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AGREEMENT FOR PRE -CONSTRUCTION SERVICES

BETWEEN CITY OF MIAMI BEACH, FLORIDA,

AND D. STEPHENSON CONSTRUCTION INC., FOR CONSTRUCTION MANAGEMENT AT RISK SERVICES

PURSUANT TO RESOLUTION NO. 2011 -27794 ENTITLED " CONSTRUCTION MANAGEMENT AT RISK PRE -

CONSTRUCTION SERVICES FOR THE NORTH SHORE BANDSHELL PARK PROJECT ".

THIS AGREEMENT, made and entered into this ire

day of i4pri I ,

2012, by and between the

CITY OF MIAMI BEACH, a Florida municipal corporation whose address is 1700 Convention Center Drive, Miami

Beach, FI. 33139 ( hereinafter City), and D. Stephenson Construction, Inc., a Florida corporation whose address
is 6241 N. Dixie Highway, Fort Lauderdale, FI, 33334 ( hereinafter Construction Manager or CM).

WITNESSED:

WHEREAS, the City intends to renovate the North Shore Bandshell Park and desires to engage the
services of CM; and

WHEREAS, the CM desires to act as Construction Manager At -Risk to the City to provide the services as
set forth in this Agreement.

NOW THEREFORE, in consideration of the covenants and conditions herein contained, and other good

and valuable consideration, the sufficiency of which is hereby acknowledged, City and CM agree as follows:

ARTICLE I

DEFINITIONS

The following terms shall have the meanings specified below; any capitalized terms referred to herein and not
defined shall have the meanings set forth in the Agreement between City and Construction Manager:
1. 1

Architect/ Engineer or A /E:

The " Architect/ Engineer" or " A /E"

shall

mean that person

or firm

designated as the architect/engineer for the Project, or any portion thereof. Also referred to as the Consultant,
this entity has entered into a separate agreement with the City for design services for the Project, said Agreement
attached and incorporated as Exhibit VII hereto ( also referred to as the A/ E Agreement). For purposes of this
Agreement, the Architect/ Engineer of record for the Project is Borrelli + Partners, Inc., whose principal address is

2600, South Douglas Rd, Suite 801, Coral Gables, Florida, 33134.
1. 2 Bonds: The " Bonds" shall mean the Public Construction Payment Bond and the Public Construction

Performance and Guarantee Bond furnished by the CM as required by this Agreement.

1. 3 Bond Premium: The term " Bond Premium" shall mean the direct cost of the premium paid for the
Bond ( s).

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1. 4 Budget: The minimum amount established by tie CityAv3.his PrQjct, ar4 also referenced to herein
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as the " Construction Estimate ", and which has been established as $ 1, 000, 000.
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CM herein acknowledges that,

prior to execution of this Agreement; it has received the City' s written Budget for the Project.

1. 5 City or Owner:

The " City" or " Owner" shall mean the City of Miami Beach, a Florida municipal

corporation, having its principal offices at 1700 Convention Center Drive, Miami Beach, Florida, 33139, and may
also be referred to as the " Owner" in this Agreement. The City, as a governmental entity, is subject to the

availability of funds and annual appropriation of funds by its legislative body and other governmental authorities or
sources of revenue, in an amount to allow continuation of its performance under this Agreement.

In the event of

lack of funding for this Agreement, or the Project subject to this Agreement, this Agreement may be terminated by
the City pursuant to the procedures set forth in Subsection 6. 2.
1. 6 City Commission: " City Commission" shall mean the governing and legislative body of the City. The

City Commission shall be the final authority to do or to approve the following actions or conduct by passage of an
enabling resolution or amendment to this Agreement.

1. 6. 1 The City Commission shall be the body to consider, comment upon, or approve of any amendments
or modifications to this Agreement.

1. 6. 2 The City Commission shall be the body to consider, comment upon, or approve any assignment,

sale, transfer or subletting of this Agreement or any interest therein, or any subcontracts made pursuant to this

Agreement. Assignment and transfer shall be defined to include sale of the majority of the stock of a corporation.
1. 6. 3 All City Commission approvals and authorizations shall be expressed by passage of an appropriate

enabling resolution and, as determined by the City if applicable or required, by the execution of an appropriate
amendment to this Agreement.

1. 6. 4 The City Commission shall approve or consider all contract amendments which exceed the sum of

Twenty -Five Thousand Dollars and 00/ 100 ($ 25, 000. 00), or such other amount as may be specified by the City of

Miami Beach Code in its Procurement Ordinance, as same may be amended from time to time.
1. 7 City Manager: The " City Manager" shall mean the Chief Administrative Officer of the City. The City

Manager shall be construed to include any duly authorized designees, including, a Program Coordinator, and
shall serve as the City' s representative to whom administrative requests for approval shall be made and who shall
issue authorizations exclusive of those authorizations reserved to the City Commission, to the CM.
authorizations

shall

include,

without

limitation:

reviewing,

approving,

These

or otherwise commenting upon the

schedules, plans, reports, estimates, contracts and other documents submitted to the City by the CM pursuant to

the Scope of Services set forth in this Agreement, as same may be amended from time to time.
1. 7. 1 The City Manager shall decide, in his professional discretion, matters arising pursuant to this
Agreement, which are not otherwise expressly provided for in this Agreement, and he shall attempt to render

administrative decisions promptly to avoid unreasonable delay in the progress of the CM' s work.
1. 7. 2

The City Manager shall additionally be authorized, but not required, upon written request of the

CM, to reallocate monies already budgeted toward payment of the CM; provided, however, that he cannot
increase the CM' s compensation or other budgets established by this Agreement.
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1. 7. 3 The City Manager, in his administrative cYiocrettion,

enumerated herein.

1. 7. 4 The City Manager or his designee shall be the representative, on behalf of the City authorized to
issue a Notice to Proceed.

1. 7. 5 The City Manager may approve contract amendments which shall not exceed the sum of Twenty Five Thousand Dollars and 00/ 100 ($ 25, 000. 00),

or such other amount as may be specified by the City of Miami

Beach Code, in its Procurement Ordinance, as same may be amended from time to time.
1. 7. 6 The City Manager may, in his sole discretion, form a committee or committees, or inquire of or
consult with persons for the purpose of receiving advice and recommendations relating to the exercise of his
powers, duties and responsibilities under this Agreement.
1. 8

CM

Principal:

The " CM

Principal"

shall be the person designated by the CM as its senior

representative to the City. The CM Principal shall perform those duties required in this Agreement and shall have

the authority to commit and obligate the CM, and to fully act for the CM in all maters.
1. 9 Claim: A " Claim" is a demand, assertion, dispute or other such claim by one of the parties hereto

arising out of or based upon the terms and conditions of the Contract Documents.
1. 10 Contract Amendment or Change Orders: "A Contract Amendment" or " Change Order" shall mean

a written order to the CM approved by the City, as specified in this Agreement, and signed by the City' s duly

authorized representative, authorizing a change in the Project or the method and manner of performance thereof,
or an adjustment in the fees or completion dates, as applicable, and executed by the City, CM and the A/ E.

Contract Amendments and /or Change Orders affecting changes to the Work shall be countersigned by the CM
and the A/ E.

Contract Amendments and /or Change Orders shall be approved by the City Commission if they

exceed Twenty -Five Thousand Dollars and 00/ 100 ($ 25, 000. 00), or by the City Manager if they are Twenty -Five
Thousand Dollars and 00/ 100 ($

25, 000. 00) or less in amount ( or such other amount as may be specified by the

City of Miami Beach Code, in its Procurement Ordinance, as same may be amended from time to time).

