HomeMy WebLinkAboutExhibit 1Service Category
Contract Type
Project (if applicable)
Consultant
City OF Miami
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Comprehensive Architectural and Engineering
Project Specific
Virginia Key Beach Park Museum
BEA International and Huff+Gooden Architects LLC
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 6
3.01 PERFORMANCE AND DELEGATION 6
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL 6
3.03 Consultant KEY STAFF 6
3.04 TIME FOR PERFORMANCE 6
3.05 DESIGN RESPONSIBILITIES 6
ARTICLE 4 SUB -CONSULTANTS 7
4.01 GENERAL 7
4.02 SUB -CONSULTANT RELATIONSHIPS 7
4.03 CHANGES TO SUBConsultantS 7
ARTICLE 5 DEFAULT 7
5.01 GENERAL 7
5.02 TIME TO CURE DEFAULT: FORCE MAJEURE 8
ARTICLE 6 TERMINATION OF AGREEMENT 8
6.01 CITY'S RIGHT TO TERMINATE 8
6.02 CONSULTANT'S RIGHT TO TERMINATE 8
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT 8
6.04 NO CONFLICT OF INTEREST 9
ARTICLE 7 DOCUMENTS AND RECORDS 8
7.01 OWNERSHIP OF DOCUMENTS 8
7.02 DELIVERY UPON REQUEST OR CANCELLATION 9
7.03 RE -USE BY CITY 9
7.04 NONDISCLOSURE 9
7.05 MAINTENANCE OF RECORDS 9
ARTICLE 8 INDEMNIFICATION 9
ARTICLE 9 INSURANCE 10
9.01 COMPANIES PROVIDING COVERAGE 10
9.02 VERIFICATION OF INSURANCE COVERAGE 10
9.03 FORMS OF COVERAGE 10
9.04 MODIFICATIONS TO COVERAGE 11
ARTICLE 10 MISCELLANEOUS 11
10.01 AUDIT AND INSPECTION RIGHTS 11
10.02 ENTIRE AGREEMENT 11
10.03 SUCCESSORS AND ASSIGNS 11
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE 11
10.05 APPLICABLE LAW AND VENUE OF LITIGATION 11
10.06 NOTICES 11
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10.07 INTERPRETATION 12
10.08 PRIORITY OF PROVISIONS 12
10.09 COMPLIANCE WITH LAWS ... 12
10.10 DISCRETION OF DIRECTOR AND EXECUTIVE DIRECTOR 12
10.11 RESOLUTION OF CONTRACT DISPUTES 13
10.12 MEDIATION -WAIVER OF JURY TRIAL 12
10.13 INDEPENDENT CONTRACTOR. 13
10.14 PERFORMANCE EVALUATION 13
10.15 CONTINGENCY CLAUSE 14
10.16 NO THIRD -PARTY BENEFICIARY 14
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.... 10
A2.04 PHASE IV - BIDDING AND AWARD OF CONTRACT 12
A2.05 PHASE V - ADMINISTRATION OF CONSTRUCTION CONTRACT 12
A2.06 TIMEFRAME FOR COMPLETION 15
ARTICLE A3 ADDITIONAL SERVICES: 15
A3.01 GENERAL 15
A3.02 EXAMPLES 15
ARTICLE A4 REIMBURSABLE EXPENSES 16
A4.01 GENERAL 16
A4.02 SUB -CONSULTANT REIMBUREMENTS 16
ARTICLE A5 CITY'S RESPONSIBILITIES 16
A5.01 PROJECT & SITE INFORMATION 16
A5.02 PROJECT MANAGEMENT 17
A5.03 CONSTRUCTION MANAGEMENT 17
SCHEDULE Al - PROJECT DESCRIPTION 18
SCHEDULE A2 - SUBCONSULTANTS 19
SCHEDULE A3 - KEY STAFF 19
ATTACHMENT B - COMPENSATION AND PAYMENTS 20
ARTICLE Bl COMPENSATION FOR SERVICES 20
B1.01 COMPENSATION LIMITS 20
B1.02 CONSULTANT NOT TO EXCEED 20
ARTICLE B2 WAGE RATES 20
B2.01 FEE BASIS 20
82.02 EMPLOYEES AND JOB CLASSIFICATIONS 20
B2.03 MULTIPLIER 20
B2.04 CALCULATION 20
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 20
B3.01 LUMP SUM 21
B3.02 PERCENTAGE OF CONSTRUCTION COST 21
B3.03 HOURLY RATE FEES 21
B3.04 REIMBURSABLE EXPENSES 22
B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 22
B3.06 FEES for ADDITIONAL SERVICES 22
B3.07 PAYMENT EXCLUSIONS 22
B3.08 FEES RESULTING FROM PROJECT SUSPENSION 22
ARTICLE B4 PAYMENTS TO THE Consultant 23
B4.01 PAYMENTS GENERALLY 23
B4.02 FOR COMPREHENSIVE BASIC SERVICES 23
B4.03 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 23
ARTICLE B5 COMPENSATION FOR REUSE 23
B6.01 GENERAL 23
SCHEDULE B1 - WAGE RATES 24
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PROFESSIONAL SERVICES AGREEMENt
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Service Category Comprehensive Architectural and Engineering
Contract Type Project Specific
Project (if applicable) Virginia Key Beach Park Museum
Consultant BEA International and Huff+Gooden Architects LLC
Consultant Office Location
BEA International
4111 Le Juene Road
Coral Gables, Florida 33146
and
Huff+Gooden Architects LLC
302B King Street
Charleston, South Carolina 29401
City Authorization City Code Section 18-87
THIS AGREEMENT made this T day of in the year 2006 (this
"Agreement") by and between The City of Miami, Florida, a municipal corporation whose
principal address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called the "City,")
on behalf of The Virginia Key Beach Park Trust, a limited agency and instrumentality of the City
whose principal address is 4020 Virginia Beach Drive, Miami, Florida 33149 (hereinafter called
the "Trust" or "VKBPT"). and BEA International, a whose principal
address is 4111 Le Juene Road, Coral Gables, Florida 33146 and Huff+Gooden Architects LLC
, a whose principal address is 302B King Street, Charleston, South
Carolina 29401 (hereinafter jointly called the "Consultant").
RECITAL
A. The City on behalf of the Trust issued a Request for Qualifications ("RFQ") No.
05-06-081 on June 15, 2006 for the provision of Comprehensive Architectural and Engineering
services for the Virginia Key Beach Park Museum Project and Consultant's proposal
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PROFESSIONAL SERVICES AGREEMENt
("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.
B. WHEREAS, the Trust on July 1, 2007 has recommended Consultant to the City
and the City on behalf of the Trust, 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 (the
"Services").
WITNESSETH, that the City, the Trust, and the Consultant, for the considerations herein
set forth, agree as follows:
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work
beyond the basic services secured in compliance with
Florida Statutes.
1.02 Attachments and Exhibits means the
attachments and exhibits to this Agreement, which
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 City 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 on behalf of the Trust. 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 Construction Budget means the amount
allocated by the Trust for construction of the Project
and all increases, if any, authorized by the Trust and
by the City, as applicable, for the Project and provided
to the Consultant for the purpose of designing the
Project..
1.09 Consultant means the individual, partnership
corporation, association, joint venture, or any
1.10 Contractor means an individual, partnership,
corporation, association, joint venture, or any
combination thereof, which has entered into a
contract with the Trust and the City for construction of
the Virginia Key Beach Park Museum and incidentals
thereto in the City's Virginia Key Beach Park.
1.11 Director means the Director of the
Department of Capital Improvements for the City of
Miami or designee.
1.12 Executive Director means the Chief
Executive Officer of the Virginia Key Beach Park
Trust, who has the authority and responsibility for the
Trust for managing this Project covered under this
Agreement.
1.13 Inspector means an employee of the Trust,
the Cily or of a consulting firm hired by the Trust or
the City and assigned by the Trust or the City to make
observations of Work performed by a Contractor.
1.14 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 the Project or a
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specific task of a Project as outlined in the Scope of
Work.
1.15 Project Manager means an employee or
representative of the Trust or the City assigned by the
Director 10 manage and monitor the Work to be
performed under this Agreement and the construction
of the Project as a direct representative of the Trust or
the City.
1.16 Project means the constructionand
incidentals thereto, of the Virginia Key Beach Park
Museum as contemplated and budgeted by the Trust
or the City. The Project(s) shall be further defined in
the Scope Of Services section of this Agreement.
1.17 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 and governed by lhe 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.
1.18 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.
1.19 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.
1.20 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.
1.21 Trust means the Virginia Key Beach Park
Trust, a limited agency and instrumentality of the City
and the public agency which is a party hereto and for
which this Agreement is 10 be performed. In all
respects hereunder, the Trust's performance is
pursuant to its position as an instrumentality of and on
behalf of the City and the City's position as the Owner
of the Project.
1.22 Wage Rates means the effective direct
expense to Consultant and/or Subconsultant, 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.
PROFESSIONAL SERIVCES AGREEMENT
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
2.01-1 Commencement
The term of this Agreement shall commence upon
execution of this Agreement by all parties hereto and
shalt conclude upon the completion and acceptance
of the Work by the Director and the Executive 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 under this Agreement, including
the special terms and conditions set forth in
Attachment "A", which by are by reference
incorporated into and made a part of this Agreement.
Consultant represents to the City and the Trust that:
(i) it possesses all qualifications, licenses and
expertise required for the performance of the
Services, including but not limited to full qualification
to do business in Florida and full-time professional
architect(s) licensed and working in the State of
Florida; (ii) it is not delinquent in the payment of any
sums due the City or to the Trust, including payment
of permits, fees, occupational licenses, etc., nor in the
performance of any obligations to the City or to the
Trust, (ili) all personnel assigned to perform the
Services are and shall be, at all times during the term
hereof, fully qualified and trained to perform the tasks
assigned to each; (iv) the Services will be performed
in the manner, at such times, and for the budgeted
amounts described In Attachment B, and (v) each
person executing this Agreement on behalf of
Consultant has been duly authorized to so execute
the same and fully bind Consultant as a party to this
Agreement pursuant to Consultant's authorizing
resolution attached hereto.
