HomeMy WebLinkAboutExhibit 2Service Category
Contract Type
Project (if applicable)
Consultant
City OF Miami
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Comprehensive Architectural and Engineering
Project Specific
Virginia Key Beach Park Museum
BEA International, Inc. and Huff and Gooden Architects LLC
TABLE OF CONTENTS
ARTICLE 1 DEFINITIONS
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
2.02 SCOPE OF SERVICES
2.03 COMPENSATION
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
3.02 REMOVAL OF UNSATISFACTORY PERSONNEL
3.03 Consultant KEY STAFF
3.04 TIME FOR PERFORMANCE
3.05 DESIGN RESPONSIBILITIES
ARTICLE 4 SUB -CONSULTANTS
4.01 GENERAL
4.02 SUB -CONSULTANT RELATIONSHIPS
4.03 CHANGES TO SUBConsultantS
ARTICLE 5 DEFAULT
5.01 GENERAL
5.02 TIME TO CURE DEFAULT: FORCE MAJEURE
ARTICLE 6 TERMINATION OF AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
6.02 CONSULTANT'S RIGHT TO TERMINATE
6.03 TERMINATION DUE TO UNDISCLOSED LOBBYIST OR AGENT
6.04 NO CONFLICT OF INTEREST
ARTICLE 7 DOCUMENTS AND RECORDS
7.01 OWNERSHIP OF DOCUMENTS
7.02 DELIVERY UPON REQUEST OR CANCELLATION
7.03 RE -USE BY CITY
7.04 NONDISCLOSURE
7.05 MAINTENANCE OF RECORDS
ARTICLE 8 INDEMNIFICATION
ARTICLE 9 INSURANCE
9.01 COMPANIES PROVIDING COVERAGE
9.02 VERIFICATION OF INSURANCE COVERAGE
9.03 FORMS OF COVERAGE
9.04 MODIFICATIONS TO COVERAGE
ARTICLE 10 MISCELLANEOUS
10.01 AUDIT AND INSPECTION RIGHTS
10.02 ENTIRE AGREEMENT
10.03 SUCCESSORS AND ASSIGNS
10.04 TRUTH -IN -NEGOTIATION CERTIFICATE
10.05 APPLICABLE LAW AND VENUE OF LITIGATION
10.06 NOTICES
10.07 INTERPRETATION
10.08 PRIORITY OF PROVISIONS
10.09 COMPLIANCE WITH LAWS
10.10 DISCRETION OF DIRECTOR AND EXECUTIVE DIRECTOR
10.11 RESOLUTION OF CONTRACT DISPUTES
10.12 MEDIATION -WAIVER OF JURY TRIAL
10.13 INDEPENDENT CONTRACTOR:
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City's Initials:
Consultant's Initia
10.14 PERFORMANCE EVALUATION 13
10.15 CONTINGENCY CLAUSE 14
10.16 NO THIRD -PARTY BENEFICIARY 14
ATTACHMENT A - SCOPE OF WORK 8
ARTICLE Al GENERAL 8
A1.01 RANGE OF SERVICES 8
A1.02 NON-EXCLUSIVE RIGHT 8
A1.03 PAYMENTS 8
ARTICLE A2 BASIC SERVICES 8
A2.01 PHASE I - PROGRAMMING AND SCHEMATIC DESIGN: 8
A2.02 PHASE II - DESIGN DEVELOPMENT' 9
A2.03 PHASE III - CONSTRUCTION DOCUMENT DEVELOPMENT 10
A2.04 PHASE IV - BIDDING AND AWARD OF CONTRACT 12
A2.05 PHASE V - ADMINISTRATION OF CONSTRUCTION CONTRACT 12
A2.06 TIMEFRAME FOR COMPLETION 15
ARTICLE A3 ADDITIONAL SERVICES: 15
A3.01 GENERAL 15
A3.02 EXAMPLES 15
ARTICLE A4 REIMBURSABLE EXPENSES 16
A4.01 GENERAL 16
A4.02 SUB -CONSULTANT REIMBUREMENTS 16
ARTICLE A5 CITY'S RESPONSIBILITIES 17
A5.01 PROJECT & SITE INFORMATION 17
A5.02 PROJECT MANAGEMENT 17
A5.03 CONSTRUCTION MANAGEMENT 17
SCHEDULE Al - PROJECT DESCRIPTION 18
SCHEDULE A2 - SUBCONSULTANTS 19
SCHEDULE A3 - KEY STAFF 19
ATTACHMENT B - COMPENSATION AND PAYMENTS 20
ARTICLE BI COMPENSATION FOR SERVICES 20
B1.01 COMPENSATION LIMITS 20
B1.02 CONSULTANT NOT TO EXCEED 20
ARTICLE B2 WAGE RATES 20
B2.01 FEE BASIS 20
B2.02 EMPLOYEES AND JOB CLASSIFICATIONS 20
B2.03 MULTIPLIER 20
B2.04 CALCULATION 20
ARTICLE B3 COMPUTATION OF FEES AND COMPENSATION 20
B3.01 LUMP SUM 21
B3.02 PERCENTAGE OF CONSTRUCTION COST 2
B3.03 HOURLY RATE FEES 21
B3.04 REIMBURSABLE EXPENSES 22
B3.05 FEES FOR ADDITIVE or DEDUCTIVE ALTERNATES 22
B3.06 FEES for ADDITIONAL SERVICES 22
B3.07 PAYMENT EXCLUSIONS 22
B3.08 FEES RESULTING FROM PROJECT SUSPENSION 22
ARTICLE B4 PAYMENTS TO THE Consultant 23
B4.01 PAYMENTS GENERALLY 23
B4.02 FOR COMPREHENSIVE BASIC SERVICES 23
B4.03 PAYMENT FOR ADDITIONAL SERVICES & REIMBURSABLE EXPENSES 23
ARTICLE B5 COMPENSATION FOR REUSE 23
B6.01 GENERAL 23
SCHEDULE 131 - WAGE RATES 24
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Consultant's Initial
PROFESSIONAL SERVICES AGREEMENt
Service Category
Contract Type
Project (if applicable)
Consultant
Consultant Office Location
City Authorization
City OF MIAMI
DEPARTMENT OF CAPITAL IMPROVEMENTS
PROFESSIONAL SERVICES AGREEMENT
Comprehensive Architectural and Engineering
Project Specific
Historic Virginia Key Beach Park Museum
BEA International, Inc. and Huff and Gooden Architects LLC
BEA International, Inc.