Even for

Contract Amendments and /or Change Orders for less than Twenty -Five Thousand Dollars and 00/ 100

25, 000. 00) the City Manager shall retain the right to seek and obtain concurrence of the City Commission for
approval of any such Contract Amendments and /or Change Orders
1. 11 Construction Change Directive: The term " Construction Change Directive" shall mean a written

directive to effect changes to the Work, prepared by the A/ E and executed by the City.
1. 12 Construction Estimate: The term " Construction Estimate" shall mean a cost estimate for the

completion of the entire Scope of Work for the Project, which estimate shall include all components of the Cost of
the Work, as well as the Construction Fee for the Project.

This estimate is initially established as $

1, 000, 000,

which is the sum budgeted by the City for the construction cost for the Project (the Budget).
1. 13 Construction Manager ( CM): The firm of D. Stephenson Construction, Inc. whose principal

address is 6241 N. Dixie Highway, Fort Lauderdale, FI, 33334 as selected by the City pursuant to Resolution
No. 2011 -27794, to provide Construction Management At -Risk services for this Project. Acceptance of the GMP

by the City shall result in the CM functioning from -tliGt point fcnNard as <a Gensral Contractor under the terms and
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acceptance.

1. 14. 1 ( Intentionally Omitted)

1. 14. 2 The CM shall be liable for its services, responsibilities and liabilities under this Agreement, as well

as the services, responsibilities and liabilities of any subconsultants, and any other person or entity acting under
the direction or control of the CM.

When the term " CM" or " Construction Manager" is used in this Agreement, it

shall be deemed to include any subconsultants and any other person or entity acting under the direction or control

of CM. Any subconsultants retained by CM pursuant to this Agreement and the Project, must receive the prior
written approval of the City.
1. 15 ( Intentionally Omitted)
1. 16

Construction

Phase

term " Construction

The

Services:

Phase

Services"

shall

mean

and

anticipates, in a subsequent amendment to this Agreement, and further, in the event the City approves the GMP,

the services to be performed by or through the CM during the Construction Phase of the Project, including,
without limitation, the Work for the Project, and such other services as called for by this Agreement and any

amendments hereto, or reasonably inferred there from.

1. 17 Construction Schedule: The term " Construction Schedule" shall mean a critical path schedule or

other construction schedule, as defined and required by the Contract Documents.

1. 18 Construction Team: The term " Construction Team" shall mean the construction team consisting of

representatives of the City, CM, and the A/ E.

1. 19 Contingency: The term " Contingency" shall mean a line item contingency amount contained in the

Schedule of Values for the Project, which contingency amount, if accepted by the City, shall be included within the
GMP for the Project, and shall accordingly be referenced in the [ GMP] Amendment to this Agreement. Pursuant
to said Amendment, the Contingency shall be used as a source of funds for the costs reasonably and necessarily
incurred and paid by the CM.

The Contingency shall be in an amount which the CM believes, in its best judgment, is reasonable to cover
construction related costs which were not specifically foreseeable or quantifiable as of the date the Guaranteed
Maximum Price was established, including but not limited to the following: correction of minor defects or

omissions in the Work not caused by the CM' s negligence; cost overruns due to the default of any subcontractor

or supplier; minor changes caused by unforeseen or concealed site conditions; and minor changes in the Work

not involving adjustment in the Guaranteed Maximum Price or extension of the completion date and not
inconsistent with the approved final plans and specifications.

1. 19. 1: Draws may be charged against the Contingency only with the City' s written consent, which shall

not be unreasonably withheld or delayed. The Contingency excludes, and shall not be used for, costs incurred to
demobilize and remobilize due to suspensions ordered by the Owner, or for the Owner requested Changes to the
Work, all of which are to be treated only by Change Order.
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1. 19. 2: Upon making a draw against the Contingency, the CM shall increase the relevant budgeted line

items by the amount of the draw, and decrease the respective contingency line item accordingly. The

CM

shall

maintain records satisfactory to the City to document each draw against each Contingency.
1. 19. 3: To the extent that any portion of the Contingency remains unallocated on the date of Final

Completion and after the issuance of final payment for the Project, which remaining portion of the Contingency
shall accrue to the benefit of the City.

1. 20 Contract: The term " Contract" means the contract formed by all of the Contract Documents,
including this Agreement and any amendments hereto.
1. 21

Contract

Documents:

The " Contract

Documents" include

Resolution

No.

2011 -27794

this

Agreement, and all attachments, exhibits, and amendments thereto including, without limitation, the A/ E

Agreement, attached as Exhibit VII hereto; and such other documentation as may be listed as an attachment
and /or an exhibit to this Agreement. Upon execution of the GMP Amendment, the Contract Documents shall be

expanded to include, in addition to those items listed above, those documents identified by the GMP Amendment
and the attachments and exhibits thereto.

1. 22 Contract Time: The time period defined within this Agreement for the CM to submit the GMP.

1. 23 Drawings: The " Drawings" shall refer to the graphic and pictorial provisions of the Work identified as
the Drawings in the GMP Amendment; Change Order, or Construction Change Directive issued and executed in

accordance with the Agreement, including without limitation, all notes schedule and legends on such Drawings.
1. 24 General: Except as defined herein, or as otherwise defined in the Contract Documents, words which

have well -known technical meanings or otherwise have accepted construction industry meanings are used in the
Contract Documents in accordance with such well -known or accepted meanings.

1. 25 General Contractor: The term " General Contractor" shall refer to the CM after acceptance by the
City of the GMP Amendment. The CM shall be duly licensed as a General Contractor pursuant to Chapter 489,
Florida Statutes.

1. 26 Guaranteed Maximum Price: The term " Guaranteed Maximum Price" or " GMP" shall mean the sum

certain set forth in the GMP Amendment as the Project price that the CM guarantees not to exceed for the Project

for all services within the Agreement, as same shall be amended upon acceptance of the GMP by the City, but
which shall not include the Preconstruction Services Fee.

1. 27 GMP Amendment: The term " GMP Amendment" shall mean the GMP Proposal for the Project, if

any, accepted by the City, in its sole discretion, in substantially the same form as attached as Exhibit " I ", (

or a

phased portion thereof) hereto, which Amendment shall automatically become a part hereof upon the City' s and

CM' s execution of the same and shall establish, among other things, the GMP, the names of the CM' s on site management and supervisory personnel for the Project; and the Contract Time for the Project.
1. 28 GMP Proposal: The term " GMP

rppo al" shall moan a proposal for completing the Project, which
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proposal shall include the proposed GuaranteNd Maximum price ,fo

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construction of the Project, as provided

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by the CM and accepted by the City based upon the Drawings and Specifications; the Contract Documents; and
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the Memorandum of Changes. The City has no obligation to accept the GMP Proposal regardless of the amount
or its relationship to estimates provided.

1. 29 Laws: The term " Laws" shall include all Federal, State, County and local laws, statutes, regulations,

ordinances, rules and building codes applicable to the Project, including, without limitation, orders of any public
authority having jurisdiction over the Project, building, labor, safety, licensing or environmental laws and local

building codes, building standards and trade practices affecting the Project, as same may be amended from time
to time.

1. 30 Memorandum of Changes: The term " Memorandum of Changes" shall mean a written summary of
the CM' s recommended modifications to the Drawings and Specifications relating to the Project based on an

evaluation of the Project requirements; on and off -site development; survey requirements; and Project budget
requirements; and a review of the design documents; and the Drawings and Specifications; and the Contract
Documents.

