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HomeMy WebLinkAboutExhibit1Draft #07-1681 Further Amending K#05- of SECOND AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida and Cooper, Robertson & Partners, LLP This Second Amendment ("Second Amendment") is entered into this day , 2007 (but effective as of , 2007, being the "Effective Date") is reinstating, amending, continuing, and extending the Professional Services Agreement which became effective April 4, 2005 (the "Original Agreement"), as amended by first amendment which became effective , 2006 (the "First Amendment") by and between the City of Miami, a municipal corporation of the State of Florida, whose address is 444 S.W. 2nd Avenue, 10`h Floor, Miami, Florida 33130 ("City") and Cooper, Robertson & Partners, LLP., a limited liability partnership qualified to do business in Florida whose principal address is ("Provi der"). RECITALS: WHEREAS, The Commission of the City of Miami ("Commission") (i) by Resolution No. 04-0344 adopted on May 27, 2004, accepted the recommendations of the City Manager approving the findings of the Evaluation Committee pursuant to Request for Qualifications No. 03-04-022 and all addenda thereto (collectively, the "RFQ") which designated Provider as the most qualified to provide a Master Plan for the Museum of Draft Further Revised from Planning and Law 1 Science (B30169) and Miami Art Museum (B30170) collectively known as Bicentennial Park "Museum Park" (the "Museum Park Master Plan") and authorized the City Manager to negotiate a Professional Services Agreement with Provider, and (ii) by Resolution No. 05-0113, adopted February 24, 2005, as amended by Resolution No. 06-0082, adopted on February 9, 2006, authorized the City Manager to enter into the Original Agreement and the First Amendment with Provider (copies of which is attached hereto, made a part hereof, and incorporated hereby as Composite Exhibit A) under the terms and conditions set forth therein in an amount not to exceed One Million, Three Hundred Ninety -Nine Thousand, Nine Hundred and Ninety Five Dollars and No Cents ($1,399,995.00)(the "Original Approved Maximum Amount"); and WHEREAS, the RFQ, Resolution No. 04-0344, Resolution No. 05-0113, Resolution No. 06-0082 and the Original Agreement and the First Amendment contemplate that due to the nature of the Museum Park Master Plan processes, additional services and follow-up with the City and the public may be necessary, and accordingly the Original Agreement and the First Amendment may be further amended and extended beyond the original 12-month period, as extended by the First Amendment, in order to complete services and that any increase in the Original Approved Maximum Amount would need to be further amended by approval of the City Commission; and WHEREAS, the City Commission has directed and additional services identified in the First Amendment which were optional at time of negotiation, have become necessary to complete the Museum Park Master Plan with a level of detail necessary for a concise and comprehensive plan and such additional services required increase the time Draft Further Revised from Planning and Law 2 needed until April 3, 2008 and increase the previously negotiated fee from an amount not to exceed $1,399,995.00 to an amount not to exceed $1,585,000.00; and WHEREAS, the City and the Provider both desire to enter into this Second Amendment to the Original Agreement as previously amended by the First Amendment in order to reinstate and to further amend, continue, and extend the Original Agreement and the First Amendment as set forth below. NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, Provider and the City agree as follows: TERMS: 1. RECITALS AND INCORPORATIONS: The recitals are true and correct and are hereby incorporated into and made a part of this Second Amendment to the Original Agreement. The Original Agreement and the First Amendment and all attachments thereto are hereby incorporated, made a part of this Second Amendment, and attached hereto as "Composite Exhibit A", including: the City's RFQ as Exhibits "A" to the Original Agreement and the First Amendment; the Scope of Services, including the Budget, Schedule and List of Sub -Consultants as Exhibits "B" to the Original Agreement and the First Amendment; and the City's Resolutions No.05-0113 and No. 06-0082 as Composite Exhibit "B". Additionally Amended Exhibit A-2, Amended Exhibit B-2, Amended Exhibit C, and Amended Exhibit D, to this Second Amendment are hereby incorporated into and made a part of this Second Amendment to the Original Agreement as amended previously by the First Amendment. This Second Amendment, the Original Agreement, and the First Amendment, including all Exhibits to Second Amendment, the Drafi Further Revised from Planning and Law 3 Original Agreement, and the First Amendment shall collectively be referred to and shall collectively form the "Agreement". 