HomeMy WebLinkAboutProfessional Services AgreementPROFESSIONAL SERVICES AGREEMENT
(Architectural Services1
This Agreement entered into this ? day of i N l.c;,r,�'
-&e
7 by and between the City of Miami, a Municipal`
Corporation of the State of Florida, (the "City") , and
R.O. Architects A. Planners, Inc.., a State of Florida
corporation, (the "Principal") .
WITNESS=
WHEREAS, the City has scheduled a substantial. number of
Projects for fiscal years 1999, 2000 and 2001 (the
"Projects") that require professional architectural
cervices; and
WHEREAS, the Commission of the City of Miami, by
Resolution No., 99-708 adopted on September 28, 1999,
approved the selection of five (5) Architecture firms to
provide architectural services for the Projects during the
planning, design and. construction phases thereof and
authorized the City Manager to negotiate the terms of and
execute agreements with said firms for the provision of the
Services; and
WHEREAS, the Principal is one of the firms selected to
provide architectural services and' the Principal and the
City wish to execute this Agreement to set forth the terms
and conditions of the engagement.
NOW, THEREFORE, in consideration of the mutual
covenants set forth herein, the City and the Principal agree
as follows:
1.
therein are hereby incorporated into and made a part of
this Agreement.
2, Term. The term of this Agreement shall be two (2) years,
commencing on the date hereof and ending two (2) years
thereafter (the "Expiration Date"), subject, however, to
the provisions of Section 19 hereof. The City has the
right to extend the term .hereof for an additional period.,..,
of one (1) ;year subject to the approval of the City
Manager.
3. y„b ..e.ct Marren. This Agreement sets forth the terms and
conditions pursuant to which the City may request, and
Principal shall provide, the Services, as defined in
Section 4 and 5 below, for one or more Projects. No
specific Project is designated under this Agreement. The
Project and the specific details of the Services required
to be performed by the Principal shall be described in a
Work Order to be issued by the City in accordance with
Section 5.8 hereof.
A. nRr T - means the proposed improvements (new or
restoration)
to a building, property, or other City
facility as generally designated and programmed by the
TERMS
The recitals and all statements contained
1
City or other related professional services reques d
by the City.
g, WoRK - means Services to be rendered or provided by
the Principal for the PROJECT.
C. FTRVTC'rS - means the Basic Services and/or the Scope
of Work, as described in Section 6 hereof, to be
performed by the Principal under this Agreement.
D. rrNSTRi7C•TTON ¶TnsRT - means the amount allocated for
construction of the PROJECT and all increases
authorized by the City.
E. PROJRC'T MANACF.R - means the Director of the Department
of Public Works or his/her designee.
5 SPrviGPA
A. GerPral
i. At the City's request', made in accordance with Sub -
Section B below, principal shall perform the
Services described in Section 6' below. The Services
include but are not limited to the services outlined
in Section 6 herein (the "-Work") and services that
may be required in connection with a Project. The
Work shall be performed in a sound, economical,
efficient and professional manner and within the
tame and the manner required in the Work Order, as
mutually agreed upon by the Principal and the City.
ii. The Principal shall perform the Work under the
direction of, and in close coordination with, the
_rojec= Manager. The Principal shall provide all
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professional and technical services comprising
Work and shall be fully responsible for all the
professional and technical aspects thereof. The
City's review and approval of the Work will relate
only to overall compliance with the general
requirements of the Project and whenever the term
"approval by the City" or like term is used in this
Agreement, the phraseology shall in no way relieve
the Principal from any duties or responsibilities
under the terms of this Agreement or from using the
best professional architectural practices.
iii. The Principal shall, in the performance of the.,
Work, comply .with all Federal, State and Local
codes, ordinance and regulations, pertaining to the
Project, including, without limiting the generality
of the foregoing, the Federal Wage -Hour Law, Walsh -
Healy Act, The Occupational' Safety and Health Act,
The National Environmental Policy Act and Equal
Employment Opportunity Legislation.
iv. In the performance of the Work, the Principal
agrees to:
a. Strive to complete the Work within the time
agreed upon allowed by maintaining an adequate
staff of qualified employees on the Work at all
times.
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b. Be fully responsible for the professional and
technical services required to be rendered in the
performance of the Work.
c. Cooperate fully with the City in order that all
phases of the Work may be properly scheduled,
coordinated, and executed.
d. Report the status of the' Project to the Project
Manager upon request or as required by this
Agreement, and maintain all notes, calculations,
and related work open to inspection by the City,.
at all times during the term hereof.
e. Prepare the plans, specifications and all other;
documents pertaining to the Project in compliance'`
with all applicable federal, state and local laws,
codes, ordinances and regulations.
f. Promptly deliver to the Project Manager copies of
minutes of all relevant meetings relating to the
Project at which Principal is present.
g. Be available for general consultation and advice
at all times during the term of the Project.
v. The City agrees to make available to the Principal
any plans and other data in City's possession
pertaining to the Work to be performed for the
Project. The Principal shall be responsible to make
his/her own site investigations including locations
of existing utilities.
