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AGREEMENT BETWEEN
OWNER AND PROJECT ADMINISTRATOR
PROJECT ADMINISTRATION AGREEMENT
THIS AGREEMENT made as of [INSERT DATE].
BY AND BETWEEN
the OWNER: CITY OF MIAMI
3500 Pan American
Miami, Florida 33133
and the
PROJECT
ADMINISTRATOR: HAMMES COMPANY SPORTS DEVELOPMENT, INC.
5712 Odana load
Madison, Wisconsin 53
For the following PROIECT: The redevelopment of that certain facility to be known as Orange
Bowl Stadium t (hereinafter the "Project"). The Project is sometimes referred to herein, and in the
documents referenced in this Contract, as the Orange Bowl Redevelopment Project.
Orange Bowl Stadium Project Management Agreement
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
TERMS AND CONDITIONS
OF PROJECT ADMINISTRATION AGREEMENT
WHEREAS, the City of Miami ("Owner"), a municipality incorporated in the State of
Florida, desires to redevelop, in multiple phased construction, the ffthhty known as the Orange
Bowl Stadium located at the intersection of NW 14th Avenue an W 3rd Street in the City of
Miami; and
WHEREAS, the Owner recognizes that such development is coex and requires multi-
disciplinary talent, experience and leadership to enhance°hie value of theProject and to balance
project goals, objectives and concerns with the state elc Objectives of the Owner ; and
WHEREAS, the Owner deemed it ada to oe gage the services of a Project
Administration firm to provide services as support to the administration of the Project;
and
WHEREAS, the Project Administrator has advised and represents to Owner, that it has
experience in providing Project Administration services, including Program Management, Design
Management and Construction Management, on large-scale construction projects, including,
specifically, stadiums and arenas, ,and the Project E Administrator employs professionals with the
requisite expertise, experience and knowledge in providing the services to be provided herein; and
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WHEREAS, based on the At rninistrator's representations and qualifications, the Owner
desires to engage the services of the project ,Anistrator, and the Project Administrator desires to
provide services e Owner, under the terms an conditions set forth in this Contract.
OW, THEREFORE, in consideration of the mutual terms and conditions contained.
herein, and ,for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto hereby agree as follows:
1.1
Basic Definitions
ARTICLE 1
GENERAL PROVISIONS
1.1.1 The "Contract" consists of this Project Administration Agreement and any
amendments hereto, and other documents, agreements and exhibits, which may be
incorporated into this Contract, by written agreement signed by the Owner and
Project Administrator, from time to time, as contemplated in Section 2.1.1 below.
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1.1.2 The "Project Administration Services" consist of those services required to be
performed by the Project Administrator under this Contract, as more specifically
described in Article 2.
1.1.3 The "Architect" means a professional architectural services firm experienced in
stadium design, which is lawfully licensed to practice architecture in the State of
Florida and which is procured in accordance with all applicable laws.
1.1.4 The "Architect's Work" means the work to be provided by the Architect and the
. . ;.
Architect's Subconsultants pursuant to an agreement Or architectural services, t to
be entered into at a later date (the "Design Services, reement").
1.1.5 The "Contractor" means the construction managegeneral contractor
experienced in large scale construction projects, which is lawfully licensed to
perform construction services in the State of Florida and whidh is procured in
accordance with all applicable law
1.1.6 The "Contractor's Work" means the Work to b'e provided by the Contractor and
the Subcontractor's pursuant to an agreement for construction services, to be
entered into at a later date (the "Construction Services Agreement").
1.1.7. The "Design Services" means all design and engering services for the Project,
including all services to be provided b + the Architect and the Architect's
Subconsultants which are required °to complete the Contractor's Work and the
Projects ° including, 1 i t not united to, all required architectural, structural,
mechanical, electrical, evil, or other professional engineering services
1.1.8 The "Project" is generally, illustrated on the Ellerbe Becket Concept Design
euments datee1 December 5, 2003 and the Concept Design Narrative dated.
ecember 9, '2003, which is incorporated herein by reference. The Project
involves the; redevelopment of the existing structure to include a reduction in the
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seat count to approximately 63,000 seats, the addition of approximately 14 suites,,
a total of 1,000 indoor club seats, a total of 750 outdoor club seats, a new club
ounge and press box, all new concessions, toilets and service facilities. The
Project means all work required to complete the Orange Bowl Renovations„
including specifically, but not limited to, all the Architect's Work and the
Contrctor's" Work, as the same is performed by them or their respective
Subcorisultants and Subcontractors, whether completed or partially completed.
and includes all labor, materials, equipment and services provided or to be
provided by the Architect and Contractor to fulfill their respective obligations
under the Design Services Agreement and the Construction Services Agreement„
respectively.
1.1.9 The "Project Participants" means the Owner, Project Administrator, Architect
(and Subconsultants involved in providing the Design Services and the Architect's
%ark), Ibt Cori tr x (dud _Sliticnntr.acharslnv[lvr.d l,perfnrmiContr-Ari r
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Work), Trade Contractors, and all other professional service provider's involved in
completing the Project.
1.1.10 The "Master Project Budget" means the total preliminary projected cost for the
Project including, but not limited to, the "Project Contingency Fund," as outlined in
Exhibit 1 attached hereto and made a part hereof. The Master Project Budget will
be finalized upon completion of a Program Statement and Final Development Plan.
It is understood and agreed by the parties hereto that the Master Project Budget has
been established on the basis that the Owner has con and approval rights over
the development of the Project, including the management and administration of all
contracts associated with the development of th
1.1.11 The "Cost of the Work" means the costs incurred by the'Owner (or by the Project
Administrator on behalf of the Owner) to complete the Proje
1.1.12 The "Fixed Construction Budge
represents the complete cost for
basis of the Contract Sum in the Construe
s a component of the Cost"
ntractc ' Work which sh
dices Agreement.
e Work and
become the
1.1.13 The "Contract Docua11 mean the ;documents, instruments and other
items defined as "Contraet€ ?
Construction, Services Agreement.
in the''Desn Services Agreement and the
1.1.14 The "Project 4dmlinstration Agreement Documents" include this Contract, the
Design Services Agreement, the Construction Services Agreement and all other
agreements or documents referred o therein, including specifically, but without
limitation, the General Conditions of the Design and Construction Services
Agreemen
it
ascribed
italizedE t:
to them in �t
erms not specifically defined herein shall have the meanings
e Project Administration Agreement Documents.
1.2 Engagement, Execution, Correlation and Intent
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1.2.1 Owner hereby retains the Project Administrator to provide the Project
strati' Services as described herein and the Project Administrator hereby
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agreed o serve as an independent contractor to perform the services in accordance
with the terms and conditions of this Contract.
1.2.2 This Contract shall be signed in not less than duplicate by the Owner and Project
Administrator.
1.2.3 It is the intent of the Owner and Project Administrator that this Contract includes
the labor and resources necessary for proper execution and completion of the
Project Administration Services only.
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1.3 Ownership and Use of Documents
1.3.1 All Drawings, Specifications, and other documents prepared or obtained by the
Project Administrator for or in connection with the Project shall be the property of
the Owner whether the Project is contracted or not..