2.03 COMPENSATION
2.03-1 Comoensation Limits
The maximum amount of compensation payable by
the Trust and/or the City to Consultant as a not to
exceed fee, is $(to be determined) based on a Basic
Fee of $(to be determined), $(to be determined), for
reimbursable expenses, and $(to be determined)in
additional services fees. This amount is based on
the methods of compensation established in
Attachment B. In no event shall the amount of
compensation and approved expenses exceed said
total amount unless explicitly approved by action of
the City Manager or the City Commission, as may be
applicable pursuant to Section 18-87 of the City Code,
in consultation with the Trust, and put into effect by
written amendment to this Agreement.
Neither the City nor the Trust shall be liable for any
costs, fees, expenses or charges beyond the total
amount of compensation and approved expenses
specified in this subsection for lhe Scope of Services
referenced in Attachments A and B. Neither lhe City
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PROFESSIONAL SERIVCES AGREEMENT
nor the Trust shall be liable for any cost, fee,
reimbursement expense or other liability beyond the
stated maximum amount of ($to be determined). The
maximum of ($to be determined) will be the upper
limit of liability of the Trust and/or the City, as
applicable, for all fees of the Consultant, its
subconsultants, agents, or representatives, and
inclusive of costs, reimbursable expenses and any
other approved expenditure relating to Consultant's
performance of the Services.
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
112.081, Florida Statutes.
Should the City or the Trust, as applicable, 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 Prompt
Payment Act.
Consultant agrees and understands that (i) any and
all subconsultants providing Services related to this
Agreement shall be paid through Consultant and not
paid directly by the Trust or the City, and (ii) any and
all liabilities regarding payment to or use of
subconsultants for any of the Services related to this
Agreement shall be borne solely by Consultant.
Neither Consultant nor any of its employees nor its
Subconsultants shall perform any Work unless duly
authorized by the Project Manager. Consultant shall
not be paid (I) for any work performed outside the
Scope of Services for this Agreement, or (ii) for any
work performed by any of Consultant's employees or
Subconsultants not otherwise previously authorized.
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 in
consultation with the Trust. Said approval shall not be
construed as constituting an agreement between the
City on behalf of the Trust and said other person(s) or
firm.
3.02 REMOVAL OF UNSATISFACTORY
PERSONNEL
Director in consultation with the Trust 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 on behalr of the
Trust 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 consultation with the Trust, in
part, on the basis of qualifications of particular staff
identified in Consultant's response to City's
solicitation on behalf of the Trust, 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 in consultation with the Trust should there
be a delay on the part of the City or the Trust in
fulfilling their respective obligations, as applicable,
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 to 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 Ommisslons
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 to, increased costs of
construction, and damages associated with the
Contractor's Work or the work of other Project
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
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PROFESSIONAL SERIVCES AGREEMENT
responsible for construction related cost resulting from
the above where such discrepancies, errors and
omissions result from the negligence of the Consultant/
3.05-2Nonconforming 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
meetings will be scheduled 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 all participants 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 Executive 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.
4.01.3 All of Consultant's Subconsultants are set
forth in the Schedule Al. Consultant shall provide
to City such information as may be requested
from time to time regarding all Subconsultants
providing Services related to this Agreement in a
timely manner. Failure to provide the required
information may disqualify a Subconsultant from
performing Services under this Agreement.
Consultant shall al all limes provide fully
qualified, competent and physically capable
Subconsultants to perform the Services under
this Agreement.
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 and the Trust under this
Agreement and which require all Subconsultants
to comply with all applicable terms and conditions
of the RFQ and all applicable federal, state,
county, and local laws, rules, regulations, and
ordinances. Subconsultants 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 Suboonsullants 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 and Executive 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 and Executive 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 Trust or the City, as applicable, to Consultant
while Consultant was In default shall be immediately
returned to the Trust or the City, as applicable.
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.
In the event of termination due to default, in addition
to the foregoing, Consultant shall be liable to the Trust
and the City for all expenses incurred by the Trust
and the City in preparing and negotiating this
Agreement, as well as all costs and expenses
incurred by the Trust and the City in the re -
procurement of the Work,. In the event of default, the
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PROFESSIONAL SERIVCES AGREEMENT
Trust and the City may also suspend or withhold
reimbursements from Consultant until such time as
the actions giving rise 10 default have been cured.
5.02 TIME TO CURE DEFAULT: FORCE
MAJEURE
The Trust and the 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 timeframe stipulated in said notice. Failure to
cure the default in the stipulated timeframe may result
in the City Manager, or Director and the Executive
Director terminating This Agreement. The City
Manager or Director in conjunction with the Executive
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 the Trust and the
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 Trust and the City within two (2)
working days of said force majeure occurrence. Any
time extension shall be subject to mutual agreement
and shalt 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
Trust or 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 Trust or
the City, if breach of contract has not been corrected
within sixty (60) days from the date of the Trust and
the City's receipt of a written notice from Consultant
specifying the Trust's or the City's breach, as
applicable, 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,
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 delay.
6.04 NO CONFLICT OF INTEREST
Pursuant to City of Miami Code Section 2-611, as
amended ("City Cade"), regarding conflicts of interest,
Consultant hereby certifies to City that no individual
member of Consultant, no employee, and no
Subconsultant assisting Consultant under this
Agreement nor any immediate family member of any
of the same is also a member of any board,
commission, or agency of the City. Consultant hereby
represents and warrants to the City that throughout
the term of this Agreement, Consultant, its employees
and its Subconsultants will abide by this prohibition of
the City Code,
For the breach or violation of this provision, the City
shall have the right to terminate the Agreement
without delay.
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, including all electronic copies willl 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 ail 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 for itself and on behalf of the Trust at any
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PROFESSIONAL SERIVCES AGREEMENT
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
completionitermination 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
and the Trust agree that Consultant shall not be liable
for and hereby waive all claims arising out of or
connected with (a) the use, modification or misuse by
the City or the Trust 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 or the Trust.
The Trust and the City agree 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.
The Consutlant will not be liable for use by the Trust
or 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 Trust and 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 Trust's or 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 Trust or 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 additional services will include the
provision for the re -use of plans and specifications,
including construction drawings of Consultant, its
agents, employees, representatives, and
Subconsultants, 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 Consutlant will not be liable for use
by the Trust or 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 taw, Consultant agrees and
shall require its Subconsultants not to divulge, furnish
or make available to any third person, firm or
organization, without Trust and the City's prior written
consents, 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 and shall require its
Subconsultants to keep adequate records, files,
invoices, receipts, and other 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 applicable Florida
Statutes. Otherwise, the records, files, invoices,
receipts and other supporting documentation will be
retained by Consultant and by its Subconsultants 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. The Trust and the
City, or any duly authorized agents or representatives
of Trust and the City, shall have the right to audit,
inspect, and copy all such records, files, invoices,
receipts and other supporting 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
Consultant shall indemnify, defend and hold harmless
the City, the Trust, and their officials, employees and
agents (collectively referred to as "Indemnitees") and
Page 9
PROFESSIONAL SERIVCES AGREEMENT
each of them from and against all loss, costs,
penalties, fines, damages, claims, expenses
(including reasonable attorney's fees) or liabilities
(collectively referred to as "Liabilities") by reason of
any injury to or death of any person or damage to or
destruction or loss of any property arising out of,
resulting from, or in connection with (I) the
performance or non-performance of the Services
contemplated by this Agreement (whether active or
passive) of Consultant or its employees, agents,
representatives, servants or Subconsultants
(collectively referred to as "Consultant") which is or is
alleged to be directly or indirectly caused, in whole or
in part, by any act, omission, default or negligence
(whether active or passive or in strict liability) of the
Indemnities, or any of them, or (ii) the failure of the
Consultant to comply materially with any of the
requirements herein, or the failure of the Consultant to
conform to statutes, ordinances, or other regulations
or requirements of any governmental authority, local,
federal or state, in connection with the performance of
this Agreement.
Consultant expressly agrees to indemnify and hold
harmless the Indemnities, or any of them, from and
against all liabilities which may be asserted by an
employee or former employee of Consultant, or any of
its Subconsultants, as provided above, for which the
Consultant's liability to such employee or former
employee would otherwise be limited to payments
under state Workers' Compensation or similar laws.
Consultant further agrees to indemnify, defend and
hold harmless the Indemnitees from and against (i)
any and all Liabilities imposed on account of the
violation of any law, ordinance, order, rule, regulation,
condition, or requirement, in any way related, directly
or indirectly, to Consultant's performance under this
Agreement, compliance with which is left by this
Agreement to Consultant, (ii) for any errors in the
provisions of Services and for any fines which may
result from the fault of Consultant, and (iii) any and all
claims, and/or suits for labor and materials furnished
by Consultant or utilized in the performance of this
Agreement or otherwise.
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
Trust and 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 Agreement 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.
This section shall be interpreted to comply with
Sections 725.08 and/or 725.08, Florida Statutes.
Consultant's obligations to indemnify, defend, and
hold harmless the Indemnitees shall survive the
termination of this Agreement.
Consultant understands and agrees that any and all
liabilities regarding the use of any Subconsultant for
Services related to this Agreement shall be borne
solely by Consultant throughout the duration of this
Agreement and that this provision shall survive the
termination of this Agreement.
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 hasobtained
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 thirty (30) days of the change.
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
Trust and the City shall be named an additional
insureds 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
Page 10
PROFESSIONAL SERIVCES AGREEMENT
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. 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 Trust or the City.