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i. Except in emergency situations, all requests for
Services shall be made by a written Request For
Services ('"RFS") issued by the Project Manager. 'In
case of emergency, the City may issue a verbal RFS
to be followed by a written RFS (or, after approval,
by a Work Order) and a Notice to Proceed, as. soon as
practicable thereafter. The RFS shall describe the
Project and each section of the Work to be performed
by the Principal and the time schedule in which the
Work must be completed.
ii. Upon receipt of the RFS, the Principal shall make
arrangements tp meet with the Project Manager and a
meeting shall be held within ten (10) days following
receipt of the RFS, to discuss the Construction
Budget, estimated amount of compensation, Project
schedule and deadline, and the schedule and scope of
the Work. All formats for the Work are to be as
presently used by the City of Miami Public Works
Department, unless otherwise directed by the Project
Manager. This is to include but not be limited to
clans, specifications and contract documents.
iii. Subsequent to the meeting, the Principal shall
submit to the City a proposal at no cost to the
City. If City and Principal agree on the amount of
compensation and the schedule
and time for
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completion of the Work, then the Pre Manage --
shall issue a Work Order and Notice to Proceed.
iv. The Services to be rendered by the Principal for
the Project shall commence within twenty-four (24)
hours upon receipt :of the Notice to Proceed and
shall be completed within the time agreed upon as
shown in .the Work Order.
v. Principal understands and agrees that failure to
comply with the foregoing provisions within the time
required herein may result in the Project being
awarded to another firm.
6. Sz nA a. Work -,..Scope .of Workconsist of complete
professional architectural'services for any or all of the
six. (6) Phases described in Sections A through F below.
To the extent that the provision of Services for a
Project require any engineering or landscaping
architectural services, including but not limited to,
civil, structural, mechanical, or electrical, the
Principal shall use :the services of Engineers or
Landscape Architects who have been designated as
"Approved Subconsultants, " as the term is defined in
section 16 herein. The Principal agrees to coordinate
its effort with that of the Subconsultants involved in a
`project to assure fully coordinated and complete Work.
The Principal shall prepare the final bid package
including bid documents and specifications to be prepared
by the Subconsultants or to be provided by the City. The
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Principal may also be required to provide consulting
services to the City on various matters which do not
result in drawings or specifications. The city
acknowledges that any agency of the City may purchase
services in part or in whole from this contract, provided
that written permission is given by the City Manager or
his designee.
A. Phase T - Prngrammi p. _and_Rchemfi i r. fistA-i gn :
i. The principal shall confer with the Project Manager
and other designated representatives of the City,
including the Department in charge of the Project,
to determine the general requirements for the
completion of the Project all within ' the
Construction Budget which shall have been
eatab1ished by the City at project initiation.
The Principal shall use proper and adequate design
control to assure the City that the Project will be
constructed within the Construction Budget.
iii. The Principal shall prepare a Design Concept and
Schematic Report, if applicable, for presentation to
the City. This presentation shall include the
proposed Project Schedule, a Planning Summary (if
applicable), and Schematic .Design Studies (as
described below), and an estimate of probable
Construction Coats.
iv. The proposed Project Schedule shall include a
timetable indicating the proposed completion date
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for each Phase of the Project through Design,
Bidding and Construction, and the projected dae of
completion.
v. The Planning Summary. (if applicable), shall consist
of vicinity plan and a site plan indicating the
Project orientation, and a brief summary of all
pertinent planning criteria being considered or to
be considered in the Project.
vi. The Schematic Design Studies shall consist of all
drawings (i.e. plans,, elevations, sections, etc.) as
may be required, to show the scale and relationship
of the parts and the. overall design concept.. A
simple, perspective„ sketch, .model or photograph
thereof may be provided to further show the design
concept.
vii. If necessary, the Principal shall present the
Schematic Design Studies to. the appropriate City
Boards (such as Historic Preservation Board,
Planning and Zoning Boards, etc.) for their approval
of the proposed plans.
viii. The estimate of probable
include the estimated cost
governmental permit fees,
City purchased equipment,
factors adjusted to the
and escalation
date, (if applicable).
Construction Cost shall
of the Project including
new utilities, proposed
contingencies (if any),
estimated bid
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ix. The Principal shall submit co the City two (2)
copies of all documents required under this Phase,
at no additional charge, for approval by the City.
The Principal shall not proceed with the next Phase
until directed by the Project Manager.
U , Pha4P IT - I]Ps i gn nov.1 npm4lt
i. From the approved Schematic Design documents, the
Principal shall prepare Design Development
Documents, including the drawings, outline
specifications and other documents to describe the
size and character of the entire Project as to
construction, finish materials, and other items
incidental to the...Project.''as may be _appropriate and
applicable.
ii. The Design Development Documents shall include the
updated Proposed ' Project Schedule, Outline
specifications of Proposed Materials and Equipment,
Updated Estimate of probable Construction Cost, and
the Design Development Drawings, as required to
clearly delineate the Project. If the probable
Construction Costs exceed the Construction Budget,
then, appropriate reductions in costs or Scope of
Project shall be included for City's evaluation.
iii. The Principal shall submit .to the City, two (2)
sets of all documents required under this Phase, at
no additional charge, for City's approval. The
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Principal shall not proceed with the next phase
until directed by the Project Manager.