4111 Le Juene Road
Coral Gables, Florida 33146
and
Huff and Gooden Architects LLC
302B King Street
Charleston, South Carolina 29401
City Code Section 18-87
THIS AGREEMENT made this _ day of in the year 2008 (this
"Agreement") by and between The City of Miami, Florida, a municipal corporation whose
principal address is 444 S.W. 2nd Avenue, Miami, Florida 33130 (hereinafter called the "City,")
on behalf of The Virginia Key Beach Park Trust, a limited agency and instrumentality of the City
whose principal address is 4020 Virginia Beach Drive, Miami, Florida 33149 (hereinafter called
the "Trust" or "VKBPT") and BEA International Inc., a nor-CD2priar
4whose
principal address is 4111 Le Juene Road, Coral Gables, Florida 33146 and Huff+Gooden
Architects LLC , a Saxi,CA.l;rv4d)i9-h+1►vse principal address is 302E King
Street, Charleston, South Carolina 29401 (hereinafter jointly called the "Consultant").
RECITAL
A. The City on behalf of the Trust issued a Request for Qualifications ("RFQ") No.
05-06-081 on June 15, 2006 for the provision of Comprehensive Architectural and Engineering
services for the Historic Virginia Key Beach Park Museum Project and Consultant's proposal
("Proposal"), in response thereto, was selected as one of the most qualified for the provision of
said services. The RFQ and the Proposal are sometimes referred to herein, collectively, as the
Solicitation Documents, and are by this reference expressly incorporated into and made a part
of this Agreement.
B. WHEREAS, the Trust on July 1, 2007 has recommended Consultant to the City
and the City on behalf of the Trust, through action of the City Commission by Resolution No 07-
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Consultant's Initial
PROFESSIONAL SERVICES AGREEMENt
0402 adopted July 10, 2007, has selected the Consultant in accordance with Section 287.055,
Florida Statutes, (Consultants' Competitive Negotiation Act), and the applicable provisions of
the City Procurement Ordinance, to provide the professional services as described herein (the
"Services").
WITNESSETH, that the City, the Trust, and the Consultant, for the considerations herein
set forth, agree as follows:
ARTICLE 1 DEFINITIONS
1.01 Additional Services means any Work
beyond the basic services secured in compliance
with Florida Statutes.
1.02 Attachments and Exhibits means the
attachments and exhibits to this Agreement,
which are expressly incorporated by reference
and made a part of this Agreement as if set forth
in full.
1.03 Base Fee means the amount of
compensation mutually agreed upon for the
completion of Basic Services.
1.04 Basic Services means those services
designated as such in this Agreement, including
the Attachments hereto.
1.05 City Commission means the legislative
body of the City of Miami.
1.06 City Manager means the duly appointed
chief administrative officer of the City of Miami.
1.07 City means the City of Miami, Florida, a
Florida municipal corporation, the public agency
which is a party hereto and for which this
Agreement is to be performed on behalf of the
Trust. In all respects hereunder, City's
performance is pursuant to City's position as the
owner of the project. In the event the City
exercises its regulatory authority as a
governmental body, the exercise of such
regulatory authority and the enforcement of any
rules, regulations, codes, laws and ordinances
shall be deemed to have occurred pursuant to
City's authority as a governmental body and shall
not be attributable in any manner to City as a
party to this Agreement. For the purposes of this
Agreement, "City" without modification shall
mean the City Manager or Director, as
applicable.
1.08 Construction Budget means the amount
allocated by the Trust for construction of the
Project and all increases, if any, authorized by
the Trust and by the City, as applicable, for the
Project and provided to the Consultant for the
purpose of designing the Project..
1.09 Consultant means the individual,
partnership, corporation, association, joint
venture, or any combination thereof, of properly
registered professional architects, landscape
architects and/or engineers, which has entered
into this Agreement to provide professional
services to the City on behalf of the Trust .
1.10 Contractor means an individual,
partnership, corporation, association, joint
venture, or any combination thereof, which has
entered into a contract with the Trust and the City
for construction of the Virginia Key Beach Park
Museum and incidentals thereto in the City's
Virginia Key Beach Park.
1.11 Director means the Director of the
Department of Capital Improvements for the City
of Miami or designee.
1.12 Executive Director means the Chief
Executive Officer of the Virginia Key Beach Park
Trust, who has the authority and responsibility for
the Trust for managing this Project covered under
this Agreement.
1.13 Inspector means an employee of the
Trust, the City or of a consulting firm hired by the
Trust or the City and assigned by the Trust or the
City to make observations of Work performed by
a Contractor.
1.14 Notice To Proceed means a duly
authorized written letter or directive issued by the
Director or Project Manager acknowledging that
all conditions precedent have been met and/or
directing that Consultant may begin Work on the
Project or a specific task of a Project as outlined
in the Scope of Work.
1.15 Project Manager means an employee or
representative of the Trust or the City assigned
by the Director to manage and monitor the Work
to be performed under this Agreement and the
construction of the Project as a direct
representative of the Trust or the City.
1.16 Project means the construction and
incidentals thereto, of the Historic Virginia Key
Beach Park Museum as contemplated and
budgeted by the Trust or the City. The Project(s)
shall be further defined in the Scope Of Services
section of this Agreement.
1.17 Professional Services or Services
means those services within the scope of the
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Consultant's Initials
PROFESSIONAL SERIVCES AGREEMENT
practice of architecture, professional engineering,
landscape architecture, or registered surveying
and mapping, as applicable, as defined and
governed by the laws of the State of Florida, or
those performed by any architect, professional
engineer, landscape architect, or registered
surveyor or mapper in connection with his or her
professional employment or practice.
1.18 Risk Administrator means the City's
Risk Management Administrator, or designee, or
the individual named by the City Manager to
administer matters relating to insurance and risk
of loss for the City.
1.19 Scope of Work or Work or Scope of
Services means a comprehensive description
of the activities, tasks, design features,
objectives, deliverables and milestones required
for the completion of the Project as defined
herein.
1.20 Subconsultant means a person or
organization of properly registered professional
architects, landscape architects, engineers,
registered surveyor or mapper, and/or other
professional specialty that has entered into a
written agreement with the Consultant to fumish
specified professional services for a Project or
task.
1.21 Trust means the Virginia Key Beach Park
Trust, a limited agency and instrumentality of the
City and the public agency which is a party
hereto and for which this Agreement is to be
performed. In all respects hereunder, the Trust's
performance is pursuant to its position as an
instrumentality of and on behalf of the City and
the City's position as the Owner of the Project.
1.22 Wage Rates means the effective direct
expense to Consultant and/or Subconsultant, on
an hourly rate basis, for employees in the
specified professions and job categories
assigned to provide professional services under
this Agreement that justify and form the basis for
professional fees regardless of actual manner of
compensation.
ARTICLE 2 GENERAL CONDITIONS
2.01 TERM:
2.01-1 Commencement
The term of this Agreement shall commence upon
execution of this Agreement by all parties hereto and
shall conclude upon the completion and acceptance
of the Work by the Director and the Executive Director
unless terminated earlier as provided herein.
2.01-2 Time
Time is of the essence in this Agreement.
