HomeMy WebLinkAboutExhibit 1City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category
Contract Type
Project (if applicable)
Consultant
Comprehensive Architectural and Engineering
Project Specific
College of Policing
Spillis Candela DMJM
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS 4
ARTICLE 2 GENERAL CONDITIONS 5
2.01 TERM. 5
2.02 SCOPE OF SERVICES 5
2.03 COMPENSATION 5
ARTICLE 3 PERFORMANCE 5
3.01 PERFORMANCE AND DELEGATION 5
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 5
3.03 Consultant KEY STAFF 5
3.04 TIME FOR PERFORMANCE 5
3.05 DESIGN RESPONSIBILITIES 5
ARTICLE 4 SUBCONSULTANTS 6
4,01 GENERAL 6
4.02 SUB -CONSULTANT RELATIONSHIPS 6
4.03 CHANGES TO SUBConsultantS 6
ARTICLE 5 DEFAULT 6
5.01 GENERAL 6
5.02 TIME TO CURE DEFAULT: FORCE MAJEURE 6
ARTICLE 6 .TERMINATION OF AGREEMENT 7
6.01 City'S RIGHT TO TERMINATE 7
6.02 CONSULTANT'S RIGHT TO TERMINATE 7
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 7
ARTICLE 7 DOCUMENTS AND RECORDS 7
7.01 OWNERSHIP OF DOCUMENTS 7
7.02 DELIVERY UPON REQUEST OR CANCELLATION 8
7.03 RE -USE BY City 8
7.04 NONDISCLOSURE 8
7.05 MAINTENANCE OF RECORDS 8
ARTICLE 8 INDEMNIFICATION 8
ARTICLE 9 INSURANCE 8
9.01 COMPANIES PROVIDING COVERAGE 8
9.02 VERIFICATION OF INSURANCE COVERAGE 8
9.03 FORMS OF COVERAGE 9
9.04 MODIFICATIONS TO COVERAGE 9
ARTICLE 10 MISCELLANEOUS 9
10.01 AUDIT RIGHTS 9
10.02 ENTIRE AGREEMENT 9
10.03 SUCCESSORS AND ASSIGNS 9
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 9
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 10
10.06 NOTICES 10
10.07 INTERPRETATION 10
10.08 PRIORITY OF PROVISIONS 10
10.09 COMPLIANCE WITH LAWS 10
10.10 DISCRETION OF DIRECTOR 10
Paae 1
10.11 RESOLUTION OF CONTRACT DISPUTES: 11
10.12 MEDIATION-WIAVER OF JURY TRIAL 11
10.13 INDEPENDENT CONTRACTOR. 11
10.14 PERFORMANCE EVALUATION 11
10.15 CONTINGENCY CLAUSE 11
ATTACHMENT A - SCOPE OF WORK 8
ARTICLE Al GENERAL 8
A1.01 RANGE OF SERVICES 8
A1.02 NON-EXCLUSIVE RIGHT 8
A1.03 PAYMENTS 8
ARTICLE A2 BASIC SERVICES 8
A2.01 Phase I - Programming and Schematic Design: 8
A2.02 Phase II - Design Development' 9
A2.03 Phase III - Construction Document Development 9
ARTICLE A3 ADDITIONAL SERVICES: 14
A3.01 GENERAL 14
ARTICLE A4 REIMBURSABLE EXPENSES 15
A4.01 GENERAL 15
A4.02 SUBConsultant REIMBUREMENTS 16
ARTICLE A5 CITY'S RESPONSIBILITIES 16
A5.01 PROJECT & SITE INFORMATION 16
A5.02 PROJECT MANAGEMENT 17
A5.03 CONSTRUCTION MANAGEMENT 17
A5.04 LEGALAND OTHER SERVICES. 17
SCHEDULE Al - PROJECT DESCRIPTION 18
SCHEDULE A2 - SUBCONSULTANTS 23
SCHEDULE A3 - KEY STAFF 23
ATTACHMENT B - COMPENSATION AND PAYMENTS 1
ARTICLE 81 COMPENSATION FOR SERVICES 1
B1.01 COMPENSATION LIMITS 1
ARTICLE B2 WAGE RATES 1
B2.01 FEE BASIS 1
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 1
B2.03 MULTIPLIER 1
B2.04 CALCULATION 1
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 1
B3.01 LUMP SUM..,. 1
B3.02 HOURLY RATE FEES 2
B3.03 REIMBURSABLE EXPENSES 2
B3,04 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 2
B3.05 FEES for ADDITIONAL SERVICES 2
83.06 PAYMENT EXCLUSIONS 3
B3.07 FEES RESULTING FROM PROJECT SUSPENSION 3
ARTICLE B4 PAYMENTS TO THE E Consultant 3
134.01 PAYMENTS GENERALLY 3
B4.02 FOR COMPREHENSIVE BASIC SERVICES 3
B4.03 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 3
ARTICLE B5 COMPENSATION FOR REUSE 3
85.01 GENERAL 3
SCHEDULE Bl - WAGE RATES 4
Puna 7
Consultant Office Location
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Comprehensive Architectural and Engineering
Contract Type Project Specific
Project (if applicable) College of Policing
Consultant Spillis Candela DMJM
800 Douglas Entrance, North Tower, 2nd Floor, Coral Gables, FL
33134
City Authorization City Code Section 18-87
THIS AGREEMENT made this day of in the year 2006 by and
between The City of Miami, Florida, hereinafter called the "City," and Spillis Candela &
Partners, Inc. dba Spillis Candela DMJM, hereinafter called the "Consultant."