1.3.2 All reports, estimates, schedules, manuals, records, reports, minutes, data and other
documents prepared for the Project or by the Project Administrator (the "Work
Products") shall become the Property of the Owneri provided, however, that this
provision shall not operate nor be construed t a ncrease the documentation
obligations of the Project Administrator as otherwiserequired by this Contract, nor
shall the foregoing operate to prohibit the Pr `ct Admi strator's performance in
its normal course of business. The Pro,' Administrator shall deliver the Work
Product to the Owner in a timely fashion but in no event later than 7 days after the
Contract is terminated, or 7 days aft e` !ng requested by the 0
2.1 Basic Services
2.1.1 The Project Administrator's Basic Servic`e3 ar'lescribed, in general, in this Article
2 and, niore specifically, on 'Exhi it 2, attached to this Contract and by this
refere incorporated herein T e Owner shall have the right from time to time
during` , the term of this Conn to make modifications to the Project
Admint tor's Bl si Services subject to written Contract Revision including
adjustments , #o ectAdministrator's compensation. .
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off; , �
r ject Ad i . strator represents and warrants to the Owner that the Project
Administr on ervicesServices shall be performed by qualified professionals employed or
otherwise en aged by"the Project Administrator. . The Project Administrator shall
be solely responsible for the work of all persons employed or engaged by it for the
rovision of s vices under this Contract and including, specifically, but without
itation, w r Cers' compensation obligations, withholding taxes, unemployment
in l` ""ice a 1 other employer obligations.
2.1.3 In genes, the Project Administration Services contemplated by this Contract
consist of management, support and assistance to the Owner in overseeing all
aspects of the Project, including, without limitation, the procurement of services,
including bidding and contracting, and the development, design, and construction
of the Project. The Project Administrator will perform Program Management,
Design Management and Construction Management services as described in
Exhibit 2. The Project Administrator shall be responsible for monitoring, and
reporting to the Owner, the performance, of all Project Participants and the progress
WarkjiLaccarriance w..iTh.cpxo acchMalnkc
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2.1.4 The Project Administrator shall designate a Principal -in -Charge authorized to act
on the Project Administrator's behalf with respect to the Project. The Principal -in -
Charge for the Project will be Mr. Stuart J. Zadra, who shall devote such portion of
his annual business hours to the Project during the Basic Term of this Contract as
needed, and estimated on Exhibit 10 attached hereto and hereby made a part
hereof..
2,1.5 The Project Administrator agrees to furnish the Prof i C''`'Administration Services
described in this Contract and those that are expressly described or necessarily
inferred in the Contract Documents as the responsibility or function of the Project
Administrator. The Project Administrator ales to p` rm such services in an
expeditious manner consistent with the best interests of the ° wner as set forth in the
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Contract Documents and as otherwise made known to the Project Administrator
and agreed to by the Project Adr. istrator. The Project Administrator shall
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provide the Project Administration`'Services under this Contra et;ein a manner
consistent with the highest standard o `care and; professionalism of the ndustry.
2.1.6 The Project Administrator shall assist in the
all proposals, bids and solicitations relating
recommendations to the Owner ft it the award
Project Participants.
reparation, review and evaluation of
Project and shall assist and make
negotiation of contracts with the
2.1.7. Quality Assurance The Project Adtiinistrato� `shall provide "Quality Assurance
Services' as part of a;_ complete Quality Assurance / Quality Control (QA/QC)
Program supervised b the Project i Administrator for the Owner (the "Quality
Assurance Pro e Quality Assurance Program will include monitoring
Quality Control procedureocesses of the Architect and Contractor, tests and
options required by authorities having jurisdiction, threshold inspections and
review'; as well as random testing and inspections performed by independent
agencies° Nothin' contained in this Contract shall create any professional
obligation or responsibility on the part of the Project Administrator to perform the
Architect's Work or Contractor's Work, nor any Quality Control Services to be
provided by the Architect or the Contractor under their respective agreements;
rovided, however, that The Project Administrator, shall be responsible for
monitoring their performance and assessing and advising Owner of the progress of
their i 1 accordance with their respective contracts.
2.1.8 The Project Administrator agrees to use commercially reasonable efforts to cause
the Contractor to achieve, on an aggregate basis, any contracting and hiring goals
set forth by the Owner. It is further understood and agreed that any such goals set
forth by the Owner are aggregate "best efforts" goals for purposes of administration
of the Project.
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2.1.9 Additional Services. The Owner may, from time to time, authorize the Project
Administrator to perform services within the Project Administrator's competency
other than the Basic Services ("Additional Services"). Exhibit 2 of this Contract
provides a partial list of services which, if authorized by the Owner, shall constitute
Additional Services, The Owner and Project Administrator shall agree, from time
to time, upon the Additional Services to be performed by the Project Administrator
by written Contract Revision. The Project Administrator shall be compensated for
Additional Services as provided in Section 5.5 hereof or as otherwise agreed to in a
written Contract Revision by the Owner and ProjectAdninistrator. The Project
Administrator shall not unreasonably withhold t agreement and consent to
perform Additional Services. If Owner so requests theProject Administrator shall
provide an estimate of the fees and costs associated v i any Additional Services
and a budget to be utilized in connection therewith.
2.2 Authority and Responsibility of the Project°:Administrator
2.2.1 The Owner hereby recognizes an
independent contractor to the Owner
Contract. In order that
Administrator's authori
agrees, simultaneous wi
and deliver to the Project Ainistrato
a letter of authorization substtiall
ontractor an
authorized
on an
e Project Administrator is an
e terms and conditions of this
chitect are able to rely on the Project
representative of the Owner, the Owner
d d`eli ry of this Contract, to execute
ontractor and the Architect a copy of
ached hereto as Exhibit 5.
2.2.2 The Owner and Project Administrator hereby agree that the Project Administrator
shall ha e the authori Ito negotiate Change Orders on behalf of the Owner, for the
Prolect,,ncluding change orders for'design and construction services, subject to the
Owner's a roy.
ject Administrator's authority granted in Sections 2.2.2 hereof does not
include costs associated with the Project Administration Services. Any changes to
the Project Administration Services must be approved by the Owner pursuant to
Section 7.1 hereof.
2.2.4 T eOwner shall have the right, at its option, to review and approve the selection of
atybcopsul ants, Subcontractors and Trade Contractors as may be proposed to
work o fide Project by the Project Administrator, the Architect and/or the
Contractor. In furtherance hereof, the Owner and Project Administrator shall
require that the aforesaid Owner -approval right be included in all applicable
contracts relating to the Project.
2.3. Limitations on Responsibility of the Project Administrator. The Project Administrator
is not, and shall in no event be, responsible or liable for any aspect of the Design Services
or Architect's Work, including, without limitation, architecture, design, engineering,
inspections, testing, quality control or design administration services, which will be
-ov l by the Arrhiiirt�ularlbel es A P.ment .LikasiasAllae..Erojeat
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Administrator is not and shall in no event be, responsible or liable for any aspect of the
Construction Services or Contractor's Work, including, without limitation, the construction
means, methods, techniques, sequences, procedures, inspections, testing, quality control,
safety programs and precautions which shall be carried out by the Contractor under the
Construction Services Agreement. In no event shall the Project Administrator have any
responsibility for construction means, methods, techniques, sequences or procedures or for
safety precautions and programs in connection with the Contractor's Work, which shall be
the sole responsibility of the Contractor, notwithstanding any of the rights and authority
granted the Owner in or under the Contract Documents. Theproject ject Administrator shall be
responsible for inspecting any portion of the Project for p} oses of verifying conformity
with the Contract Documents. The Owner, with assist aui ;r In the Project Administrator,
shall cause the foregoing responsibilities of the Architectr ntractor to be included
under their respective contracts with the OwneNotwithstanding,the foregoing, if the
Project Administrator observes or otherwise l riles aware of any fault or defect in the
Architect's Work or Contractor's Work, nonconformity of the Contracto ' Work with the
Contract Documents, or noncompliance , ;with applicable ,law, the Proj ect a dministrator
shall take reasonable and appropriate steps protect ?ie Owner's interests by giving
prompt written notice thereof to the Owner, Arehtec and Contractor. The foregoing shall
not release the Architect or the Contractor froth t' i responsibilities under the Contract
Documents.