2.02 SCOPE OF SERVICES
Consultant agrees to provide the Professional
Services as specifically described under this
Agreement, including the special terms and conditions
set forth in Attachment "A", which by are by reference
incorporated into and made a part of this Agreement.
Consultant represents to the City and the Trust that:
(i) it possesses all qualifications, licenses and
expertise required for the performance of the,
including but not limited to full qualification to do
business in Florida and full-time professional
architect(s) licensed and working in the State of
Florida; (ii) it is not delinquent in the payment of any
sums due the City or to the Trust, including payment
of permits, fees, occupational licenses, etc., nor in the
performance of any obligations to the City or to the
Trust, (iii) all personnel assigned to perform the
Professional 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
Professional Services will be performed in the
manner, at such times, and for the budgeted amounts
described in Attachment B, and (v) each person
executing this Agreement on behalf of Consultant has
been duly authorized to so execute the same and fully
bind Consultant as a party to this Agreement pursuant
to Consultant's authorizing resolution attached hereto.
2.03 COMPENSATION
2.03-1 Compensation Limits
The maximum amount of compensation payable by
the Trust and/or the City to Consultant as a not to
exceed fee, is One Million, Four Hundred and Sixty
Thousand Dollars and No Cents ($1,460,000.00)
based on a Basic Fee of One Million Two Hundred
Fifty Eight Thousand Eight Hundred Dollars
($1,258,800.00), and Two Hundred One Thousand
Dollars ($201,000) for reimbursable expenses, and
additional services fees. This total maximum amount
is based on the methods of compensation
established in Attachment B. In no event shall the
amount of compensation and approved expenses
exceed said total amount unless explicitly approved
by action of the City Manager or the City Commission,
as may be applicable pursuant to Section 18-87 of the
City Code, in consultation with the Trust, and put into
effect by written amendment to this Agreement.
Neither the City nor the Trust shall be liable for any
costs, fees, expenses or charges beyond the total
amount of compensation and approved expenses
specified in this subsection for the Scope of Services
referenced in Attachments A and B. Neither the City
nor the Trust shall be liable for any cost, fee,
reimbursement expense or other liability beyond the
stated maximum amount of One Million, Four
Hundred and Sixty Thousand Dollars and No Cents
($1,460,000.00). The maximum of One Million, Four
Hundred and Sixty Thousand Dollars and No Cents
($1,460,000.00) will be the upper limit of liability of the
Trust and/or the City, as applicable, for all fees of the
Consultant, its subconsultants, agents, or
representatives, and inclusive of costs, reimbursable
expenses and any other approved expenditure
relating to Consultant's performance of the Services.
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City's Initials: Consultant's Initia
2.03-2 Payments
Payment shall be made within thirty (30) days after
receipt of an acceptable invoice, which shall be
accompanied by sufficient supporting documentation
and contain sufficient detail, to allow a proper audit of
expenditures, should the City require one to be
performed. If Consultant is entitled to reimbursement
of travel expenses, then all bills for travel expenses
shall be submitted in accordance with Section
112.061, Florida Statutes.
Should the City or the Trust, as applicable, fail to pay
an invoice within the stipulated thirty (30) days, The
Consultant shall be entitled to interest in accordance
with Florida Statute's Local Government Prompt
Payment Act.
Consultant agrees and understands that (i) any and
all subconsultants providing Professional Services
related to this Agreement shall be paid through
Consultant and not paid directly by the Trust or the
City, and (ii) any and all liabilities regarding payment
to or use of subconsultants for any of the Professional
Services related to this Agreement shall be borne
solely by Consultant.
Neither Consultant nor any of its employees nor its
Subconsultants shall perform any Work unless duly
authorized by the Project Manager. Consultant shall
not be paid (i) for any work performed outside the
Scope of Services for this Agreement, or (ii) for any
work performed by any of Consultant's employees or
Subconsultants not otherwise previously authorized.
ARTICLE 3 PERFORMANCE
3.01 PERFORMANCE AND DELEGATION
The Professional Services to be performed hereunder
shall be performed by the Consultants own staff and
the Subconsultants identified in this Agreement,
unless otherwise approved in writing by the City in
consultation with the Trust. Said approval shall not be
construed as constituting an agreement between the
City on behalf of the Trust and said other person(s) or
firm.
3.02 REMOVAL OF UNSATISFACTORY
PERSONNEL
Director in consultation with the Trust may make
written request to Consultant for the prompt removal
and replacement of any personnel employed or
retained by the Consultant, or any Subconsultants, or
any personnel of any such Subconsultants engaged
by the Consultant to provide and perform services or
Work pursuant to the requirements of this Agreement.
The Consultant shall respond to City on behalfof the
Trust within five (5) working days of receipt of such
request with either the removal and replacement of
such personnel or written justification as to why that
may not occur. All decisions involving personnel will
be made by Consultant,
PROFESSIONAL SERIVCES AGREEMENT
Consultant shall at all times provide fully qualified
competent and physically capable employees to
perform the Professional Services under this
Agreement. CONSULTANT KEY STAFF
The parties acknowledge that Consultant was
selected by the City in consultation with the Trust, in
part, on the basis of qualifications of particular staff
identified in Consultant's response to City's
solicitation on behalf of the Trust, hereinafter referred
to as "Key Personnel". Consultant shall ensure that
Key Personnel as detailed in Schedule A-2 are
available for Work hereunder as long as said Key
Personnel are in Consultant's or Subconsultant's
employ. Consultant will obtain prior written approval
of Director or designee to change Key Personnel.
Consultant shall provide Director, or designee with
such information as necessary to determine the
suitability of proposed new Key Personnel. Director
will act reasonably in evaluating Key Personnel
qualifications.
3.03 TIME FOR PERFORMANCE
The Consultant agrees to start all Work hereunder
upon receipt of a Notice to Proceed issued by the
Director and to complete each assignment, task or
phase within the time stipulated in the Notice to
Proceed. Time is of the essence with respect to
performance of this Agreement.
A reasonable extension of the time for completion of
various assignments, tasks or phases will be granted
by the City in consultation with the Trust should there
be a delay on the part of the City or the Trust in
fulfilling their respective obligations, as applicable,
under this Agreement as stated herein. Such
extension of time shall not be cause for any claim by
the Consultant for extra compensation.
Should the City direct the Consltant to stop Work for a
period of time in excess of thirty (30) consecutive
days, the Consultant may seek additional
compensation under the Additional Services provision
of this Agreement.
3.04 DESIGN RESPONSIBILITIES
3.04-1 Errors and Ommissions
The Consultant shall be responsible to promptly make
corrections to the Consultant's Work when the
Consultant's Work is found to contain discrepancies,
errors or omissions. All costs associated with
corrections in the Consultant's Work, delays to the
Work, including, but not limited to, increased costs of
construction, and damages associated with the
Contractor's Work or the work of other Project
participants, resulting from such discrepancies, errors
or omissions shall be bome by the Consultant. Except
with the Consultant's correction of design and
construction documents, the Consultant shall only be
responsible for construction related costs resulting from
the above where such discrepancies, errors and
omissions result from the actions of the Consultant.