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT AND INSPECTION RIGHTS
The Trust and the City reserve the right to audit and
to inspect 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 Trust and the
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 Trust, 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 the
City and the Trust 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 Trust and the City, acting by and
through the Trust Board of Directors and the City
Commission. It is understood lhat 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 Trust and City written
approvals.
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, the Trust 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
Trust and the City determine the Project price was
increased due to inaccurate, incomplete or non-
current wage rates and other factual unit costs
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 Trust and the City under ARTICLE 8
where Consultant shall pay the Trust's and the City's
reasonable attorneys' 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 whom 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:
Gary Farbrikant
Assistant Director
Page 11
PROFESSIONAL SERIVCES AGREEMENT
Department of Capital Improvements (CIT)
444 S.W. 2nd Ave., - 8'h FI
Miami, Florida 33130
With copies to:
David Shorter, Executive Director
Virginia Key Beach Park Trust
4020 Virginia Beach Drive
Miami, Florida 33149.
Jorge L. Fernandez, City Attorney
City of Miami
444 S.W. 2nd Ave., Suite 945
Miami, Florida 33130
FOR Consultant
Gustavo Berenablum, Partner
4111 Le Juene Road
Coral Gables, Florida 33146
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 and shall require each of its
Sub -consultants to 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
and shall require its Subconsultants to represent and
warrant 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 AND
EXECUTIVE DIRECTOR
Any matter not expressly provided for herein dealing
with the Trust and the City or decisions of the Trust or
the City shall be within the exercise of the reasonable
professional discretion of the Executive Director and
the Director or their authorized designee(s).
10.11 RESOLUTION OF CONTRACT
DISPUTES:
Consultant understands and agrees that all disputes
between it and the Trust and/or the City based upon
an alleged violation of the terms of this Agreement by
the Trust or 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 $600,000, the City 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
(li) 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
Page 12
PROFESSIONAL SERIVCES AGREEMENT
(iii) City has waived compliance with the
(iii) pi edure set forth hi this section by written
W1 i nt(s�,r o4��d by the City Manager.
d�r'P �:orn
1 0.1 2 aIpJ TikaliijnrtWAIMditant0rwit/ Uqx
1ryL tUi['F slgil xi by the C� ion by Writte4t
I1 Leffort f U e irvA� gper�ti neffert to
Itseive ,lit which may arcs ""tf ng thp; COUJS o
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j�bcrlovignri {�
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RI#rtfar3 %1 1 i e` rnel:Ar IV& tipili�tp as f3�dedtf
ffi titssiv t,pgsNtri fliNfil ilnii t"bHitg c, ,I Ciajf
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i i mettairi t# rt�� S. �, I r lr 1attrb
+►+irp �ptlr�l a�tOG�lgll Wit
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gong fit I t4itr 5 .%7 `%flitialXbe��MittOn
ii'trttetttgrjg Oe aatfll pit , ro�1k*T,4.g1 ?4�ith
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ti iGletwin,
tca uti t i posnii any action n arisrn
tikt:114 ef t#ffiti' iva tt1ccIrIsbnofal>Y litigationu10T3thidDk
'E I�IQN D'Weil crr t
ultal s een procured and ii, b s ►eng i
f•L )pinipf��rt e ir{tEl r T and the City as a
tffidt pt r E 1tt#ult b I i il2A ' gent or
4"iYi0jgy , tl'rtyttor l �fitisTilA Bement
�d�+�li� ��.i �'lll�ft�ttvpp u �,�� rtlhigt6,n ���
dt�s serf c rl it ort 0t �S t tf~�
C 1�e�,gnt rt jailtkr 9. s ,
Cc�n�ultat�t erprise betwcl�` peat#rthe1el'slt�P or othim
r�.en'ler�1
has tro autisorftY tra tt�ind the Trlicls. r he
t�P
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 Trust or the City are not available to
Consultant, and agrees to provide workers'
compensation insurance for any employee or agent of
Consultant rendering services to the Trust and 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 Trust or
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.
10.16. NO THIRD -PARTY BENEFICIARY
No persons other than the Consultant and the City on
behalf of the Trust (arid their successors and assigns)
shall have any rights whatsoever under this
Agreement.
Page 13
PROFESSIONAL. SERIVCES AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and
year first above written.
WITNESS/ATTEST CONSULTANT, BEA International
Signature Signature
Print Name, Title Print Name, Title of Authorized Officer or Official
ATTEST: (Corporate Seal)
Consultant Secretary
WITNESS/ATTEST CONSULTANT, Huff + Gooden LLC
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 Pedro G. Hernandez, P.E. City Manager
ATTEST: Virginia Key Beach Park Trust, a limited
agency and instrumentality of the City of Miami
Secretary of Trust Board David Shorter, Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm, Administrator
Risk Management Department
Jorge L. Fernandez, City Attorney
Page 14
PROFESSIONAL SERIVCES AGREEMENT
Paae 15
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 and to undertake the
responsiblities and obligations upon the terms and conditions as set forth therein 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.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, 1 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 and to undertake the
responsiblities and obligations upon the terms and conditions as set forth therein 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:
Street
Name City State Zip
Address
Page 16
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 and to undertake the responsiblities and
obligations upon the terms and conditions as set forth therein to which this attestation is
attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_
Signed:
Print:
STATE OF
NOTARIZATION
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
Page 17
ATTACHMENT A — SCOPE OF SERVICES
PROFESSIONAL. SERVICES AGREEMENT
ATTACHMENT A - SCOPE OF WORK
ARTICLE Al GENERAL
The Consultant shall provide comprehensive professional Architectural and Engineering with an Architect as the
prime professional, for the Project for which the Consultant was selected in accordance with Section 287.055 Florida
Statutes, as amended, Consultants Competitive Negotiations Act (CCNA).
A1.01 RANGE OF SERVICES
The Consultant shall furnish, as Basic Services, comprehensive professional services for the Project including, but
not limited to field investigations and observations, cost estimates, opinions of probable construction cost, complete
design services, including preparation of bid and construction documents, construction contract administration, and
review of work prepared by Subconsultants. Other services that may be required, at the discretion of the Trust in
consultation with the City as Additional Services, may include, but are not limited to planning, programming, feasibility
studies, construction engineering inspections, review of work prepared by other consultants, and/or other
miscellaneous architectural, registered surveying and mapping, and/or engineering services.
Professional services will be limited to providing architectural and engineering services for the development of a
museum for the Virginia Key Beach Park as further described in Attachment Al. Consultant shall be responsible for
all basic services include in Article A2 below.
A1.02 NON-EXCLUSIVE RIGHT
It is understood that the Notice to Proceed will be issued under this Agreement at the sole discretion of the Executive
Director and the City Manager or Director and that the Consultant has no expectation, entitlement, right to or privilege
to receive a Notice to Proceed for the Project. The Trust and the City reserve at all times the rights 1a perform any
and all Professional Services in-house, or with other private professional architects or engineers as provided by
Section 287.055, Florida Statutes, (Consultants' Competitive Negotiation Act) or to discontinue or withdraw the
Project or to exercise every other choice allowed by law. This Agreement does not confer on the Consultant any
particular, exclusive or special rights to Work required by the Trust or the City.
A1.03 HAZARDOUS MATERIALS
The Consultant and Sub -Consultants shall have no responsibility for the discovery, presence, handling, removal,
disposal or exposure of persons of hazardous materials in any form at the Project site, including but not limited to
asbestos products, mold, polycholrinated biphenyl (PCB) or other toxic substances.
A1.04 PAYMENTS
The Trust will pay the Consultant the stipulated amount for the Work required, in accordance with provisions and
limitations of Attachment B. No payment will be made for the Consultant's lime or services in connection with the
preparation of any such proposal or for any Work done in the absence of an executed Work Order, Notice to Proceed
or Purchase Order.
ARTICLE A2 BASIC SERVICES
The Consultant agrees to provide complete professional architectural and/or engineering services as set forth in the
phases enumerated hereinafter, in accordance with the Florida Building Code, latest edition, all federal, state, county
and City of Miami, Florida, Codes andf Ordinances; including all civil engineering, structural engineering,
architectural, mechanical/plumbing engineering, electrical engineering and landscape design services normally
required for a project of an architectural nature. The Consultant shall maintain an adequate staff of qualified
personnel on the Work at all times to ensure its performance as specified in the Agreement. These services are
hereinafter referred to as "Basic Services" shall include the following:
A2.01 Phase I - Programming and Schematic Design:
A2.01-(a) The Consultant shall confer with representatives of the Executive Director to establish the
overall scope of the Project consisting of a detailed listing of ail functions and spaces together with the
square footage of each assignable space, gross square footage, and a description of the relationships
between and among the principal programmatic elements. The Trust shall relay to the City such information
from conferences with the Consultant .
A2.01-(b) The Consultant shall prepare and present in writing to the Trust, and at an oral
presentation if requested, for approvals by the Trust and by the City as applicable, a Design Concept and
Schematics Report, comprising Schematic Design Studies, including an identification of any special
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requirement affecting the Project, Project Development Schedule and a Statement of Probable Construction
Cost, as defined below:
1. The Schematic Design Studies shall consist of site plan(s), floor plans, elevations, sections, and all
other elements required by the Project Manager to show the scale and relationship of the
components and design concepts of the whole. The floor plans may be single -line diagrams. A
simple perspective rendering or sketch, model or photograph thereof may be provided to further
show the design concept.
2. Consultant shall identify and notify the Trust and the Trust shall notify the City of any building code
issues or lack of compliance with current codes which may affect the Scope of Work and/or the
facility where the Work will be performed.
3. The Project Development Schedule shall show the proposed completion dale of each Phase of the
Project through design, bidding, construction and the proposed date of occupancy by the Trust.