2. TERM: Section 2 of the Original Agreement, as amended by the First Amendment is hereby further reinstated, amended, continued and extended so that the term of the Agreement shall end on April 3, 2008. Any further amendment, continuation, and extension beyond April 3, 2008 shall require City Commission approval in order to extend, continue, or amend the Agreement. 3. SCOPE OF SERVICES: Section 3 of the Original Agreement and the First Amendment are hereby further reinstated, amended, continued and extended as follows: A. Provider agrees to provide the Services as specifically described, and subject to the special terms, conditions, budget and schedule set forth in Amended Exhibit A-2 Scope of Services hereto ("Amended Exhibit A-2"), which by this reference is incorporated into and made a part of the Agreement. All formats for the Services are to be as directed in writing from time to time by the City's Project Administrator. B. Provider represents to the City that: (i) it continues to 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, including payment of permits, fees, occupational licenses, etc., nor in the performance of any obligations to the City, (iii) all personnel assigned to perform the Services are and shall be, at all times during the term hereof, Draft Further Revised from Planning and Law 4 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 Amended Exhibit "A-2", and (v) each person executing this Second Amendment on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Second Amendment. The Provider and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 3 of the Original Agreement and the First Amendment remain in full force and effect as amended, reinstated if necessary, continued, and extended by this Second Amendment.. 4. COMPENSATION: The Original Agreement and the First Amendment are hereby reinstated, amended, continued and extended as follows: A. The amount of compensation payable by the City to provider shall be increased by One Hundred Eighty Five Thousand Five Dollars and No Cents ($185,005.00) for a total amount not to exceed One Million, Five Hundred Eighty Five Thousand Dollars and No Cents ($],585,000.00) (the "Total Compensation"). The Total Compensation is based upon the fees, rates, and schedules described in Exhibit "B-2" attached hereto, which by this reference is incorporated into this Second Amendment; provided, however, that in no event shall the Total Compensation for the Scope of Services referenced in Exhibits "A", "A-1", and "A- 2" exceed One Million, Five Hundred and Eighty Five Thousand Dollars and No Cents ($I,585,000.00). Absent any further amendment to this Second Amendment by approval of the City Commission, additional services are not included in the Draft Further Revised from Planning and Law 5 compensation. Any further additional services beyond the Scope of Services referenced in Exhibits "A", A-1", and A-2"shall only be provided upon written amendment entered into by the City and Provider and approved by the City Commission. B. Unless otherwise specifically provided in Exhibit "B-2", payment shall be made within thirty (30) days after receipt of Provider's invoice, which shall be accompanied by sufficient supporting documentation and contain sufficient detail, to a allow a proper audit of expenditures, should the City require one to be performed. Invoices shall be sufficiently detailed so as to comply with the "Florida Prompt Payment Act", Sections 2.8-70-79, Florida Statutes, as amended from time to time. The Provider and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of Section 4 of the Original Agreement remain in full force and effect as amended, reinstated if necessary, continued, and extended by this Second Amendment.. 5. UPDATES OF INSURANCE REQUIREMENTS AND CORPORATE RESOLUTION. Provider has updated its insurance requirements as Amended Exhibit C attached hereto and made a part hereof and its corporate resolution as Amended Exhibit D attached hereto and made a part hereof. 6. ALL OTHER PROVISIONS OF ORIGINAL AGREEMENT AND THE FIRST AMENDMENT REMAIN CONTINUED AND EXTENDED. The Provider and the City acknowledge and agree that all other terms, conditions, representations, warranties, and covenants of the Original Agreement and the First remain in full force Draft Further Revised from Planning and Law 6 and effect as reinstated, amended, continued, and extended by this Second Amendment., including all Exhibits to both the Original Amendment, the First Amendment, and this Second Amendment, to form the entire Agreement.. This instrument and its exhibits and attachments constitute the sole and only agreement of the parties relating to the subject matter hereof and correctly set forth the rights, duties, and obligations of each to the other as of its date. Any prior agreements, promises, negotiations, or representations not expressly set forth in this Second Amendment, the Original Agreement, and the First Amendment as they collectively form the Agreement are of no force or effect. 