3.04-2 Nonconforming Work
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Consultant's Initia :
PROFESSIONAL SERIVCES AGREEMENT
The Consultant shall promptly give notice to the City of
any defective or nonconforming Work of the Contractor
or any other Project participant whenever discovered
by the Consultant and whether before or after the date
of Substantial Completion of the Contractor's Work. All
Work is to be in compliance with applicable codes.
3.06 Meetings
The Consultant shall schedule at a minimum bi-
weekly meetings with the Contractor. Additional
meetings will be scheduled where the Consultant and
Project Manager determine that such a need exists.
At each of these meetings, the Consultant and
Contractor shall review the Project's budget,
schedule, and scope along with the Consultant's
progress to date on the respective phases of the
Project and any special problems related to the
continuing progress of the Project including but not
limited to any outstanding RFIs, CPRs, and change
orders. Consultant shall prepare and distribute all
meeting minutes to all participants present at the
meetings.
ARTICLE 4 SUBCONSULTANTS
4.01 GENERAL
4.01-1 A Subconsultant is a person or
organization of properly registered professional
architects, landscape architects, engineers, registered
surveyors or mapper, and/or other qualified
professional who has entered into a written
agreement with the Consultant to furnish Professional
Services under this Agreement, that was identified as
part of the consulting team in the competitive
selection process by which Consultant was chosen to
perform the Professional Services under this
Agreementa or subsequently by the Director and the
Executive Director, and as such, is identified and
listed in Schedule Al attached hereto.
4.01-2 A Specialty Subconsultant is a person or
organization that has, with the consent of the Director,
entered into a written agreement with the Consultant
to fumish unique and/or specialized Professional
Services necessary for the Project or task described
under Additional Services. Such Specialty Sub -
Consultant shall be in addition to those identified in
Schedule Al.
4.01-3 All of Consultant's Subconsultants are set
forth in the Schedule Al. Consultant shall provide to
City such information as may be requested from time
to time regarding all Subconsultants providing
Services related to this Agreement in a timely
manner. Failure to provide the required information
may disqualify a Subconsultant from performing
Services under this Agreement. Consultant shall at all
times provide fully qualified, competent and physically
capable Subconsultants to perform the Services
under this Agreement.
4.02 SUBCONSULTANT
RELATIONSHIPS
4.02-1 All services provided by the
Subconsultants shall be performed pursuant to
appropriate written agreements between the
Consultant and the Subconsultants, which shall
contain provisions that preserve and protect the rights
of the City and the Trust under this Agreement and
which require all Subconsultants to comply with all
applicable terms and conditions of the RFQ and all
applicable federal, state, county, and local laws, rules,
regulations, and ordinances. Subconsultants shall not
be authorized or permitted to further subcontract any
Work or Professional Services.
4.02-2 Nothing contained in this Agreement
shall create any contractual or business relationship
between the City, the Trust, and the Subconsultants.
The Consultant acknowledges that Subconsultants
are entirely under its direction, control, supervision,
retention and/or discharge.
4.03 CHANGES TO SUBCONSULTANTS
The Consultant shall not change any Subconsultants
listed in Schedule Al without prior written approval by
the Director and the Executive Director, in response
to a written request from the Consultant stating the
reasons for any proposed substitution. Such approval
shall not be unreasonably withheld, conditioned, or
delayed by the Director and the Executive Director.
ARTICLE 5 DEFAULT
5.01 GENERAL
If Consultant fails to comply with any term or condition
of this Agreement, or fails to perform any of its
obligations hereunder, then Consultant shall be in
default. Upon the occurrence of a default hereunder
the City, in addition to all remedies available to it by
law, may immediately, upon written notice to
Consultant, terminate this Agreement whereupon all
payments, advances, or other compensation paid by
the Trust or the City, as applicable, to Consultant
while Consultant was in default shall be immediately
returned to the Trust or the City, as applicable.
Consultant understands and agrees that termination
of this Agreement under this section shall not release
Consultant from any obligation accruing prior to the
effective date of termination.
In the event of termination due to default, in addition
to the foregoing, Consultant shall be liable to the Trust
and the City for all expenses incurred by the Trust
and the City in preparing and negotiating this
Agreement, as well as all costs and expenses
incurred by the Trust and the City in the re -
procurement of the Work. In the event of default, the
Trust and the City may also suspend or withhold
reimbursements from Consultant until such time as
the actions giving rise to default have been cured.
5.02 TIME TO CURE DEFAULT: FORCE
MAJEURE
The Trust and the City shall provide written notice to
Consultant as to a finding of default, and Consultant
City's Initials: i Consultant's Initi
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PROFESSIONAL SERIVCES AGREEMENT
shall take all necessary action to cure said default
within timeframe stipulated in said notice. Failure to
cure the default in the stipulated timeframe may result
in the City Manager, or the Director and the Executive
Director terminating this Agreement. The City
Manager or the Director in conjunction with the
Executive Director may, in their sole discretion,
extend in writing the timeframe for curing said default.
Should any such failure on the part of Consultant be
due to a condition of force majeure as that term is
interpreted under Florida law, then the Trust and the
City may allow an extension of time reasonably
commensurate with the cause of such failure to
perform or cure.
If the Consultant is delayed in performing any
obligation under this Agreement due to a force
majeure condition, the Consultant shall request a time
extension from the Trust and the City within two (2)
working days of said force majeure occurrence. Any
time extension shall be subject to mutual agreement
and shall not be cause for any claim by the
Consultant for extra compensation unless Additional
Services are required.
ARTICLE 6 TERMINATION OF
AGREEMENT
6.01 CITY'S RIGHT TO TERMINATE
6.01-1 The City has the right to terminate this
Agreement for any reason or no reason, upon ten (10)
days' written notice. Upon termination of this
Agreement, all charts, sketches, studies, drawings,
and other documents related to Work and
Professional Services authorized under this
Agreement, whether finished or not, must be tumed
over to the City. The Consultant shall be paid in
accordance with provisions of Attachment B, provided
that said documentation is tumed over to City within
ten (10) business days of termination. Failure to
timely deliver the documentation shall be cause to
withhold any payments due without recourse by
Consultant until all documentation is delivered to the
City.
6.01-2 Consultant shall have no recourse or remedy
from a termination made by the City except to retain
the fees already disbursed or owing as compensation
for the Work and Professional Services that was
performed in complete compliance with the
Agreement, as full and final settlement of any claim,
action, demand, cost, charge or entitlement it may
have, or will, have against the Trust or the City, its
officials or employees. The Consultant may also be
entitled to customary and reasonable expenses
resulting from such termination.