4. The Statement of Probable Construction Cost shall include a summary of the estimated cost of the
building and/or other work, including fixed equipment, site improvements, professional fees,
construction contingency allowance, movable equipment (if any), utility services and funding
allocation evaluation comprising a brief description of the basis for estimated costs(similar projects)
with square fool costs. Costs shall be adjusted to the projected bid date and a preliminary
evaluation of the program as it pertains to the allocated construction funds.
5. If the statement of Probable Construction Costs exceeds allocated funds, the Consultant shall
prepare recommendations for reducing the scope of the Project in order to bring the estimated
costs within allocated funds.
A2.01-(c) The Consultant shall submit to the Trust an electronic set of all documents and three
copies of documents required under this Phase, without additional charge, for review and approval by the
Trust and the Trust shall forward such documents for approval by the City, as applicable. Consultant shall
not proceed with the next Phase of the Work until the documents have been approved, in writing, by the
Trust and the City ,as applcable, and an Authorization to Proceed with the next Phase has been issued by
the Trust and the City, as applicable.
A2.02 Phase II — Design Development:
A2.02-(a) From the approved Schematic Design documents, the Consultant shall prepare and
present in writing to the Trust, and at an oral presentation if requested, for approvals by the Trust and the
City, as applicable, Design Development Documents, an updated Project Development Schedule and an
updated Statement of Probable Construction Costs as defined below:
1. The Design Development Documents shall consist of drawings (site plans, floor plans, elevations,
sections), outline specifications, and other documents that delineate and describe the size and
character of the entire Project with respect 10 architectural; civil, structural, mechanical and electrical
systems; landscaping; construction, materials, finishes and other items incidental thereto and as
required by the Project Manager, and as may be appropriate and applicable. Consultants staff from
each of the major technical disciplines shall attend the oral presentation (if requested) of Phase II
documents, to explain the design concept of their systems.
2. The updated Development Schedule shall show the proposed completion date of each Phase of the
Project Through design, bidding, construction and proposed date of occupancy.
3. The updated Statement of Probable Construction Cost shall include a summary of the estimated
cost of the building including fixed equipment, site improvements, professional fees, movable
equipment (if any), utility services extensions and funding allocation evaluation comprising a brief
description of the basis for estimated costs. Costs shall be adjusted to the projected bid date and
an evaluation of the project cots as they pertain to the allocated construction of the Project.
4. If the statement of Probable Construction Costs exceeds allocated funds, the Consultant shall
prepare recommendations for reducing the scope of the project in order to bring the estimated
costs within allocated funds.
A2.02-(b) The Consultant shall return to the Trust review (check) sets of documents from the
Schematic Design Phase submission and the Trust shall forward as applicable to the City.The Consultant
shall provide an appropriate written response to all review commentary noted on these previous Phase
documents.
A2.02-(c) The Consultant shall submit to the Trust an electronic set of all documents and three hard
copies of documents required under this Phase, without additional charge, for review and approval by the
City. Consultant shall not proceed with the next Phase of the Work until the documents have been
approved, in writing, by the Trust and the City, and an Authorization to Proceed with the next Phase has
been issued by the Trust and the City.
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A2.03 Phase 111 - Construction Document Development
A2.03-(a) From the approved Design Development Documents, the Consultant shall prepare for
written approvals by Trust and the City, as applicable, Final Construction Documents setting forth in detail
the requirements for the construction of the Project, including the Sid Form and other necessary information
for the bidders, Supplemental Terms and Conditions for the Contract, complete fully permittable drawings
and technical specifications (the Project Manual). The Consultant is responsible for complete coordination
between the engineering and architectural disciplines and compliance of the design and Construction
Documents with all applicable codes.
A2.03-(b) Maximum Cost Limit: Prior to authorizing the Consultant to proceed with preparation
of Construction Document Development, the Trust in consultation with the City may establish and
communicate to the Consultant a maximum sum for the cost of construction of the Project ("Maximum Cost
Limit"). If the City has not advertised for bids within ninety (90) days after the Consultant submits the Final
Design to the Trust, the estimate of the cost of construction shall be adjusted by Consultant. The Consultant
cannot and does not guarantee that bids or negotiated prices will not vary from any estimate of Probable
Construction Cost or evaluation prepared or agreed to by the Consultant. Notwithstanding anything above
to the contrary, the Trust in consultation with the City may require the Consultant to revise and modify
Construction Documents and assist in the re -bidding of the Work at no additional cost or fee to the Trust and
the City if all responsive and responsible bids received exceed the Maximum Cost Limit.
A2.03-(c) 30% Construction Documents Submittal: The Consultant shall make a 40%
Construction Documents submittal to the Trust, for review and approval by the Trust and applicable
approvals by the City, which shall include the following:
1. A reproducible and three hard copy sets of all 40% construction drawings, including any minor
revisions, additions, corrections and applifications indicated and/or "Red -Lined" by the Trust as part
of the review of the Design Development Documents. Consultant shall return to the Trust review
(check) sets of documents from the Design Development Phase submission and the Trust shall
forward as applicable to the City. The Consultant shall provide an appropriate response to all
review commentary noted on these previous Phase documents,
2. A Drawing Cover Sheet listing an index of all number of drawings by each discipline. Drawings not
included in the 30% review shall be noted.
3. The updated Project Development Schedule 10 include an outline of mahor construction milestone
activities and the recommended construction duration period in calendar days.
4. An updated Statement of Probable Construction in CS! format, to Include a breakdown of the
buildings components, site improvements, fees, general conditions and construction contingency.
5. Consultant may also be authorized to include in the Construction Documents approved additive
and/or deductive alternate bid items, to permit the Trust to award a Construction Contract within the
limit of the budgeted amount
6. A Project Specifications index and Project Manual with at least 25% of the Specifications
completed.
7. The Consultant shall not proceed with further construction documents development until approvals
of the 30% documents are received in writing from the Trust and the City, as applicable. Approvals
by the Trust and the City, as applicable, shall be for progress only and does not relieve the
Consultant of its responsibilities and liabilities relative 10 code compliance and to other covenants
contained in this Agreement. The Consultant shall resolve all questions indicated on the
documents and make all changes to the documents necessary in response to the review
commentary. The 30% Documents review (check) set shall be returned to the Trust upon
submission of 60% complete Construction Documents and the Consultant shall provide an
appropriate response to all review commentary noted on these previous Phase documents. The
Trust shall forward copies as applicable to the City.
A2.03-(d) 60% Construction Documents Submittal: The Consultant shall make a 60%
Construction Documents submittal to the Trust, for review and approvals by the Trust and the City, as
applicable, which shall include the following:
1. A reproducible and three hard copy sets of all 60% construction drawings, The Consultant shall
additionally attach an index of all anticipated drawing sheets necessary to fully define the
construction and an estimate of the current percent of completion of each of the drawings,
Consultant shall return to the Trust review (check) sets of documents from the Design Development
Phase submission and the Trust shall forward copies to ,the City as applicable. The Consultant
shall provide an appropriate response to all review commentary noted on these previous Phase
documents.
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2. A reproducible and three hard copy sels and two electronic copies of the technical specifications.
The Consultant shall in the preparation of the technical specifications, use CSI Standards, format,
developed and recommended by the Construction Specifications Institute (CSI). However all non-
technical terms and conditions shall be submitted separately as supplemental conditions. The 75%
Construction Documents submittal shall include all applicable sections of CSI Divisions, which shall
be at least 60% complete of the Specifications Sections 100% complete. These specifications shall
be in final form, except as may be revised through the review process.
3. The Consultant shall work closely with the Trust, and in consultation with the City as necessary, in
the preparation of the proposal or itemized bid form and shall prepare the supplementary terms and
conditions or similar document for those conditions unique to this specific project.
4. Color boards, which shall show complete color selections for all finish materials.
5. A Drawing Cover Sheet listing an index of all anticipated drawings by each discipline at the 90%
level.
6. An updated Statement of Probable Construction Cost broken down by specification sections, The
Statement shall include any adjustments necessary for projected award date, changes in
requirements, or general market conditions. Authorization to Proceed with the 90% Construction
Documents will not be issued if the latest Statement of Probable Construction Cost exceeds the
Total Authorized Construction Budget, unless the City increases the Total Authorized Construction
Budget or the Consultant, the Trust and the City agree on methods of cost reduction sufficient to
enable construction within the funds available. Any increase or reduction in the Construction
Budget shall be agreed upon in writing by the duly authorized signatories of the respective parties.
7. Consultant may also be authorized to include In the Construction Documents approved additive
and/or deductive alternate bid items, to permit the Trust, in consultation with the City, to award a
Construction Contract within the limit of the budgeted amount
8. The Consultant shall not proceed with further construction documents development until approvals
of the 60% documents is received in writing from the Trust and the City as applicable. Approvals
by the Trust and the City shall be for progress only and does not relieve the Consultant of its
responsibilities and liabilities relative 10 code compliance and to other covenants contained in this
Agreement. The Consultant shall resolve all questions indicated on the documents and make all
changes to the documents necessary in response to the review commentary. The 60% Documents
review (check) set shall be returned to the Trust, and the Trust shall forward copies as applicable to
the City, upon submission of 100% complete Construction Documents and the Consultant shall
provide an appropriate response 10 all review commentary noted on these previous Phase
documents
A2.03-(e) 90% Construction Documents Submittal: The Consultant shall make a 100%
Construction Documents submittal, for final review, comments and approval by the City in consultation with
the Trust The Trust shall review documents for program compliance only; it is the Consultant's responsibility
to coordinate its Work as well as the Work generated by the various Subonsultants involved with the Work.
The 100% submittal shall include the following.
1. Three sets of all 90% constructions permittable and constructible drawings for review. Each Sub -
consultant shall provide its drawings to a 90% level of completion with this submittal. The Drawings
submitted at this Phase shall include all details, schedules, tables, and calculations for the project
to be submitted for "Dry -Run" Permit.