2.4 Project Administrator Representations a
hereby represents an ants, as of:' a date o
The Project Administrator
act, that:
2.4.1 Project Administrator is a corporation duly organized and validly existing in good
standi , under the laws of the State, of Wisconsin and has all requisite legal power
and authority to execute and deliver the contract and to carry out its terms,
conditions
All ae ns of Pri
perforn a€nee. by
contemplate he
ect Administrator required to authorize the execution, delivery and
�oject Administrator of the Contract and the transactions
e been taken and are in full force and effect.
2.4.
: been duly executed and delivered and constitutes the valid, legal
gation of Project Administrator, enforceable in accordance with the
ter hereof except as the enforceability may be limited by applicable bankruptcy,
insolve'# cy, reorganization, moratorium or other similar laws affecting creditors'
rights generally and to the extent that the remedies of specific performance,
injunctive relief and other forms of equitable relief are subject to equitable defenses,
the discretion of the court before which any proceeding therefore may be brought
and the principles of equity in general.
2.4.4 There are no actions, suits or proceedings pending or, to Project Administrator's
knowledge, threatened, against or affecting Project Administrator before any court
or administrative body or arbitral tribunal that might materially adversely affect the
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ability of Project Administrator to meet and carry out its obligations under the
Contract.
2.4.5 The execution, delivery and performance by Project Administrator of the Contract
will not contravene any provision of, or constitute a default under, any other
agreement or instrument to which it is a party or by which it or its property may be
bound.
ARTICLE 3
OWNER RESPONSIBILITIES AND REPROREPRESENTATIONS
3.1 Owner's Responsibilities;
3.1.1. The Owner, in its sole and absolute'
representative authorized to act on
The Owner's initial representative is;
as may be appointed from time to Urn
discretion. The Owner or such authorize
submitted by the Project Administrator an
promptly render decisions
orderly progress of the Project.
Participants
Project A
frequen
may
Owne
Contract
meeti.
.ugh the Projt
I 9
nistrrat, r, shall se
' an semi-�n,onthl y (tom
acceptable to Owner) tc
epresentative, and au
ei
ation sareasonably necess
eretion, shall designate `'in time to time a
Owner's behalf with respect tto the Project.
o Boudet-,'Midas or such other individual
Owner in its sole and absolute
resentative shall examine documents
er Project Participants and shall
oid unreasonable delay in the
communicate with the Project
astrat, notwithstanding the foregoing, the
periodic -Project progress meetings (not less
times per month, or at such other intervals as
e attended by the Project Administrator, the
prized representatives of the Architect, the
;Subcontractors or Subconsultants whose
with respect to any particular Project progress
The Owner Sal fully cooperate with the Architect who shall be responsible to
assist the Owner in securing public and regulatory approvals for the Project and the
weer shall, cooperate with the Contractor who shall be responsible to secure
other permits, licenses and inspections, and Owner shall pay the fees
for such p its, licenses and inspections, unless such fees are to be paid by others,
as described in the Contract Documents.
3.1.3 In addition to those services provided under the Design Services Agreement, the
Owner may, with the assistance of the Project Administrator, authorize the services
of land surveyors, structural engineers, geotechnical engineers and other consultants
for subsoil, air and water conditions or other professional consultants when such
services are deemed necessary by the Project Participants to properly carry out their
work. The Owner may, with the assistance of the Project Administrator, authorize
mprbaniea1,z12am as ageatcanica1�3d1 a y. ar
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inspections, quality assurance programs and reports as set forth in the Contract
Documents, as are standard in the industry for projects similar in scope to the
Project, and as required by law. The services, information, surveys and reports
required by this Section 3.4 shall be furnished at the Owner's expense, unless such
documents or services are to be paid by others as described in the Contract
Documents.
3.1.4. If either the Owner or the Project Administrator
aware of a fault or defect in the Architect's
nonconformity with the Contract Documents, $1
notice thereof to the other party hereto. Th :
of
regoing
ves or otherwise becomes
or Contractor's Work or
shall give prompt written
shall also not release the
Architect or the Contractor from their ,responsibilities under the Design Services
Agreement or Construction Services Agreement, respectively. Project; Administrator
3.1.5 The Owner shall consult with the Project Administrator prior to acid nth respect to
decisions which are required to Its made 1.:e Owner under the Contract
Documents. If the Owner desires to ppde3 ection to the Architect, Contractor,
Subcontractors, Subconsultants or Trade `Contractors of any tier, the Owner will do
so by communicating suc3 directions through the Project Administrator as
described in the Contract .Nc "umi
3.1.6 Prior to the execution and deliveract the Owner agrees to provide the
Project Adminstrator with tie d�_� correct copies of all collective bargaining
agreements'°or other labor agreements to which the Owner is a party and which may
3.1.7
impace Work.
The Own
ner Control
munistrator s
ass tt; ofthe Project Administrator, may implement an
Insurance Prograin (the "OCIP") for the Project. The Project
be a named insured under the OCIP policies.
3.2 Owner Representations and Warranties. The Owner hereby represents and warrants, as
of the date of this Contract, that:
3.2.1 Owner is a municipality duly organized and validly existing in good standing under
the 1 ; s of the State of Florida and has all requisite legal power and authority to
executeand deliver the Contract and to carry out its terms, conditions and
provisions.
3.2.2 All actions of Owner required to authorize the execution, delivery and performance
by Owner of the Contract and the transactions contemplated hereby have been taken
and are in full force and effect. The Owner acknowledges that the Contract was granted
formal approval by the City of Miami in accordance with Resolution # 1
dated , 2005].
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3.2.3 The Contract has been duly executed and delivered and constitutes the valid, legal
and binding obligation of Owner, enforceable in accordance with the terms hereof
except as the enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors' rights generally
and to the extent that the remedies of specific performance, injunctive relief and
other forms of equitable relief are subject to equitable defenses, the discretion of the
court before which any proceeding therefore may be brought and the principles of
equity in general.
3.2.4 There are no actions, suits or proceedings pending; or, to Owner's knowledge,
threatened, against or affecting Owner before y court or administrative body or
arbitral tribunal that might materially adverselyaffect the=ability of Owner to meet
and carry out its obligations under the Contest.
3.2.5 The execution, delivery and performance by Owner of theEE contract will not
contravene any provision of, or can ' to a default under, any ot`"�,agreement or
instrument to which it is a party or b`bich it oats, property may be bound.
4.1 The Project Adminis
reasonable skill au
the Project Ad
authorized a
Administratio
days after the fin
4.2
ARTICLE 4
�r shall provi
e orderly;
imstration S` rvices sh
ustments and to delays no
rvices shall be complete'
w
edi as is consistent with
res's of the ?roject Administration Services, and
e commenced March_, 2005], and, subject to
used by the Project Administrator, the Project
n or before the date which is forty-five (45)
rranty (the "Basic Term").
ompletion of the Contractor's Work, or an agreed upon portion
endpstruction, or an agreed upon portion thereof, is sufficiently
er can69oiupy and utilize the Project, or agreed upon portion thereof,
is a requirement of the Owner that the completed Project shall be
t will be fully and beneficiall utilized in connection with the
football season.