6.02 CONSULTANT'S RIGHT TO
TERMINATE
The Consultant shall have the right to terminate this
Agreement, in writing, following breach by the Trust or
the City, if breach of contract has not been corrected
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City's Initials:
within sixty (60) days from the date of the Trust and
the City's receipt of a written notice from Consultant
specifying the Trust's or the City's breach, as
applicable, of its duties under this Agreement.
6.03 TERMINATION DUE TO
UNDISCLOSED LOBBYIST OR AGENT
Consultant warrants that it has not employed or
retained any company or person, other than a bona
fide employee working solely for the Consultant, to
solicit or secure this Agreement and that he or she
has not paid or agreed to pay any person, company,
corporation, individual, or firm, other than a bona fide
employee working solely for the Consultant any fee,
commission, percentage, gift, or other consideration
contingent upon or resulting from the award or making
of this Agreement.
For the breach or violation of this provision, the City
shall have the right to terminate the Agreement
without delay.
6.04 NO CONFLICT OF INTEREST
Pursuant to City of Miami Code Section 2-611, as
amended ("City Code"), regarding conflicts of interest,
Consultant hereby certifies to City and the Trust that
no individual member of Consultant, no employee,
and no Subconsultant assisting Consultant under this
Agreement nor any immediate family member of any
of the same is also a member of any board,
commission, or agency of the City. Consultant hereby
represents and warrants to the City and the Trust that
throughout the term of this Agreement, Consultant, its
employees and its Subconsultants will abide by this
prohibition of the City Code.
For the breach or violation of this provision, the City
shall have the right to terminate the Agreement
without delay.
ARTICLE 7 DOCUMENTS AND
RECORDS
7.01 OWNERSHIP OF DOCUMENTS
All tracings, plans, drawings, specifications, maps,
computer files, models and/or reports prepared or
obtained under this Agreement, as well as all data
collected, together with summaries and charts derived
therefrom, including all electronic copies willl be
considered "work for hire "as such phrase is defined
in Section 101 of Title 17 of the United States Code
(Public Law 94-533 and all title, ownership and
copyright privileges are and at all times shall be the
property of the City without restriction or limitation on
their use, and will be made available, on request, to
the City for itself and on behalf of the Trust at any
time during the performance of such services and/or
upon completion or termination of this Agreement.
Consultant and its Subconsultants' electronic CADD
(Computer Assisted Design and Drafting) files, tapes,
disks, and similar items remain the property of the
City. The Consultant will provide these electronic
items upon the request of the City or upon
Page 8
Consultant's Initi s:
PROFESSIONAL SERIVCES AGREEMENT
completion/termination of this Agreement. The
Consultant shall provide documents to others at the
direction of the City consistent in content and format
with normal document production as determined by
the City. The City understands that the use and
conversion of Electronic Data to an alternate format
may not be accomplished without the potential for
introduction of anomalies or errors and that changes
or modifications by anyone other than the Consultant
may result in adverse consequences that Consultant
can neither predict nor control. Accordingly, the City
and the Trust agree that Consultant shall not be liable
for and hereby waive all claims arising out of or
connected with (a) the use, modification or misuse by
the City or the Trust of such Electronic Data; or
(b) the decline of accuracy or readability of the
Electronic Data due to storage conditions, the
passage of time, or otherwise; or (c) any use of said
electronic data by any third parties receiving the
electronic data from the City or the Trust.
The Trust and the City agree that the design
documents to be provided by Consultant will contain
certain standard Consultant component design details
from the Consultant's Best Practices Detail Library,
which standard component details shall remain the
property of the Consultant. These details are
repetitive in nature, not project -specific, function
rather than form -oriented, and were not developed for
or identifiable with the Work. Continued use by the
Consultant will not compromise the complete transfer
to the City of the unique features of the design for the
Work and will not result in a compromise of the City's
absolute right, title and ownership to the work product
and design documents herein.
The Consutlant will not be liable for use by the Trust
or the City of plans, documents, studies, or other data
for any purpose other than that intended by the terms
and conditions of this Agreement.
Consultant shall not copyright any material and
products or patent any invention developed under this
Agreement. The Trust and the City shall have the
right to visit the site for inspection of the Work and the
products of Consutlant at any time. The Consultant
shall be permitted to retain copies, including
reproducible copies, solely for information and
reference in connection with the Trust's or the City's
use and occupancy of the Project.
7.02 DELIVERY UPON REQUEST OR
CAN CELLATION
Failure of the Consultant to promptly deliver all such
documents to the Director within ten (10) days of
cancellation, or within ten (10) days of request by the
City, shall be just cause for the Trust or the City to
withhold payment of any fees due Consultant until
Consultant delivers all such documents. Consultant
shall have no recourse from these requirements.
7.03 RE -USE BY CITY
It is understood that all Consultant agreements and/or
Work Orders for additional services will include the
provision for the re -use of plans and specifications,
including construction drawings of Consultant, its
agents, employees, representatives, and
Subconsultants, at the City's sole option, and by
virtue of signing this Agreement Consultant agrees to
such re -use in accordance with this provision without
the necessity of further approvals, compensation, fees
or documents being required and without recourse for
such re -use. The Consutlant will not be liable for use
by the Trust or the City of plans, documents, studies,
or other data for any purpose other than that intended
by the terms and conditions of this Agreement.
7.04 NONDISCLOSURE
To the extent allowed by law, Consultant agrees and
shall require its Subconsultants not to divulge, furnish
or make available to any third person, firm or
organization, without Trust and the City's prior written
consents, or unless incident to the proper
performance of the Consultant's obligations
hereunder, or in the course of judicial or legislative
proceedings where such information has been
properly subpoenaed, any non-public information
conceming the services to be rendered by Consultant
hereunder, and Consultant shall require all of its
employees, agents, and Subconsultants to comply
with the provisions of this Article.
7.05 MAINTENANCE OF RECORDS
Consultant will keep and shall require its
Subconsultants to keep adequate records, files,
invoices, receipts, and other supporting
documentation, which concem or reflect its Work and
Professional Services hereunder. Records subject to
the provisions of Public Record Law, Florida Statutes
Chapter 119, shall be kept in accordance with
applicable Florida Statutes. Otherwise, the records,
files, invoices, receipts and other supporting
documentation will be retained by Consultant and by
its Subconsultants for a minimum of three (3) years
from the date of termination of this Agreement or the
date the Project is completed, whichever is later. The
Trust and the City, or any duly authorized agents or
representatives of Trust and the City, shall have the
right to audit, inspect, and copy all such records, files,
invoices, receipts and other supporting documentation
as often as they deem necessary during the period of
this Agreement and during the three (3) year period
noted above; provided, however such activity shall be
conducted only during normal business hours.
