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HomeMy WebLinkAboutExhibitDraft Further Amending K#05- THIRD AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT By and Between The City of Miami, Florida and Cooper, Robertson & Partners, LLP This Third Amendment ("Third Amendment") is entered into this day of , 2008(but effective as of November, 2006, being the "Effective Date") is amending, continuing, and extending the Professional Services Agreement which became effective April 4, 2005 (the "Original Agreement"), as amended by First and Second Amendments which became respectively effective February 9, 2006 (the "First Amendment") and January 10, 2008 (the "Second 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 New York limited liability partnership qualified to do business in Florida whose principal address is 311 West 43`d Street, New York, New York 10036 ("Provider"). 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 1M- ol 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 Fifty Five Dollars and No Cents ($1,399,955.00)(the "Original Approved Maximum Amount"); and WHEREAS, the RFQ, Resolution No. 04-0344, Resolution No. 05-0113, Resolution No. 06-0082, Resolution No. 08-0033 and the Original Agreement, the First and Second Amendments 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 Second Amendment reinstated, continued, further amended and extended the term until April 3, 2008 and amended the Original Approved Maximum Amount to an authorized amount not to exceed $1,499,955 (the "Amended Approved Maximum Amount; and WHEREAS, in order to complete services, the Original Amended Approved Maximum Amount would need to be further amended and approved by the City Commission; and WHEREAS, Additional services identified in the RFQ, the Original Agreement, and the First and Second Amendments which were optional at time of negotiation, have 2 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 increase the previously authorized amount by an authorized amount not to exceed $82,728.64 from an amount not to exceed $1,499,955 to an authorized amount not to exceed $1,582,683.64; and WHEREAS, the City and the Provider both desire to enter into this Third Amendment to the Original Agreement as previously amended by the First and Second Amendments in order to further amend, continue, and extend the Original Agreement First and Second Amendments 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 Third Amendment to the Original Agreement. The Original Agreement, First and Second Amendments and all attachments thereto are hereby incorporated, made a part of this Third Amendment, and attached hereto as "Composite Exhibit A", including: the City's RFQ as Exhibits "A" to the Original Agreement, First and Second Amendments; the Scope of Services, including the Budget, Schedule and List of Sub -Consultants as Exhibits "B" to the Original Agreement and the First and Second Amendments; and the City's Resolutions No.05- 0113, No. 06-0082 and No. 08-0033 as Composite Exhibit "B". Additionally Amended Exhibit A-3, Amended Exhibit B-3, Amended Exhibit C, and Amended Exhibit D, to 3 this Third Amendment are hereby incorporated into and made a part of this Third Amendment to the Original Agreement as amended previously by the First and Second Amendments. This Third Amendment, the Original Agreement, First and Second Amendments, including all Exhibits to Third Amendment, the Original Agreement, First and Second Amendments shall collectively be referred to and shall collectively form the "A greement". 2. TERM: Section 2 of the Original Agreement, as amended by the First and Second Amendments is hereby amended, continued and extended, so that the term of the Agreement shall end on September 12, 2008. Any further amendment, continuation, and extension beyond September 12, 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 and Second Amendments are hereby further, 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-3 Scope of Services hereto ("Amended Exhibit A-3"), 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 4 Florida and full-time professional architect(s) licensed and working in the State of Florida: (i) 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, 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-3", and (v) each person executing this Third Amendment on behalf of Provider has been duly authorized to so execute the same and fully bind Provider as a party to this Third 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 and Second Amendments remain in full force and effect as amended, reinstated if necessary, continued, and extended by this Third Amendment. 4. COMPENSATION: The Original Agreement, First and Second Amendments are hereby, amended, continued and extended as follows: A. The authorized amount of compensation payable by the City to Provider shall be increased by an amount not to exceed Eighty Two Thousand Seven Hundred Twenty Eight Dollars and Sixty Four Cents ($82,728.64) for a total authorized amount not to exceed One Million, Five Hundred Eighty Two Thousand Six Hundred Eighty Three Dollars and Sixty Four Cents ($1,582,683.64) (the "Total Compensation").The Total Compensation is based upon the fees, rates, and 5 schedules described in Exhibit "B-3" attached hereto, which by this reference is incorporated into this Third Amendment; provided. however. that in no event shall the Total Compensation for the Scope of Services referenced in Exhibits "A", "A- 1", "A-2", "A-3" exceed One Million, Five Hundred and Eighty Two Thousand Six Hundred Eighty Three Dollars and Sixty Four Cents ($1,582,683.64). Absent any further amendment to this Third Amendment by approval of the City Commission, additional services are not included in the compensation. Any further additional services beyond the Scope of Services referenced in Exhibits "A", A-1", "A-2" and A-3" 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-3", 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 the First Amendment, the Second Amendment and this Third Amendment.. 6 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 AND SECOND AMENDMENTS 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 and Second Amendments remain in full force and effect as reinstated, amended, continued, and extended by this Third Amendment., including all Exhibits to both the Original Amendment, the First and Second Amendments, and this Third 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 Third Amendment, the Original Agreement, and the First and Second Amendments as they collectively form the Agreement are of no force or effect. 7. COUNTERPARTS: This Third Amendment to the Original Agreement (as previously amended by the First and Second 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. 7 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: Maria J. Chiaro Interim City Attorney ATTEST: Print Name: Title: (Corporate Seal) "City" CITY OF MIAMI, a municipal corporation By: Pedro G. Hernandez, City Manager APPROVED AS TO INSURANCE REQUIREMENTS: LeeAnn Brehm Risk Management Director "Provider" Cooper, Robertson & Partners LLP A New York limited liability partnership, qualified to do business in Florida By: Print Name: Alexander Cooper, FAIA Title: (Authorized Corporate Officer) AMENDED EXHIBIT "A-3" - SCOPE OF SERVICES ADDITIONAL SERVICES BEYOND THOSE IDENTIFIED IN EXHIBIT "A" OF THE ORIGINAL AGREEMENT AND EXHIBIT "A-1" OF THE FIRST AMENDMENT AND EXHIBIT "A-2" OF THE SECOND AMENDMENT • 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, Performing Arts Center and the surrounding urban context. • Prepare montage views from the Bay which include studying ways to minimize the impact of the Art Museum on views of the Performing Arts Center from the bay. • 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 and exhibits for public information sessions 9 AMENDED EXHIBIT B-3— COMPENSATION Pursuant to Resolution No. 08- , adopted , 2008, in a total authorized amount not to exceed One Million, Five Hundred Eighty Two Thousand, Six Hundred Eighty Three Dollars and Sixty Four Cents ($1,582,683.64) (the "Total Compensation") 10 TO Be Checked by Risk Management AMENDED EXHIBIT "C" — INSURANCE REQUIREMENTS I. • II. Commercial General Liability A. Limits of Liability Bodily Injury and Property Damage Liability Each Occurrence $1,000,000 General Aggregate Limit $ 2.000.000 Personal and Adv. Injury $ 1,000,000 Products/Completed Operations $ 1,000,000 B. Endorsements Required City of Miami included as an Additional Insured Employees included as insured Contractual Liability Independent Contractors Coverage Waiver of Subrogation Business Automobile Liability A. Limits of Liability Bodily Injury and Property Damage Liability Combined Single Limit Any Auto Including Hired, Borrowed 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 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 11 V. $500,000 for bodily injury caused by disease, policy limit 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 less 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. 12 Amended EXHIBIT "D" — Authorizing RESOLUTIONS of Provider AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN FLORIDA (To be included upon document execution) 13