4.3 If, through no fault of Project Administrator, the Project Administrator is delayed in the
progress of the Project by the negligent acts of the Owner, Owner's representatives,
employees, the Architect, the Contractor, separate Trade Contractors employed by the
Owner, changes ordered in the Work or Project Participants , labor disputes, fire, adverse
weather conditions not customarily encountered in the area surrounding the Project which
affect the progress of the Work or Project Participants, other causes beyond the Project
Administrators reasn0911lP rautruj. &lay resardins x.csa]liran rAC'-ee,d"l.S. Jar danJ
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other cause which the Owner and Project Administrator agree in writing is justifiable, the
Basic Term shall be reasonably extended by Contract Revision.
ARTICLE 5
PAYMENTS AND REIMBURSEMENTS; BASIS OF COMPENSATION;
5.1 Payments and Reimbursements
5.1.1 The Project Administrator shall deliver to the 0
Payment for Project Administration Services,
description of services rendered, correspondin°
,an itemized Application for
Mg the (number of hours,
y rate) information set forth in
Exhibit hereto, together with all supporting doeumentation reasonably
acceptable to the Owner, by the ten day of each month during the Basic
Term of this Contract.
5.1.2 Payments for Project Administra
Administrator by the Owner within ten
Application for Payment Owner shall ap
of the reasons for disapproval,Applications
after receipt of the AppliCationaceompanied
other documentation requir
ball be made to the Project
cays of the Owner's approval of the
Wye, or disapprove with an explanation
, Payment no later than days
supporting documentation and
5.1.3 The Project Administrator shall execute and deliver with each Application for
Payment for lhe Project Administration Services such waivers and releases of
mechanics lien rights (in a form 'acceptable to the Owner and in accordance with
applicable laws) with respect to the Project Administration Services provided by the
Project Administrator and covered by each Application for Payment and all prior
cations foriPayment for Project Administration Services.
asis of Compensation. Compensation for Project Administration Services shall include
ayment for all services,' except "Additional Services' to be provided by Project
Administrator under this Contract, including Basic Services and payment of Reimbursable
Expenses and shall in no` event exceed the sum of $6,000,000.00.
5.2.1 Basic Serviees. "Compensation for Basic Services include Direct Personnel
Expenses, General and Administrative Overhead Expenses and a Project
Administration Fee, as more specifically described in Exhibit " " hereto, and shall
not exceed $4,900,000.00
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5.2.2 Reimbursable Expenses. Reimbursable Expenses are those items authorized by
the Owner, in addition to the Direct Personnel Expenses, General and
Administrative Overhead Expenses and Project Administration Fee as described
above, and shall include the following direct out-of-pocket consumable
expenditures, all of which shall be in reasonable amounts and charged at the Project
Administrator's cost without mark-up, incurred by the Project Administrator in the
interest of the Project and other expenses as agreed to from time to time by the
Owner and Project Administrator. The total amount ;allocated to Reimbursable
Expenses shall not exceed $600,000.00:
.1 Expenses of transportation and other reasonable�travel related expenses in
connection with the Project Administrator's personnel travel for the Project,
subject to the limitations of Section ,12.061, Florida taatutes; and
.2 Travel and subsistence expenses`j(e.g. living expenses and, aer diems) of the
3 ec.E, ., i
Project Administrator's personnel for travel in connection with the Project,
subject to the limitations of Section 112 061,"Florida Statutes; and
.3 Long distance communication an t=;;teleconferencing associated with the
Project; and
.4 Expenses of posta
Admir}saaor's office
.5
ator.
ss , delivery from the Project
ting an reproductions associated with the Project
ervices and the Project; and
and between the Owner and Project.
5.3 I the scope of the Project is changed materially, the amount of Compensation for Project
ministration Services shad be equitably adjusted as an Additional Service and paid as
scribed in Section 5.5 hereof
5.4 If, thropp no fault of e Project Administrator, the Project Administration Services have
not been completed within one (1) month of the expiration of the Basic Term described in
Section 4.1 he eof, a Compensation for Project Administration Services for those services,
provided by the Project Administrator following the Basic Term shall be deemed to be
Additional Services and paid in accordance with Section 5.5 hereof.
5.5 Additional Services. The amount of compensation for Additional Services shall be
negotiated prior to the rendition of services, provided, however, that the Direct Personnel
Expenses ("DPE") for Additional Services of the Project Administrator shall not exceed
3% over the Project Administrator's hourly billing rates (US) in effect on the date of this
Contract., as set forth in Exhibit "" hereto.
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ARTICLE 6
PROTECTION OF PERSONS AND PROPERTY
6.1 The Owner and Project Administrator understand and agree that the Contractor will be
solely responsible for, and shall initiate, maintain and provide, supervision of safety
precautions and programs in connection with the performance of the Contractor's Work on
the Project. The Owner and Project Administrator agree that the, Contractor shall be solely
responsible to take all reasonable precautions for safety of, and to provide reasonable
protection to prevent damage, injury or loss to: (1) employees on the Project and other
Project Participants who may be affected thereby; (2) the Construction Services and/or the
Contractor's Work, materials and equipment to be`3incorporate e therein; and (3) other
property at or adjacent to the Project site.
ARTIC
CHANGES IN T
A Contract Revision related to the
by the Owner and Project Admixustra
authorizing a change in the Project:'
from a change in
between the Owner
o'ect A stra
roject Administrator before issuance of the Contract Revision.
ect Administration Services is a written order signed
and issued after execution of this Contract,
inistration,Services. ;Costs to the Owner resulting
on Services shall be determined in writing
8.1 The Project Administrator,In consultation with the Owner, shall promptly direct the
ontractor or Architect to correct Construction Services or Design Services, respectively,,
rejected by the Owner; and shall direct the Contractor to correct Construction Services
and/or the Contractor's Work found to be defective or nonconforming within a period of
one (1) year from tkledate of Substantial Completion of the Contractor's Work or
designated, iothereof, or within such longer period provided by any applicable specials
or extended w
ARTICLE 9
MISCELLANEOUS PROVISIONS
(SUBJECT TO RISK MANAGEMENT REVIEW)
9.1 Project Administrator's Liability Insurance
Orange Bowl Stadium Project Management Agreement 14
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
9.1.1 The Project Administrator shall maintain at its sole cost and expense, during the
Basic Term of this Contract and any additional term of this Contract, insurance
coverage for commercial general liability, automobile liability, professional liability
and workers' compensation in forms and amounts substantially in accordance with
the insurance coverages set forth in Exhibit 6 attached hereto and made a part
hereof. The Project Administrator shall cause the Owner to be an additional
insured under the general liability insurance policies required to be provided by the
Project Administrator for the Project. The Project; Administrator shall be
responsible to provide, and to cause its insurer to pr vi e, the Owner with thirty
(30) days' prior written notice in the event of cane on, non -renewal or material
9, «1
modification to the insurance policies requir a hereunder. Certificates of the
Project Administrator's insurance acceptable-1 'e Ov ;;shall be delivered to the
Owner within thirty (30) days of executli`is Contract and the Contract can be
terminated at the Owner's option upon Written notification thereof if such insurance
certificates are not provided to the 0
9.2 Owner's Insurance
9.2.1
The Owner shall be responsible to purchase
be purchased by the Owner din Article 13 of th
Project Specific Professio l Li biltt + Insuran•
Twenty Five Million and 00/1,00 ($2 .0
the Project Administrator to
to be provided`'tlte
Insurance acceptable
Admistrator within �.