1. 31 30% - Schematic Design Documents: The term " 30 %-Schematic Design Documents" shall mean

Drawings and other documents illustrating the scale and relationship of the Project components, and as further
defined by the A/ E Agreement. CM' s knowledge of and coordination with said Agreement is required as part of
the delivery of CM' s services pursuant to this Agreement and the GMP Amendment.
1. 32 50% - Design Development Documents: The term " 50 %-Design Development Documents" shall
mean the Drawings and Specifications and other documents which fix and describe the size and character of the
entire

Project as to architectural, structural, mechanical

and

electrical

systems,

elements, as may be appropriate, and as further defined by the A/ E Agreement.

materials and

such other

CM' s knowledge of and

coordination with said Agreement is required as part of the delivery of CM' s services pursuant to this Agreement
and the GMP Amendment.

1. 33 100% -

Construction Documents: The term " 100% -

Construction Documents" shall mean the

Drawings and Specifications setting forth in detail the requirements of the construction of the Project, and as
further defined by the NE Agreement. CM' s knowledge of and coordination with said Agreement is required as
part of the delivery of CM' s services pursuant to this Agreement and the GMP Amendment.
1. 34 Preconstruction Services Fee:

The term " Preconstruction Services Fee" shall mean the fixed

fee for the CM' s services contemplated in this Agreement, in the amount of $ 14, 340, which fee includes all direct

and indirect costs incurred by the CM in the proper performance of the Pre -Construction Phase Services
contemplated under this Agreement.
1. 35 Preconstruction Phase Services: The term " Preconstruction

Phase Services" shall mean the

services which the CM shall perform in reviewing the design and for the bid and award phases of the Agreement,

and culminates with exercise by the City of one of the City' s options regarding the GMP Proposal.
1. 36

Project:

The

term " Project ",

shall mean that certain City construction project referenced in

Resolution No 2011 -27794 involving the renov& ion of the

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Bandshell Park.
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1. 37 Schedule of Values: The term " SchedLlc of Values ,shallnean_the schedule of values, setting forth

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the detailed cost breakdown, including labor, materials and taxes, of the GMP set forth in the applicable GMP
Proposal, the sum of which shall not exceed the GMP.

1. 38 Scope of the Work: The term " Scope of the Work" shall mean all services, labor, materials

equipment, operations and construction management services that are indicated in, or reasonably inferable from
the Contract Documents.

1. 39 Specifications: The " Specifications" consist of any and all written requirements for materials,
equipment, construction systems, standards and workmanship for the Work which are identified as the
Specifications in the GMP Amendment, Contract Amendment( s), or Construction Change Directive( s) issued and
executed in accordance with the Agreement.
1. 40 Subconsultants:

1. 40. 1 A " Subconsultant" is a person or entity which has a direct contract with the CM to perform or
supply a portion of the Work and the term includes such Subconsultant' s authorized representatives.

CM shall

obtain prior written approval of the City prior to changing or modifying the subconsultants and other professional
associates.

Any such services performed by any Subconsultants shall be passed through to City without

additional charge by the CM. All such work shall be itemized on invoices from such Subconsultants, showing
work performed and charges incurred.

1. 40. 2 The CM represents to the City that it has made and will make reasonable investigation of all

Subconsultants to be utilized in the performance of work /services under this Agreement to determine that they
possess the skill, knowledge and experience necessary to enable them to perform the work /services required.

Nothing in this Agreement shall relieve the CM of its prime and sole responsibility for the performance of any of
the work /services under this Agreement.

1. 40. 3 All rates, multipliers and any other fees charged by any Subconsultants shall be not more than
those rates, multipliers and other fees in any contracts that any such Subconsultants may have either with the

City directly or as a Subconsultant under some other City agreement or more than what is typically charged in the
industry.
1. 40. 4 CM shall bind each and every approved Subconsultant to the terms stated in this Section and shall
require the proper licensing of such Subconsultants.

1. 40. 5 If any of the services outlined in this Agreement are furnished by CM by obtaining the services of
Subconsultants, CM shall provide City with proposals and contracts between the Subconsultants and CM

outlining the services to be performed and the charges for same, together with any other documentation required
by City.
1. 41

Substantial

Completion:

The

term " Substantial

Completion"

is

as

defined

in

the

Contract

Documents, as same may be amended.

1. 42 Substantial Completion Date: The " Substantial Completion Date" shall mean the date which the
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A/ E certifies to the City by means of a certii- to Hof Substant t Completion as the date when the CM has
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achieved completion of the Project ( or any phase rereof),

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n accordance Uwith the General Conditions of the

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Contract Documents and applicable laws and the City of Miami Beach Building Department issues a
Certificate of Occupancy ( CO) or Certificate of Completion (

CC) for the Project. Notwithstanding the

preceding, if a situation arises beyond the control of the CM, and the issuance of a Certificate of Temporary

Occupancy ( TCO) is granted by the Building Department, then the City may deem at its sole and reasonable

discretion that the Project (or any phase thereof) has been Substantially Completed.
1. 43 Substitutions: If a certain brand of materials, products, equipment or system, is specified in the

Construction Documents, it is required for the purpose of establishing a level of quality desired or purpose
designated. Should CM find it necessary or desirable to use a materials, products, equipment or system other
than that specified, the CM shall secure from the City, through NE, written approval for the use of the alternate

materials, products, equipment or system. The CM shall make such request, in writing, not later than forty -five
45) days after the award of the Contract and before ordering any materials, products, equipment or system

requiring approval. The City is not obligated to consider Requests for Substitution or resubmittal of previously
rejected substitutions after forty -five ( 45) days of Contract award. The City is not obligated to approve Requests
for Substitutions and has the discretion to require CM to provide the materials, products, equipment or systems as

specified in the Construction Documents. In no case shall the CM be entitled to additional time and /or money
arising out of City's failure to approve Requests for Substitutions.
1. 43. 1 Requests for Substitutions shall be submitted as follows:

a): Submit five ( 5) copies of the Request to A/ E.

b): Describe in detail ( complete with test reports, catalogs, brochures and black or blue line prints
of drawings) the material, equipment, product or system and changes or adjustments to other

Work affected. Submit samples when requested. CM is responsible for denoting all instances
wherein the proposed substitution differs from the item specified.
c): include " cost breakdown" of item specified and of proposed substitute for which request is
made.

Include costs of adjustments to other Work affected. Include any variation in operating,

maintenance or replacement costs, and length of time product has been available on the
domestic market.

d): State amount deducted or added to Contract amount or state

no change" in Contract amount.

The City' s decision on approval or rejection of a Request for Substitution will be final. Approval or

rejection of a request will be based in part on A /E's opinion as to adaptability, durability, quality, aesthetics,

contract amount change, life cycle functions or other considerations the City determines appropriate as compared
to the specified or noted item( s).

Should the City, during the course of the Work, find it necessary or desirable to use a material,

equipment, product or system other than specified, the City shall notify CM, in writing. Should CM accept the

proposal without a change in Contract price or tirrte, lit;shall b,; corsidered, an,C approved
substitute.
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If A/ E requests a sample of a specified gnaiLerial, pkidtict, elerrien ; or!;work or approved substitute, CM

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shall provide same. If the sample is approved, all subsequent materials used in the Work shall be equal in every
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respect to the sample. If the sample is not approved, the CM shall provide an acceptable sample.

1. 44 Taxes: The term " Taxes" shall mean all taxes related to the performance of the Work or any portion

thereof, including but not limited to, all sales, consumer, use, occupational, excise, social security, unemployment
compensation and similar taxes.

1. 45 Work: The term " Work" means all supervision, labor materials and equipment required by the
Contract Documents to be provided by or through the CM for the entire Project and all other services necessary to
fulfill the CM' s obligations hereunder to perform the Scope of the Work, including, as the context may require, any

portion of the Work with respect to the Project. The uncapitalized term work is used in its ordinary sense.
1. 46 Proposal Documents: ( Intentionally

Omitted).

