmental authorities having jurisdiction over the PROJECT. The CITY will assist the PRINCIPAL by expediting CITY'S proce- dures for this purpose. 8 83--511. 7. Because of the CITY'S concern for energy conservation, it shall be full;• understood that the PRII;CIPhL shall pa,: particular attention to the desic_,ns of all energy systems required for the PROJECT with emphasis towards conserving energy. Particular attention shall be focused on the different uses of the PROJECT and the different demands for air conditioning, lighting, etc. 8. Because of the CITY'S concern for theatre design, acoustics and lighting,it shall be fully understood that the PRINCIPAL shall pay particular attention to the stage design and seating, acoustics and design of all lighting systems. The PRINCIPAL shall provide the services of a professional consultant(s) with the experience and capa- bility of designing such systems. Particular attention shall be focused on the different and diverse uses of the PROJECT and the different demands for stage design, acoustics and theatre lighting. However, the CITY reserves the right to approve the specific individual(s), or firm chosen by the PRINCIPAL to serve as the consultant(s). If, during the SCHEMATIC DESIGN PHASE or the DESIGN DEVELOPMENT PHASE, the CITY determines it no longer approves of a consultant, it can request the PRINCIPAL to replace said consultant with another consultant and the CITY will maintain the same right of approval. However, in the case where a change in the consultant is demanded by the CITY, the PRINCIPAL shall have 30 days in which to select a new consultant and receive approval from the CITY for said consultant. 9. Submit the completed construction contract plans and specifications to the CITY for a complete and detailed review and approval. 10. Conduct all necessary dry -run checks and assist in obtaining all necessary permits from all governmental authorities having jurisdiction over the PROJECT. The CITY will assist the PRINCIPAL by expediting CITY'S proce- dures for this purpose. 8 83-51.1- irk, 11. Deliver to the CIT'i the completed master set of con- struction contract plans and snecifications and other related parts of the construction Contract Documents in reproducible form. The Construction Document Phase shall be considered complete on the day the CITY executes a Construction Contract for the construction of the PROJECT, but in no case later than ninetv (90) days from the date of delivery by the PRINCIPAL to the CITY of the completed Construction Contract plans and specifications ready for construction_ bids. D. BIDDING PHASE During the Bidding Phase, upon written authorization from the CITY, the PRINCIPAL shall: 1. Prepare any addenda, with accompanying drawings or other materials as required, and submit original of each to the DIRECTOR for approval and signature after which the DIRECTOR will furnish a copy of each set of contract documents prepared. 2. Assemble and furnish the CITY MANAGER data for publicity releases. 3. Take part in pre -bid conferences with CITY and nrosnec- tive bidders as required. 4. Consult with and advise the CITY as to the acceptability of subcontractors and other persons and organizations proposed by a prime contractor for those portions of the work when such acceptability is required by the contract documents. 5. Consult with and advise the CITY as to the acceptability of substitute materials and equipment proposed by the contractors when substitution is permitted in the contract documents. 6. Assist the CITY in evaluating bids or proposals and in assembling and awarding contracts. The Bidding Phase shall be considered completed on the day the CITY executes a Construction Contract for the construction of the PROJECT or ninety (90) days after receipt of bids whichever occurs first. 9 S3-51.1' CC`7ST7ucTION PHASE The Construction Phase shall ccmmence with the award of the Construction Contract. During the Construction Phase, upon written authorization from the CITY, the PRINCIPAL shall: 1. :Sake periodic visits to the site to observe as an expe- rienced and qualified design professional the progress and quality of the executed work and to determine in general if the work is proceeding in accordance with the contract documents; the PRINCIPAL shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of work; he shall not be responsible for the means, methods, techniques, sequence or procedures of construction selected by contractors or the safety precautions and programs incident to the work of contractors. His efforts will be directed toward providing assurance for the CITY that the completed project will conform to the contract documents, but he shall not be responsible for the failure of the contractor to perform the construction work in accordance with the contract documents. During such visits and on the basis of his on -site observations, he shall keep the CITY informed of the progress of the work, he shall endeavor to guard the CITY against defects and deficiencies in the work of the contractor, and may disapprove or reject work as failing to conform to the contract documents. As a part of these visits he shall submit his observations to the CITY in writing within five (5) working days after each visit. 