2. An electronic copy and one set of all reports, programs, and similar documents necessary for the
issuance of documents for bidding and construction contract award.
3. An updated Project Development Schedule, to include an outline of major construction milestone
activities and the recommended construction duration period in calendar days.
4.' An updated Statement of Probable Construction Costs (including construction contingency
allowance and similar allowances) broken down by specification CSI sections. The Statement shall
include any adjustments necessary for projected award date, changes In requirements, or general
market conditions. If the Statement of Probable Construction Cost exceeds the Total Authorized
Construction Budget, the Consultant shall review materials, equipment, component systems and
types of construction included in the Contract Documents and shall recommend changes in such
items and/or reasonable adjustment in the scope of the Project that will result in bids within the
allocated funds. All such changes in the Contract Documents shall be made at no additional cost
to the Trust. It is agreed that any "Statement of Probable Construction Costs" prepared by the
Consultant represents a reasonable estimate of cost In Consultant's best judgment as a
professional familiar with the local construction industry.
5. Contractor payment schedule based on pay for performance parameters. Consultant shall identify
constuction milestones that are based on a monthly payment schedule.
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PROFESSIONAL SERVICES AGREEMENT
6. A list of all submittals, including samples and shop drawings that will be required of the construction
contractor that dearly identifies shop drawings or other submittals that wil require design by the
contractor.
7. Consultant shall submit separte from the drawings and specifications a list of all terms and
conditions recommended by the Consultant that are not in the City's standard construction bid
documents.
NOTE: BEA International shall be responsible for signing and sealing all drawings.
A2.03-(f) Dry Run Permitting: The Consultant shall file and follow-up for building permits at
the earliest practicable time during the performance of the Work, the necessary portions of the Contract
Documents for approval by City, County, State and/or Federal authorities having jurisdiction over the Project
by law or contract with the City, and shall assist in obtaining any such applicable certifications of "permit
approval" by such authorities prior to approval by the Department of the 100% complete Review Set and
printing of the Contract Documents. The Consultant shall promptly, at any time during the performance of
the Work hereunder, advise the City of any substantial increases in costs set forth in the Statement of
Probable Construction Cost that in the opinion of the Consultant is caused by the requirement(s) of such
permitting authorities. The Consultant shall make all required changes and resolve all questions presented
or revisions required by the permitting authorities on the documents at no additional cost to the Trust From
the approved "Dry -Run"; Consultant shall deliver to the Trust one set of reconciled drawings, noting any and
all revisions in reporducible and CADD files to be uses as the "Bid Set" insuring there are no discrepancies
from permitted drawings.. The 100% completed check set (s) shall be returned to the City. Upon final
approval by the City, the Consultant shall furnish a reproducible and two set of all drawings and technical
specifications and supplemental conditions and two electronic copy to the City, without additional charge.
A2.03-(g) 100% Drawings: The Consultant shall submit ten (10) copies of the permitted set of plans
together with ten copies of the final set of spcifications to the City with a revied Statement of Probable
Construction Cost thagt reflects any revisons in cost resulting from the permitting process.
A2.04 Phase IV - Bldding and Award of Contract:
A2.04-(a) Bid Documents Approvals and Printing Upon obtaining all necessary approvals of the
Construction Documents, from authorities having jurisdiction, acceptance by the Trust and the City, as
applicable, of the 100% Construction Documents and latest Statement of Probable Construction Cost, the
Consultant shall assist the City, in consultation with the Trust, in obtaining bids, preparing and awarding the
construction contract. The City, for bidding purposes, will have the bid documents printed, or, at its own
discretion, may authorize such printing as a reimbursable service to the Consultant.
A2.04-(b) Issuance of Bid Documents. Addenda and Bid Opening
1. The City in consultation with the Trust shall issue the Bid Documents to prospective bidders and
keep a complete List of Bidders
2. The Consultant shall assist the City, in consultation with the Trust, in the preparation of responses
to questions if any are required, during the bidding period. All addendum or clarifications, or
responses shall be issued by the City in consultation with the Trust.
3. The Consultant shall prepare revised plans, if any are required, for the City to issue to all
prospective bidders.
4. The City will schedule a "Pre -Bid Meeting" on an as needed basis, for the Project. The Consultant
shall attend all any pre -bid meeting(s) and require attendance of Subconsultants at such meetings.
5. The Consultant will be present at the bid opening, if requested by the City.
A2.04(c) Rid Evaluation and Award The Consultant shall assist the City, in consultation with the
Trust, in evaluation of bids, determining the responsiveness of bids and the preparation of documents for
Award of a contract. If the lowest responsive Base Bid received exceeds the Total Allocated Funds for
Construction, the City , in consultaiton with the Trust, may:
1. Approve an increase in the Project cost and award a Contract;
2. Reject all bids and re -bid the Project within a reasonable time with no change in the Project, or
additional compensation to the Consultant;
3. Direct the Consultant to revise the scope and/or quality of construction, and rebid the Project. The
Consultant shall, without additional compensation, modify the Construction Documents as
necessary to bring the Probable Construction Cost based on such revisions with in the Total
Authorized Construction Budget. The City, in consultation with the Trust, may exercise such option
where the bid price exceeds 10% of the Fixed Construction Budget provided to the Consultant and
as may be modified by the .City and the Consultant prior to soliciting bids.;
4. Suspend, cancel or abandon the Project
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PROFESSIONAL SERVICES AGREEMENT
NOTE: Under item 3(c) above the Consultant shall, without additional compensation, modify the Construction
Documents as necessary to bring the Probable Construction Cost within the budgeted amount. The City, in
consultation with the Trust, may recognize exceptional construction market cost fluctuations before exercising option
3(c) above.
A2.05 Phase V - Administration of the Construction Contract:
A2.05-(a) The Construction Phase will begin with the award of the construction contract and will end
when the Consultant has provided to the City all post construction documents, including Contractor As -Built
drawings, Consultant's record drawings, warrantees, guarantees, operational manuals, and Certificate(s) of
Occupancy have been delivered to the City and the City and the Trust approve the final payment to the
Consultant. During this period, the Consultant shall provide administration of the construction contract as
provided by this Agreement, and as provided by law.
A2.05-(b) The Consultant, as the representative of the Trust and the City during the Construction
Phase, shall advise and consult with the Trust and the City and shall have the authority to act on behalf of
the Trust and the City to the extent provided in the General Conditions and the Supplementary Conditions of
the construction contract and their Agreement with the Trust and the City.
A2.05-(c) The Consultant and respective Subconsultants shall visit the site to conduct field
observations, at a minimum on a weekly basis, and at all key construction events; to ascertain the progress
of the Project and shall visit the site as appropriate to conduct field inspections to ascertain the progress of
the Project and determine, in general, if the Work is proceeding in accordance with the Contract Documents.
The Consultant shall provide any site visits necessary for certification if required by the authorities having
jurisdiction. Threshold inspection shall be provided by the Consultant at no additional cost to the Trust and
the City. The Consultant shall report on the progress o the Work, including any defects and deficiencies that
may be obeserved in the Work. The Consultant and/or Subconsultants will not be required to make
extensive inspections or provide continuous daily on -site inspections to check the quality or quantity of the
Work unless otherwise set forth in this Agreement. The Consultant will be responsible for writing minutes of
all meetings and field inspections report it is asked to attend, as well as the distribution of the minutes.
Consultant and Subconsultants will not be held responsible for construction means, methods, techniques,
sequences, or procedures, or for safety precautions and programs in connection with the Work. The
Consultant and his/her Subconsultants will not be held responsible for the Contractor's or subcontractors', or
any of their agents' or employees' failure to perform the work in accordance with the contract unless such
failure of performance results from the Consultant's acts or omissions.
A2.05-(d) The Consultant shall furnish the Trust with a written report, and the Trust shall forward
copies to the City, of all observations of the Work made by Consultant and require all Subconsultants to do
same during each visit to the Project. The Consultant shall also note the general status and progress of the
Work, on forms furnished by the Trust, and submit them in a timely manner. The Consultant and the
Subconsultants shall ascertain that the Work is acceptable to the Trust and the City, as applicable.
Consultant shall assist the Trust in ensuring that the Contractor is making timely, accurate, and complete
notations on the "as -built" drawings. Copies of the field reports shall be attached to the monthly
Professional Services payment request for construction administration services. The Consultant's failure to
provide written reports of all site visits or minutes of meeting shall result in the rejection of payment requests
and may result in a proportional reduction in Construction Administration fees paid to the Consultant.
A2.05-(e) Based on observations at the site and consultation with the Trust and the City, as
applicable, the Consultant shall determine the amount due the Contractor based on the pay for performance
milestones and shall recommend approval of such amount as appropriate. This recommendation shall
constitute a representation by the Consultant to the Trust and to the City that, to the best of the Consultant's
knowledge, information and belief, the Work has progressed to the point indicated and that, the quality of the
Work is in accordance with the contract and the Contractor Is entitled to amount stated on the requisition
subject to:
1. a detailed evaluation of the Work for conformance with the contract upon substantial completion;
2. the results of any subsequent tests required by the contract;
3. minor deviations from the contract correctable prior to completion;
4. any specific qualifications stated in the payment certificate and further that' the Contractor is entitled
to payment in the amount agreed upon at a requisition site meeting or as stated on the requisition.
Prior to recommending payment to the Contractor, the Consultant will prepare a written statement to the
Trust, and the Trust shall forward to the City, regarding the status of the Work relative to the Construction
Schedule, which shall be attached to the Contractor's Requisition. Such statement shall be prepared
immediately following the requisition field meeting and shall not be cause for delay in timely payment to the
Contractor. By recommending approval of a Payment Certificate, the Consultant shall not be deemed to
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PROFESSIONAL SERVICES AGREEMENT
represent that the Consultant has made any examination to ascertain how and for what purpose the
Contractor has used money paid on account of the Construction Contract Sum.