ARTICLE 8 INDEMNIFICATION
Consultant shall indemnify, defend, release, and hold
harmless the City, the Trust, and their officials,
employees and agents (collectively referred to as
"Indemnitees") and each of them from and against all
loss, costs, penalties, fines, damages, claims,
expenses (including reasonable attorney's fees) or
liabilities (collectively referred to as "Liabilities") by
reason of any injury to or death of any person or
damage to or destruction or loss of any property
arising out of, resulting from, or in connection with (i)
B-30508
City's Initials:
Page 9
Consultant's Initi
the performance or non-performance of the Services
contemplated by this Agreement (whether active or
passive) of Consultant or its employees, agents,
representatives, servants or Subconsultants
(collectively referred to as "Consultant") which is or is
alleged to be directly or indirectly caused, in whole or
in part, by any act, omission, default or negligence
(whether active or passive or in strict liability) of the
Indemnities, or any of them, or (ii) the failure of the
Consultant to comply materially with any of the
requirements herein, or the failure of the Consultant to
conform to statutes, ordinances, or other regulations
or requirements of any governmental authority, local,
federal or state, in connection with the performance of
this Agreement.
Consultant expressly agrees to indemnify, defend,
release, and hold harmless the Indemnities, or any of
them, from and against all liabilities which may be
asserted by an employee or former employee of
Consultant, or any of its Subconsultants, as provided
above, for which the Consultant's liability to such
employee or former employee would otherwise be
limited to payments under state Workers'
Compensation or similar laws. Consultant further
agrees to indemnify, defend, release, and hold
harmless the lndemnitees from and against (i) any
and all Liabilities imposed on account of the violation
of any law, ordinance, order, rule, regulation,
condition, or requirement, in any way related, directly
or indirectly, to Consultant's performance under this
Agreement, compliance with which is left by this
Agreement to Consultant, (ii) for any errors in the
provisions of Services and for any fines which may
result from the fault of Consultant, and (iii) any and all
claims, and/or suits for labor and materials furnished
by Consultant or utilized in the performance of this
Agreement or otherwise.
The Consultant shall pay all claims and losses of any
nature whatsoever in connection therewith and shall
defend all project related suits, in the name of the
Trust and the City when applicable, and shall pay all
costs, including without limitation reasonable
attorney's and appellate attomey's fees, and
judgments which may issue thereon. The
Consultant's obligation under this Agreement shall not
be limited in any way by the agreed upon
compensation, or the Consultant's limit of, or lack of,
sufficient insurance protection and shall apply to the
full extent that it is caused by the negligent, act or
omission, recklessness or intentional wrongful
conduct of the Consultant, its agents, servants,
representatives, or Subconsultants.
This section shall be interpreted to comply with
Sections 725.06 and/or 725.08, Florida Statutes.
Consultant's obligations to indemnify, defend, release,
and hold harmless the lndemnitees shall survive the
termination of this Agreement.
Consultant understands and agrees that any and all
liabilities regarding the use of any Subconsultant for
Work or Services related to this Agreement shall be
PROFESSIONAL SERIVCES AGREEMENT
borne solely by Consultant throughout the duration of
this Agreement and that this provision shall survive
the termination of this Agreement.
ARTICLE 9 INSURANCE
9.01 COMPANIES PROVIDING
COVERAGE
All insurance policies shall be issued by companies
authorized to do business under the laws of the State
of Florida and satisfactory to the City's Risk
Management Director. All companies shall have a
Florida resident agent and be rated at least A(VII), as
per A.M. Best Company's Key Rating Guide., latest
edition.
9.02 VERIFICATION OF INSURANCE
COVERAGE
The Consultant shall furnish certificates of insurance
to the Risk Management Director for review and
approval prior to the execution of this Agreement. The
Certificates shall clearly indicate that the Consultant
has obtained insurance of the type(s), amount(s) and
classification(s) required by these provisions, in
excess of any pending claims at the time of award of
this Agreement to the Consultant. Consultant shall
maintain coverage with equal or better rating as
identified herein for the term of this Agreement.
Consultant shall provide written notice to the City's
Department of Risk Management of any material
change, cancellation and/or notice of non -renewal of
the insurance within thirty (30) days of the change.
9.03 FORMS OF COVERAGE
9.03-1 Comprehensive General Liability and
Automobile Liability
Coverage shall have minimum limits of
$1,000,000 per Occurrence, Combined single
Limit Bodily Injury Liability and Property Damage
Liability. General Aggregated Limit shall have a
minimum limit of $2,000,000. This shall include
Premises and Operations, Independent
Contractors and Contractual Liability. Automobile
coverage including hired, borrowed or non -owned
autos, limits of Liability, Bodily Injury, Damage
Liability for any one accident $1,000,000. The
Trust and the City shall be named an additional
insureds on both of these coverages.
9.03-2 Professional Liability Insurance
The Consultant shall maintain Professional
Liability Insurance including Errors and
Omissions coverage in the minimum amount of
$1,000,000 per claim, in the agregate, providing
for all sums which the Consultant shall be legally
obligated to pay as damages for claims arising
out of the services performed by the Consultant
or any person employed by the Consultant in
connection with this Agreement. This insurance
shall be maintained for at least one year after
completion of the construction and acceptance of
the Project covered by this Agreement.
B-30508
City's Initials:
Page 10
Consultant's Initial
PROFESSIONAL SERIVCES AGREEMENT
9.03-3 Worker's Compensation Insurance
The Consultant shall maintain Worker's
Compensation Insurance in compliance with
Florida Statutes, Chapter 440, as amended, and
Employee's Liability with a minimum limit of
$500,000 each occurrence.
9.03-4 Sub -Consultant Compliance
Consultant shall ensure that all Sub -Consultants
comply with these same insurance requirements.
9.04 MODIFICATIONS TO COVERAGE
The Risk Management Director or his/her authorized
designee reserves the right to require modifications,
increases, or changes in the required insurance
requirements, coverage, deductibles or other
insurance obligations by providing a thirty (30) day
written notice to the Consultant. Consultant shall
comply with such requests unless the insurance
coverage is not then readily available in the national
market, and may request additional compensation for
reimbursement of any additiional costs from the Trust
or the City.
ARTICLE 10 MISCELLANEOUS
10.01AUDIT AND INSPECTION RIGHTS
The Trust and the City reserve the right to audit and
to inspect the Consultant's accounts during the
performance of this Agreement and for three (3) years
after final payment under this Agreement. The
Consultant agrees to fumish copies of any records
necessary, in the opinion of the Trust and the
Director, to approve any requests for payment by the
Consultant.
10.02ENTIRE AGREEMENT
This Agreement, as it may be amended from time to
time, represents the entire and integrated agreement
between the Trust, the City and the Consultant and
supersedes all prior negotiations, representations or
agreements, written or oral. This Agreement may not
be amended, changed, modified, or otherwise altered
in any respect, at any time after the execution hereof,
except by a written document executed with the same
formality and equal dignity herewith. Waiver by the
City and the Trust of a breach of any provision of this
Agreement shall not be deemed to be a waiver of any
other breach of any provision of this Agreement.