This Contract can be t
notification 'thereo
Administrator
provisio } that cat
(30) days' l r
Owner shall
Project Adm
cancellation,
uired hereunto
and maintain the insurance required to
eneral Conditions, inclusive of a
to an amount of not less than
0) 3Dollars. The Owner shall cause
insn under insurance policies required
Owner, Architect and Contractor. Certificates of the Owner's
to the Project Administrator shall be delivered to the Project
tarty (30) dijy; of placement by the Owner of such insurance.
ernated at the Project Administrator's option upon written
such a ranc `certificates are not provided to the Project
accordance herewith. The insurance policies shall contain a
erage will not be canceled or allowed to expire until at least thirty
'or written notice has been given to the Project Administrator. The
be responsible to provide, and to cause its insurer to provide, the
strator with thirty (30) days' prior written notice in the event of
non -renewal or material modification to the insurance policies
er.
9.3 Owner's Protiei►°insurance
9.3.1 The Owner shall purchase and maintain property insurance as required to be
purchased in Article 13 of the General Conditions.
9.4 Loss of Use Insurance
9.4.1 The Owner, at the Owner's option, may purchase and maintain such insurance as
will insure the Owner against loss of use of the Owner's property due to fire, delays
rlat]acr ilazarris„..boureirerrausack Mae Cow= waivrsall_14s41...actiau aans+t
Orange Bowl Stadium Project Management Agreement 15
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
the Project Administrator, and its Subconsultants and employees, for loss of use of
the Owner's property, including consequential losses or damages resulting from
such loss of use, however caused. The foregoing waiver is in addition to the waiver
contained in Article 13 of the General Conditions.
ARTICLE 10
INDEMNIFICATION
The Project Administrator hereby agrees to index, defnd and save harmless the
Owner, its officials, agents and employees (the "Project Adm ni trator's Indemnitees")
against liabilities, obligations, claims, losses and'expenses arising from loss, personal
injury or property damage (1) caused or created by the negligence, , error, omission or
willful misconduct of the Project Administrator, its Subconsultants == dents and its
employees, and arising out of the Project Administrationinistra IServices performed hereunder,
E 33 .n
or (2) arising out of injuries or property buffered or allegedly suffered by
employees or agents of the Project Administrator ," or its Subconsultants, in the
performance of the Project Ad ii istrat on Services hereunder; except to the extent that
any such injury or damages is the resit ;of or arise but of the gross negligence or
intentional misconduct of the Owner The Prof€ect Administrator shall pay all claims and
losses, shall defend all actions in t se name of the er When 'applicable, and shall pay
all costs, including, thout limitation, reasonable atto `iey's and appellate attorney's fees
and judgments which may Issue thereo
This provision s
11.1 Dispute Resolution WAIVER OF TRIAL BY JURY
nor completion of this Contract.
ARTICLE 11
LANEOUS PROVISIONS
s, disputes or other matters in questions between the Project Administrator
and Q 1 sr arising out of or relating to this Contract, or the breach thereof, shall
be initially subject to mediation by a mediator to be selected by the parties, as a
condition precedent to litigation. Unless the parties mutually agree otherwise,
such mediation shall be conducted in accordance with the Construction Industry
Mediation Rules of the American Arbitration Association in effect at the time of
the claim. Requests for mediation shall be filed in writing with the other party to
this Agreement, The parties shall endeavor to expedite the mediation and, if'
necessary, any litigation or arbitration during the actual construction of the
Project. The parties shall share the Mediator's fee and any mediation filing fees
egoall T.he n14Winn £hall be .ccuadarled in Mimi. Flarad4. parties
mutually agree otherwise. Agreements reachedin meaiafion shal ibe set Torah in
Orange Bowl Stadium Project Management Agreement 16
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
writing and executed by both parties and shall be enforceable as settlement
agreements in any court having jurisdiction thereof.
11.1.2 Claims, disputes or other matters in questions between the Project Administrator
and Owner arising out of or relating to this Agreement, or the breach thereof,
which are not resolved by mediation shall be subject to and decided by litigation
exclusively in the State or Federal courts of Miami -Dade County, Florida, unless
Owner elects, in its sole discretion, to have such claims .,,disputes, or other matters
in questions, be subject to and decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration Association
currently in effect. Project Administrator consentsthe exclusive venue of the
State and Federal courts of Miami -Dade County 'Flori
11.1.3 Any mediator used shall be certified tn; accordance with Flo da law. Mediation
will be conducted in Miami -Dade
11.1.4 IN THE EVENT OF LITI
HEREBY KNOWINGLY, I
INTENTIONALLY W
BY JURY IN RESPE�
COUNTERCLAIM A
AGREEMENT, OR BRED°
THE WORK. OR ANY CO`
STATE
ACTIO
ALL
DECI
s
11.2 "'-':Subconsultants
ES A
N
HETH
TIO
NS
TE
TION
JECT ADMINISTRATOR
Y, VOLUNTARILY AND
NY RIGT IT MAY HAVE TO A TRIAL
Y ACTII, PROCEEDING, CLAIM, OR
RELATING TO THIS
Y IN CONNECTION WITH
CT, COURSE OF DEALING,
L.... ` R WRITTEN), OR ANY
EITHER PARTY. OWNER RESERVES
WHETHER THE DISPUTE WILL BE
R BY A JURY.
all survive completion or termination of this Contract.
11.`2;I. ;The Project Administrator, as soon as practicable after execution of this Contract,
1 furnish tolhe Owner in writing the names of the persons or entities the Project
strator Will engage as Subconsultants in accordance with the Project
Admtion Services for the Project. The Owner shall have the right to approve
all Subcbnsultants proposed by the Project Administrator for the Project, which
approval shall not be unreasonably withheld.
11.3 Termination by the Owner or Project Administrator and Other Remedies
11.3.1 In the event of non-payment, or other material breach of this Contract which is not
cured by the Owner within thirty (30) days of receipt of written notice of such non-
payment or material breach by the Project Administrator, the Project Administrator
na y�s�its.salCandrulusiwzernedy, tEtrminakilzis ralatactiurigiviligDx resat
less than ten (10) days' prior written notice of termination. In such event, and
Orange Bowl Stadium Project Management Agreement 17
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
provided Project Administrator is not in default under this Contract, the Owner
shall pay to the Project Administrator for Work executed to the date of termination
plus actual demobilization costs incurred in a reasonable and prudent mariner by the
Project Administrator.
11.3.2 In the event of a breach of this Contract by Project Administrator, which is not
cured within thirty (30) days of receipt of written notice of such breach, then Owner
may, in addition to all other remedies available in equity and at law, terminate this
Contract by giving Project Administrator not less th a Seri(10) days' prior written
notice of termination, whereupon all of O's obligations to Project
Administrator, and Project Administrator's rights r def this Contract shall cease.
11.3.3 The Owner may terminate this Contract at any time, upon not Mess than sixty (60) days'
prior written notice of termination, for convenience In such {event the Owner shall
compensate the Project Administrator for Work executed to the da f termination plus
actual demobilization costs incurred, rn a reasonable and prudent mate by the Project
Administrator and an additional two`'(2,) months of the;Project Administratk n Fee beyond
the date of termination.