1. 47 Force Majeure: "Force Majeure" shall mean any delay occasioned by superior or irresistible force( s)
occasioned by violence in nature without the interference of human agency such as hurricanes, tornados, flood
and loss caused by fire and other similar unavoidable casualties; changes in federal law, state or local laws,
ordinances, codes or regulations, enacted after the date of this Agreement and having a substantial impact on the

Project; other causes beyond the parties control; or by any other such causes which the City and the CM decide

in writing justify the delay. Provided, however, that market conditions, labor conditions, construction industry price
trends, and similar matters which normally impact on the bidding process shall not be considered a Force
Majeure.

1. 48 Value Engineering: Value Engineering is a project evaluation technique used during the design

phase which seeks to reduce costs and /or increase value by analyzing the functional requirements of a project's
materials,

methods,

components

and

subsystems

consistent

with

specified

performance,

reliability,

maintainability, aesthetic, safety, and security criteria to ensure that it provides the best use of available project
funds.
ARTICLE 1I

RELATIONSHIP OF CITY AND CONSTRUCTION MANAGER

2. 1

The CM accepts the relationship of trust and confidence established between it and the City by

this Agreement. The CM represents that it will furnish its best skill and judgment in performing the CM' s services

and the Work, and shall always act to further the interest of the City in the expeditious completion of the Project,
at the lowest responsible cost to the City, and in strict accordance with the Contract Documents and prudent and
customary construction practices.

2. 2 By signing this Agreement, the CM accepts a fiduciary duty with the City and warrants and represents
to the City that the CM:

a): has all licenses and certifications required by applicable law to perform the CM' s services and the
Work;
b):

is experienced in all aspects of preconstruction and construction planning for projects similar to

the Project;
c):

will act in the City's highest and beStintergst in erforming the,Cl ' c services and the Work; and
that no employee or affiliate of the CM, including a:l subconsu tants,o subcontractors and suppliers, at
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any tier, has been convicted of a public entity crime, pursuant to Section 287. 133,

Florida

Statutes,

within

the

preceding thirty -six ( 36) months from the date of execution of this Agreement.

The CM acknowledges and agrees that the City is relying on these representations and covenants as a material
inducement to enter into this Agreement.

ARTICLE III

THE CONSTRUCTION MANAGER SERVICES

3. 1 GMP Amendment: The parties are entering into this Agreement before Contract Documents are
sufficiently complete to establish the GMP; therefore, it is anticipated that one or more GMP Amendments will be

executed to establish the GMP and incorporate subsequent documents that fully describe the scope of the Work
included in the GMP. Each such Contract Amendment and additional Contract Documents shall become a part of

this Agreement as if fully set forth herein. Following the issuance of the initial Notice to Proceed from the City, the
GMP for the Project must be established no later than October, 2012, ( see Attached Project Schedule in Exhibit
II); otherwise this Agreement shall terminate pursuant to Article VI herein.
3. 2

The services of the CM shall include, but are not limited to, those described or specified herein.

The services described herein shall not be deemed to constitute a comprehensive specification having the effect
of excluding services not specifically mentioned.

The CM' s services shall include, without limitation, all of the

Preconstruction Services set forth in this Agreement and, upon approval by the City of the GMP, and as
contemplated in the GMP Amendment ( or Amendments), and such other amendment(s) as necessary to fix and
describe the parties' respective rights and responsibilities with respect to the Work and the Project, all of the

Construction Services required to complete the Work in strict accordance with the Contract Documents, and to

deliver the Project to the City at or below the GMP, when established, and within the Contract time.
3. 3

Pre -Construction Services

3. 3. 1 Generally: The CM shall review Project requirements, existing on -site and off -site development,
surveys and preliminary budget, and make recommendations to the City for revisions.

The CM shall prepare a

preliminary Project Schedule in accordance with the Contract Documents and in coordination with the City and
the A/ E, identifying all phases, critical path activities, and critical duties of each of the Project team members. The

CM shall, at each remaining design phase ( 50 %, 90%

and 100% Construction Documents), review the plans and

advise the City and the A/ E regarding the constructability of the design, and of any errors, omissions, or conflicts it
discovers.

The CM shall prepare an outline of proposed bid packages and detailed cost estimates, and advise

the City regarding trends in the construction and labor markets that may affect the price or schedule of the
Project. The CM shall attend all Project related meetings. The CM' s Preconstruction Services shall be provided,

and the City shall compensate CM for such services, based upon a fixed fee, in the amount of $

representing the CM' s total fee.

14, 340,

At the conclusion of the Preconstruction Services, the CM shall, without

t /;hat th,.e, oIarie, speai icafions, and other Contract Documents

assuming the duties of the A/ E, warrant to th&

are consistent, practical, feasible and constructible, and `thatthe Project is constructible within the Contract Time
J

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ARTICLE IV

DUTIES AND RESPONSIBILITIES

The CM shall perform the following responsibilities and duties:

4. 1 All CM procedures, recommendations, documentation, record retention, etc. must conform to the

Project requirements including applicable sections of the City' s procedures, AE' s procedural manual; master
specifications; general conditions of the Construction Agreement; ( and other) applicable codes, regulations and

procedures that may be required at the State, County, City or any agency, utility or similar governmental entity.
4. 1. 1 Develop, for City approval and for full compliance by CM, of a Project specific procedures manual

detailing the entire Project process, including at minimum the following:

a)

Exhibit

I(

GMP

Amendment);

Exhibit

II (

Schedule);

Exhibit

III ( Declaration);

Exhibit IV ( Sworn Statement F. S. 287. 133( 3)( a) on Public Entity Crimes;

Exhibit

V ( Questionnaire); Exhibit VI ( Insurance Checklist); Exhibit VII ( NE Agreement);

Exhibit VIII ( General Conditions of the Construction Contract); Exhibit IX ( Best

Value

Amendment);

Exhibit X ( Qualification

Submittal

Documents); and

this

Agreement.

b)

Construction

coordination,

scheduling,

communication

procedures among the CM, the A/ E, subcontractor( s),

and

documentation

subconsultant( s),

and

other departments or organizations who require coordination with and /or input
into the Work.
c)

Project reports ( monthly).

d)

Request for Information.

e)

Contract Amendment( s) process.

f)

Shop Drawing submittal.

g)

Project closeout.

Said procedures manual to be presented no later than with first application for payment.

4.2 Coordination and Scheduling

4.2. 1 Coordination with AIE: CM shall maintain an ongoing working relationship with the A/E. However,
nothing in this Agreement shall be construed to mean that the CM assumes any of the responsibilities or duties of
the NE.

The CM shall be solely responsible for construction means, methods, techniques, sequence and

procedures used in the construction of the Project and for the safety of its personnel, property, and its operations
for performing in accordance with the CM' s Agreement with the City. The A/ E is responsible for the requirements
of the Project, as indicated in the Agreement between the City and the A/ E. The CM' s services shall be rendered
compatibly and in cooperation with the A/ E' s services to the City. It is not intended that the services of the NE
and the CM be competitive or duplicative, but rather be complimentary.

4.2. 2 Scheduling: The CM shall meet immediately upon execution of this Agreement with the A/ E and
City representatives to review the A/ E Agreenierq (+ 1`6I) and, th`e Nrojeri:,,aF `referenced in Schedule D of the A/ E
U

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Agreement. The CM shall ensure that the partios joinJly revie: f, sncdity as necessary, and agree to a single design

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11

schedule, to be called the revised most current schedule to the NE Agreement. This schedule shall be submitted

to the City within fourteen ( 14) days of execution of this Agreement. Should the parties not be able to reach final
agreement on a revised schedule for purposes of the Project, which include( s) a schedule for all CM services,

which the CM believes to be fair, reasonable, and in the best interest of the Project. The City shall then determine
what schedule is to be utilized, and the City' s decision with regard to same shall be final, and binding upon the
parties.