RECITAL
A. The City issued a Request for Qualifications ("RFQ") No, 04-05-112 on July 8,
2005 for the provision of Comprehensive Architectural and Engineering services College of
Policing Project and Consultant's proposals ("Proposal"), in response thereto, was selected as
one of the most qualified for the provision of said Services. The RFQ and the Proposal are
sometimes referred to herein, collectively, as the Solicitation Documents, and are by this
reference expressly incorporated into and made a part of this Agreement as if set forth in full.
B. WHEREAS, the City, through action of the City Manager and/or the City
Commission, as applicable, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of
the City Procurement Ordinance, to provide the professional services as described herein.
WITNESSETH, that the City and the Consultant, for the considerations herein set forth,
agree as follows:
ARTICLE 1DEFINITIONS
1.01 Additional Services means any Work
defined as such in a Work Order, secured in
compliance with Florida Statutes and City Code,
1.02 Attachments means the attachments to this
Agreement are expressly incorporated by reference
and made a part of this Agreement as if set forth in
full.
1.03 Base Fee means the amount of
compensation mutually agreed upon for the
completion of Basic Services.
1.04 Basic Services means those services
designated as such in this Agreement, including the
Attachments hereto.
1.05 Clty Commission means the legislative
body of the City of Miami.
1.06 City Manager means the duly appointed chief
administrative officer of the City of Miami.
1.07 City means the City of Miami, Florida, a
Florida municipal corporation, the public agency
which is a party hereto and for which this Agreement
is to be performed. In all respects hereunder, City's
performance is pursuant to City's position as the
owner of the project. In the event the City exercises
its regulatory authority as a governmental body, the
exercise of such regulatory authority and the
enforcement of any rules, regulations, codes, laws
and ordinances shall be deemed to have occurred
pursuant to City's authority as a governmental body
and shall not be attributable in any manner to City as
a party to this Agreement. For the purposes of this
Agreement, "City" without modification shall mean the
City Manager or Director, as applicable.
1.08 Consultant means the individual, partnership,
corporation, association, joint venture, or any
combination thereof, of properly registered
professional architects, landscape architects and/or
engineers, which has entered into this Agreement to
provide professional services to the City,
1.09 Contractor means an individual, partnership,
corporation, association, joint venture, or any
combination thereof, which has entered into a
contract with the City for construction of City facilities
and incidentals thereto.
1.10 Director means the Director of the City
Department designated herein who has the authority
and responsibility for managing the specific project or
projects covered under this Agreement. For the
purpose of this Agreement, the Director is the top
administrator of the Department of Capital
Improvements and Transportation or designee.
1.11 Inspector means an employee of the City or
of a consulting firm hired by the City and assigned by
PROFESSIONAL SERVICES AGREEMENt
the City to make observations of Work performed by
a Contractor,
1.12 Notice To Proceed means a duly authorized
written letter or directive issued by the Director or
Project Manager acknowledging that all conditions
precedent have been met and/or directing that
Consultant may begin Work on a Project or a specific
task of a Project as outlined in the Scope of Work.
1.13 Project Manager means an employee or
representative of the City assigned by the Director to
manage and monitor the Work to be performed under
this Agreement and the construction of the Project as
a direct representative of the City.
1.14 Project means the construction, alteration
and/or repair, and all services and incidentals thereto,
of a City facility as contemplated and budgeted by the
City. The Project(s) shall be further defined in the
Scope Of Services section of this Agreement.
1.15 Professional Services means those
services within the scope of the practice of
architecture, professional engineering, landscape
architecture, or registered surveying and mapping, as
applicable, as defined by the laws of the State of
Florida, or those performed by any architect,
professional engineer, landscape architect, or
registered surveyor or mapper in connection with his
or her professional employment or practice.
1.16 Risk Administrator means the City's Risk
Management Administrator, or designee, or the
individual named by the City Manager to administer
matters relating to insurance and risk of loss for the
City.
1.17 Scope Of Work or Work means a
comprehensive description of the activities, tasks,
design features, objectives, deliverables and
milestones required for the completion of the Project
as defined herein.
1.18 Subconsultant means a person or
organization of properly registered professional
architects, landscape architects, engineers,
registered surveyor or mapper, and/or other
professional specialty that has entered into a written
agreement with the Consultant to furnish specified
professional services for a Project or task,
1.19 Wage Rates means the effective direct
expense to Consultant and/or Subconsultanl, 'on an
hourly rate basis, for employees in the specified
professions and job categories assigned to provide
services under this Agreement that justify and form
the basis for professional fees regardless of actual
manner of compensation.