A2.05-(f) The Consultant shall be the interpreter of the requirements of the Contract
Documents and the judge of the performance thereunder. The Consultant shall render interpretations
necessary for the proper execution or progress of the Work upon written request of either the Trust or the
Contractor, and shall render written decisions, within maximum of ten (10) calendar days, on ail claims,
disputes and other matters in question between the Trust and the Contractor relating to the execution or
progress of the Work. Interpretations and decisions of the Consultant shall be consistent with the intent of
and reasonably inferable from, the Contract Documents and shall be in written or graphic form.
A2.05-(g) The Consultant shall have the authority to recommend rejection of Work, which does not
conform to the Contract Documents. Whenever, in his/her reasonable opinion, the Consultant considers it
necessary or advisable to insure compliance with the Contract Documents, the Consultant will have the
authority to recommend special inspection or testing of any Work deemed to be not in accordance with the
Contract, whether or not such Work has been fabricated and/or delivered to the Project, or installed and
completed.
A2.05-(h) The Consultant shall promptly review and approve shop drawings, samples, RFts and
other submissions of the Contractor. Changes or substitutions to the Contract Documents shall not be
authorized without concurrence of the Trust's Project Manager, Executive Director, and Director and shall be
authorized with or without change in costs to the construction. The Consultant shall have a maximum of ten
(10) calendar days form receipt of shop drawings, samples, RFI's or other submittals by the Contractor, to
return the shop drawings or submittals to the Contractor with comments indicating either approval or
disapproval. Consultant shall provide the Contractor with a detailed written explaination as to the basis for
rejection.
A2.05-(I) The Consultant shall initiate and prepare required documentation for changes as required
by the Consultants own observations or as requested by the City, and shall review and recommend action
on proposed changes. Where the Contractor submits a request for Change Order or Change Proposal
request, the Consultant shall, within ten (10) calendar days, review and submit to the Trust, his/her
recommendation or proposed action along with an analysis and/or study supporting such recommendation
and the Trust shall forward such recommendation to the City.
A2.05-0) The Consultant shall examine the Work upon receipt of the Contractor's request for
substantial completion inspection of the Project and shall, prior to occupancy by the City, recommend
execution of a "Certificate of Acceptance for Substantial Completion" after first ascertaining that the Project
is substantially complete in accordance with the contract requirements. The Consultant shall in conjunction
with representatives of the Trust and the City and the Contractor prepare a punch list of any defects and
discrepancies in the Work required to be corrected by the Contractor in accordance with Florida Statute
218.735 Upon satisfactory completion of the punch list the Consultant shall recommend execution of a "
Certificate of Final Acceptance" and final payment to the Contractor. The Consultant shall obtain from the
Contractor upon satisfactory completion of all items on the punch list all necessary closeout documentation
from the Contractor, including but not limited to all guarantees, operating and maintenance manuals for
equipment, releases of liens/claims and such other documents and certificates as may be required by
applicable codes, law, and the contract, and deliver them to the City before final acceptance shall be issued
to the Contractor.
A2.05-(k) The Consultant shall monitor and provide assistance in obtaining the Contractor's
compliance with the its contract relative to 1) initial instruction of Trust's personnel in the operation and
maintenance of any equipment or system, 2) initial start-up and testing, adjusting and balancing of
equipment and systems and 3) final clean-up of the Project to assure a smooth transition from construction
to occupancy by the City.
A2.05-(I) The Consultant shall furnish to the City the original documents, including drawings,
revised to as -built" conditions based on information furnished by the Contractor; survey, and specific
condition. In preparing the "as -built" documents the Constultant shall rely on the accuracy of the information
provided by the Contractor, including the Contractor's record drawings. Any certification required under this
Agreement includin the contents of 'as -built" documents are conditioned upon the accuracy of the
information and documents provided by the construction contractor. Transfer of changes made by "Change
Authorization", "Change Order", "Request for Information", substitution approvals, or other clarifications will
be the Consultant's responsibility to incorporate into the "as -built" and record documents. Changes made in
the field to suit field conditions, or otherwise made by the Contractor for Its convenience shall be marked by
the Contractor on the "Field Record Set" and transferred to the original contract documents by the
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PROFESSIONAL SERVICES AGREEMENT
Consultant. The original documents as well as the 'Field Record Set" shall become the property of the City.
A reproducible set of all other final documents will be furnished to the City free of charge by the Consultant.
A2.05-(m) The Consultant shall furnish to the City one complete set of "As -built Drawings", in Auto
CADD Version 2000 or such other format acceptable to the City.
A2.05-(n) The Consultant shall furnish to the City a simplified site plan and floor plan(s) reflecting
"as -built" conditions with graphic scale and north arrow. Plans must show room names, room numbers,
overall dimensions, square footage of each floor and all fonts used in the drawings. Two sets of drawings
shall be furnished on 24" x 36" sheets and one electronic copy.
A2.05-(o) The Consultant assist the City in the completion of the Contractor's performance evaluation
performance during the performance of the construction work and upon final completion of the Project.
Time Frames
Phase I
Phase II
Phase 111
Phase IV
Phase V
for Completion
Programming & Schematic Design 12 weeks
Design Development 10 weeks
Construction Documents 24 weeks
Bidding and Award 16 weeks (estimated)
Construction Administration 78 weeks (estimated)
ARTICLE A3 ADDITIONAL SERVICES:
A3.01 GENERAL
Services categorized below as "Additional Services" may be specified and authorized by City in consultation with the
Trust and are normally considered to be beyond the scope of the Basic Design Services. Additional Services shall
either be identified in a Work Order or shall be authorized by prior written approval of the Executive Director, Director
or City Manager and will be compensated for as provided in Attachment B.
A3.02 EXAMPLES
Except as may be specified in Schedule A herein additional Services may include but are not limited to the following:
A3.02-(a) Needs Analysis: Special analyses of the City's needs, and special detailed programming
requirements for a project.
A3.02-(b) Specialty Studies: Financial feasibility, energy efficiency, life cycle costing, or other special
studies.
A3.02-(c) Design Of Non -Project Facilities: Design services relative to future facilities, systems and
equipment which are not intended to be constructed as part of a specific project.
A3.02-(d) Extraordinary Existing Conditions: Unless otherwise provided herein, providing services to
investigate existing conditions of facilities or to make measured drawings thereof, after the Consultant has
expended an amount of time deemed to be the normal requirement for renovation and alteration projects.
For the purposes of this Agreement, this amount of time shall be that equal to 0.3 of 1% of the Estimated
Construction Cost. The Consultant will be required 10 verify this expenditure, in writing, in accordance with
ARTICLE B4.
A3.02-(e) Cost Estimating: Professional detailed Estimates of Construction Cost consisting of quantity
surveys itemizing all material, equipment and labor required for a project.
A3.02-(f) Interior Design: Interior design services required for or in connection with the selection of
furniture or furnishings, except, all equipment, materials, supplies and related items included in the Scope of
Work.
A3.02-(g) Appraisals: Investigation and creation of detailed appraisals and valuations of existing facilities,
and surveys or inventories in connection with construction performed by the City of Trust.
A3.02-(h) Specialty Design: Any additional special professional services not included in the Scope of Work.
A3.02-(1) Full -Time Construction Management: The services of one or more full-time, on site project field
representatives during construction.
A3.02-(j) Extended Testing & Training: Extended assistance beyond that provided under Basic Services
for the initial start-up, testing, adjusting and balancing of any equipment or system; extended training of
City's personnel in operation and maintenance of equipment and systems, and consultation during such
training; and preparation of operating and maintenance manuals, other than those provided by the
Contractor, subcontractor, or equipment manufacturer
Page A-15
ATTACHMENT A — SCOPE OF SERVICES
PROFESSIONAL SERVICES AGREEMENT
A3.02-(k) Major Revisions: Making major revisions to drawings and specifications resulting in or from a
change in Scope of Work, when such revisions are inconsistent with written approvals or instructions
previously given by the Trust and are due to causes beyond the control of the Consultant. (Major revisions
are defined as those changing the Scope of Work and arrangement of spaces and/or scheme and/or any
significant portion thereof).
A3.02-(I) Expert Witness: Preparing to serve or serving as an expert witness in connection with any public
hearing, arbitration proceeding or legal proceeding, providing, however, that the Consultant cannot testify
against the City in any proceeding during the course of this Agreement.
A3.02-(m) Building Code Revisions: Revisions of plans and specifications required as a result of changes
in building code requirements.
A3.02-(n) Miscellaneous: Any other services not otherwise included in this Agreement or not customarily
furnished in accordance with generally accepted architectural/engineering practice related lo construction.
A3.02-(o) ,Renderings: Upon the request of the Trust for a project rendering and upon written authorization
by the Executive Director, the Consultant shall submit several simple studies of proposed perspective
drawings for the Project, indicating suggestions for angles of view and general composition of a rendering.
Upon approval of a perspective format, the Consultant shall execute and submit one 20" x 30" framed and
glassed perspective rendering in color of the Project and three smaller 10" x 15" framed photographic
copies, in color as requested by the Trust. This will be considered as an additional service, to be
compensated on a mutually agreeable basis in accordance with this Agreement.
ARTICLE A4 REIMBURSABLE EXPENSES
A4.01 GENERAL
Reimbursable Expenses cover those services and items authorized by the Trust in addition to the Basic and
Additional Services and consist of actual, direct expenditures made by the Consultant and the Consultants' for
the purposes listed below. Transportation, travel and per diem expenses within Dade and Broward Counties
shall not be considered as reimbursable expenses under this Agreement. Any travel subject to reimbursement
must be approved by the City in advance of such travel. If Consultant is entitled to reimbursement of travel
expenses, then all bills for travel expenses shall be submitted following applicable provisions of Section
112.061, Florida Statutes.