C. Phasp TIT - rnnArrurrion pnrumpnrs:
i. From the approved Design Development Documents, the
Principal shall prepare Final Construction Documents
setting forth in detail the requirements for the
construction of the Project. The Final Construction
Documents shall include complete Drawings and
Specifications, the Proposal (Bid) form, Special or
Supplemental General. Conditions, and other necessary
information for bidders. Principal shall use the
City of Miami Public Works Department Standard forms,Y-:I,
for the •preparation of the Proposal (Bid) .formi,
Instructions to Bidders, Conditions of Contract, and
other City required documents. In the preparation
the Principal shall
of the Construction
Documents,
use Construction Specifications Institute (CSI)
Standards, including the 16 Division and the 3 part
Section format developed and recommended by the
C.S.I. for construction specifications.,
ii. The Construction Documents shall be prepared
manner that will assure clarity of linework, notes,
and dimensions, when the documents are reduced to
50% of their size. All drawings shall be on 24" x
36" size first quality drawing paper or Mylar using
City's standard format, unless otherwise approved.
in a
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iii. Whenever possible, the Construction Drawings shall
be created by computer using AutoCad Version 14.0.
Where AutoCad is used, the PRINCIPAL will also
submit a copy of the drawings on a compact disk.
When possible, the PRINCIPAL'S specifications shall
be produced on
"Word" format. Another format may be used.only if
approved by'the CITY.
iv. When the 'development
progressed to at least
check"), the Principal
a word processor
using Microsoft.
of Construction Drawings has
50t completion in (the "50t
shall submit to, the City, at
no additional charge, two (2) copies thereof
together ,with an.updated set, of Specifications and
an updated Estimate of Construction'Costs.
v. The Principal shall not proceed with the further
development of the construction documents until it
has received City's approval of. the 50% Check Set.
The Principal shall make a17. reasonable changes
required by the City. In the event the latest
estimated Construction Costs reveal that the cost of
the Project will exceed the Construction Budget,
then, at the Project Manager's request all Work
shall be stopped until the Principal and the City
agree on methods of cost reductions or changes in
scope sufficient to enable construction of the
Project within the Construction Budget
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vi. Upon completion of the Construction, Documents, the
Principal shall submit to the City, at no additional
charge, a final Estimate of Construction Costs along
with two (2) sets of final construction drawings and
specifications, for final review, and approval.
vii. The Principal shall make all,' the necessary.
presentations of the final plans to the appropriate
City Boards for 'their approval, as outlined and
identified within the work order and corresponding
scope of work.
viii. PRINCIPAL shall make all required changes or
additions and resolve all questions resulting from.;,.
the CITY'S final review, This .shall be .at no ..
additional charge to the CITY, except for changes
requested by the CITY that are in conflict with
prior CITY directives or approvals or constitute the
CITY's modifying the scope' or program of the
project. All revised documentp shall be submitted
to the City for approval. After final approval by
the City, the Principal shall .furnish, at no
additional charge, a master set of reproducible
drawings and specifications and provide two (2) sets
of prints of the final drawings and specifications
to the City• If additional sets of prints are
authorized for bidding purposes, the City shall
reimburse the Principal for the cost of printing
additional drawings and specifications.
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ix. The
D.
Principal shall conduct ''dry runs" c: tne
final construction plans to the Building Department
and other appropriate governmental authorities, as
necessary to ascertain that the construction
documents meet all the requirements for construction
permits. The Principal shall make all necessary
corrections, modifications, and additions to the
construction documents (plans, specifications, etc.)
necessary for permitting. The Principal shall
assist the City in filing the necessary documents
and obtaining the approval for utilities (such as
water, sewer, electric, telephone, gas, etc.) as
- -
.well as the approvalfrom •all other applicable
governmental authorities (such as environmental,
health, puilding, zoning, etc.).
i. The Bidding and Negotiation phase shall be conducted
in accordance with the City's established. or
approved process. The Principal shall assist the
City in obtaining and awarding bids and preparing
construction contracts. After receipt of bids, the
Principal shall evaluate the bids and assist the
City in making a recommendation to the City
Commission.
ii. During the advertisement and bidding period the
Principal shall prepare any necessary Addenda, with
accompanying drawings or other materials, as may be
AAB,w144-s:J-Archltectserv.R0 14
required. An original copy of each Addendum shall
be submitted to the Project Manager for approval and
a copy of the same shall be furnished to each of the
Bidders that have picked up. a set of Contract
Documents for purposes of bidding.
iii. The Principal shall attend pre -bid conferences
when they are deemed .necessary by the City.
iv. During the bidding period, the Principal shall
interpret Construction Documents in writing, and
prepare any supplementary drawings or specifications
necessary for .the clarification of the documents.
The Principal shall also assist the City iri
.preparing. responses ..to inquiries from prospective
bidders.
v. If the lowest responsible bid received exceeds the
Construction Budget the City may:
a. approve the increase and award the construction
contract to such bidder, or
b. reject all bids and rebid the Project within a
reasonable time with no change in the Project Bid
Documents, or
c. direct the Principal to revise the Scope and/or
quality of the Project only if the bid exceeds the
construction budget by more than ten (10) percent.
In such event the Principal shall modify the
Construction Documents as necessary.to bring the
Estimated Construction Cost within the
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E.