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
2.01-1 Commencement
The term of this Agreement shall commence upon
execution of this Agreement and conclude upon the
completion and acceptance of the Work by the
Director unless terminated earlier as provided herein.
2.01-2 Time
Time is of the essence in this Agreement.
2.02 SCOPE OF SERVICES
Consultant agrees to provide the Services as
specifically described and under this Agreement,
including the special terms and conditions set forth in
Attachment "A", which by are incorporated into and
made a part of this Agreement.
2,03 COMPENSATION
2.03-1 Compensation Limits
The maximum amount of compensation payable by
the City to Consultant as a lump sum or not to exceed
fee, is $$1,400,000 based on a base fee of
$$1,325,000, $45,000 in additional services fees, and
30,000 in reimburasble services. This amount is
based on the rates and schedules established in
Attachment B and Schedule B1, which are
incorporated into this Agreement. In no event shall
the amount of compensation exceed said total
amount unless explicitly approved by action of the
City Manager or the City Commission, as may be
applicable pursuant to Section 18-87 of the City
Code, and put into effect by written amendment to
this Agreement.
2.03-2 Payments
Payment shall be made within thirty (30) days after
receipt of an acceptable invoice, which shall be
accompanied by sufficient supporting documentation
and contain sufficient detail, to allow a proper audit of
expenditures, should the City require one to be
performed. If Consultant is entitled to reimbursement
of travel expenses, then all bills for travel expenses
shall be submitted in accordance with Section
112.061, Florida Statutes.
Should the City fail to pay an invoice within the
stipulated thirty (30) days, The Consultant shall be
entitled to interest in accordance with Florida
Statute's Local Government Propmpt Payment Act,
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Professional Services to be performed hereunder
shall be performed by the Consultant's own staff and
the Subconsultants identified in this Agreement,
unless otherwise approved in writing by the City.
Said approval shall not be construed as constituting
an agreement between the City and said other
person(s) or firm.
PROFESSIONAL SERIVCES AGREEMENT
3.02 REMOVAL OF UNSATISFACTORY
PERSONNEL
Director may make written request to Consultant for
the prompt . removal and replacement of any
personnel employed or retained by the Consultant, or
any Subconsultants, or any personnel of any such
Subconsultants engaged by the Consultant to provide
and perform services or Work pursuant to the
requirements of this Agreement. The Consultant
shall respond to City within five (5) working days of
receipt of such request with either the removal and
. replacement of such personnel or written justification
as to why that may not occur. All decisions involving
personnel will be made by Consultant.
3.03 CONSULTANT KEY STAFF
The parties acknowledge that Consultant was
selected by the City, in part, on the basis of
qualifications of particular staff identified in
Consultant's • response to City's solicitation,
hereinafter referred to as "Key Personnel".
Consultant shall ensure that Key Personnel as
detailed in Schedule A-2 are available for Work
hereunder as long as said Key Personnel are in
Consultant's or Subconsultant's employ. Consultant
will obtain prior written approval of Director or
designee to change Key Personnel. Consultant shall
provide Director, or designee with such information as
necessary to determine the suitability of proposed
new Key Personnel Director will act reasonably in
evaluating Key Personnel qualifications.
3.04 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder
upon receipt of a Notice to Proceed issued by the
Director and to complete each assignment, task or
phase within the time stipulated in the Notice to
Proceed. Time is of the essence with respect to
performance of this Agreement.
A reasonable extension of the time for completion of
various assignments, tasks or phases will be granted
by the City should there be a delay on the part of the
City in fulfilling its obligations under this Agreement
as stated herein. Such extension of time shall not be
cause for any claim by the Consultant for extra
compensation.
Should the City direct the Consltant 10 stop Work for
a period of time in excess of thirty (30) consecutive
days, the Consultant may seek additional
compensation under the Additional Services provision
of this Agreement.
3.05 DESIGN RESPONSIBILITIES
3.05-1 Errors and Ommissions
The Consultant shall be responsible to promptly make
corrections to the Consultant's Work when the
Consultant's Work is found to contain discrepancies,
errors or omissions. All costs associated with
corrections in the Consultant's Work, delays to the
Work, including, but not limited 1o, increased costs of
construction, and damages associated with the
Contractor's Work or the work of other Project
PROFESSIONAL SERIVCES AGREEMENT
participants, resulting from such discrepancies, errors
or omissions shall be borne by the Consultant. Except
with the Consultant's correction of design and
construction documents, the Consultant shall only be
responsible for construction related cost resulting from
the above where such discrepancies, errors and
omissions result from the negligence of the Consultant!
3.05-2 Nonconforming Work
The Consultant shall promptly give notice to the City of
any defective or nonconforming Work of the Contractor
or any other Project participant whenever discovered
by the Consultant and whether before or after the date
of Substantial Completion of the Contractor's Work. All
Work is to be in compliance with applicable codes.