7. COUNTERPARTS: This Second Amendment to the Original Agreement (as previously amended by the First Agreement) may be executed in three (3) or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute one and the same agreement. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective officials thereunto duly authorized, this the day and year above written. ATTEST: Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Jorge L. Fernandez City Attomey "City" CITY OF MIAMI, a municipal corporation By: Pedro G. Hernandez, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm • Risk Management Director Draft Further Revised from Planning and Law 7 ATTEST: "Provider" Cooper, Robertson & Partners LLP A New York limited liability partnership, qualified to do business in Florida By: Print Name: Print Name: Alexander Cooper, FAIA Title: Title: (Corporate Seal) (Authorized Corporate Officer) Diafi Further Revised from Planning and Law 8 AMENDED EXHIBIT "A-2" - SCOPE OF SERVICES ADDITIONAL SERVICES BEYOND THOSE IDENTIFIED IN EXHIBIT "A" OF THE ORIGINAL AGREEMENT AND EXHIBIT "A-1" OF THE FIRST AMENDMENT • Meetings with City and County entities to confirm park design components and program. • Three public meetings to receive public comments: 1. Present Design Development drawings to public, participate in discussion and receive comments. 2. Confirm the park program and value engineer elements to reduce the project scope and costs, 3. Prepare a revised Design Development document and cost estimate. 4. Confirm the budget and schedule, taking into consideration the results of the value engineering process and feed -back from requested public meeting. • On -going coordination of meetings with City, County and Museum entities leading to construction documents for the first phase of park construction. • Continue Project Management services • Study relationship between the proposed museums and the surrounding urban context. • Amend Museum Area Guidelines as required • Update December 2005 Illustrative Plan to correspond to the developed design • Update the study model to correspond to the developed design • Prepare PowerPoint presentations • Prepare boards for public information sessions Draft Further Revised from Planning and Law 9 AMENDED EXHIBIT B-2 — COMPENSATION Pursuant to Resolution No. 08- , adopted , 2008, in a total amount not to exceed One Million, FIVE Hundred Eighty Five Thousand Dollars and No Cents ($1,585,000.00) (the "Total Compensation") Drafi Further Revised from Planning and Law 10 TO Be Checked by Risk Management AMENDED EXHIBIT "C" — INSURANCE REQUIREMENTS I. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence General Aggregate Limit Personal and Adv. Injury Products/Completed Operations B. Endorsements Required $1,000,000 $ 2,000,000 $ 1,000,000 $ 1,000,000 City of Miami included as an Additional Insured Employees included as insured Contractual Liability Independent Contractors Coverage Waiver of Subrogation II. Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability. Combined Single Limit Any Auto Including Hired, Bon -owed or Non -Owned Autos Any One Accident $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured III. Worker's Compensation Limits of Liability Statutory -State of Florida Waiver of Subrogation IV. Employer's Liability A. Limits of Liability $100,000 for bodily injury caused by an accident, each accident $100,000 for bodily injury caused by disease, each employee Draft further Revised from Planning and Law 11 $500,000 for bodily injury caused by disease, policy limit V. Professional Liability/Errors and Omissions Coverage Combined Single Limit Each Claim General Aggregate Limit Deductible- not to exceed 10% $ 1,000,000 $ 2,000,000 The above policies shall provide the City of Miami with written notice of cancellation or material change from the insurer not less than (30) days prior to any such cancellation or material change. Companies authorized to do business in the State of Florida, with the following qualifications, shall issue all insurance policies required above: The company must be rated no Iess than "A" as to management, and no less than "Class V" as to Financial Strength, by the latest edition of Best's Insurance Guide, published by A.M. Best Company, Oldwick, New Jersey, or its equivalent. All policies and /or certificates of insurance are subject to review and verification by Risk Management prior to insurance approval. Draft Further Revised from Planning and Law 12 Amended EXHIBIT "D" — Authorizing RESOLUTIONS of Provider AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be included upon document execution) Draft Further Revised from Planning and Law 13 Draft Further Revised from Planning and Law 14