11.4 Termination of the Architect, D+ jgn;.;Consultant or
ractor
11.4.1 In case of termination of thc tee e Contra
part of the Project Administrate, s Basic vices assi�
of another Iawfullsy licensed person or entityto;Ae
Contract Doeuii
12.1 N
TILE 12
PRO T.ISIONS
the Project Administrator shall as
Owner in securing the services
arm the services set forth in the
PP, onnection with thd''performance of Project Administration Services under
ontract, th ,'roject° dministrator agrees not to discriminate against any employs or applicants
r employment','luse o e, race, sex, national origin, ancestry, religion or color. This
vision shall include the followig: employment, upgrading, demotion or transfer, recruitment or
rwtment advertisin , layoff or -'termination, rates of pay or other forms of compensation, and
onfor training.
zg€"yii3::_z
12.2 Legal Rej ntatio , ee The Owner agrees to provide compensation as an Additional Service for
the Project -a �� : for s costs of legal representation involved with any claims or suits brought
against the Owner and / or Project Administrator in accordance with the Project, and compensation
for the time and expenses of the Project Administrator's legal counsel or to provide acceptable legal
counsel to the Project Administrator at the Owner's expense, and reasonable compensation for the
time and expenses of the Project Administrator's personnel involved in such claims or disputes,
other than those arising from disputes between the Owner and Project Administrator in accordance
with the Project Administration Services to be performed under this Contract or any portion of the
Project described or contemplated herein or in the Contract Documents.
12.3 Successors and Assigns. The Owner and Project Administrator each bind themselves, their
partners, successors, permitted assigns,, and legal triprrsentatives to the other party to Ibis j'full-mat
'and -to e'partners,-succeSSUrS, permitted assigns, an7l1eggl representatives oT sudh other party with
Orange Bowl Stadium Project Management Agreement 18
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
respect to covenants of this Contract. Neither the Owner nor the Project Administrator shall assign
this Contract without the prior written consent of the other, which consent shall not be unreasonably
withheld.
12.4 Legal Relations. Nothing contained in this Contract shall create a contractual relationship with or a
cause of action in favor of any third party against the Owner, the Project Administrator or any other
third party beneficiary. Notwithstanding the foregoing, the parties hereto acknowledge and agree to
the third party beneficiary conditions as set forth herein.
12.5 Governing Law. This Contract shall be governed by the internal jaws of the State of Florida.
12.6 Time is of the Essence. Time is of the essence with respectntract and the performance of
any and all obligations hereunder.
12.7 Confidentiality. The Project Administrator shall tree all information an data furnished to it by
the Owner or otherwise obtained or prepared by the:Project Administrator coneeming the Project
and the Project Administrator's Services and compensation hereunder that is identified in writing to
the Project Administrator by the Owner as confidential and shall not disclose any of e same to any
other person or entity unless required to do so in connection with the Project. The Owner and
Project Administrator acknowledge the Project to be a p tblic project subject to any applicable
legal requirements of disclosure of all documents and information. Owner and Project
Administrator shall use reasonable efforts to maintain information they deem to be confidential as
such. The foregoing shall not prohibit such disclosuresay be necessary in the Project
Administrator's performance of services being provided on the Project or in its' normal course of
business. The Project Administrator shall instruct its employees and Subconsultants of this
obligation and shall ase its commercially reasonable e s" to ensure full compliance. The
provisions of thisSection 12.7 shall survive termination of this Contract.
12.8 Notice. Any notice, consent, approval, submission or other communication (collectively
"Notices") require or permitted to b liven under this Contract shall be in writing, except where
oral Notice is specificall Permitted under thisContract, and shall be deemed duly given only if (a)
delivered 'in person with receipt acknowledged, (b) sent by Federal Express or other nationally
reeitignized overnight courier, (c) by facsimile, provided that a hard copy is simultaneously sent by
any of the means set forth in (a), (b) or (c) hereof, or (d) deposited in the mail, first-class certified or
gistered mail, postage prepaid; return receipt requested, in each case addressed as follows, or to
suchsit& other address or individual as either party may specify from time to time by written Notice in
the manner provided herein:
the Project Administrator, addressed to the address for the Project
U istrator on the cover page of this Contract
.2 If to the Owner, addressed to the address for the Owner on the cover page of this
Contract
Any Notice shall be deemed given and received when received by the party to whose attention it
was so delivered. A party shall acknowledge in writing receipt of any Notice delivered to it in
person.
12.9 Headings. Headings of particular sections are inserted only for convenience and are in no way to
be inns,pd to be apai ,afits ffntwat nr,as a Jimitaliaa aloe sccipe fhesecti nsla which thgy
Orange Bowl Stadium Project Management Agreement 19
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
refer. All exhibits attached hereto are incorporated herein by reference and hereby made a part
hereof.
12.10 Severability. The various terms, provisions and covenants herein contained shall be deemed
separate and severable, and the invalidity or unenforceability of any of them shall in no manner
affect or impair the validity or enforceability of the remainder of this Contract.
12.11 Waiver. No waiver of the terms, conditions and covenants of this Contract shall be binding and
effective unless the same shall be in writing signed by the party whose rights or benefits are being
waived.
12.12 Limitation on Liability. The obligation of the Project Administrator to pay any damages,
liabilities, obligations, losses or expenses whatsoever pursuant to ,is Contract or the Project,
including the indemnity obligations of the Project Administrator as S. t; forth in Section 10.1.1
hereof, shall not exceed the insurance coverages provided by the Project Administrator or the
Owner hereunder. To the extent that the Project dministrator's or Owner' 'insurance does not
fully cover any such damages, liabilitte ,= obligations, losses or expenses, the Project
Administrator's liabilities shall not exceed One -I ndred Fi ousand and 001r00'1(8150,000.00)
Dollars (US) regardless of the cause or extent of ad+ i damages, liabilities, losses or expenses. The
Project Administrator is responsible for costs the roject administrator may incur in defending
claims against the Project Administrator initiated by tl e Owner. The provisions of this Section
12.12 shall survive termination of this-°Cont ;act.
12.13 US Dollars. All monetary amounts .set forth m his Contract, in the exhibits to this Contract are
p p y pded other i with respect to that specific amount.
expressed in US Dollar unless ex reslprovided
s
12.14 Third Party Beneficiaries. It is expressly agreed and understood that (i) the Project
Administrator is a"third party beneficiaries of all the promises made by the Owner in the Contract
Documents, and (i) the Owner is a third party` beneficiary of all of the promises made by the Project
Administrator in lthe ,Con tmet Docum ts The rights of third party beneficiaries as described
herein shall , be consistent with tfid tract Documents and any amendments thereto. The
responsibilities and liabilities of the Owner and the Project Administrator, as the case may be,
ward such third; party beneficiaries shall be consistent with the Contract Documents and any
endments there`
12.15
12.16
12.17
Employment Restrictions. The parties hereto agree not to employ persons of the other
organization for a period of two (2) years beyond the Basic Term of this Contract.
Counterpa
be deemed an
This Contract may be executed in two or more counterparts, each of which shall
Mat and all of which together shall constitute one and the same instrument.
Entire Agreement. This Contract represents the entire agreement between the Owner and Project
Administrator and supersedes any prior negotiations, representations or agreements. This Contract
may be amended only by written instrument signed by both Owner and Project Administrator. In
the event of any conflict or ambiguity between the terms of this Contract and any of the Contract
Documents, as between the Owner and the Project Administrator, the terms and conditions of this
Contract shall apply.
IBIS CONTBACT.isPn+ intoas nfLe dayandyyar first wzittr.n.abovt.
Orange Bowl Stadium Project Management Agreement 20
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
OWNER:.
THE CITY OF MIAMI, FLORIDA
By:
Title:
PROJECT ADMINI RATOR:
HAMMES , CO .ANY `';SPORTS DEVELOPMENT,
INC.