4. 3 Design Phase

4. 3. 1

Review

of

Design

Documents:

The

CM

shall

review the

design

documents

and

make

recommendations to the City and to the A/ E as to constructability, cost, sequencing, scheduling, and the time of
construction, as to clarity, consistency and coordination of documentation. The recommendations resulting from

such review will be provided to the City and A/ E in writing and as notations on the design documents. This review
and the accompanying writing notations shall be submitted with the documents for review by the City at each
Phase of design review as noted in the NE Agreement ( Exhibit VII).

4.3. 2 Responsibility: The CM, as a result of the above -noted review of the design documents and
recommendations provided to the City, shall utilize its best efforts to assure the coordination of drawings with the
written

specifications.

This includes but is not limited to, the CM' s review of the construction documents in

coordination of the drawings and specifications themselves, with the existing buildings and sites to ensure proper

coordination and constructability and lack of conflict, and to minimize unforeseen conditions.

The CM shall,

during this phase, be responsible for the proper identification and location of all utilities, services, and other
underground facilities which may impact the Project. The CM specifically agrees that no Contract Amendments
shall be requested by the CM or considered by the City for reasons involving conflicts in the documents,

questions of clarity with regard to documents, incompatibility, or conflicts between the documents and laws, the
existing conditions, utilities, and unforeseen underground conditions.
4.3. 3

Preliminary Scheduling: The CM will submit to the NE for comment, and to the City for

approval, a proposed schedule for the Project at the time the Phase III- 100% Construction Documents are to be

submitted to the City for review.

That schedule shall include such bid and construction activities as well as

reasonably outline the approach the CM intends to take for the Project. This requirement is in addition to any

other scheduling requirements which may be contained in the contract documents and shall be compatible with
same. The CM shall include in the above -noted schedule a proposed construction sequencing plan for the Work.
4. 3. 4

Estimating and Cost Control: The CM shall prepare detailed cost estimates and updates

throughout the design phase leading up to the bidding phase of the Project. The CM shall submit same with the
submittal of each phase of design review in accordance with the most current Schedule D of the NE Agreement

and at such other times as it may be requested by the City. The estimates by the CM shall show the estimated
amount of the GMP.

They shall be in such detail as the City may require, and shall not exceed the Budget of

1, 000, 000 ( Budget).

a)

Should the CM

esimated 3M`P; exce.6c1 the, Budget, the CM shall include with

said estimate wwitten. suggetions tors brinbirt

the Project within Budget.

The

12

City, at its sole option, may adjust the Budget or it may direct the CM to
coordinate with the NE to reduce the estimated cost of the Project through Value

Engineering, re- design by the A/ E, re- estimating, obtaining additional pricing,

scope reduction and /or other at no cost to the City; or it may choose to continue
under subparagraph ( b) below.

b)

The City shall determine, after receipt and review of each estimate, whether the

CM shall continue to perform the services of the Agreement without requiring

adjustment of the most current CM- estimated GMP.

The City may, at its sole

option, determine to proceed with the Project without Budget adjustment or any
other change to the Project. This shall in no way obligate the City to accept the
CM' s GMP Proposal whether or not it is within the estimate or whether or not it is

within the Budget. The City in this and all cases may reject the GMP at its sole
discretion, and proceed to exercise its options as identified in this Agreement.
c)

The CM and NE shall advise the City immediately when the NE or CM estimate
exceeds the Budget.

4.3. 5 General Coordination: The CM shall coordinate with and include activities in both the schedule
referred to in this Section and other schedules required in the Contract Documents the work of consultants,

testing labs, and other consultants employed by the City as well as the reviews required by the City and other
agencies and the A/ E.

4.3. 6 Permits and Fees: The CM will be responsible for coordinating with the A/ E the submittal of all

required documents for permits including without limitation, any required revisions and re- submittals necessary to
obtain a permit from the City of Miami Beach Building Department. CM shall be responsible for obtaining any and

all permits and paying any and all related fees for the Work. The City shall not pay the CM any additional sums
beyond the Preconstruction Services Fee and the GMP for these services.

Fees for building permits issued by

the City of Miami Beach shall be waived. Fees for other permits shall be the responsibility of the CM.
4. 3. 7 (
4. 3. 8

Intentionally Omitted)

Memorandum of Changes: The CM shall submit to the City the CM' s Memorandum of Changes

in sufficient time and as scheduled so it may be reviewed by the A/ E and the City against the Contract Documents
and any corrections, modifications, additions, or changes be incorporated prior to commencing the Bid and Award
Phase.

The Memorandum of Changes shall include a summary of all recommendations made by the CM in

fulfilling the CM' s duties with regard to the Contract Documents. The CM shall identify any recommendations not

incorporated into the documents. The City shall either direct that same be incorporated or explain in writing why
the recommendation is rejected.
4. 4 Bid and Award Phase
4. 4. 1 Prequalification: The CM shall prepare a subcontractor's prequalification plan in compliance with

the requirements currently determined by the City. The C M= ehall submit' t6

` the Oiy `hE CM' s list of pre- approved

subcontractors for each element of the Work to be subo.potra ed by the, C M- . This I; st -shall be developed by the

13

execution by the CM of the subcontractor' s prequalification plan noted above. The City reserves the right to reject

any subcontractor proposed for any bid to be considered by the CM. Any claims, objections or disputes arising
out of the prequalification plan or list are the responsibility of the CM. The CM shall hold harmless, indemnify, and
defend the City, its officers, employees, and agents, in any matter arising out of the prequalification plan and /or
the subcontractor' s list, except where the sole cause of the matter is a City directed decision.
4. 4. 2 Scope of Work - The CM shall receive subcontract proposals which, when combined with the work

the CM intends to do with its own forces, shall represent the entirety of the Scope of Work required of this
Agreement.

4. 4. 3 Pre -Bid Conferences: The CM shall schedule and conduct pre -bid conferences for subcontractors

and the City to ensure the availability of such subcontractors, material suppliers, etc. for this pre -bid conference.
The CM shall be solely responsible for the content of the pre -bid conference.

4.4.4 Subcontract Bidding: The CM shall schedule, in coordination with the NE and the City, the
acceptance, review and award of the bids to qualified responsive and responsible subcontractors. Said bids from

subcontractors shall be in writing and shall be opened and reviewed with the NE and the City prior to award by
the CM.
4. 5 The Guaranteed Maximum Price
4. 5. 1

Calculation /Negotiation

of the

Guaranteed

Maximum

Price:

After taking, reviewing and

identifying the lowest acceptable bids from responsive and responsible subcontractors, the CM shall propose to
the City, a Guaranteed Maximum Price, which shall be the sum of the proposed subcontracts and the CM' s

General Conditions ( including any fee, profit, overhead and all like amounts) and the agreed upon Contingency.
The Guaranteed Maximum Price shall be the full and complete amount for which the CM agrees to go forward
from the receipt of subcontract bids to the full completion of the Project.

4.5. 2 Acceptance of GMP: Upon acceptance and execution of the GMP Proposal by the City, the CM
shall enter into subcontract agreements with the subcontractors selected for the amounts included in the GMP

Proposal for that subcontract work, and shall function as a General Contractor and comply with the Contract

Documents accordingly with regard to the Project as well as a CM with regard to other services required by the
Contract Documents.

4. 6 Time of Performance

4.6. 1 Conformance with Approved Schedule: The CM shall perform all the duties required by this

Agreement in such a way and time as to conform to the most current Schedule " D" of the NE Agreement.

4. 6. 2 Review and Acceptance of Schedule: In executing the Agreement, the CM acknowledges

specifically that the CM has reviewed the most current Schedule " D" of the A/ E Agreement, has given any

necessary input to the City regarding any need to modify that schedule to accommodate the CM at Risk process,
and shall not be entitled to additional time or money in order to conform the CM services to that schedule.