2. Assist the CITY in considering and evaluating any suggestions or modifications which might be submitted by the Contrac,:cr for the CITY'S approval. 3. Assist the CITY in matters relating to the interpretation of the Contract Documents. 4. Furnish ary additional details or information when re- quired at the job site for proper execution of the WORK. 4A 5. assist the CITY and maze written reccm:nendations to the CITY on matters pertaining to the Contractor's proposed changes in materials and equipment, methods of construc- tion and changes in plans; and on matters relating to extra work orders and supplemental agreements. 6. Check and approve shop and working drawings, samples and other submissions furnished by the Contractor; retain a copy of all shop and working drawings, duly approved by the PRINCIPAL, for permanent CITY records. 7. Review all test reports required by the Contract Documents and provide the CITY with written evaluation of such test reports. 8. Witness all tests as may be required to be witnessed by the Contract Documents and provide the CITY with written evaluation of all such tests. 9. Receive samples which are required to be furnished at the job site; record data received and from whom; examine said samples and notify the CITY of his approval or rejection and maintain custody of approved samples. 10. After substantial completion, make a list of items for correction before final inspection, and check each item as it is corrected. 11. Upon request by the PROJECT :TANAGER, attend and report to the CITY on all required conferences held at the job site. 12. Based on his on -site observation as an experienced and qualified design professional and on his review of the contractor's applications for payment and the accompa- nying data and schedules, determine the amounts owing the contractor and approve in writing payments to the contractor in such amounts; such approvals of payment will constitute a representation to the CITY based on such observations and review that the work has progressed to the point indicated and that, to the best of his knowledge, 11 �3--511 41 information and belief, the qualit- of the work is in accordance with the contract documents (subject to an evaluation of t;ie work as a functioning project upon substantial completion, to the results of any subsequent test called for in the contract documents and to any qualifications stated in his approval), but by approving an application for payment, the PRINCIPAL will not be deemed to have represented that he has made any examina- tion to determine how or for what purposes any contractor has used the monies paid on account of the contract price, or that title to any of the contractor's work, materials, or equipment has passed to the City free and clear of any lien, claims, security interest or encumbrances. 13. During the course of the WORK, 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 have been approved. Deliver all such items to the CITY prior to the date of beneficial occupancy. 14. Furnish to the CITY within thirty (30) days after comple- tion of the Construction Phases of the PROJECT, the original reproducible drawings of the Construction Contract plans, revised to include all changes or modifi- cations to the design made during the Construction Phase. 15. Conduct an inspection to determine if the PROJECT is substantially complete and a final inspection to deter- mine if the PROJECT has been completed in accordance with the contract documents and if each contractor has ful- filled all of his obligations thereunder so that the PRINCIPAL may approve, in writing, final payment to each contractor. At the completion of construction of the PROJECT, the PRINCIPAL shall deliver to the CITY written certification that to the best of the PRINCIPAL'S knowledge the PROJECT has been constructed in accordance with CITY approved construction plans and specifications and City ap- proved change orders; and shall furnish such other written certificates as may be required by law and regulations applicable to the PROJECT. 12 83--511 i�4 The PRI;tiCIPAL shall not he responsible for the acts cr ommissions of anv contractor, any subcontractor or any of the contractcrs or subcontractors' agents or employees or any other persons (except his own employees and agents) at the PROJECT site or otherwise Ferforming an.