Construction Budget. Such modifications shall be
at no additional charge to the City unless the
excess in Construction Costs is due to a change in
scope requested by the City or due to unforeseen
circumstances such as force majeur or undue delay
on the part of the City in bidding the Project, or
d. suspend or abandon the Project.
pb a sp V - ndin rL i sr ra_r ion of rile Construction rant -rat -Il—
i. The Construction Phase will begin with the award of
the Construction Contract and will end when the
Contractor's final payment is approved by the City.•
ii. Unless otherwise provided, the City's Public Works`,,;:
•Department• will administer.the.Construction Contract''
and will assign an inspector to the•Project. The
Principal shall advise and consult with the Project
Manager or the City Inspector when appropriate. The
Principal shall have only limited. authority to act
on behalf of the City and only to .the extent
provided in the General, Conditions or in the
Supplementary Conditions of the Construction
Contract. City shall have final approval of all
changes in the Construction Work and Costs.
iii. The Principal shall attend pre -construction
meetings and job meetings where its presence is
required to resolve problems or disputes with the
COi:stru;;tion runs.
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iv. The Principal shall at all times have access tc the
Project during the construction phase, so it may
adequately perform as intended under this Agreement.
v. The PRINCIPAL shall visit the construction site at
regular intervals appropriate to the project and
during all key construction events, as defined in
the work order or otherwise agreed by the PRINCIPAL
and Project Manager to evaluate the progress of the
Project and to determine, in general, if the Project
is proceeding in .accordance with the Contract
Documents. The Principal will not be required to
. provide continuous daily on -site. inspections •to.'`
.check the quality or .quantity of ,the work unless
otherwise authorized or directed in writing by the
City, and compensated accordingly for his services.
vi. The Principal shall have no responsibility to
supervise and control those actions of any parties
not directly employed or retained by the Principal.
On the basis of the on -site observations, the
Principal will advise the City as to the progress of
the work and any observed defects and deficiencies.
vii. The Principal shall furnish to the City a written
report describing its observations of the work,
during each visit to the site, and the general
status and progress of same. All reports shall be
submitted in a timely manner. be Principal shall
ascertain, at least monthly, that the Contractor is
aaa:4434 •s_.1•Arch tectSecv.FA
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making timely, accurate, and complete notations or,
record drawings.
viii. Based on observations at the site and on its
review of the Contractor's Payment Certificate, the
Principal shall assist the City in determining the
amount due the Contractor .and shall recommend
approval or rejection of the Certificate of. Payment
and the amounts of each.
•ix. The Principal's recommendation for approval of a
Payment Certificate shall constitute the Principal's
representation and certification to the City that
the work has progressed to -the point indicated, and. -
that it has been.. performed . in accordance ,with the
Contract Documents subject to:
a. an evaluation of the work for conformance with
the contract documents upon substantial
completion.
b. the results of any subsequent tests required by
the Contract Documents, and
c. minor deviations from the. Contract Documents
correctable prior to completion and acceptance of
the Project.
x. The Principal shall have an affirmative duty to
recommend rejection of work which does not conform
to the Contract Documents. Whenever, in its
reasonable opinion, the Principal considers it
necessary or advisable to insure compliance with the
AA3:WJ44•5'-�•Ar-hltezcServ.R0 13
Contract
Documents,
the Principal w`,f..
their agents or employees or
entities performing portions of the. work.
xi. The Principal shall promptly review and approve
shop drawings, samples, and other submissions of the
contractor for conformance with the design concept
of the project and for, compliance with the Contract
Documents. Changes or substitutions to the Contract
Documents shall not be authorized without
concurrence by the Project Manager.
xii. The Principal shall provide the
all shop drawings, duly reviewed
for the City's permanent records.
authority, after approval from the Project Manager,
to recommend special inspections or testing of any
work deemed not to be in accordance with the
Contract Documents whether or not such work has been.
fabricated and delivered to the Project, or
installed and completed• However, neither this
authority of the PRINCIPAL nor a decision made in
good faith either to exercise or not to exercise
such authority shall give rise to a duty or
responsibility. of the PRINCIPAL to the Contractor,,
Subcontractors, material and equipment suppliers,
any other persons or
City with copy of
by the Principal,
xiii. The Principal shall review all test reports
required by the Contract Documents and notify :he
AAB:W344.S:•kr,:hitectSevv.R0
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City of any noncompliance with the Contract
Documents.
xiv. The Principal shall witness all tests that it is
required to witness by Code or by the Contract
Documents and shall provide to the City written
reports of all such tests.
xv. The Principal shall receive all samples required to
be furnished by the contractor and shall record the
date of receipt and its source, examine said
samples, notify the City of the approval or
rejection of said samples, and maintain custody of
approved samples.
xvi. As part_ of the project Scope, the Princip0.1
if necessary, assist the City in the preparation of
bids for the purchases of equipment, fixtures, and
furnishings for the Project. Upon receipt of these
bids, the Principal shall .assist the City in its
evaluation and make recommendations related to the
procurement and the installation of said equipment,
fixtures, and furnishings.
xvii. The Principal shall review and recommend action
on proposed Change Orders within the scope of the
Project. This includes Change Orders initiated by
others or any proposed Change .Orders recommended by
the Principal based on his observations.
xviii. The Principal shall examine the work upon
receipt oE the Contractor's Certificate of
XA9.W344.-Arr:hitectSttry.R0 20
F.