3.06 Meetings
The Consultant shall schedule at a minimum bi-
weekly meetings with the Contractor. Additional
meeting will be schedules where the Consultant and
Project Manager determine that such a need exists.
At each of these meetings, the Consultant and
Contractor shall review the Project's budget,
schedule, and scope along with the Consultant's
progress to date on the respective phases of the
Project and any special problems related to the
continuing progress of the Project including but not
limited to any outstanding RFIs, CPRs, and change
orders. Consultant shall prepare and distribute all
meeting minutes to participant present at the
meetings.
ARTICLE 4 SUBCONSULTANTS
4,01 GENERAL
4.01-1 A Subconsultant is a person or
organization of properly registered professional
architects, landscape architects, engineers,
registered surveyors or mapper, and/or other
qualified professional who has entered into a
written agreement with the Consultant to furnish
Professional Services under this Agreement, that
was identified as part of the consulting team in
the competitive selection process by which
Consultant was chosen to perform the services
under this Agreementa or subsequently by the
Director, and as such, is identified and listed in
Schedule Al attached hereto.
4.01-2 A Specialty Subconsultant is a person
or organization that has, with the consent of the
Director, entered into a written agreement with
the Consultant to furnish unique and/or
specialized Professional Services necessary for
the Project or task described under Additional
Services, Such Specialty Sub -Consultant shall
be in addition to those identified in Schedule Al.
4.02 SUBCONSULTANT RELATIONSHIPS
4.02-1 All services provided by the
Subconsultants shall be performed pursuant to
appropriate written agreements between the
Consultant and the Subconsultants, which shall
contain provisions that preserve and protect the
rights of the City under this Agreement.
Subconsuttants shall not be authorized or
permitted to further subcontract any Work.
4.02-2 Nothing contained in this Agreement
shall create any contractual or business
relationship between the City and the
Subconsultants. The Consultant acknowledges
that Subconsultants are entirely under its
direction, control, supervision, retention and/or
discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not change any Subconsultants
listed in Schedule Al without prior written approval by
the Director, in response to a written request from the
Consultant stating the reasons for any proposed
substitution. Such approval shall not be
unreasonably withheld, conditioned, or delayed by the
Director.
ARTICLE 5 DEFAULT
5.01 GENERAL
If. Consultant fails to comply with any term or
condition of this Agreement, or fails to perform any of
its obligations hereunder, then Consultant shall be in
default. Upon the occurrence of a default hereunder
the City, in addition to all remedies available to it by
law, may immediately, upon written notice to
Consultant, terminate this Agreement whereupon all
payments, advances, or other compensation paid by
the City to Consultant while Consultant was in default
shall be immediately returned to the City. Consultant
understands and agrees that termination of this
Agreement under this section shall not release
Consultant from any obligation accruing prior to the
effective date of termination.
to the event of termination due to default, in addition
to the foregoing, Consultant shall be liable to the City
for all expenses incurred by the City in preparing and
negotiating this Agreement, as well as all costs and
expenses incurred by the. City in the re -procurement
of the Work,. In the event of default, the City may
also suspend or withhold reimbursements from
Consultant until such time as the actions giving rise to
default have been cured.
5.02 TIME TO CURE DEFAULT: FORCE
MAJEURE
City shall provide written notice to Consultant as to a
finding of default, and Consultant shall take all
necessary action to cure said default within fifteen
(15) days of receipt of said notice. Failure to cure the
default in the stipulated timeframe may result in the
City Manager terminating this Agreement. The City
Manager or Director may, in their sole discretion,
extend in writing the timeframe for curing said default.
Should any such failure on the part of Consultant be
due to a condition of force majeure as that term is
interpreted under Florida law, then City may allow an
extension of time reasonably commensurate with the
cause of such failure to perform or cure.
If the Consultant is delayed in performing any
obligation under this Agreement due to a force
majeure condition, the Consultant shall request a
time extension from the City within two (2) working
days of said force majeure occurrence. Any time
extension shall be subject to mutual agreement and
shall not be cause for any claim by the Consultant for
extra compensation unless Additional Services are
required.
ARTICLE 6 TERMINATION OF
AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
6.01-1 The City has the right to terminate
this Agreement for any reason or no reason,
upon ten (10) days' written notice. Upon
termination of this Agreement, all charts,
sketches, studies, drawings, and other
documents related to Work authorized under this
Agreement, whether finished or not, must be.
turned over to the City. The Consultant shall be
paid in accordance with provisions of Attachment
B, provided that said documentation is turned
over to City within ten (10) business days of
termination. Failure to timely deliver the
documentation shall be cause to withhold any
payments due without recourse by Consultant
until all documentation is delivered to the City.