%7 of the work of the PROJECT. The Construction Phase shall be completed when the PRINCIPAL has delivered the aforesaid certificates, including "record drawings" etc., to the CITY; and the City Commission has accepted said PROJECT. During all Phases, the PRINCIPAL shall act as his own representative to the CITY in all matters pertaining to the PROJECT. The CITY will expedite its procedures and render timely decisions to assist the PRINCIPAL in this phase. SECTION IV - CITY'S SERVICES AND RESPONSIBILITIES The CITY shall furnish the PRINCIPAL with the following services and information from existing CITY records and CITY files: A. The CITY shall provide information regarding its require- ments for the PROJECT. B. The CITY shall furnish a Survey of the site giving, as applicable, grades and lines of streets, alleys, pavements and adjoining property; right of way, restrictions, easements, encroach- ments, 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 trees; and information concerning available service utility lines both public and private. C. If the CITY'S PROJECT MANAGER observes or has been notified in writing of any fault or defect in the PROJECT or nonconformance with the Contract Documents, prompt written notice thereof shall be given to the PRINCIPAL. D. The CITY shall do all reproduction and binding of the bidding and construction sets of the drawings and specifications; and provide prints of existing and applicable CITY aerial photographs. E. The CITY shall appoint a PROJECT MANAGER to act as liaison between CITY and PRINCIPAL, and the PRINCIPAL will not start work nor incur any expenses for any Phase of the WORK, special conditions or change orders without having received written authorization from the 13 83--511 CITY'S PROJECT "LX*NAGER to do so. :lothing contained herein shall re- lieve the PRINCIPAL of any responsibility as provided under this Agreement. F. The CITY shall furnish all required testing necessar_, for the PROJECT, including core borings, test pits, structural, mechanical, chemical, soil, and mill and laboratory tests, and the services of a soils engineer or other special consultants when deemed necessary by the PRINCIPAL; and the PRINCIPAL shall be entitled to rel•7 upon the accuracy, completeness, and competence thereof. G. The CITY reservas the right to retain the services of a Professional Quantity Surveyor to prepare Detailed Construction Cost Estimates based upon the Design Development Documents and the Construc- tion Documents. SECTION V - COMPENSATION FOR SERVICES For professional and technical services for the Schematic Design Phase, Design Development Phase, Bidding Phase, Construction Document Phase and Construction Phase of the PROJECT, as outlined in SECTION III hereof, the CITY agrees to pay, and the PRINCIPAL agrees to accept, as a payment for his services the LUMP SL'^7 FEE of ONE HUNDRED AND FORTY THOUSAND DOLLARS ($140,000.00) which FEE will hereinafter be called the BASIC FEE. This pa�tment will be made monthly 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 BASIC FEE. The Fee is subject to renegotiations in accordance with Section VI, Paragraph F, Delays. OCCASION 1. Upon execution of agreement 2. Upon completion of DESIGN DEVELOPMENT PHASE 3. Upon completion of CONSTRUCTION DOCUMENTS PHASE 4. Upon completion of CONSTRUCTION PHASE ACCUMULATED VALUE OF BASIC FEE % 10.701 $15,000 25% $35,000 85. 7% $120, 000 100 $140,000 14 83-511 SECTION VI - SCHEDULE OF T•iORK The PRINCIPAL agrees that time is of the essence and further agrees to e:,:ecute the WORK promptly, diligently and only upon, and in strict conformance with, specific authorization from the CITY MANAGER in writing as follows: A. SCMIATIC DESIGN PHASE The PRINCIPAL shall complete the Schematic Design Phase within twenty eight (28) calendar days after written authorization from the CITY NIANAGER to begin WORK on this Phase. B. DESIGN DEVELOPMENT PHASE The PRINCIPAL shall complete the Design Development Phase within forty two (42) calendar days after written authorization from the CITY MANAGER to begin WORK on this Phase. C. CONSTRUCTION DOCUMENTS PHASE The PRINCIPAL shall complete the Construction Documents Phase within seventy (70) calendar days after written authorization from the CITY ZMA::AGER to begin WCRK on this Phase. D. BIDDING PHASE The Bidding Phase is expected to require thirty (30) calendar days, if only a single bidding is used. E. CONSTRUCTION PHASE The Construction Phase will commence with the award of a Construction Contract, for a period of eight (8) to ten (10) months if all construction is accomplished at one time and shall be completed when all of the following conditions have been completed: 1. The PRINCIPAL has delivered to the CITY written certification that the PROJECT has been constructed in accordance with the CITY approved Contract Documents, including all approved change orders. 2. The PRINCIPAL has delivered to the CITY such other writ- ten certificates as may be required by law and regulations. 3. The PRINCIPAL has delivered to the CITY "record drawings" as required under SECTION III E. 14. 4. The City Commission has accepted the PROJECT by Resolution. It is possible that due to funding limitations that the construc- tion phase will be accomplished in phases, in which case, the period of construction will exceed (10) ten months. Should construction work be done in phases due to circumstances beyond the PRINCIPAL'S control, the PRINCIPAL shall be paid for services during construction in ac- cordance with Section VI, Paragraph F, Delays. Phasing will have no 15 83-511 affect on the condit. ns that must be met for comk letion of the ccn- struction Phase. F. DELAYS If the PRI.