10.03SUCCESSORS AND ASSIGNS
The performance of this Agreement shall not be
transferred pledged, sold, delegated or assigned, in
whole or in part, by the Consultant without the prior
written consent of the Trust and the City, acting by
and through the Trust Board of Directors and the City
Commission. It is understood that a sale of the
majority of the stock or partnership shares of the
Consultant, a merger or bulk sale, an assignment for
the benefit of creditors shall each be deemed
transactions that would constitute an assignment or
sale hereunder requiring prior Trust and City prior
written approvals.
The Consultant's services are unique in nature and
any transference without prior City approval shall be
cause for the City to cancel this Agreement. The
Consultant shall have no recourse from such
cancellation. The City may require bonding, other
security, certified financial statements, and tax returns
from any proposed assignee and the execution of an
Assignment/ Assumption Agreement in a form
satisfactory to the City Attorney as a condition
precedent to considering approval of an assignment.
The Consultant, the Trust and the City each binds one
another, their partners, successors, legal
representatives and authorized assigns to the other
party of this Agreement and to the partners,
successors, legal representatives and assigns of such
party in respect to all covenants of this Agreement.
10.04 TRUTH -IN -NEGOTIATION
CERTIFICATE
In compliance with the Consultant's Competitive
Negotiation Act, for any Project to be compensated
under the Lump Sum method, the Consultant shall
certify that wage rates and other factual unit costs
supporting the compensation are accurate, complete,
and current at the time of Notice to Proceed. The
original Project price and any addition thereto will be
adjusted to exclude any significant sums by which the
Trust and the City determine the Project price was
increased due to inaccurate, incomplete or non-
current wage rates and other factual unit costs
10.05 APPLICABLE LAW AND VENUE OF
LITIGATION
This Agreement shall be interpreted and construed in
accordance with and govemed by the laws of the
State of Florida. Any suit or action brought by any
party, concerning this Agreement, or arising out of this
Agreement, shall be brought in Miami -Dade County,
Florida. Each party shall bear its own attorney's fees
except in actions arising out of Consultant's duties to
indemnify the Trust and the City under ARTICLE 8
where Consultant shall pay the Trust's and the City's
reasonable attomeys' fees.
10.06NOTICES
Whenever either party desires to give notice unto the
other, such notice must be in writing, sent by
registered United States mail, return receipt
requested or electonic mail, addressed to the party
for whom it is intended at the place last specified; and
the place for giving of notice shall remain such until it
shall have been changed by written notice in
compliance with the provisions of this paragraph. For
the present, the parties designate the following as the
respective places for giving of notice:
FOR City Of Miami:
Gary Farbrikant
Assistant Director
Department of Capital Improvements (CIT)
444 S.W. 2nd Ave., - 8th FI
Miami, Florida 33130
B-30508
City's Initials:
Page 11
Consultant's Initi -is:
PROFESSIONAL SERIVCES AGREEMENT
With copies to:
David Shorter, Executive Director
Virginia Key Beach Park Trust
4020 Virginia Beach Drive
Miami, Florida 33149.
Julie Bru, City Attorney
City of Miami
444 S.W. 2nd Ave., Suite 945
Miami, Florida 33130
FOR Consultant:
Gustavo Berenblum, Partner
4111 Le Juene Road
Coral Gables, Florida 33146
10.07INTERPRETATION
Preparation of this Agreement has been a joint effort.
The language of this Agreement has been agreed to
by both parties to express their mutual intent and no
rule of strict construction shall be applied against
either party hereto. The headings contained in this
Agreement are for reference purposes only and shall
not affect in any way the meaning or interpretation of
this Agreement. All personal pronouns used in this
Agreement shall include the other gender, and the
singular shall include the plural, and vice versa,
unless the context otherwise requires. Terms such as
"herein," "hereof," "hereunder," and "hereinafter" refer
to this Agreement as a whole and not to any particular
sentence, paragraph, or section where they appear,
unless the context otherwise requires. Whenever
reference is made to a Section or Article of this
Agreement, such reference is to the Section or Article
as a whole, including all of the subsections of such
Section, unless the reference is made to a particular
subsection or subparagraph of such Section or
Article.
10.08PRIORITY OF PROVISIONS
If there is a conflict or inconsistency between any
term, statement, requirement, or provision of any
exhibit attached hereto, any document or events
referred to herein, or any document incorporated into
this Agreement by reference and a term, statement,
requirement, or provision of this Agreement, the term,
statement, requirement, or provision contained in this
Agreement shall prevail and be given effect.
10.09 COMPLIANCE WITH LAWS
Consultant shall comply and shall require each of its
Sub -consultants to comply with all applicable laws,
codes, ordinances, rules, regulations and resolutions
including, without limitation, OSHA, the Americans
with Disabilities Act ("ADA"), as amended, and all
applicable guidelines and standards in performing its
duties, responsibilities, and obligations related to this
Agreement. The Consultant represents and warrants
and shall require its Subconsultants to represent and
warrant that there shall be no unlawful discrimination
as provided by law in connection with the
performance of this Agreement.
10.09-1 Non -Discrimination
Consultant warrants and represents that it does
not and will not engage in discriminatory
practices and that there shall be no discrimination
in connection with Consultant's performance
under this Agreement on account of race, color,
sex, religion, age, disability, sexual orientation,
marital status or national origin. Consultant
further covenants that no otherwise qualified
individual shall, solely by reason of his/her race,
color, sex, religion, age, disability, sexual
orientation, marital status or national origin, be
excluded from participation in, be denied
services, or be subject to discrimination under
any provision of this Agreement.
Consultant shall affirmatively comply with all
applicable provisions of the Americans with
Disabilities Act ("ADA") in the course of providing
any work, labor or services funded by the City,
including Titles I & II of the ADA (regarding
nondiscrimination on the basis of disability) and
all applicable regulations, guidelines and
standards. Additionally -the Consultant shall take
affirmative steps to —insure nondiscrimination in
employment of disabled persons.
10.10DISCRETION OF DIRECTOR AND
EXECUTIVE DIRECTOR
Any matter not expressly provided for herein dealing
with the Trust and the City or decisions of the Trust or
the City shall be within the exercise of the reasonable
professional discretion of the Executive Director and
the Director or their authorized designee(s).
10.11 RESOLUTION OF CONTRACT
DISPUTES:
Consultant understands and agrees that all disputes
between it and the Trust and/or the City based upon
an alleged violation of the terms of this Agreement by
the Trust or the City shall be submitted to the City
Manager for his/her resolution, prior to Consultant
being entitled to seek judicial relief in connection
therewith. Should the amount of compensation
hereunder exceed $500,000, the City Manager's
decision shall be approved or disapproved by the City
Commission. Consultant shall not be entitled to seek
judicial relief unless:
(i) it has first received City Manager's written
decision, approved by the City Commission if
applicable, or
(ii) a period of sixty (60) days has expired after
submitting to the City Manager a detailed
statement of the dispute, accompanied by all
supporting documentation, or a period of
(90) days has expired where City Manager's
decision is subject to City Commission
approval; or
(iii) City has waived compliance with the
procedure set forth in this section by written
instrument(s) signed by the City Manager.