4.6. 3 Preparation and Delivery of the CM at Risk Schedule: W'thin tourtoen ( 14) days of the effective
date of this Agreement, the CM shall present to the City

scheduI &,

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14

requirements showing the start and completion of design phase activities to be performed by the CM.

This

schedule shall be in conformance with the most current Schedule " D" of the NE Agreement.

4.7 PAYMENT BREAKDOWN

PRE- CONSTRUCTION SERVICES

1.

Design Review, Constructability & Value Engineering

2, 685

2. Review of On -site & Off -site Conditions

3. Cost Estimating &

635

Cost Controls

1, 555

4. Scheduling

425

5. Bidding ( GMP Submittal & Negotiations)

4, 540

6. e- Builder License

1, 000

7. Contingency

3, 500

8.

14, 340

TOTAL PRE -CONSTRUCTION SERVICES FEE

4. 7. 1 Application for Payment Submittal: The CM shall submit monthly an application for payment for

the proportional amount of the Preconstruction Services Fee which shall be determined by dividing the
Preconstruction Services Fee by the number of months from the effective date of this Agreement until the

scheduled submittal of the GMP proposal by the CM.

Delays to the schedule shall result in re- calculation of the

monthly application amount by dividing the amount of Preconstruction Services Fee remaining by the number of
months currently remaining until the first submittal of GMP Proposal.

4.7. 2 Time Extensions: In the event the performance of the CM is delayed by reasons outside the CM' s

control, the CM shall request in writing an extension of time for the contract requirements of this Agreement. Said
request for extension shall include a proposed revised schedule, and documentation as to the cause of the delay.
The CM' s sole remedy for delays which impact the time of performance of this Agreement shall be a time
extension.

No damages for delay shall accrue to the benefit of the CM as a result of any delays to the

performance of this Agreement.

Specifically, the CM agrees that the failure of the NE to maintain the design
cuu

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schedule shall be non -compensable to the CM and CM' ssoleremec`jyshalrbe a,

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4.7. 3 Extra Services: Should the CM be requested er required `by the

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extri ion of time.

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to, provide services which the

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15

CM believes are outside and /or in addition to the scope of this Agreement, the CM shall within five ( 5) days of

being requested to perform such services, notify the City in writing of the CM' s opinion that they are extra services
to this Agreement, the reason the CM believes they are outside the scope of this Agreement, and the proposed

costs, and time impact, if any, for the performance of same. The City may direct the CM to proceed with such
services pending a final determination as to the compensation. In such case, the CM' s right to consideration shall
not be waived by proceeding as directed.
4.8 City' s Right to Require Documentation and Audit

The City may, as deemed necessary, require from the CM support and /or documentation for any submission.

Upon execution of the Agreement, the CM agrees that the City shall have unrestricted access during normal
working hours to all CM' s records relating to this Project including hard copy as well as electronic records for a
period of three years after final completion.
ARTICLE V
GMP PROPOSAL AND ACCEPTANCE /REJECTION

5. 1

Subcontract Bids: The CM shall open subcontract bids from the pre- approved list of potential

subcontractors at a time and place scheduled with the City's Project Coordinator and such other City
Representatives in attendance.

The CM shall provide a summation and analysis of the apparent low subcontract bids including the identity of any
Such identification and proposal of

apparent low subcontract bidders which the CM does not wish to employ.
non -utilization by the CM shall require specific written reason for same.

5. 2 CM Fee, Profit, General Conditions, Contingency: The CM shall propose the amount to be

included in the GMP for its General Conditions costs and the Contingency, as defined herein. The CM' s General
Conditions shall be a line item included in the Project' s schedule of values and is to be paid on a monthly basis

according to the percentage complete of the Project.

5. 3 GMP Proposal: The sum of Section 5. 1 and 5. 2 shall comprise the proposed GMP for the Project

and shall form the basis of negotiations between the CM and the City.
a) The City shall have the option of accepting or rejecting the GMP as presented by the CM.
Should the GMP be accepted, the GMP Amendment reflecting that acceptance will be executed,
and the Contract Price increased by the GMP amount. Should the GMP not be accepted, the
City may at its option:
b) Reject the GMP and direct the A/ E and CM to investigate, redesign, develop for City approval

value engineering possibilities, and other cost savings and to re- submit a new, lesser, proposed
GMP.

This may at the City' s option, incl'u es reduction in tscopa: All to be done at no additional
U

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c) Reject the GMP, take possession of the plans and specifications, and bid the work to a

General Contractor or otherwise complete with other forces or take such action, if any, that the
City may determine is in its best interest.

In this event, the CM shall not perform nor be

compensated for, any services on the Project beyond the agreed Pre -Construction Services Fee
herein.

In the event any option under this subparagraph is chosen by the City, the CM is

obligated to immediately turnover to the City all plans, specifications and other project related
documentation.

d) If and when accepted by the City, the GMP shall be formalized by the execution of the GMP
Amendment ( Exhibit I).

e) The City shall determine, after each negotiation session, unless agreement is reached, if
further negotiations are warranted.

If not, the negotiations shall be declared not to be successful

and the City shall take possession and ownership of all documents produced for the design and
bid Phases, pay the CM any remaining undisputed fee, and proceed under the requirements

noted under this paragraph, and the City and CM shall be mutually released from any further
obligation each to the other.

f) The City shall have no obligation to accept the GMP Proposal of the CM regardless of that

Proposals' relationship to the Budget or the most current estimate or for any other reason.
g) Should the CM realize any savings from the negotiated Schedule of Values, the City shall
receive 75%

of said savings with no line item integrity. The City reserves the right to audit all

contract related documents at any time during the Project and at the end of the Project.
ARTICLE VI
TERMINATION
6. 1 Termination for Cause

The City may terminate this Agreement for cause in the event that the CM ( 1) violates any provisions of this
Agreement or performs same in bad faith; or ( 2) unreasonably delays the performance of the work/services
contemplated under this Agreement ( hereinafter referred to in this Article VI as the " Services "), and CM fails to
In that event, such termination shall become

cure same within thirty ( 30) days following written notice to CM.
effective upon seven ( 7) days written notice to CM.

6. 1. 1 In the event this Agreement is terminated by the City for cause, the City, at its sole option and
discretion, may take over the Services and complete them by contracting with another CM or otherwise. In such

event, the CM shall be liable to the City for any additional cost incurred by the City due to such termination.
Additional Cost" is defined as the difference between the actual cost of completion of such incomplete services,
and the cost of completion of such Services which would have resulted from payments to the CM hereunder had
the Agreement not been terminated

6. 1. 2 Payment only for Services satisfactorily' performed by th`e` c. M and accepted by the City p rior to

receipt of a Notice of Termination for Cause, shall be r ade 0,accordar:ce, with -this ;4r icle VI herein and the City
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shall have no further liability for compensation, expenses or fees to the CM.

6. 1. 3 Upon receipt of a written Notice of Termination, the CM shall promptly assemble and submit to the

City, as provided herein or as required in the written notice, all documents, including drawings, calculations,
specifications, correspondence, and all other relevant materials affected by such termination.
6. 1. 4 In the event of a termination for cause, no payments to the CM shall be made ( 1) for Services not

satisfactorily performed, as same shall be determined at the City's option and discretion; and ( 2) for assembly of
submittal of documents, as provided above.
6. 2 Termination for Convenience

The City, in addition to the rights and options to Terminate for Cause, as set forth above, or any other provisions
set forth in this Agreement, retains the right to terminate this Agreement at its sole option, at any time, for
convenience, without cause and without penalty, when in its sole discretion it deems such termination is in the

best interest of the City, upon notice to CM, in writing, fourteen ( 14) days prior to termination.
6. 2. 1 In the event the City terminates the CM' s Services for its convenience, as provided herein, the CM

shall be compensated for all Services rendered up to the time of receipt of said written termination notice, and for
the assembly and submittal to the City of documents for the Services performed, in accordance with Article VI

herein, and the City shall have no further liability for compensation, expenses or fees to the CM, except as set
forth in this Article VI.