By:
Title:
Orange Bowl Stadium Project Management Agreement
CONFIDENTIAL DRAFT January 26, 2005
21
Hammes Company
{
EXHIBIT 1
MASTER PROJECT BUDGET
The Preliminary Master Project Budget is based upon the documents described herein and includes pricing
based upon a 2007 completion date. The actual Master Project Budget shall be established by the Owner and
the Project Administrator based upon the fmal project scope and a 2008 completion. This Preliminary Master
Project Budget is attached hereto and included herein as Exhibit 1.
Orange Bowl Stadium Project Management Agreement 22
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
2. Master Project Budget(s). The Projec
establishing, and thereafter periodically updating, the Master;!
Administrator will be responsible for monitoring and ev
periodic reports to the Owner on the Master Project B
3. Master Project Schedule(s). The Pt
establishing, and thereafter periodically updating, the Master
Administrator will be responsible for monitoring and evaivatinj
periodic reports to the Owner on the Master
appropriate milestones and will identify the
develop an overall Project critical path. The Project Admini
and phasing associated therewit.to attempt to identify rr
phasing of the Project and revenue oppo unities as a l'`therewit
EXHIBIT 2
PROJECT ADMINISTRATION SERVICES OR BASIC SERVICES
The Project Administration Services to be provided by the Project Administrator, pursuant to Section 2.1 of
this Contract. include:
1. Project Administration. - The Project Administrator shall assist the Owner in the assignment
of responsibilities among and between the Project Participants and other service providers involved in the
Project. The Project Administrator will monitor and evaluate the perform ar ce; of those firms and individuals
under contract with the Owner. The Project Administrator will assist in tl a solicitation of proposals for
professional services, negotiation and the award of contracts and purchase orders.
Administrator 11;; assist the Owner in
oject Budget(s) forhe Project. The Project
g the Master Project Bt et(s) and providing
ator will assist the Owner in
Schedule for the Project. The Project
Master Project Schedule and providing
chedule Sd i aster Project Schedule shall include
oration of the various portions of the Work and
will evate the Master Project Schedule
s of optimizing the sequencing and
4. Procurement and Award The Project Administrator will review and evaluate proposals, bids
and work authorizations' d make recommendations to a Owner for the award of contracts, trade contracts
and service contracts involved in ' ri4triietaon of the Project. The Project Administrator will direct the
Contractor in the; development ofa Schedule of for reporting the Cost of the Work.
5. Project Communk;katio
comm Cations among and be
The Project Administrator will serve as a catalyst to facilitate
Project Participants and other parties involved with the Project.
6. Pli is and Regulatory Approvals The Project Administrator will coordinate activities of the
Project Participants as required to secure public and regulatory approvals required by governmental agencies
having jurisdictionpver the Prole
7. Payment ProeOs and Change Request. The Project Administrator will review and.
evaluate Applications for :,Payments submitted to the Owner for clarity and completeness. The Project.
Administrator will make recommendations to the Owner for disbursements, retainage and close-out of
contracts and purchase orders. The Project Administrator will establish and maintain a cash -flow and project
accounting system for the Project.
8. Close-out and Commissioning. The Project Administrator will assist the Owner in the
close-out of construction and start-up operations of the Project.
9. Targeted Business Contracting Program. The Project Administrator will assist the Owner in
She+prwaratinnandaciministrationDfaTarrse.tal inecsContractiraPro ranafcarSlaePrg
Orange Bowl Stadium Project Management Agreement 23
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
10. Other Duties. The Project Administrator shall perform other services as described in this Contract.
These duties shall include coordination of activities involving the Owner and other Project Participants as
described in this Contract.
11. Services
The following are intended to delineate the type of services expected to be provided by the Project
Administrator during the various phases of the project.
A. Conceptual Design Phase
1. Review development plan and design concepts with Own
2. Facilitate meetings of Owner's Project Team and document decisions made as well as key
discussion points in meeting minuets.
3. Recommend to Owner actions to be taken to ffcilitaprogress ;the redevelopment.
4. Draft, distribute and review with the Owner a proposed Master ?inject Budget.
B.
5. Recommend for approval by the Owner a M r'Project Budget.
6. Revise and update the Master Project Budget as directed by the Own
7. Draft, distribute and review with the a proposed Master Project Sel
S. Recommend for approval by the Owner a Master Pro), :Schedule.
- 9. Revise and update the Master Project Schedule as cled by the Owner.
10. Draft, distribute and review with the Owner` prop "fed Construction Phasing Plan.
11. Recommend for approval, ,by the Owner a Construction Phasing Plan.
12. Revise and update the Con ction P asing Plan as 1 rcted by the Owner.
13. Prepare and recommend evaluation e r a for Archit
14. Review and comment on draft P preps
15. Review proposals submitted by`hitec,;
•
16. Recommend Ito Owner selections ot` itects for `�sh'ort` list".
of 17. Review oral presentation of short listed proposers.
18. Reco menndation to OW* of the proj is Architect.
� ,i:
19. Review and comment O;draft contract for Architect.
20. Coordinate 'requirements f th ponce Idesign with on -going structural repairs of the
ange Bo
n goinstructural repair scope
raft, di bute'and review with the Owner a complete set of Notes of Clarification. The
Notes of Clarificationwill delineate the program and design requirements for the project,
and will be itsas a staff ddard by the Architect for the design of the redeveloped facility.
Perform preliminary investigation, and finding of fact, of utility connections and capacities
t the project sit
24. erform preliminary investigation, and finding of fact, of planned construction, construction
oificat on to adjacent properties to the project site; or projects that may have an effect
upon 1 € of t, or the projects goals.
Design Phase
1. Monitor progress of the Architect throughout design.
2. Review design for compliance with project goals and requirements. (Design includes, but is
not limited to drawings and specifications.)
3. Perform market research.
4. Perform periodic reviews of design documents and determine if documents reflect the work
to be within the project budget.
5. Monitor development of Architect Quality Control and Testing Programs.
f�. 1levelgp Q a]ity.AssurancePro�am.
�. 'Report toThe 'Owner on progressin The aesign of fhe project.
Orange Bowl Stadium Project Management Agreement 24
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Hammes Company
8. Facilitate meetings of Owner's Project Team and document decisions made as well as key
discussion points in meeting minuets.
9. Review monthly applications for payment to the Architect.
10. Submit recommendations to the Owner for payment to the Architect.
11. Once approved by the Owner, distribute payment to the Architect.
12. Facilitate the establishment of goals and procedures for implementation of targeted
businesses and workforce on the project.
13. Facilitate review and approval of the project by Authorities Having Jurisdiction (permits).
14. Maintain the Notes of Clarification by updating the delineated project goals, requirements
and design criteria as directed by the Owner and as the Archlteetrequests clarification.
15. Prepare and recommend scope of work for Contractor.
16. Prepare and recommend evaluation criteria for Con
17. Review and comment on draft RFP prepared by Owner forsolicitation of proposals from
Contractors.
18. Review proposals submitted by Contractor
19. Recommend to Owner selections of Con
20. Review of oral presentation of short lisp
21. Recommendation to Owner of the prof
22. Review and comment on draft contract for
23. Prepare and recommend scope of work f
agencies etc.).
24. Prepare and recommend eva
Owner.
25. Review and comment on draft-lP prepare
26. Review proposals submitted by 'Consultax
27. Recommen kc ner elections 'of Consultants for "Short list".
28. Review offal presenta` on of short�listed proposers.
29. Recommendation to O r of the project's Consultant.
30. Revie and comment ;draft contract;for Consultant.
31. Recommend action t b � ; t y the Owner to maximize benefits of the project.
C. Cons
6.