B-30508
City's Initials:i---
Page 12
Consultant's Initialal: _
PROFESSIONAL SERIVCES AGREEMENT
10.12 MEDIATION- WAIVER OF JURY
TRIAL
In an effort to engage in a cooperative effort to
resolve conflict which may arise during the course of
the design and /or construction of the subject Project,
and/or following the completion of the Project the
parties to this Agreement agree all disputes between
them shall be submitted to non -binding mediation
prior to the initiation of litigation, unless otherwise
agreed in writing by the parties. A certified Mediator,
who the parties find mutually acceptable, will conduct
any mediation proceedings in Miami -Dade County,
State of Florida. The parties will split the costs of a
certified mediator on a 50/50 basis. The Consultant
agrees to include such similar contract provisions with
all Subconsultants retained for the Project, thereby
providing for non -binding mediation as the primary
mechanism for dispute resolution.
In an effort to expedite the conclusion of any litigation
the parties voluntarily waive their right to jury trial or to
file permissive counterclaims in any action arising
under this Agreement.
10.13INDEPENDENT CONTRACTOR:
Consultant has been procured and is being engaged
to provide services to the Trust and the City as an
independent Consultant, and not as an agent or
employee of the City or of the Trust. This Agreement
does not create a joint venture, partnership or other
business enterprise between the parties. The
Consultant has no authority to bind the Trust or the
City to any promise, debt, default, or undertaking of
the Consultant. Consultant shall not attain, nor be
entitled to, any rights or benefits under the Civil
Service or Pension Ordinances of the City, nor any
rights generally afforded classified or unclassified
employees. Consultant further understands that
Florida Workers' Compensation benefits available to
employees of the Trust or the City are not available to
Consultant, and agrees to provide workers'
compensation insurance for any employee or agent of
Consultant rendering services to the Trust and the
City under this Agreement.
10.14PERFORMANCE EVALUATION
Consultant is hereby advised that during the
performance of Work and Professional Services
under this Agreement, upon completion of the Project
and/or at any other time deemed appropriate by the
City a performance evaluation report may be
completed by the Trust or the City. The performance
evaluations will be kept in City files for use on future
solicitations.
10.15CONTINGENCY CLAUSE:
Funding for this Agreement is contingent on the
availability of funds and continued authorization
for program activities and the Agreement is
subject to amendment or termination due to lack
of funds, reduction of funds and/or change in
regulations, upon thirty (30) days notice.
10.16. NO THIRD -PARTY BENEFICIARY
No persons other than the Consultant and the City on
behalf of the Trust (and their successors and assigns)
shall have any rights whatsoever under this
Agreement.
B-30508
City's Initials.
Page 13
Consultant's Initi
PROFESSIONAL SERIVCES AGREEMENT
y IN WITNESS WHEREOF, the parties haveec ted this A of the day o�
year first above written. //m
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Print Name, Title
ATTEST:
Consultant Secretary
WITNESS/ATTEST
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Print Name, Title Print Name, Title of Authorized Officer or Official
nature
VOZIA,a '�• ((2 1 WS 1Ao,
Print Name, Title of Authorized Officer or Official
(Corporate Seal)
CONS LTANT, Huff + Gooden LLC,
Signature
/7/j4s v t,e-4r
ATTEST: , (Corporate Seal)
Consultant Secretary
ATTEST: City OF MIAMI, a municipal corporation of the
State of Florida
Priscilla Thompson, City Clerk Itfredro G. Hernandez, P.E. City Manager
ATTEST:
Virginia Key Beach Park Trust, a limited
agency and instrumentality of the City of Miami
Secretary of Trust Board David Shorter, Executive Director
APPROVED AS TO INSURANCE APPROVED AS TO LEGAL FORM AND
REQUIREMENTS: CORRECTNESS:
LeeAnn Brehm, Director
Risk Management Department
Julie O. Bru, City Attorney
B-30508
City's Initials:
Page 14
Consultant's Initia
PROFESSIONAL SERIVCES AGREEMENT
B 30508
City's Initials: Consultant's Initia
Page 15
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF CORPORATION)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a corporation organized and existing under
the laws of the State of , held on the day of , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the corporation to execute agreements and to undertake the
responsiblities and obligations upon the terms and conditions as set forth therein on behalf of
the corporation and providing that his/her execution thereof, attested by the secretary of the
corporation, shalt be the official act and deed of the corporation.
I further certify that said resolution remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20 .
Secretary:
Print:
CERTIFICATE OF AUTHORITY
(IF PARTNERSHIP)
I HEREBY CERTIFY that at a meeting of the Board of Directors of
, a partnership organized and existing under
the laws of the State of , held on the day of , a
resolution was duly passed and adopted authorizing (Name) as
(Title) of the partnership to execute agreements and to undertake the
responsiblities and obligations upon the terms and conditions as set forth therein on behalf of
the partnership and provides that his/her execution thereof, attested by a partner, shall be the
official act and deed of the partnership.
I further certify that said partnership agreement remains in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this , day of
20
Partner:
Print:
Names and addresses of partners:
Name Street Address City State Zip
B-30508
City's Initials:
Page 16
Consultant's Initial
PROFESSIONAL SERVICES AGREEMENT
CERTIFICATE OF AUTHORITY
(IF JOINT VENTURE)
Joint ventures must submit a joint venture agreement indicating that the person signing
this bid is authorized to sign bid documents on behalf of the joint venture. If there is no joint
venture agreement each member of the joint venture must sign the bid and submit the
appropriate Certificate of Authority (corporate, partnership, or individual).
CERTIFICATE OF AUTHORITY
(IF INDIVIDUAL)
I HEREBY CERTIFY that, I (Name) , individually and doing
business as (d/b/a) (If Applicable) have
executed and am bound by the terms of the Agreement and to undertake the responsiblities and
obligations upon the terms and conditions as set forth therein to which this attestation is
attached.
IN WITNESS WHEREOF, I have hereunto set my hand this day of , 20_
Signed:
Print:
NOTARIZATION
STATE OF )
SS:
COUNTY OF
The foregoing instrument was acknowledged before me this day of
20 , by , who is personally
known to me or who has produced as identification and who
(did / did not) take an oath.
SIGNATURE OF NOTARY PUBLIC
STATE OF FLORIDA
PRINTED, STAMPED OR TYPED
NAME OF NOTARY PUBLIC
B-30508
City's Initials
Page 17
Consultant's Initial