`;CIPAL'S ser-,ices_`or design or during construction or between any of the phases of the PROJECT are delayed or suspended in whole or in part by the CIT'i for more than 4 months for reasons beyond the PRINCIPAL'S control, the PRINCIPAL shall, on written demand to the CITY, (but without termination of this agreement) be paid as provided in this agreement for the services performed up until such delay or suspension. If such delay or suspension extends for more than one year for reasons beyond the PRINCIPAL's control, or if the PRINCIPAL for any reason is required to render services more than one year after substantial completion, the various rates of compensation provided for elsewhere in this Agreement shall be subject to renegotiation. SECTION VII - ADDITIONAL WORK AUTHORIZED BY THE CITY The CITY reserves the right to authorize the PRINCIPAL to provide additional services, if found necessary by the CITY, in which case the fees for these services will be on the basis of 2.1 times actual DIRECT TECHNICAL SALARY EXPENSE. If authorized in writing by the DIRECTOR or his designee, the PRINCIPAL shall furnish or obtain from others additional services of the following types which are not considered normal or customary basic services; these will be paid for by the CITY as indicated. A. Preparation of applications and supporting documents for government grants or loans in connection with the PROJECT; preparation or review of environmental assessments and impact statements and assistance in obtaining permits and approvals of authorities having jurisdiction over the anticipated environmental impact of the PROJECT. B. Services to make measured drawings of or to investigate existing conditions or facilities or to verify the accuracy of drawings or other information furnished by the CITY, except for those basic services as described in Section III. C. Services resulting from changes in general scope of the project or its design including but not limited to changes in size, complexity, CITY'S schedule or character of construction; and revising previously accepted studies, reports, design documents or contract documents when such revisions are due to causes beyond the PRINCIPAL'S control. 16 83-5111 ti 4 D. Preparing documents for alternate bids requested by CI^_Y. E. Additional or extended services during construction made necessary by 1) work damaged by fire or other cause during construction, 2) a significant amount of defective or neglected work of any contractor, 3) prolongation of the contract time of an,., prime contract b_• more than 60 days, 4) acceleration of the work schedule involving services' beyond normal working flours, and S) default by any contractor. F. Preparation of operating and maintenance manuals; assistance in the utilization of any equipment or system (such as initial start-up, testing, adjusting and balancing) and training personnel for operation and maintenance. G., Services after completion of the construction phase, such as inspections during any guarantee period and reporting observed discrepancies under guarantees called for in any contract for the PROJECT. H. Preparing to serve or serving as a consultant or witness for the CITY in any litigation or other legal or administra- tive proceedings involving the PROJECT other than public hearings before the City Commission as provided for in Basic Services. SECTION VIII - TERMINATION OF AGREEMENT The CITY retains the right to terminate this Agreement at any time prior to completion of the WORK without penalty to the CITY. In that event termination of this Agreement shall be in writing to the PRINCIPAL and the PRINCIPAL shall be paid for services rendered in each completed PHASE prior to termination in accordance with SECTION V - COMPENSATION FOR SERVICES, provided however that the PRINCIPAL is not in default under the terms of this Agreement. If, however, the termi- nation of this Agreement occurs during an incomplete PHASE, then the PRINCIPAL shall be paid at the rate indicated in Section II, Paragraph J, Direct Technical Salary Expense, for those services rendered in such incomplete PHASE provided that the PRINCIPAL is not in default under the terms of this Agreement. In no case, however, will the CITY pav the PRINCIPAL a 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, all documents, plans, etc., as set forth in SECTION XI - OWNERSHIP OF DOCUMENTS shall become the proper- ty of the CITY, with the same provisions of use as set forth in said SECTION XI. S3-511- 17 N SECTION Ia - PRINCIPAL'S SPECIALISTS The PRINCIPAL proposes to have the followinc specialists, either from his organization or as his consultants or associates, to pen:— rn the services indicated: A. Acoustical B. Architectural C. Electrical Engineer D. Theatre Lighting and Design E. Interior Design F. Landscape Architect and site Planninc G. :lechanical Engineering The PRINCIPAL will be responsible for all the WORK of his own organization, and of his consultants or associates. Notting contained in this Agreement shall create any contractual relation between any of the specialists working for the PRINCIPAL and the CITY. It shall be understood that the PRINCIPAL is in no way relieved of any responsibility under the terms of