6.01-2 Consultant shall have no recourse
or remedy from a termination made by the City
except to retain the fees already disbursed or
owing as compensation for the Work that was
performed in complete compliance with the
Agreement, as full and final settlement of any
claim, action, demand, cost, charge or
entitlement it may have, or will, have against the
City, its officials or employees. The Consultant
may . also be entitled to customary and
reasonable expenses resulting from such
termination.
6.02 CONSULTANT'S RIGHT TO TERMINATE
The Consultant shall have the right to terminate this
agreement, in writing, following breach by the City, if
breach of contract has not been corrected within sixty
(60} days from the date of the City's receipt of a
written notice from Consultant specifying the City's
breach of its duties under this Agreement.
6.03 TERMINATION DUE TO
UNDISCLOSED LOBBYIST OR AGENT
Consultant warrants that it has not employed or
retained any company or person, other than a bona
fide employee working solely for the Consultant to
solicit or secure this Agreement and that he or she
has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide
employee working solely for the Consultant any fee,
PROFESSIONAL SERIVCES AGREEMENT
commission, percentage, gift, or other consideration
contingent upon or resulting from the award or
making of this Agreement.
For the breach or violation of this provision, the City
shall have the right to terminate the Agreement
without.
ARTICLE 7 DOCUMENTS AND
RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps,
computer files, models and/or reports prepared or
obtained under this Agreement, as well as all data
collected, together with summaries and charts
derived therefrom, will! be considered "work for hire
"as such phrase is defined in Section 101 of Title 17
of the United States Code (Public Law 94-533 and all
title, ownership and copyright privileges are and at all
times shall be the property of the City without
restriction or limitation on their use, and will be made
available, on request, to the City at any time during
the performance of such services and/or upon
completion or termination ,of this Agreement.
Consultant and its Subconsultants' electronic CADD
(Computer Assisted Design and Drafting) files, tapes,
disks, and similar items remain the property of the
City. The Consultant will provide these electronic
items upon the request of the City or upon
completion/termination of this Agreement. The
Consultant shall provide documents to others at the
direction of the City consistent in content and format
with normal document production as determined by
the City. The City understands that the use and
conversion of Electronic Data to an alternate format
may not be accomplished without the potential for
introduction of anomalies or errors and that changes
or modifications by anyone other than the Consultant
may result in adverse consequences that Consultant
can neither predict nor control. Accordingly, the City
agrees that Consultant shall not be liable for and
hereby waives all claims arising out of or connected
with (a) the use, modification or misuse by the City of
such Electronic Data; or (b) the decline of accuracy or
readability of the Electronic Data due to storage
conditions, the passage of time, or otherwise; or
(c) any use of said electronic data by any third parties
receiving the electronic data from the City.
The City agrees that the design documents to be
provided by Consultant will contain certain standard
Consultant component design details from the
Consultant's Best Practices Detail Library, which
standard component details shall remain the property
of the Consultant. These details are repetitive in
nature, not project -specific, function rather than form -
oriented, and were not developed for or identifiable
with the Work, Continued use by the Consultant will
not compromise the complete transfer to the City of
the unique features of the design for the Work and
will not result in a compromise of the City's absolute
right, title and ownership to the work product and
design documents herein,
PROFESSIONAL SERIVCES AGREEMENT
The Consutlant will not be liable for use by the City of
plans, documents, studies, or other data for any
purpose other than that intended by the terms and
conditions of this Agreement.
Consultant shall not copyright any material and
products or patent any invention developed under this
Agreement. The City shall have the right to visit the
site for inspection of the Work and the products of
Consutlant at any time. The Consultant shall be
permitted to retain copies, including reproducible
copies, solely for information and reference in
connection with the City's use and occupancy of the
Project.
7.02 DELIVERY UPON REQUEST OR
CANCELLATION
Failure of the Consultant to promptly deliver all such
documents to the Director within ten (10) days of
cancellation, or within ten (10) days of request by the
City, shall be just cause for the City to withhold
payment of any fees due Consultant until Consultant
delivers all such documents. Consultant shall have no
recourse from these requirements.
7,03 RE -USE BY CITY
It is understood that all Consultant agreements and/or
Work Orders for new work will include the provision
for the re -use of plans and specifications, including
construction drawings, at the City's sole option, and
by virtue of signing this Agreement Consultant agrees
to such re -use in accordance with this provision
without the necessity of further approvals,
compensation, fees or documents being required and
without recourse for such re -use. The Consullent will
not be liable for use by the City of plans, documents,
studies, or other data for any purpose other than that
intended by the terms and conditions of this
Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, Consultant agrees not
to divulge, furnish or make available to any third
person, firm or organization, without City's prior
written consent, or unless incident to the proper
performance of the Consultant's obligations
hereunder, or in the course of judicial or legislative
proceedings where such information has been
properly subpoenaed, any non-public information
concerning the services to be rendered by Consultant
hereunder, and Consultant shall require all of its
employees, agents, and Subconsultants to comply
with the provisions of this Article.
