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#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 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, 10th Floor, Miami, Florida 33130 ("City") and Cooper,
Robertson & Partners, LLP., a limited liability partnership qualified to
do business in Florida whose principal address is
("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
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-t 0-1- (G (
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, 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 needed until April 3, 2008 and
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increase the previously negotiated fee from an amount not to exceed $1,399,995.00 to an
amount not to exceed $ l ,485,000.00; 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 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.
Amended Exhibit C, Amended Exhibit D, and Amended Exhibit E 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
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Second Amendment, the 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 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 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,
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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 amended, continued and extended as follows:
A. The amount of compensation payable by the Cit to provider shall be
increased by Eighty -Five Thousand and Forty -Five Dollars and No Cents
($85,045.00) for a total amount not to exceed One Million, Four Hundred and
Eighty -Five Thousand Dollars and No Cents ($1,485,000.00) (the "Total
Compensation"). The Total Compensation is based upon the fees, rates, and
schedules described in Exhibit "B-01" 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, Four Hundred and Eighty -Five Thousand
Dollars and No Cents ($1,485,000.00). Absent any further amendment to this
Second Amendment by approval of the City Commission, additional services are
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riot included in the 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
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and effect as 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 he
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 Attorney
"City"
CITY OF MIAMI, a municipal
corporation
By:
Pedro G. Hernandez, City Manager
APPROVED AS TO INSURANCE
REQUIREMENTS:
LeeAnn Brehm
Risk Management Director
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ATTEST:
Print Name:
Title: -
"Provider"
Cooper, Robertson & Partners LLP
A limited liability partnership,
qualified to
do business in Florida
By:
Print Name: Alexander Cooper, FAIA
Title:
(Corporate Seal) (Authorized Corporate Officer)
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AMENDED EXHIBIT "A-2" - SCOPE OF SERVICES
(To be included upon document execution)
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TO Be Checked by Risk Management
AMENDED EXHIBIT "C" — INSURANCE REQUIREMENTS
-PROFESSIONAL SERVICES AGREEMENT-SASAKI ASSOCIATES,
INC.
1. 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, 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
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
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$100,000 for bodily injury caused by disease, each employee
$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 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.
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Amended EXHIBIT "D" — Authorizing RESOLUTIONS of Provider
AND EVIDENCE OF QUALIFICATION TO DO BUSINESS IN
FLORIDA
(To be included upon document execution)
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AMENDED EXHIBIT E — COMPENSATION
Pursuant to Resolution No. 07- , adopted , 2007, in
a total amount not to exceed One Million, Four Hundred and Eighty -
Five Thousand Dollars and No Cents (S1,485,000.00) (the "Total
Compensation")
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