this Agreement by virtue of an;: other professional who may associate with him performing the WORK. SECTION X - ADDITIONAL PROFESSIONAL RESPONSIBILITIES The following professional services and work by the PRINCIPAL shall not be considered extra services but on the contrary shall be considered part of the WORK of the PRINCIPAL. A. Revise the Construction Documents Phase and Construction plans and specifications to reduce the cost of construction of the PROJECT to the final budgeted or CITY approved amount for the construc- tion of the PROJECT, if the amount of the lowest acceptable bid received by the CITY for the construction of the PROJECT is in excess of the final amount budgeted or approved for the cost of the construction con- tract of the PROJECT. B. Any other revisions suggested by the CITY that are within the scope of the WORK before the Design Development Documents and Outline Specifications are approved by the CITY. SECTION XI - OWNERSHIP OF DOCUMENTS All tracings, plans, drawings, specifications, field books, survey information, maps, contract documents, reports and other data developed as a result of this Agreement shall become the property of the CITY without restriction or limitation on their use. It is further stipulated that all information developed as a part of the PROJECT shall not be used by the PRINCIPAL without written consent of the CITY. It is further understood by and between the parties that any information, maps, contract documents, reports, tracing, plans, drawings, specifications, books or any other matter whatsoever which is given by the CITY to the PRINCIPAL pursuant to this Agreement shall at all times 18 i remain the property of the CITY and shall not be used by the PRINCIPAL for an:,, other purposes whatsoever without the written consent of the CITY. It is further understood that neither press releases nor publicity is to be issued by the PRINCIPAL without prior submittal to the CIT'i and written approval from the CITY. SECTICN XII - AWARD OF AGREEMENT The PRINCIPAL warrants that he has not employed or retained any company or persons to solicit or secure this Agreement, that he has not paid or agreed to pay any company or person any fee, commission, percentage, brokerage fee, or gifts or any other considerations contingent upon or resulting from the award or making of this Agreement. The PRINCIPAL also warrants that to the best of his knowledge and belief no Commissioner, Mayor or other officer or employee of the CITY is interested directly or indirectly in the profits or emoluments of this Agreement or the job, work, or services for the CITY in connection with the contract or construction of the PROJECT. The PRINCIPAL shall not engage during the period of this Agreement the services of any professional or technical person who has been at any time during the period of this Agreement in the employ of the CITY. This does not apply to retired employees of the CITY. The PRINCIPAL is aware of the conflict of interest law of both the City of Miami and Dade County, Florida, and agrees that he shall fully comply in all respects with the terms of said laws. SECTION XIII - EXTENT OF AGREEMENT This Agreement represents the entire and integrated Agreement between the CITY and the PRINCIPAL and supercedes all prior negotiations, representations or Agreements, either written or oral. This Agreement may be amended only by written instruments by both the CITY and the PRINCIPAL. SECTION XIV - SUCCESSORS AND ASSIGNS The PRINCIPAL shall make no assignments or transfer of this Agreement, or sublet, assign or transfer any part of the WORK under this Agreement without the written consent of the CITY. This Agreement shall be binding upon the parties hereto, their heirs, executors, legal representatives, successors and assigns. 19 83--51.1 4 '1F SECTION X - TRUTH Ili NEGCTIATICNS The PRINCIPAL hereby certifies that wage rates and other factual unit costs supporting the compensation are accurate, complete and current at the time of contracting and that the original contract price and any additions thereto shall be adjusted to exclude an,: significant sum where the CITY determines the contract price was increased d-arto inaccurate, incomplete or non -current wage rate and other factual unit cost. Such adjustments shall be made within one gear following the end of the Contract. SECTION XVI - RIGHT TO AUDIT The CITY reserves the right to audit the records of the PRINCIPAL any time during the prosecution of this Agreement and for a period of one year after final payment is made under this Agreement. Notwithstanding any other provisions of this Agreement, in no event shall the payment of the LUMP SUM FEE under SECTION V herein, enable the PRINCIPAL to earn a profit of more than TWENTY PERCENT (20%) of the LUMP SUM FEE. At the time of the final increment of that LUZ:P SUM FEE is due to be paid by the CITY to the PRINCIPAL pursuant to the terms of SECTION V herein, the PRINCIPAL shall submit to the CITY a certification of his total costs incurred and profits realized in providing the basic services as outlined in SECTION III herein. If such certification