A4.01-(a) Communications Expenses
Identifiable communication expenses approved by the Project Manager, long distance telephone, courier
and express mail between the Consultant's various permanent offices. The Consultant's field office at the
Project site is not considered a permanent office.
A4.01-(b) Reproduction, Photography
Cost of printing, reproduction or photography, beyond that which is required by or of Consultantas part of the
work, set forth in this Agreement (There is no photography in basic services. Do we want monthly pictures?)
A4.01-(c) Geotechnicallnvesitgation
Identifiable Soil Borings and Reports and testing costs approved by Project Manager.
A4.01-(d) Permit Fees All Permit fees paid to regulatory agencies for approvals directly attributable 10 the
Project. These permit fees do not include those permits required to be paid by the construction Contractor.
A4.01-(e) Surveys Site surveys, special purpose surveys, and/or "As -built" surveys when authorized by the
Project Manager
A4.01-0) Other items not indicated in Section 4.01 when authorized by the Project Manager
A4.02 SUBCONSULTANT REIMBUREMENTS
Reimbursable Subconsultant expenses are limited to the items described above when the Subconsultant agreement
provides for reimbursable expenses and when such agreement has been previously approved in writing by the
Director and subject to all budgetary limitations of the Trust and/or the City, as applicable, and requirements of this
Agreement.
ARTICLE A5 THE TRUST'S AND THE CITY'S RESPONSIBILITIES
A5.01 PROJECT & SITE INFORMATION
Page A-16
ATTACHMENT A — SCOPE OF SERVICES
PROFESSIONAL SERVICES AGREEMENT
The Trust and/or the City, at its expense and insofar as performance under this Agreement may require, shall furnish
the Consultant with the information described below, or, if not readily available, may authorize the Consultant to
provide such information as an Additional Service, eligible as a Reimbursable Expense.
A5.01-(a) Surveys: Complete and accurate surveys of building sites, giving boundary dimensions, locations
of existing structures and/or trees, the grades and lines of street, pavement, and adjoining properties; the
rights, restrictions, easements, boundaries, and topographic data of a building site, and existing utilities
information regarding sewer, water, gas, telephone and/or electrical services,
A5.01-(b) Soil Borings. Geotechnicat Testing: Soil borings or test pits; chemical, mechanical, structural, or
other tests when deemed necessary; and, if required, an appropriate professional interpretation thereof and
recommendations. The Consultant shall recommend necessary tests to the City.
A5.01-(c) General Project Information: Information regarding Project Budget, Trust, City and State
procedures, guidelines, forms, formats, and assistance required establishing a program as per Section
A2.01. (a)
A5.01-(d) Existing Drawings: Drawings representing as -built conditions at the time of original construction,
subject to availability. However, such drawings, if provided, are not warranted to represent conditions as of
the date of receipt. The Consultant must still perform field investigations as necessary in accordance with
Article 2.02A (5) to obtain sufficient information to perform his services. Investigative services in excess of
"Normal Requirements,' as defined, must be authorized in advance.
A5.01-(e) Reliability:The services, information, surveys and reports described in A5.01-(a) through A5.01-
(d) above, shall be furnished at the Trust's expense, and the Consultant shall be entitled to rely upon the
accuracy and completeness thereof, provided the Consultant has reviewed all such information to determine
if additional information and/or testing is required to properly design the project.
A5.02 PROJECT MANAGEMENT
A5.02-(a) The Director or designee shalt act on behalf of the City and the Executive Director or designee
shall act on behalf of the Trust in all matters pertaining to this Agreement. The Executive Director or
designee shall Issue all Notices to Proceed to the Consultant. The Executive Director or designee shall
approve all invoices for payment to the Consultant.
A5,02-(b) The Executive Director and Director shall designate a City Project Manager from staff to have
general responsibility for management of the Project. The Project Manager shall meet with the Consultant
at periodic intervals throughout the Work to assess the progress of the Work in accordance with approved
schedules. The Project Manager shall also examine documents submitted by the Consultant, including
invoices, and shall promptly render decisions and/or recommendations pertaining thereto, to avoid
unreasonable delay in the progress of the Work.
A5.03 CONSTRUCTION MANAGEMENT
A5.03-(a) During the construction phase, the Consultant, the Trust and the City's staff shall assume the
responsibilities described in the general conditions and supplementary conditions of the construction
contract relating to review and approval of the construction work by the Contractor.
A5.03-(b) If the Trust or the City observes or otherwise becomes aware of any fault or defective Work in the
Project, or other nonconformance with the contract during the construction phase, the City shall give prompt
notice thereof to the Consultant.
Page A-17
ATTACHMENT A — SCOPE OF SERVICES
ATTACHMENT Al
PROJECT DESCRIPTION
1.0 OVERVIEW
The intent of the Project is to secure space for the current and long-term needs of a museum for the Viginia Key
Beach Trust as outlined in the Request for Qualifications, which is incorporated by reference and made a part of this
Agreement.
The Project calls for initial design of approximately a 30,000 square foot (s.f.) facility.
A_1 R Consultant Initials
ATTACHMENT A — SCOPE OF SERVICES
SCHEDULE A2 - SUBCONSULTANTS
FIRM NAME
TLC Engineers
EAC Consulting
LLA
E-Science
Tierra, Inc.
Ludivici & Orange
Yazi
NAME
Gustavo Berenblum
Mario Gooden
Ray Huff
Carlos Ramirez
Michael Adelfe
Manny Miele
Shirley Xue
CONSULTING FIELD
MEP
Civil
Landscape & Irrigation
Environmental
Geotechnical
Surveying
Signage
SCHEDULE A3 - KEY STAFF
JOB CLASSIFICATION
Principal & Project Mgr. — BEA
Design Principal — Huff + Gooden
Design Director — Huff + Gooden
Project Architect
Civil Engineer
Construction Administrator
Structural Engineer
********END ATTACHMENT A********
A-1 a Consultant Initials
ATTACHMENT B - COMPENSATION AND PAYMENTS
ARTICLE B1 COMPENSATION FOR SERVICES
B1.01 PROFESSIONAL SERVICE FEES
The compensation for the Work to be perfomed by the Consultant will be based on one of the following three
methods or a combination thereof:
a) Percentage of Construction Cost in accordance with Section 7.OIA.
b) Mutually agreeable Fixed Sum.
c) Hourly Rate
81.02 COMPENSATION LIMITS
The aggregate sum of all payments for fees and costs, including reimbursable expenses, to the Consultant
payable by the Trust under this Agreement shall be limited to the amount specified In Section 2.03-1 as the
maximum compensation limit for cumulative expenditures under this Agreement. Under no circumstances
will the Trust and/or the City have any liability for work performed, or as otherwise may be alleged or claimed
by Consultant, beyond the cumulative amount provided herein, except where specifically approved in
accordance with the City Code by the Executive Director, City Manager, City Commission, or the Virginia
Key Beach Park Trust as applicable as an increase to the Agreement and put into effect via an Amendment
to this Agreement,
ARTICLE B2 WAGE RATES
B2.01 FEE BASIS
Fees and compensation payable under this Agreement may be based upon the Wage Rates that have been
approved by the Executive Director and Director. Said Wage Rates are summarized in Schedule B1
incorporated herein by reference. Said Wage Rates are the effective direct hourly rates, as approved by the
City, of Consultant and Subconsultant employees in the specified professions and job categories that are to
be utilized to provide the Professional Services under this Agreement, regardless of manner of
compensation.
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS
Schedule B1 identifies the professions, job categories and/or employees expected to be used during the
term of this Agreement. These may include, but are not limted to, architects, engineers, landscape
architects, designers, CADD technicians, project managers, GIS and environmental specialists, specification
writers, clerical/administrative support, and others engaged in the Work. to determining compensation for a
given Scope of Work, the Trust reserves the right to recommend the use of Consultant employees at
particular Wage Rate levels.
B2.03 MULTIPLIER
For Work assigned under this Agreement Wage Rates, a multiplier of (2.9) shall apply to the approved
average hourly Wage Rates in calculating compensation payable by the City. If a full or part time -time
project Field Representative is required the multiplier shall not exceed (2.9). Said multiplier is intended to
cover Consultant employee benefits (e.g. sick leave, vacation, holiday, unemployment taxes, retirement,
medical, insurance and unemployment benefits) and Consultant's profit and overhead, including, without
limitation, office rent, local telephone and utility charges, office and drafting supplies, depreciation of
equipment, professional dues, subscriptions, reproduction of documents, drawings and specifications,
mailing, stenographic, administrative and clerical support.
B2.04 CALCULATION
Said Wage Rates are to be utilized by Consultant in calculating compensation payable for the Work and any
additional work directly related to this Project requested by Trust and the City. Consultant shall identify job
classifications, available staff and projected man-hours required for the proper completion of tasks and/or
groups of tasks, milestones and deliverables identified under the Scope of Work as exemplified in Schedule
A2.
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION
The Trust agrees to pay the Consultant, and the Consultant agrees to accept for services rendered pursuant
to this Agreement, fees computed by one or a combination of the methods outlined herein, as applicable, in
the following manner:
City Contract No. Pages B-20 Consultant Initials
B3.01 FIXED SUM
The Trust shall pay the sum of as specified in Article 2.03, said sum being hereinafter called the "Basic Fee"
or total "Basic Compensation". The Fixed Sum shall be based on the rates for Consultant and
Subconsultant employees identified in Schedule B1 Wage Rates plus the multiplier identified in Article
B2.03. The Consultant shall be required to provide their calculation for determining their proposed Fixed
Fee.
If the total budgeted funds for construction of the Project (including construction allowances), are increased
or decreased by more than 20% or the scope of work for this Project is significantly changed, inconsistent
with previous approvals, the fixed fee shall be subject to re -negotiation. However, such fee adjustment will
not be made retroactively to a Phase, which had been completed and approved.