7.05 MAINTENANCE OF RECORDS
Consultant will keep adequate records and
supporting documentation, which concern or reflect
its Work hereunder. Records subject to the
provisions of Public Record Law, Florida Statutes
Chapter 119, shall be kept in accordance with statute,
Otherwise, the records and documentation will be
retained by Consultant for a minimum of three (3)
years from the date of termination of this Agreement
or the date the Project is completed, whichever is
later. City, or any duly authorized agents or
representatives of City, shall have the right to audit,
inspect, and copy all such records and
documentation as often as they deem necessary
during the period of this Agreement and during the
three (3) year period noted above; provided, however
such activity shall be conducted only during normal
business hours.
ARTICLE 8 INDEMNIFICATION
The Consultant shall hold harmless, indemnify and
defend the City, its officials and employees from any
and all claims, losses and causes of actions which
may arise out of the performance of this Agreement
as a result of any act of negligence or negligent
omission, recklessness, or intentionally wrongful
conduct of the Consultant or the Subconsultants.
The Consultant shall pay all claims and losses of any
nature whatsoever in connection therewith and shall
defend all project related suits, in the name of the
City when applicable, and shall pay all costs,
including without limitation reasonable attorney's and
appellate attorney's fees,and judgments which may
issue thereon. The Consultant's obligation under this
Article shall not be limited in any way by the agreed
upon compensation, or the Consultant's limit of, or
lack of, sufficient insurance protection and shall apply
to the full extent that it is caused by the negligent, act
or omission, recklessness or intentional wrongful
conduct of the Consultant, its agents, servants,
representatives or Subconsultants.
ARTICLE 9 INSURANCE
9.01 COMPANIES PROVIDING COVERAGE
All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida and satisfactory to the Risk Administrator.
All companies shall have a Florida resident agent and
be rated at least A(VII), as per A.M. Best Company's
Key Rating Guide, latest edition.
9.02 VERIFICATION OF INSURANCE
COVERAGE
The Consultant shall furnish certificates of insurance
to the Risk Administrator for review and approval prior
to the execution of this Agreement. The Certificates
shall clearly indicate that the Consultant has obtained
insurance of the type, amount and classification
required by these provisions, in excess of any
pending claims at the time of award of this
Agreeement to the Consultant. Consultant shall
maintain coverage with equal or better rating as
identified herein for the term of this Agreement.
Consultant shall provide written notice to the City's
Department of Risk Management of any material
change, cancellation and/or notice of non -renewal of
the insurance within 30 days of the change.
Consultant shall furnish a copy of the insurance
policy or policies upon request of the Risk
Administrator.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and
Automobile Liability
Coverage shall have minimum limits of
$1,000,000 per Occurrence, Combined single
Limit Bodily Injury Liability and Property Damage
Liability. General Aggregated Limit shall have a
minimum limit of $2,000,000. This shall include
Premises and Operations, Independent
Contractors and Contractual Liability.
Automobile coverage including hired, borrowed
or non -owned autos, limits of Liability, Bodily
injury, Damage Liability for any one accident
$1,000,000. The City of Miami shall be named
an additional insured on both of these
coverages.
9.03-2 Professional Liability Insurance
The Consultant shall maintain Professional
Liability Insurance including Errors and
Omissions coverage in the minimum amount of
$1,000,000 per claim, in the agregate, providing
for all sums which the Consultant shall be legally
obligated to pay as damages for claims arising
out of the services performed by the Consultant
or any person employed by the Consultant in
connection with this Agreement. This insurance
shall be maintained for at least one year after
completion of the construction and acceptance of
the Project covered by this Agreement.
9.03-3 Worker's Compensation Insurance
The Consultant shall maintain Worker's
Compensation Insurance in compliance with
Florida Statutes, Chapter 440, as amended, and
Employee's Liability with a minimum limit of
$500,000 each occurrence.
9.03-4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants
comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Administrator or his/her authorized designee
reserves the right to require modifications, increases,
or changes in the required insurance requirements,
coverage, deductibles or other insurance obligations
by providing a thirty (30) day written notice to the
Consultant in accordance with §10.06 herein.
Consultant shall comply with such requests unless
the insurance coverage is not then readily available in
the national market, and may request additional
compensation for reimbursement of any additiional
costs from the City.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT RIGHTS •
The City reserves the right to audit the Consultant's
accounts during the performance of this Agreement
and for three (3) years after final payment under this
Agreement. The Consultant agrees to furnish copies
of any records necessary, in the opinion of the
PROFESSIONAL SERIVCES AGREEMENT
Director, to approve any requests for payment by the
Consultant.
10,02 ENTIRE AGREEMENT
This Agreement, as it may be amended from time to
time, represents the entire and integrated agreement
between the City and the Consultant and supersedes
all prior negotiations, representations or agreements,
written or oral. This Agreement may not be
amended, changed, modified, or otherwise altered in
any respect, at any time after the execution hereof,
except by a written document executed with the same
formality and equal dignity herewith. Waiver by either
party of a breach of any provision of this Agreement
shall not be deemed to be a waiver of any other
breach of any provision of this Agreement.