indi- cates profits in excess of the maximum set forth above, the PRINCIPAL shall simultaneously remit any overage to the CITY. The CITY reserves the right to audit the books and records of the PRINCIPAL and to adjust the amount of anv such repayment in the light of said audit. In calculating the total costs incurred by the PRINCIPAL'S own staff, the PRINCIPAL shall use a percentage overhead applied to the DIRECT TECHNICAL SALARY EXPENSE as defined in SECTION II herein. The percentage overhead shall be equal to the actual percentage overhead pertaining for all PRINCIPAL'S work in the last twelve (12) month period preceding the date of this Contract for which data are available. All services provided by sub- contractors to the PRINCIPAL shall be included at the actual cost paid by the PRINCIPAL and the percentage overhead shall not apply. SECTION XVII - RIGHT OF DECISIONS All services shall be performed by the PRINCIPAL to the satisfaction of the DIRECTOR 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, 20 H3-511; quality, amount, and value thereof, and the DIRECTOR'S decisions upon all claims, questions of fact, and disputes shall be final, conclusive and binding, upon the parties hereto, unless such determination is clearly arbitrary or unreasonable. In the event that the PRINCIPAL does not concur in the judgement of the DIRECTOR as to any decision made by him, the PRINCIPAL shall present his written objections to the CITY :TANAGER, and the DIRECTOR and the PRINCIPAL shall abide by the decision of the CITY :'TANAGER. Adjustment of compensation and contract time because of any changes in the ORIK that might become necessary or be deemed desirable as the WORK progresses shall be reviewed by the DIRECTOR and the CITY .'TANAGER and submitted to the CITY COi,-IISSION for approval. SECTION XVIII NON-DISCRIMINATION A. The PRINCIPAL shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, physical handicap or national origin. The PRINCIPAL shall take affirmative action to ensure that applicants are employed, and the employees are treat- ed during employment without regard to their race, color, religion, sex physical handicap or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The PRINCIPAL agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Personnel Officer setting forth the provisions of this Equal Opportunity Clause. B. The PRINCIPAL shall, in all solicitations or advertisements for employees placed by or on behalf of the PRINCIPAL, state that all qualified applicants will receive consideration for employment without regard to race, color,religion, sex physical handicap or national origin. C. The PRINCIPAL shall send to each labor union or representative of workers with which he has collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency Personnel Officer, advising the labor union or workers' representative of the contractor's commitments under this Equal Opportunity Clause, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. D. The principal shall comply with all provisions of Executive ?1 83--51 Z, 4` Order :;o. 11246 of September 24, 1965, as amended b: E:.zecutive Order No. 11373 of October 13, 1967, and of the rules, regulations and relevant orders of the Secretary: of Labor. E. The PRINCIPAL shall furnish all information and reports re- quired by Executive Order No. 11246 of September 24, 1965, as amended by Executive Order No. 11375, of October 13, 1967, and by the rules, regulations and order of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the con- tracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. F. In the event of the PRINCIPAL'S noncompliance with the Equal Opportunity Clause of this contract or with any of said rules, regula- tions or orders, this contract may be canceled, terminated or suspended, in whole or in part and the PRINCIPAL may be declared ineligiLle for further CITY contracts in accordance with procedures authorized in Executive Order No. 11246 of September 24, 1965, as amended by Executive Order No. 11375 of r;,t-ober 13, 1967, or by rule, regulation or order of the Secretary of Labor, or as otherwi;3e provided by law. G. The PRINCIPAL shall include the provisions of XVIIi A through XVIII G in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order No. 11246 of September 24, 1965, as amended by Executive Order No. 11375 of October 13, 1967, so that such provisions will be binding upon each subcontractor or vendor. The PRINCIPAL shall take such action with respect to any subcontractor or purchase order as the contracting agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provid- ed, however that in the event the PRINCIPAL becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the PRINCIPAL may request the CITY to enter into such litigation to protect the interests of the CITY. SECTION XIX - CONSULTANTS The CITY hereby approves the following firm which the PRINCIPAL proposed to engage to provide consulting services for the PROJECT, as 22 83"" 511 4 subcontractor to the PRINCIPAL: STRUCTURAL, ELECTRICAL & .fECHA'IICAL E:ZGINEEP.: John Ross and Parters Inc. 121 .iajorca avenue Coral Gables, Florida 