7.
8.
9.
10.
11.
12.
Supervise
Review con
Report to the
acilitate meet
iseussion poi
Review moat
�E<.,
onstruction.
ssurance Program,
Ection anct4sign for compliance with project goals and requirements.
er on progress in the construction of the project.
s of Owner's Project Team and document decisions made as well as key
in meeting minuets.
applications for payment to the Contractor.
s:
Oar for "short list".
proposers.
. Contractoa
rr
or
its as required by the project (testing
it ;criteria for Consultants to be under contract with the
Subi i t iree f r endations to the Owner for payment to the Contractor.
Once approved by the Owner, distribute payment to the Contractor.
Review monthly applications for payment to the Architect.
Submit recommendations to the Owner for payment to the Architect.
Once approved by the Owner, distribute payment to the Architect.
Review monthly applications for payment from project Consultants under contract with the
Owner.
13. Submit recommendations to the Owner for payment to Consultants.
14. Once approved by the Owner, distribute payment to Consultants.
15. Review proposed uses of Construction Contingency by the Contractor.
Alaintain.a `:P.endir Charge Report" track prgpas,ed 4uses Af Dozier and Construction
rion
"Contingency - expected, committed and contracted.
Orange Bowl Stadium Project Management Agreement 25
CONFIDENTIAL DRAFT January 26, 2005
Hammes Company
17. Recommend to the Owner distribution of contingency.
18. Review Contractor's project budget to ensure compliance, and total agreement, with the
Master Project Budget. (All changes in the schedule of values and disbursement of
contingency are to be kept current.)
19. Assist in the coordination of the work between all project participants - Contractor,
Architect, City Employees, County and Federal Government as well as other Consultants,
suppliers and Contractors under contract with the Owner etc.
20. Recommend action to be taken by the Owner to maximize benefits of the project.
D. Commissioning Phase
1. Facilitate review and approval of project by Authorities Having Jurisdiction (Certificate of
Occupancy).
2. Monitor final inspection of construction by Archite;
3. Monitor punch -list remediation by Contractor,.,;,';;,.
4. Monitor training of Facility Operations personnel`'by Contractor.
5. Review close-out procedures of Contract
6. Review applications of final paymentil,}, Architect and Contractor.
7. Submit recommendations to the Owner for payment tqe;Architect and Contractor.
8. Once approved by the Owner, distribute patent to fifth;Architect and Contractor.
9, Facilitate warranty inspection by Architect..
10. Monitor warranty remediation work by Contract
11. Recommend action to be takers"ley the,:Owner to maximize benefits of the project.
12. Monthly Report
Each month the Project Administratot.. will submit f :montltl repot the Owner. This report will summarize
the status of the project, as well ° as delineate "next si s' to''be taken' in ft a advancement of the project goals.
The monthly report will,* ude the foliowing sections:
A. Executive Summary This fiction will provide in narrative and standard graphics form (same
overview of the status of schedule and budget against the overall goals for the
each month)
project. A lis
included.
B. Project Budget ` itis section will include a complete project budget, updated to known
expenditures,- ommitnients and projections.
C. ;'' " Pending Change Report - The Pending Change Report lists how the funds designated in the
Project Budget as "Contingency" are expected to be spent over the months ahead. This section
will delineate the complete listing of all commitments to Owner and Construction Contingency.
'Oae committed, *Well as projected costs for defined future cost exposures.
D. Case Flow — This section will project an estimated cash outlay for each month remaining in the
proje t. Tlie cash f ow will be updated each month to reflect expenditures, cost history of the
project to d_ Well as observed and expected spending trends.
E. Notes of Clarification — This section will be included in the monthly report during the design
phase of the project. The Notes of Clarification is a narrative and graphical delineation of the
project requirements and design program. It will be maintained by the Project Administrator and
used as a guide and standard for the design of the project by the Architect.
F. Other — As other key issues in the redevelopment reveal themselves through the course of the
project these salient concerns can be tracked, and reported on in designated sections of the,
Monthly Report.
The Additional Services that may be provided by the Project Administrator, pursuant to Section 5.5 of this
Contract. include the following:
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1. Project development or development services involving ancillary or related retail or entertainment
development on the Project site;
2. Feasibility and fmancial analysis or advisory services.
3. Legal representation or other professional services.
4. Targeted Business Outreach program.
5. Targeted Business Technical Assistance program.
6. Trade Contract Procurement (e.g. Scoreboard, etc.).
7. FF&E Procurement.
8. Project Marketing Services and Sponsorships.
9. Public and Community Relations Program.
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EXHIBIT 3
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EXHIBIT 4
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EXHIBIT 5
[On Owner Letterhead]
, 200_
[Contractor]
Attn:
[Architect]
Attn:
Re: [insert] (the "Project")
Dear
Regarding the above -captioned Project, please advised that City of Miami ("Owner") has
entered into a Project Administration Agree er tE the "Project Administration Agreement") with Hammes
Company Sports Development, Inc. ("Hammes Comp ly" or "Project, drninistrator"). Among other things,
the Project Administration Agreement includes tfollowtn9
Owner has appoin
purposes set forth urn
Agreement with autho
Agreement and Design S
mmes Cclrpy as our duly authorized representative for all of the
r the Consruction Services Agreement and Design Services
to bind 0,;Owner as set forth in the Construction Services
rvices Agreement.
2. Owner has agree 1 to'the General` Cox}' iitions of the Contracts for Design and Construction,
owner agreed to fulfill all of the obligations assigned to the Owner under the
GeneratJConditions, the Design Services Agreement, the Construction Services Agreement
and otherContract Documents.
Unless you are pstructe& differently by the Owner in writing, the Contractor should take
direction frorn;-;'the Project Administrator and communicate through the Project
Administrator tot ;purposes of the Owner's involvement or responsibilities as defined in the
Con dim) Services Agreement. The Architect should take direction from the Project
Admire for and communicate through the Project Administrator for purposes of the
Owner's Volvement or responsibilities as defined in the Design Services Agreement.
The City of Miami welcomes your continued interest and involvement with the Project.
Yours very truly,
CITY OF MIAMI
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•
EXHIBIT 6
PROJECT ADMINISTRATOR'S INSURANCE
The Project Administrator's insurance certificates are attached hereto and included herein as Exhibit 6
The insurance coverage provided by the Project Administrator in accordance with the terms and conditions
of this Project Administration Agreement, include:
A. Commercial General Liability
General Aggregate Policy Amount of $2,000,000
Products / Completed Operations Aggregate Policy Amount of $2,000,000
Each Occurrence Policy Amount of $2, l00,000
B. Automobile Liability
Combined Single Limit Policy Amount of $1 0C1 ,000
C. Workers' Compensation
Policy Amount Co forms to Statutory emits
D. Employer's`
Each Acei
se - Policy Limit of $500,0
ee Policy �rnp�Ay Y Limit of $500,000
E. Professional Liability
gregate Project Policy Amount of $2,000,000
500000
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31
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EXHIBIT 7
OUTLINE OF PAYMENTS AND TERMINATION EXPENSES
The following Outline of Payments and Termination Expenses is attached hereto and included herein as
Exhibit 7.
32
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Erg
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33
Orange Bowl Stadium nPAoje t Management
ai e t Agreement
Hammes Co
EXIIBIT 9
MASTER PROJECT SCHEDULE
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