When a portion or all of the construction allowances or contingencies are utilized for authorizing changes to
the Project, the Consultant shall not be entitled to additional compensation unless the scope of work for this
Project is significantly changed, inconsistent with previous approvals.
If a Change Order to the Project is required to modify the Scope of Work, the Consultant will be authorized
an adjustment to the Basic Fee as provided herein, at the rate equal to the percentage represented by the
total Basic Fee to the construction amount at award of the construction contract. City requested changes
shall be paid for at the rate equal to the percentage represented by the total Basic Fee to the construction
amount at award of the construction contract. Such compensation adjustments shall be authorized upon
completion of Phase V of the Project.
The Fixed Sum compensation shall be calculated by Consultant utilizing the Wage Rates established herein.
The City may require Consultant to verify or justify its requested fixed Sum compensation. Such verification
shall present information deemed sufficient and acceptable to City.
83.02 PERCENTAGE OF CONSTRUCTION COST
3.02-1 PERCENTAGE OF CONSTRUCTION COST
A fee of N/A % based on the "Applicable Construction Cost Factor", as defined below, for the
design and construction of the Project said percent being hereinafter called the "Basic Fee". If the City
in consultation with the Trust authorizes an increase in the scope of the Project or the total budgeted
funds for construction of the Project, the Basic Fee will be adjusted.
The "Applicable Construction Cost Factors' shall be the total budgeted funds for construction or the
Consultant's estimate of probable construction cost, whichever is lower, less the construction contract
allowances or contingencies.
The "Applicable Construction Cost Factor" for Phase V shall be the "Actual Construction Cost". The
"Actual Construction Cost" does not include any unused portion of the construction contract allowances
or contingencies, compensation of the consultant, the cost of land, rights -of -way, works of art, and other
costs, which are the responsibility of the City.
When a portion or all of any construction contract allowances or contingencies are utilized for
authorizing changes to the construction contract, or a change order is required to increase the work
authorization amount the Consultant will be authorized an adjustment to the Basic Fee as provided
herein. The Consultant shall be paid for changes to the work not attributable to errors in the
Construction Documents at the rate stipulated pursuant to the percentage fee. The Consultant shall
not be paid fees for any changes attributable to errors and omissions. City requested changes shall be
paid for at the rate stipulated for the percentage fee. Such compensation adjustments shall be
authorized upon completion of Phase V of the Project.
83.03 HOURLY RATE FEES
B3.03-1 Hourly Rate Fees shall be those rates for Consultant and Subconsultant employees identified
in Schedule B1 Wage Rates plus the multiplier identified in Article B2.03. All hourly rate fees will include
a maximum not to exceed figure, inclusive of all costs expressed in the Agreement. The City and the
Trust shall have no liability for any fee, cost or expense above this figure.
City Contract No.
Pages B-21 Consultant Initials
B3.03-2 Hourly Rate Fees may be used only in those instances for Additional Work directly related
to this Project where the parties agree that it is not possible to determine, define, quantify and/or
calculate the complete nature, and/or aspects, tasks, man-hours, or milestones for such Additional Work.
In such cases, the City in consultation with the Trust will establish an allowance that shall serve as a not
to exceed fee for the Work to be performed on an hourly rate basis.
B3.04 REIMBURSABLE EXPENSES
Any fees for authorized reimbursable expenses shall be reimbursed on the cost borne by the Consultant and
shall not include charges for Consultant handling, office rent or overhead expenses of any kind, including
local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional
dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or
other employees time or travel and subsistence not directly related to the Project. Ali reimbursable services
shall be billed to the City at direct cost expended by the Consultant. City authorized reproductions in excess
of sets required at each phase of the Work will be a Reimbursable Expense.
The City will reimburse the Consultant for authorized Reimbursable Expenses pursuant to the limitations of
this Agreement as verified by supporting documentation deemed appropriate by Director or designee
including, without limitation, detailed bills, itemized invoices and/or copies of cancelled checks.
B3.05 FEES FOR ADDITIVE OR DEDUCTIVE ALTERNATES
The design of additive and deductive alternates contemplated as part of the original Scope for the Project as
stated in the Agreement is considered as part of Basic Services. The design of additive and deductive
alternates that are beyond the original Scope of Work and construction budget may be billed the City as
Additional Services. The fees for alternates will be calculated by one of the methods outlined above, as
mutually agreed by the Director and the Consultant.
B3.06 FEES FOR ADDITIONAL SERVICES
The Consultant may be authorized to perform Additional Services for which additional compensation and/or
Reimbursable Expenses, as defined in this Agreement under Sections B3.06 and 83.04 respectively, may
be applicable.
B3.06-1 Determination Of Fee
The compensation for such services will be one of the methods described herein: mutually agreed upon
Lump Sum or Hourly Rate with a Not to Exceed Limit,.
B3.06-2 Procedure and Compliance
Provided that the fee for required Additional Service(s) are within the Allowance for Additional Services
established herein, an independent and detailed Notice to Proceed shall be required to be issued and
signed by the Executive Director, and the Director for each additional service requested by the Trust.
Should said Allowance for Additional Services be exhausted, then an Amendment to the Agreement will
also be required for further Work of this type. The Notice to Proceed will specify the fee for such service
and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami
regulations, including the Purchasing Ordinance, the Consultant's Competitive Negotiation Act, and
other applicable laws.
B3.06-3 Fee Limitations
Any authorized compensation for Additional Services shall not include additional charges for office rent
or overhead expenses of any kind, including local telephone and utility charges, office and drafting
supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings
and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not
directly related to the Project.
B3.07 PAYMENT EXCLUSIONS
Consultant shall not be compensated by Trust or by the City for revisions and/or modifications to drawings
and specifications, for extended construction administration, or for other work when such work is due to
errors or ommissions of Consultant as determined by Trust and the City.
B3.08 FEES RESULTING FROM PROJECT SUSPENSION
If the Project is suspended for the convenience of the Trust or the City for more than three (3) months or
terminated without any cause in whole or in part, during any Phase, the Consultant shall be paid for services
duly authorized, performed prior to such suspension or termination, and all appropriate, applicable, and
City Contract No.
Pages B-22 Consultant Initials
documented expenses resulting from such suspension or termination. If the Project is resumed after having
been suspended for more than three months, the Consultant's further compensation shall be subject to
renegotiation.
ARTICLE B4 PAYMENTS TO THE CONSULTANT
B4.01 PAYMENTS GENERALLY
Payments for Professional Services may be requested monthly in proportion to services performed during
each Phase of the Work. Sub -Consultant fees shall be billed to the City in the actual amount paid by
Consultant. Consultant shall utilize the invoice included in Attachment D as part of this Agreement.
B4.02 FOR COMPREHENSIVE BASIC SERVICES
For this Project, for which comprehensive design services are stipulated, payments shall, in the aggregate,
not exceed the percentage of the estimated total Basic Compensation indicated below for each Phase.
This payment shall be made monthly, based upon the schedule of deliverables, and according to the phases
of this Agreement, in proportion to the services performed do that the compensation at the completion of
each phase shall equal the following percentages and amounts of the total fee for basic services:
Phase I
Phase II
Phase III
Phase IV
Phase V
Virgina Key
Pre -Design Services and Schematics
Design Development
Construction Documents
Bidding and Award
Construction Administration
TOTAL Basic FEE
Beach Park Trust Museum
(to be determined)
(10 be determined)
(to be determined)
(to be determined)
(to be determined)
$1,260,000.00
At the City's option, partial payments may be made during the Construction Contract Administration Phase
in proportion with amounts paid on the Construction Contract. Sub -Consultant fees shall be billed to the
Trust in the actual amount paid by Consultant.
The Consultant is required to file a Monthly Utilization Report (MUR) report with the City. The MUR is
required to accompany every invoice. The MUR should indicate the amount of Agreement monies received
and paid as a the Consultant, including payments to Sub-Consultant(s) (if applicable), from the Trust or the
City pursuant to the Project. Authorized representatives of each listed Sub-Consultant(s) shall sign the
report, verifying their participation in the work contracted and receipt of the monies listed.
B4.03 PAYMENT FOR ADDITIONAL SERVICES
Payment for Additional Services may be requested monthly in proportion to the services performed.
When such services are authorized on an Hourly Rate basis, the Consultant shall submit for approval by the
Executive Director, a duly certified invoice, giving names, classification, salary rate per hour, hours worked
and total charge for all personnel directly engaged on a project or task. The Consultant shall attach to the
invoice all supporting data for payments made to Subconsultants engaged on the Project or task.
In addition to the invoice, the Consultant shall, for Hourly Rate authorizations, submit a progress report
giving the percentage of completion of the Project development and the total estimated fee to completion.
ARTICLE B5 COMPENSATION FOR REUSE
B5.01 GENERAL
It is understood by Consultant that the Trust or the City may re -use the plans and specifications, including
construction drawings, at the City's sole option. By virtue of signing this Agreement Consultant and
Subconsultants agree to a re -use in accordance with this Article without the necessity of further approvals,
compensation, fees or documents being required and without recourse for such re -use.
City Contract No.
Pages B-23 Consultant Initials
SCHEDULE B1 - WAGE RATES
JOB CLASSIFICATION
BEA & Huff + Gooden
Sr. Principal
Principal
Associate
Graduate Architect
Junior Architect
Clerical Administrative
EAC Consultants & TLC Engineers
Principal
Director
Sr. Engineer
Engineer
Engineer, Specialist
Graduate Engineer
Clerical
HOURLY RATE
(Multiplier Applied)
$235.00
$200.00
$150.00
$100.00
$75.00
$65.00
$220.00
$185.00
$160.00
$130.00
$100.00
$80.00
$60.00
City Contract No.
Pages 8-24
Consultant Initials