6. 3 Termination by CM

The CM may only terminate this Agreement for cause in the event that the City willfully violates any provisions of
this Agreement or unreasonably delays payment for the Services, and has failed to cure same within thirty ( 30)

days following written notice from the CM. In that event, CM may terminate this Agreement upon written notice to
the City, which termination shall become effective thirty ( 30) days from the date of said Notice. In that event,
payment for Services satisfactorily performed prior to the date of termination shall be made in accordance with
this Article VI.
6. 3. 1

The CM shall have no right to terminate this Agreement for convenience of the CM.

6. 4 implementation of Termination:

In the event of termination, either for cause or for convenience, the CM, upon receipt of the notice of termination,

shall ( 1) stop the performance of Services under this Agreement on the date and to the extent specified in the
Notice of Termination; (

2) place no further orders or subcontracts except for any that may be authorized, in

writing, by the City, prior to their occurrence; ( 3) terminate all orders and subcontracts to the extent that they
relate to the performance of the Services terminated by the Notice of Termination; ( 4) promptly assemble and
submit,

as

provided

herein,

all

documents

for

the

services

performed,

including drawings,

calculations,

specifications, correspondence, and all other relevant materials affected by the termination; and ( 5) complete

performance of any Services as shall not have been terminated by the Notice of Termination and as specifically
set forth therein.
6. 5 Non -solicitation:

The CM warrants that it has not employed or retained ary co: ripany 6r(prson; other Than an employee working

3 V

18

solely for the CM, to solicit or secure this Agreement; and that it has not paid, nor agreed to pay any company or

other person any fee, commission, percentage, gift or other consideration contingent upon or resulting from the
award or execution of this Agreement. For breach or violation of this warranty, the City has the right to terminate
this Agreement without liability to the CM for any reason whatsoever.
ARTICLE VII
INDEMNIFICATION

7. 1 CM shall, at all times hereafter, indemnify, hold harmless and defend the City, its officers, employees,

contractors and /or agents from and against any claim, demand or cause of action of any kind or nature arising out
of the negligent act, error, or omission of CM, its officers, employees, contractors ( including, without limitation,

Subconsultants), and /or agents, in the performance of any work and /or services under this Agreement.

7. 2 In the event that CM abandons this Agreement or causes it to be terminated by City, CM shall
indemnify, hold harmless and defend the City, its officers, employees, contractors and /or agents against any loss
pertaining to such termination.

7. 3 CM hereby affirms that it shall be responsible for the acts, errors and omissions of its Subconsultants

and it shall indemnify, defend and save harmless the City, officers, employees, contractors and agents from any

and all claims by third parties which may arise on account of services rendered by Subconsultants.
7. 4 The provisions of this Section shall survive the expiration or earlier termination of this Agreement.
ARTICLE VIII
MISCELLANEOUS

8. 1 Ownership of Documents:
All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs and reports

prepared or provided by CM in connection with this Agreement shall become the property of the City, and shall be
delivered by CM within ten ( 10) days after receipt of written notice. Any re -use of documents by City without

written verification or adaptation by CM for the specific purpose intended will be without liability to CM.
8. 2 Records:

CM shall keep such records and accounts and require any and all CM and Subconsultants to keep such records
and accounts as may be necessary in order to record complete and correct entries as to personnel hours charged

to the Project, and any expenses for which CM expects to be reimbursed.

All books and records relative to the

Project will be available at all reasonable times for examination and audit by City and shall be kept for a period of
three ( 3) years after the completion of all work to be performed pursuant to this Agreement.

Incomplete or

incorrect entries in such books and records will be grounds for City' s disallowance of any fees or expenses based
upon such entries.

All books and records which are considered public records shall, pursuant to Chapter 119,

Florida Statutes, be kept by CM in accordance with such statutes.

8. 3 Equal Opportunity Employment

8. 3. 1 CM agrees that it will not discriminate against any employee or applicant for employment for work

under this Agreement because of race, color, relic:ithOex, 4ge," riationul" origin; disability, or sexual orientation
U

and will take affirmative steps to ensure thatappliconts arc "zirrploy0, ,a di employees are treated during

19

employment without regard to sexual orientation, race, color, religion, sex, age, national origin, or disability. This

provision shall include, but not be limited to, the following: employment upgrading, demotion or transfer;
recruitment advertising, layoff or compensation; and selection for training, including apprenticeships.

CM agrees

to furnish City with a copy of its Affirmative Action Policy.

8. 4 Public Entity Crimes Act
In accordance with the Public Entity Crimes Act (Section 287. 133, Florida Statutes),

a person or affiliate who is a

CM, who has been placed on the convicted vendor list following a conviction for a public entity crime may not

submit a bid on a contract to provide any goods or services to the City, may not submit a bid on a contract with

the City for the construction or repair of a public building or public work, may not bid on leases of real property to
the City, may not be awarded or perform work as a CM, supplier, subcontractor, or subcontractor under a contract

with the City, and may not transact business with the City in excess of the threshold amount provided in Section

287. 017, Florida Statutes, for Category Two for a period of 36 months from the date of being placed on the
convicted vendor list.

Violation of this Section by CM shall result in cancellation and may result in CM' s

debarment.

8. 5 ( Intentionally Omitted)
8. 6 Assignment

This Agreement, or any interest herein, shall not be assigned, transferred or otherwise encumbered by CM, under
any circumstances, without the prior written consent of City.
8. 7 Insurance

The CM shall comply throughout the term of this Agreement with the insurance requirements stipulated herein. It

is agreed by the parties that the CM shall not commence with work on the Project until satisfactory proof of the

following insurance coverage has been furnished to the City.

The CM will maintain in effect the following

insurance coverage:

a) Comprehensive General Liability Insurance in the amount of $1, 000, 000.00 Single Limit Bodily
Injury and Property Damage coverage for each occurrence, which will include products,
completed operations, and contractual liability coverage.

The City must be named as an

additional insured on this policy.

b) Worker's compensation and employer's liability coverage within the statutory limits of the
State of Florida.
c)

Business Automobile

Liability Insurance with

minimum limits of one million dollars

1, 000, 000) per occurrence combined single limit for bodily injury liability and one million dollars

1, 000, 000) per occurrence for property damage liability. Coverage must include owned vehicles
and hired non -owned vehicles. The City must be named an additional insured in this policy.
8. 7. 1 The CM must give thirty ( 30) days prior written notice of cancellation or of substantial modifications
in the insurance coverage to the Project Coordinator.

8. 7. 2 CM shall provide to City a Certificate `Of lrsuran_Ce, or a, copyior a, l insurance policies required by this
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Section.

ciesuupon
City reserves the right to require a cErti`ied eopy of, such pol

All certificates and

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20

endorsements required herein shall state that City shall be given thirty ( 30) days written notice prior to expiration
or cancellation of the policy.

Should CM fail to obtain, maintain, or renew the policies of insurance referred to

herein, in the required amounts, the City may, at its sole discretion, obtain such insurance, and any sums
expended by the City in obtaining same shall be repaid by CM to City, plus ten percent ( 10 %)

of the amount of

premiums paid to compensate City for its administrative costs. If CM does not repay City' s expenditures within
fifteen ( 15) days of demand, the total sum owed shall accrue interest at the rate of twelve percent ( 12 %)

per year

until paid and such failure shall be deemed an event of default hereunder.
8. 8 All Prior Agreements Superseded /Amendments

This document incorporates and includes all prior negotiations, correspondence, conversations, agreements or
understandings applicable to the matters contained herein; and the parties agree that there are no commitments,

agreements or understandings concerning the subject matter of this Agreement that are not contained in this

document. Accordingly, the parties agree that no deviation from the terms hereof shall be predicated upon any
prior representations or agreements whether oral or written. It is further agreed that no modification, amendment

or alteration in the terms or conditions contained herein shall be effective unless contained in a written document

executed with the same formality and of equal dignity herewith.