33134 The PRINCIPAL shall furnish the CITY with a copy of the sub- contract agreements. The PRINCIPAL shall not subcontract for other consulting services without prior written approval of the CITY. SECTION XX - INSURANCE AND INDE2iNIFICATION The PRINCIPAL shall provide insurance as required herein below prior to commencing work in this Agreement. CONSULTANT shall indemnify and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of CONSULTANT'S activities under this contract, in- cluding all other acts or omissions to act of CITY, its officers or employees, and from and against any orders,judgements or decrees which may be entered and from and against all costs and attorney's fees, ex- penses and liabilities incurred in the defense of any such claims, or the investigation thereof. The PRINCIPAL shall pay all claims and losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the CITY when applicable, and shall pay all costs and judgements which may issue thereon. The PRINCIPAL shall maintain in force upon beginning the con- struction phase of this contract architect's professional liability insurance or its equivalent providing; coverage for any claim which may arise out of the performance of professional services as architects caused by error, omission, or negligent act on the part of that firm. The limits of liability for such coverage shall be at least $1,000,000 per claim. A claims -made form will be acceptable with a guarantee from. the PRINCIPAL that he will continue such coverage for a minimum of two years past completion of the project. All insurance policies shall be issued by companies authorized to do business under the Laws of the State of Florida and shall have a Policy Holder's Rating of A in the latest addition of Best's Key Rating Guide. 23 83--5111 4 ' t- subcontractor to the PRINCIPAL: STaUCTURAL, ELECTRICAL & :IECHA,IICAL ENGINEER: John Ross and Parters Inc. 121 Majorca Avenue Coral Gables, Florida 33134 The PRINCIPAL shall furnish the CITY with a copy of the sub- contract agreements. The PRINCIPAL shall not subcontract for other consulting services without prior written approval of the CITY. SECTION XX - INSURANCE AND INDEZINIFICATION The PRINCIPAL shall provide insurance as required herein below prior to commencing work in this agreement. CONSULTANT shall indemnify and save the CITY harmless from and against any and all claims, liabilities, losses, and causes of action, which may arise out of CONSULTANT'S activities under this contract, in- cluding all other acts or omissions to act of CITY, its officers or employees, and from and against any orders,judgements or decrees which may be entered and from and against all costs and attorney's fees, ex- penses and liabilities incurred in the defense of any such claims, or the investigation thereof. The PRINCIPAL shall pay all claims and Losses of any nature whatsoever in connection therewith and shall defend all suits in the name of the CITY when applicable, and shall pay all costs and judgements which may issue thereon. The PRINCIPAL shall maintain in force upon beginning the con- struction phase of this contract architect's professional liability insurance or its equivalent providing; coverage for any claim which may arise out of the performance of professional services as architects caused by error, omission, or negligent act on the part of that firm. The limits of liability for such coverage shall be at least $1,000,000 per claim. A claims -made form will be acceptable with a guarantee from the PRINCIPAL that he will continue such coverage for a minimum of two years past completion of the project. All insurance policies shall be issued by companies authorized to do business under the laws of the State of Florida and shall have a Policy Holder's Rating of A in the latest addition of Best's Key Rating Guide. 23 '' .3-511► it' T.e PRI:•ICIPAL shall furnish certificates of insurance to the CITY prior to the coranencement of construction, which certificates shall clearly indicate that the PRINCIPAL has obtained insurance in type, amount and classification as required for strict compliance with this Section and that no material change or cancellation of the insurance shall be effective without ninet,7 (90) days written notice to the CITY. Compliance with the foregoing requirements shall not relieve the PRINCIPAL of his liability and obligations under this Section or under any portion of this Agreement. SECTION XXI - CONSTRUCTION OF AGREE', -LENT The parties hereto agree that this Agreement shall be construed and enforced according to the laws, statutes and case law of the State of Florida. IN WITNESS WHEREOF the parties hereto have, through their proper corporate officials, executed this Agreement, the day and year first above set forth. ATTEST: ATTEST: Ralph Ongie, City Clerk APPROVED AS TO CONTENT: Project Manager INSURANCE APPROVED BY: Donald Dunlap, Risk 'I'lanagement DUANY, PLATER-ZYBERK & PLASENCIA I a THE CITY OF MIAMI (a municipal corporation of the State of Florida) By: _ Howard V. Gary, City :tanager APPROVED AS TO FORM & CORRECTNESS: -6 Jose R. Garcia -Pedrosa, City Attornev 24 83--5111