Substantial Completion for the Project and shall
prepare a punch list of any defects and
discrepancies in conjunction with the Project
Manager. After the punch list items have been
satisfactorily completed and approved by the
Principal, the Principal shall. recommend execution
of Certificate of Final Acceptance and Final Payment
to the contractor. Principal shall also obtain from
the contractor all warranties, guarantees, operation
and maintenance manuals, releases of lien, extra
materials required by the contract, and certificates
.as may be required by: the specifications •or•.
applicable laws, and ,deliver them to the' City.
xix. The Principal shall provide assistance in
obtaining contractor's compliance with the Contract.
Documents relative to, a) initial instruction of
and maintenance of
City personnel in the operation
any equipment or system, b) initial start-up and
testing, adjusting'and balancing of any equipment or
and c) final clean-up of the Project.
systems,
i. The Principal shall furnish to the City reproducible
as -built " record drawings based on information
furnished by the contractor. .These drawings shall
become the property of the City.
i;. The Principal shall assist the City in the
observation of the work one month before the
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expiration of any guarantee period and shall report
to the City any defective work in the Project which
is under guarantee/warranty. The Principal shall
also assist the City with the administration of
guarantee/ warranties for correction of any
defective work that may be discovered during the
guarantee/warranty period.
7. prn j Pc-t 7 P -inn Time.. The Work shall be performed
within the time allocated to each phase thereof and shall
be completed within the time agreed upon. A reasonable
extension of the Work time will be granted in the event
.of a delay caused by the . CITY's failure to fulfill its
part of the Agreement. as .herein .required or .by other
reasons, such as weather, beyond the control of the
PRINCIPAL.
8. Fxrensian of Expiration narP. In the event the PRINCIPAL
is engaged in any Project(s) on 'the Agreement Expiration
Date, then this Agreement shall remain in effect until
completion or termination of said Project(s). No new
Work Orders shall be issued after the Expiration Date.
9. i ty'a Services and RPsponaibilitias The City shall
make available to the Principal for its inspection, all
plats, maps, surveys, aerials, records and other
'information regarding the Project that the City has as
its disposal.
10 rnmpa r S.a r i r,n . Compensation shall be based on a --Fixed
Fee" a _'t'Jot to Exceed Fee", as described hereunder,
AAB • W] i4 •1:.i •A.-hLtec:Se .v. R.0
based on the nature artd scope of thy Work.^'_ me' ^:t%' of "
compensation shall be agreed upon prior to issuance .of
the Work Order. Notwithstanding anything herein to the
contrary, the CITY and the PRINCIPAL agree that the total
compensation permitted for all work under this Agreement
shall not exceed the sum of $500,000.
A. FIxnn FFF,: The fee for a task or a scope of work
based on a fixed fee shall be mutually agreed upon by
the CITY and the .PRINCIPAL.
g , NOT TO Exr rn FFF,: If a "Not to Exceed" fixed fee is
mutually agreed upon, the amount of compensation shall
be based on an hourly rate fee. The hourly rate fee
shall be computed based on the hours worked by
individuals in the following categories. The Hourly
Rate for each category, as shown' below, includes all
equipment, supplies, materials, tools , labor, wages,
taxes, insurance, benefits, overhead and profit and
shall be applicable to any necessary overtime work.
-Tnurly Rara'R
rattngnry
Principal in Charge $125.00
Principal Architect $125.00
Project Manager $95.00
Registered Architect $95.00
Architect $70.00
Professional Engineer $95.00
Engineer
$75.00
Registered Landscape Architect $85.00
Draftsperson $45.00
Engineering Technician $30.00
Administrative (Billing. Reports Preparer) $48.00
Clerical (Flint!. Li<aht Word Processing) $ 37.00
Permit Expediter S30.00
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Construction Manager (Supervisor) S75.00
Construction Inspector S55.00
3-Man Survey Crew (Half Day Min.) S 102.00
Cadd Operator S53.00
Estimator/Scheduler 545.00
Principal Engineer S 125.00
Principal Landscape Architect S 110.00
Senior Estimator/Schedule S60.00
11. Paym-ntg of Comp.Pnaatinf.
Compensation shall be paid
monthly in accordance with invoices detailing the fees
and expenses, for Work performed during the immediate
preceding calendar month. Payment shall be made within
thirty (30) days following Project Manager's receipt of
the invoices, in triplicate. The invoices shall include
the following information:
A. Total contract amount.
B. Percent of Work complete' to date..
C. Tota1 amount paid to date.
D. Amount previously billed.
E. Amount of invoice.
F. Summary of Work done during the billing period.
G. Invoice number and date.
12. Frhal3u1P of Work The CITY shall have the sole right to
determine which Project shall be assigned to the
PRINCIPAL. The schedule of Work and time for performance
will be mutually agreed upon by the CITY and the
.PRINCIPAL.