10.03 SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be
transferred pledged, sold, delegated or assigned, in
whole or in part, by the Consultant without the written
consent of the City, acting by and through its City
Commission. It is understood that a sale of the
majority of the stock or partnership shares of the
Consultant, a merger or bulk sale, an assignment for
the benefit of creditors shall each be deemed
transactions that would constitute an assignment or
sale hereunder requiring prior City written approval.
The Consultant's services are unique in nature and
any transference without City approval shall be cause
for the City to cancel this Agreement. The Consultant
shall have no recourse from such cancellation. The
City may require bonding, other security, certified
financial statements and tax returns from any
proposed assignee and the execution of an
Assignment/ Assumption Agreement in a form
satisfactory to the City Attorney as a condition
precedent to considering approval of an assignment.
The Consultant and the City each binds one another,
their partners, successors, legal representatives and
authorized assigns to the other party of this
Agreement and to the partners, successors, legal
representatives and assigns of such party in respect
to all covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION
CERTIFICATE
In compliance with the Consultant's Competitive
Negotiation Act, for any Project to be compensated
under the Lump Sum method, the Consultant shall
certify that wage rates and other factual unit costs
supporting the compensation are accurate, complete,
and current at the time of Notice to Proceed. The
original Project price and any addition thereto will be
adjusted to exclude any significant sums by which the
City determines the project price was increased due
to inaccurate, incomplete or non -current wage rates
and other factual unit costs.. All such price
adjustments will be made within 1 year following the
end of the Project.
PROFESSIONAL SERIVCES AGREEMENT
10.05 APPLICABLE LAW AND VENUE OF
LITIGATION
This Agreement shall be interpreted and construed in
accordance with and governed by the laws of the
State of Florida. Any suit or action brought by any
party, concerning this Agreement, or arising out of
this Agreement, shall be brought in Miami -Dade
County, Florida. Each party shall bear its own.
attorney's fees except in actions arising out of
Consultant's duties to indemnify the City under
ARTICLE 8 where Consultant shalt pay the City's
reasonable attorney's fees.
10.06 NOTICES
Whenever either party desires to give notice unto the
other, such notice must be in writing, sent by
registered United States mail, return receipt
requested or electonic mail, addressed to the party
for whorn it is intended at the place last specified;
and the place for giving of notice shall remain such
until it shall have been changed by written notice in
compliance with the provisions of this paragraph. For
the present, the parties designate the following as
the respective places for giving of notice:
FOR City OF Miami:
Mary H. Conway
Director
City of Miami
Department of Capital Improvements (CIP)
444 S.W. 2nd Ave., - 101h FI
Miami, Florida 33130
With a copy to:
City Attorney
City of Miami
444 S.W. 2nd Ave., Suite 945
Miami, Fl. 33130-1910
Gary Farbrikant
Procurement Supervisor
Department of Capital Improvements (CIP)
444 S.W. 2nd Ave., 8'h FI
Miami, Florida 33130
FOR Consultant:
Enrique Macia
Spillis Candella DMJM
800 Douglas Entrance
North Tower, 2nd Floor
Coral Gables, FL 33134
10.07 INTERPRETATION
Preparation of this Agreement has been a joint effort.
The language of this Agreement has been agreed to
by both parties to express their mutual intent and no
rule of strict construction shall be applied against
either party hereto. The headings contained in this
Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this
Agreement shall include the other gender, and the
singular shall include the plural, and vice versa,
unless the context otherwise requires. Terms such
as "herein," "hereof,' "hereunder," and "hereinafter"
refer to this Agreement as a whole and not to any
particular sentence, paragraph, or section where they
appear, unless the context otherwise requires.
Whenever reference is made to a Section or Article of
this Agreement, such reference is to the Section or
Article as a whole, including all of the subsections of
such Section, unless the reference is made to a
particular subsection or subparagraph of such
Section or Article.
10.08 PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any
term, statement, requirement, or provision of any
exhibit attached hereto, any document or events
referred to herein, or any document incorporated Into
this Agreement by reference and a term, statement,
requirement, or provision of this Agreement, the term,
statement, requirement, or provision contained in this
Agreement shall prevail and be given effect.
10.09 COMPLIANCE WITH LAWS
Consultant shall comply with all applicable laws,
codes, ordinances, rules, regulations and resolutions
including, without limitation, OSHA, the Americans
with Disabilities Act ("ADA"), as amended, and all
applicable guidelines and standards in performing its
duties, responsibilities, and obligations related to this
Agreement. The Consultant represents and warrants
that there shall be no unlawful discrimination as
provided by law in connection with the performance of
this agreement.
10.09-1 Non•Discrimination.
Consultant warrants and represents that it does
not and will not engage in discriminatory
practices and that there shall be no
discrimination in connection with Consultant's
performance under this Agreement on account of
race, color, sex, religion, age, handicap, marital
status or national origin. Consultant further
covenants that no otherwise qualified individual
shall, solely by reason of his/her race, color, sex,
religion, age, handicap, marital status or national
origin, be excluded from participation in, be
denied services, or be subject to discrimination
under any provision of this Agreement.