13. P.xrra Work F.xpPnsp� If the PRINCIPAL has incurred
extra work or expense due to changes ordered by CITY
after any portion of the Work is approved by the CITY
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r`t h?n .the ..payment. for such..ext.ra work shall be t^a
of a Change Order, and shall be approved, in writing, by
the CITY if, in the CITY's reasonable opinion, such
Change Order is warranted. If the PRINCIPAL caused extra
work or expense without previous approval by the CITY,
such extra Work shall be the subject of an additional
work order and the cost of the extra work shall be sole
responsibility of the PRINCIPAL.
14 feimhursab1P ExpPnsps: Reimbursable expenses are to
be paid in addition to compensation for Basic Scope
Services and include expenses incurred by the PRINCIPAL,
its employees and other consultants. in .the interest of:
each Project, as identified as follows and if authorized:
writing, 'by the: CITY's Project Manager and proper
documentation is provided to the CITY's Project Manager.
A. Providing the services of special specialists, such.as
traffic, soils, environmental, etc., in addition to
those that are.required to provide the basic scope of
services. Unless otherwise agreed, the extra expense
of specialists, when authorized, shall be the amount
paid to the specialist. The compensation for these
services shall be done as reimbursable expenses. This
Section does not apply to Professional Services of
those individuals and specialists employed by the
PRINCIPAL.
B. Expenses of surveys of existing sites and buildings if
paid by the PRINCIPAL.
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25
:,.,C. Fees paid by the, ...:PRINCI-PAL for _curing aporval of
authorities having jurisdiction over the projects.
D. Costs of testing, strength of materials, soils,
chemical, mechanical or .other tests, connected with
construction projects, if paid by the PRINCIPAL.
E. Traveling outside of Miami -Dade County when authorized
in advance by the CITY's Project Manager.
Transportation and living expenses of principals or
employees shall be paid not to exceed limitations
established by law.
F. If required by the CITY's Project Manager, providing
site personnel, threshold inspector, etc.
G. Changes in the ,Project initiated by the CITY or
Contractor.
15
The
City agrees .within thirty (30) days after delivery, it
will, approve, reject, or return with indicated suggested
revisions or recommendations, all field notes, drawings,
calculations, reports or other written communications
submitted by the Principal to the City for approval.
Such approval, revisions or recommendations by the City
shall not relieve the Principal of its responsibility for
the Work. Any errors noted in the calculations or
drawings submitted by the Principal. will be corrected at
no additional cost to the City. All certified plans and
other final drawings required under this agreement shall
be delivered to the City in a reproducible form each as
aag,w344-s_„7-A:chieectServ.R0
an. original ink drawing.on .high quality Ve:I:a►.^ cw...a.
reverse Mylar made from an original ink drawing. In
either case, the reproducible of registered plans shall
be affixed with the architects or engineer's embossed
seal and signature.
16 .S,s....r,r,s„1 rants,
A. Selection of the Principal by the Competitive
Selection Committee was based, in part, on the
qualifications and expertise of the Subconsultants
listed in response to the "Request for
Proposals" (RFP) if Subconsultants were listed (the
"Approved Subconsultants")- The Principal shall
employ Approved Subconsultants where their specialties
are - required to perform' the Work for an assigned
Project.
B. The Principal may choose additional Subconsultants
provided it first obtains the prior written approval of
the City. The Principal may not exclude Approved
Subconsultants from a Project without the City's prior
written consent. The reasons for hiring additional
Subconsultants or for the replacement of the Approved
Subconsultants shall be detailed in the Principal's
written request for City's consent.
C. The Principal shall be responsible for all the work of
its organization, employees and its subconsultants.
Nothing contained in this Agreement shall create any
contractual relationship between any of the
A,AB:Wlaa-SZ: ,Archltc_Serv.R0
27
•;;;.<:; subco:�su?,tamcs- working pry
. for the, Principal -and -; c;;= :ty..,
The Principal agrees and understands that it is in no
way relieved of any responsibility under the terms of
this Agreement by virtue of any other professional who
may associate with it in performing the Work.
D. Subconsultants that must be used are:
Rosenberg Design Group, Inc.
Maurice Gray, M Hajjar and Associates, Inc.
Carney-Nehaus, Inc.
Hussey-Nicolaides-Garcia-Suarez Associates, Inc.
17 .5 rtf1 is t of T r-ex-est,
A. Principal covenants that no person under its employ
who presently exercises any functions or
responsibilities in connection with this Agreement has
any personal -financial interest,'direct✓ or indirect,'
with City. Principal further covenants- that, in the
performance of this Agreement, no person having such
conflicting interests shall be employed. Any such
interests on the part of Principal or its employees,
must be disclosed in writing to City.
S. Principal is aware of the conflict of interest laws of
the City of Miami (City of Miami Code Chapter -2,
Article V), Miami -Dade County, Florida (Miami -Dade
County Code Section 2-11.1) and the State of Florida,
and agrees that it shall fully comply in all respects
with the terms of said laws.
All reports, tracings, drawings,
•
plays, specifications, survey information maps, computer
2B
medi3 adQ;hr_dA4 developed by the Principal the
purpose of this Agreement shall become the property of
the City without restriction or limitation upon use and
shall be made available by the Principal at any time upon
request of the City. When any work contemplated under
this Agreement is completed or for any reason terminated
prior to completion, all of the above data shall be
delivered to the Project Manager.
19.TiorminAtion and SunohnAinn of Agrppmpnr.
A. The City retains the right toterminate this Agreement
at any time prior to the.completion of the Work without
penalty to the City. In such event, ,the City shall
give written notice of termination to the Principaland
the Principal shall be paid for services rendered up to
the date of the notice, provided, however, that the
Principal is not in default under the terms of this
Agreement and as set forth in Section 30 hereof.
B. In the event of termination, all documents, plans, and
other documents developed by Principal under this
Agreement shall become the property of the City, with
the same provisions of use as set forth herein.
C. It is further understood by and between the parties
that any information, contract documents, plans,
drawings, or any other matter whatsoever which is given
by the City to the Principal pursuant to this Agreement
shall at all times remain the property of the City and
shall not be used by the Principal for any other
W34 4 •SZj•ArChlta:r-3.tt'v.R0 29
purposes whatsoever without the 'written .consent: o the -
City.
20 .
A. The Principal warrants that it has not employed 'or
retained any company or person to solicit or secure
this Agreement, that it has not paid or agreed to pay
any company or person any fee, commission, percentage,
brokerage fee, or gifts or any other consideration
contingent upon or resulting from the award or making
of this Agreement.
B. The Principal also warrants that to the best of its
knowledge and belief no Commissioner, Mayor .or other.
officer or employee of the City is interested direct
or indirectly in the profits .or emoluments of this
Agreement or the Work.
21. This Agreement represents the entire
and integrated agreement .between the City and the
Principal and supersedes all prior negotiations,
representations or Agreements, either written or oral.
This Agreement may be amended only by written instrument
executed by City and Principal.
22. a r_
This Agreement shall be
binding upon the parties hereto and their respective
heirs, executors, legal representatives, successors and
assigns.
23. g1,_ = a ; r . The City reserves the right to audit
records of the Principal pertaining co this Agreement
;w344 _h: csecf.RO
30
anytime during the term hereo.., and for a period.
(3) years after final payment is made under this
Agreement.
24. r.,s„range. Principal shall maintain during the terms of
this Agreement the following insurance:
A. Comprehensive General Liability Insurance in amounts
not less than $1,000,000.00 Combined Single Unit. for
bodily injury and property damage liability and said
insurance shall include contractual liability coverage.
The City of Miami shall be named as primary Additional
Insured.
B.'Professional Liability Insurance in a. minimum amount
of $1,000,000.00 covering all liability arising outi
the terms of this Agreement.
•
C. Workers' Compensation Insurance in- the statutory
amounts.
D. Automobile Liability Insurance covering all owned,
non -owned, and hired vehicles used, by Principal in
connection with work arising out of this Agreement.
Coverage shall be written with at least statutory
amounts for Bodily Injury and Property Damage.
E All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida and which are approved according to
specifications of the Risk Management Division of the
City of Miami. All policies required hereunder shall
name the City as "Additional Insured".
XAB: )44-S •ArchiLrctServ.R0
31
F. The Principal shall furnish certi•f- =a_,es of . ;.ns;:ran:e
to the City prior to the commencement of any work,
which shall clearly indicate that the Principal has
obtained insurance in the type, amount and
classification as required for strict compliance with
this Section and that no material change or
cancellation of the insurance shall be effective
without the thirty (30) days written noticeof the
City•.
G. Compliance with the foregoing requirements shall not
relieve the Principal of its liability and obligations
under this Section or. under any portion of this.
Agreement.
25.$iQh .
A. All services 'shall be performed by the Principal to
the satisfaction of the Project Manager who shall
decide all questions, difficulties and disputes of
whatever nature which may
arise under or by reason of
this Agreement, the ,prosecution and fulfillment of the
Services hereunder, and the character, quality, amount,
and value thereof, and the Project Manager's decisions
upon all claims, questions of fact, and disputes shall
be final, conclusive and binding, upon the parties
hereto, unless such determination is clearly arbitrary
or unreasonable.
S. In the event that the Principal does not concur in the
judgment or the Project Manager as to any decision made
AAd:W3ai•SZ.:-Arrhitz,.:Sr_rv.Ro
3 2
by him, the Principal shall 'present
objections to the City Manager and submit to the City
Commission for determination.
26. Nan-❑igr'riminatimT. The Principal shall not discriminate
against any employee or applicant for employment because
of race, color, religion, sex, age, national origin,
handicap or marital status: The Principal shall• take
affirmative action to ensure that applicants are
employed, without regard to their race, color, religion,
sex, age, national origin, handicap or marital status.
Such action shall include, but not be 'limited to the
following: employment,.upgrading, demotion, or transfer;
recruitment .or recruitment advertising; layoff or
termination; rates of pay or other forms of compensation;
and selection for training, including' apprenticeship.
The Principal agrees to post in conspicuous places,
available to employees and applicants for employment,
notices to be provided by the Personnel Officer setting
forth the provisions of this Equal Opportunity Clause.
.27 , ronst-ruct-icn cif AgraAmPnr. . The parties hereto agree
that this Agreement shall be construed and enforced
according to the laws, statutes and case law of the State
of Florida.