Consultant shall affirmatively comply with all
applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing any
work, labor or services funded by the City, including
Titles I & II of the ADA (regarding nondiscrimination
on the basis of disability) and all applicable
regulations, guidelines and standards. Additionally
the Consultant shall take affirmative steps to -insure
nondiscrimination in employment of disabled persons.
10.10 DISCRETION OF DIRECTOR
Any matter not expressly provided for herein dealing
with the City or decisions of the City shall be within
the exercise of the reasonable professional discretion
of the Director or the Director's authorized designee.
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PROFESSIONAL SERIVCES AGREEMENT
10.11 RESOLUTION OF CONTRACT
DISPUTES:
Consultant understands and agrees that all disputes
between it and the City based upon an alleged
violation of the terms of this Agreement by the City
shall be submitted to the City Manager for his/her
resolution, prior to Consultant being entitled to seek
judicial relief in connection therewith. Should the
amount of compensation hereunder exceed
$500,000, the Cily Manager's decision shall be
approved or disapproved by the City Commission.
Consultant shall not be entitled to seek judicial relief
unless:
(i)
it has first received City Manager's written
decision, approved by the City Commission
if applicable, or
(ii) a period of sixty (60) days has expired after
submitting to the City Manager a detailed
statement of the dispute, accompanied by all
supporting documentation, or a period of
(90) days has expired where City Manager's
decision is subject to City Commission
approval; or
(iii) City has waived compliance with the
procedure set forth in this section by written
instrument(s) signed by the City Manager.
10.12 MEDIATION- WAIVER OF JURY TRIAL
In an effort to engage in a cooperative effort to
resolve conflict which may arise during the course of
the design and /or construction of the subject Project,
and/or following the completion of the Project the
parties to this Agreement agree all disputes between
them shall be submitted to non -binding mediation
prior to the initiation of litigation, unless otherwise
agreed in writing by the parties. A certified Mediator,
who the parties find mutually acceptable, will conduct
any mediation proceedings in Miami -Dade County,
State of Florida. The parties will split the costs of a
certified mediator on a 50/50 basis. The Consultant
agrees to include such similar contract provisions
with all Subconsultants retained for the Project,
thereby providing for non -binding mediation as the
primary mechanism for dispute resolution.
In an effort to expedite the conclusion of any litigation
the parties voluntarily waive their right to jury trial or
to file permissive counterclaims in any action arising
under this Agreement.
10.13 INDEPENDENT CONTRACTOR:
Provider has been procured and is being engaged to
provide services to the City as an independent
contractor, and not as an agent or employee of the
City. This Agreement does not create a joint venture,
partnership or other business enterprise between the
parties. The Consultant has no authority to bind the City to
any promise, debt, default, or___.undertaking of the
Consultant. Consultant shall not attain, nor be entitled
to, any rights or benefits under the Civil Service or
Pension Ordinances of the City, nor any rights
generally afforded classified or unclassified
employees. Consultant further understands that
Florida Workers' Compensation benefits available to
employees of the City are not available to Consultant,
and agrees to provide workers' compensation
insurance for any employee or agent of Provider
rendering services to the City under this Agreement.
10.14 PERFORMANCE EVALUATION
Consultant is hereby advised that during the
performance of Work under this Agreement, upon
completion of the Project and/or at any other time
deemed appropriate by the City a performance
evaluation report may be completed by the City The
performance evaluations will be kept in City files for
use on future solicitations.
10.15 CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the
availability of funds and continued authorization for
program activities and the Agreement is subject to
amendment or termination due to lack of funds,
reduction of funds and/or change in regulations, upon
thirty (30) days notice.
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PROFESSIONAL SERIVCES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST CONSULTANT,' Spillis Candela DMJM
Signature Signature
Print Name, Title Print Name, Title of Authorized Officer or Official
ATTEST: (Corporate Seal)
Consultant Secretary
ATTEST: City OF MIAMI, a municipal corporation of the
State of Florida
Priscilla Thompson, City Clerk Joe Arriola, City Manager
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
Dania Carrillo, Administrator
Risk Management Department
Jorge L. Fernandez, City Attorney
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under
the laws of the State of , held on the _day of , , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements on behalf of the
corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shall be the official act and deed of the corporation.
1 further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the ,day of , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements .on behalf of the
partnership and provides that his/her execution thereof, attested by a partner, shall be the
official act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Partner:
Print:
Names and addresses of partners:
Name
Street Address
City
State
Zip
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PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing
this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign the bid and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) , individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement to which this attestation is attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_
Signed:
Print:
NOTARIZATION
STATE OF
SS:
COUNTY OF
The foregoing instrument was acknowledged before me this day of
20 , by , who is personally
known to me or who has produced as identification and who
(did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
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