28, Tridr.pd.nciPn'' ronrrarro,- The Principal and its employees
and agents, shall be deemed to be Independent Contractors
and not agents or employees of the City; and shall not
attain any rights or benefits under the Civil Servi:e or
A..B:w344 •ar-=hiCectser'/.Ro
33
ger.siOn ordinance of the City, or any night 9e,'?=-.,}•
afforded classified or unclassified employees; further
they shall not be deemed entitled to Florida Workers'
Compensation benefits as employees of the City.
29.
It is understood and agreed that the
obligations undertaken by the Principal pursuant to this
Agreement shall not be delegated or assigned to any other
person or firm without the City's prior written consent,
which may be withheld at City's sole discretion.
30. f fault ErQvisi.na. In the event that Principal shall
fail to comply with each and every term and condition of
this Agreement or fails to perform any of the terms and*,.
conditions contained herein, then the City, in addition';.
to all other remedies available by law, at its sole
option, upon written notice to Principal may cancel and
terminate this Agreement,' and all payments, advances or
other compensation paid to Principal by City while
Principal was in default of the provisions herein
contained, shall be forthwith returned to City.
31. Q nt rigpn : Claus.e. Funding for this Agreement is
contingent on the availability of funds and continued
authorization for program activities and is subject to
amendment or termination due to lack of funds or
.authorization, reduction of funds, and/or change in
regulations.
D.-nr,,r=mp,r C'-:mpl ; 3n"A. The Principal
acknowledges that it has been furnished a copy of
XAB:W344•5� •A.;hicrctSrrv.R0
34
Ordinance
No 1006 ,. the .Minor. ty_ ,Procurement. .:C,d_^,ance
of the City of Miami, and agrees to comply with all
applicable substantive and procedural provisions therein,
including any amendments thereto.
principal covenants and agrees
33. The
that it will indemnify and hold harmless the City, its
officers, agents and employees from any and all claims,
losses, damages, costs, charges or expenses arising out
of or in connection with the negligent acts, actions, or
omissions of, the Principal or any of its officers,
agents, employees, whether:direct or indirect, provided,
however, that Principal shall not be liable under this
Section for damages or injury arising out of `or. direct'1
caused by or resulting from the sole negligence of the
City or any of its agents, officers or 'employees. The
indemnity provided herein is not limited by reason of any
particular insurance coverage in this Agreement.
34. Notice.
All notices or other communications which shall
or may be given, pursuant to this Agreement shall be in
writing and shall be delivered by personal service, or by
registered mail addressed to the other party at the
address indicated herein or as the same may be changed
from time to time. Such notice shall be deemed given on
the day on which personally served; or, if by mail, on
the fifth day after being posted or the date of actual
receipt, whichever is earlier
x1H:W144-S-:,nrchir.rccSe v.RC
35
CITY OF MIAMI
City Manager
444 S.W. 2-d Avenue
Miami, Florida 33130
Public Works Department
Attn: James J. Kay
444 S.W. 2"d Avenue
Miami, Florida 33130
(305) 416-1227
PRINCIPAL..
RO Architects + Planners, Inc
Attn: Manuel Reyes-Otalora
7310 SW 4 B° Street
Miami, Florida 33155
(305) 661-5990
City Attorney
444 S.W. 2"d Avenue
Suite 945
Miami, Florida 33130
33. No amendments to this Agreement shall
binding on either party unless in writing and signed
both parties.
35.
- i
A. Title and paragraph headings are for convenient
be
by
reference and are not a part of this Agreement.
B. In the event of conflict between the terms of this
Agreement and any terms or conditions contained in any
attached documents, the terms in this Agreement shall
rule.
C. No waiver or breach -of any provision of this Agreement
shall constitute a waiver of any subsequent breach of
the same or any other provision hereof, and no waiver
shall be effective unless made in writing.
D. Should any provision,
phrase contained
court of competent
paragraph, sentence, word or
in this Agreement be determined by .a
jurisdiction to be invalid, illegal
or otherwise unenforceable under the laws of the State
of Florida or the Cicy of Miami, such provision,
AAB:W144-5:,;-;k:ChLCeCZSdry,R0
36
oa..rag. sentence, word or phrase .3ha-- b deemed
rdph
modified to the extent necessary in order to conform
with such laws, or if not modifiable to conform with
such laws, then same shall be deemed severable, and in
either event, the remaining terms and provisions of
this Agreement shall remain unmodified and in full
force and effect.
IN WITNESS WHEREOF, the parties hereto have, through
their proper corporate officials, executed this Agreement,
the day and year first above set forth.
RO Architects + Planners, Inc.,
a Florida corporation
TTEST:
/t.
Corporate ecretary
ROVED
CONTENT:
SJ., , rrector
4 epartrnent of 'ublic Works
APPROVE
CORRE
y
;,ARELLO
A - rney
SaT 1 -gq
AND
MANUEL REYES - OTI►LORA
President
12'teb,E
CITY • MIAMI a municipal
Corpo a •n f the State of
Florid
By:
D H. WARSHAW
City Manager
APPROVv AS T NSU
REQU EM T
MARIO SOLDEVILLA
Director Risk Management
37
a u
A:.B:wl4•1-s7..: •:,rcr.:caccsr•,.P.a