8. 9 Notices

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, 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 BEACH:

Fernando Vazquez P. E.

Director, Capital Improvement Projects Office

City of Miami Beach

1700 Convention Center Drive
Miami Beach, Florida 33139

FOR CONSTRUCTION MANAGER:

Steve Aks, Senior Vice President

D. Stephenson Construction, Inc.

6241 N. Dixie Highway

Fort Lauderdale, FL, 33334

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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 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.

8. 11 Protection of Records

CM shall protect from harm and damage all data, drawings, specifications, designs, models, photographs, reports,

surveys and other data created or provided in connection with this Agreement ( collectively, City Property), while
such data and materials are in CM' s possession.

Such duty may include, but is not limited to, making back -up

copies of all data stored by electronic device on any media, taking reasonable actions to prevent damage by

impending flood or storm ( including, but not limited to, removing the City Property to a safe location),

and

establishing and enforcing such security measures as are reasonably available, considering the customary
practice within CM' s trade or possession.
8. 12 Exhibits and Attachments

In the event of conflict between the terms contained in this Agreement and the terms contained in any of the
documents attached or incorporated herein, the terms of this Agreement shall control and shall be given full
effect.

8. 13 Observance of Laws

Throughout the term of this Agreement, the CM shall keep fully informed of all federal, state and local laws,
ordinances, codes, rules, and regulations, and all orders and decrees of bodies or tribunals having jurisdiction or

authority which, in any manner, affect work authorized under the terms of this Agreement, and shall further take

into account all known pending changes to the foregoing of which it should be reasonably aware..

The CM shall

at all times observe and comply with all such laws, ordinances, regulations, orders, and decrees.
8. 14 Agreement Severable: No Waiver

In the event any provisions of this Agreement shall be held to be invalid and unenforceable, the remaining
provisions shall be valid and binding upon the parties. One or more waivers by either party of any provision, term,
condition or covenant shall not be construed by the other party as a waiver of a subsequent breach of the same
by the other party.
8. 15 City' s Own Forces

The City reserves the right to perform construction and operations related to the Project with the City' s own

forces, and to award contracts in connection wi h' ihe' project vchiciiare not. pa`it,of the CM' s responsibilities under
U

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this Agreement. " " '

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8. 16 Governing Law and Exclusive Venue

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Florida, both
substantive and remedial, without regard to principles of conflict of laws.

The exclusive venue for any litigation

arising out of this Agreement shall be Miami -Dade County, Florida, if in state court, and the U. S.
Southern District of Florida, if in federal court.

District Court,

BY ENTERING INTO THIS AGREEMENT, CM AND CITY

EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL
LITIGATION RELATED TO, OR ARISING OUT OF, THIS AGREEMENT.

8. 17 Limitation of Liability

8. 17. 1 The City desires to enter into this Agreement only if in so doing the City can place a limit on City's
liability for any cause of action for money damages due to an alleged breach by the City of this Agreement, so

that its liability for any such breach never exceeds the fee paid to CM herein, less any sums paid by the City. CM
hereby expresses its willingness to enter into this Agreement with CM' s recovery from the City for any damage
action for breach of contract to be limited to a maximum the fee paid to CM herein, Tess any sums paid by the
City.
8. 17. 2 Accordingly, and notwithstanding any other term or condition of this Agreement, CM hereby agrees
that the City shall not be liable to CM for damages in an amount in excess the fee paid to the CM herein, less any

sums paid by the City, for any action or claim for breach of contract arising out of the performance or non-

performance of any obligations imposed upon the City by this Agreement. Nothing contained in this subparagraph
or elsewhere in this Agreement is in any way intended to be a waiver of the limitation placed upon City's liability
as set forth in Section 768. 28, Florida Statutes.

8. 17. 3

In no event shall either party be liable for any indirect, incidental, special, or consequential

damages, including, without limitation, loss of profits, revenue, or use incurred by either party or any third party,

whether in an action in contract or tort, even if the other party or any other person has been advised of the
possibility of such damages.

Remainder of this page left intentionally blank)

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IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written.

ATTEST:

THE CITY OF MIAMI BEACH

Robert Parcher, City Clerk

Mat i Herrera Bower, Mayor

ATTEST:

D. Stephenson Construction, Inc.

Florida Contractor License: ( CGC24733)

By:

By:
Dina

1j

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Dwight Stephenson, President

Stephenson, Secretary

APPROVED AS TO
FORM & LANGUAGE

FOR

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24

EXHIBIT I

DRAFT GMP AMENDMENT No.

EXHIBIT I" TO THE AGREEMENT FOR PRE -CONSTRUCTION SERVICES BETWEEN THE CITY OF MIAMI
BEACH,

FLORIDA,

MANAGER

AT

AND ( INSERT

RISK

SERVICES

NAME

OF

PURSUANT

CONSTRUCTION
TO

RESOLUTION

MANAGER)

FOR

NO. ( INSERT

CONSTRUCTION

RESO #) (

ENTITLED

CONSTRUCTION MANAGEMENT AT RISK PRE- CONSTRUCTION SERVICES FOR THE ( INSERT NAME OF
PROJECT))

THIS GMP AMENDMENT NO._,

Amendment No ")

made and entered into as of this

GMP

day of , ( "

amends that certain Agreement between Owner, the CITY OF MIAMI BEACH, FLORIDA

also, City) and Construction Manager, ( Insert Name of Construction Manager), (

Manager or CM), made as of the

day of ,

hereinafter Construction

for the following described Project:

Insert Project Name, address and legal description)

as further described in Resolution No.

WHEREAS, the Owner and the CM have agreed to amend the Agreement in the manner set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, in the

Agreement and the other Contract Documents and for such other good and valuable consideration, the receipt

and sufficiency of which is hereby acknowledged, the Owner and the CM do hereby agree as follows:
1.

This GMP Amendment No.

is executed in connection with, and is deemed to be part of the

Agreement and the Contract Documents. Wherever the terms of this GMP Amendment No.
the Contract Documents are in conflict, the terms of this GMP Amendment No. _

terms used herein, unless otherwise defined in this GMP Amendment No. _

and the terms of

shall govern and control. The

shall have the meanings ascribed

to them in the Contract Documents.

2.

The following are hereby incorporated into the Contract Documents and made part thereof:
a.

The construction documents listed on Attachment 1, attached hereto, which are made a

part of the Contract Documents by this reference ( the " Construction Documents "); and
b.

The specifications listed on Attachment II, GMP Amendment No._,

attached hereto,

which specifications are made a part of the Contract Documents by this reference ( the
Specifications "); and
c.

Those

documents

listed

on

Attachment

III,

Additional

Contract

Documents, refer to the executed pre- construction services agreement, attached hereto,

are made a part of the Contract Documents by th!s reference; and

U

d.

U _

Those documents Iisteaa on; AttaCh6eniit I!', `

OMR Amendment No._,

GMP Book

inclusive of CM' s Proposal, Qualifications"and Assumptions attached hereto, are made a

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25

part of the Contract Documents by this reference; and

e.

Those documents listed on Attachment V the CM' s Salary and Wage Schedule attached

f.

The Scope of the Work for the Project, ( Insert Name of Project) contemplated in this

hereto, are made part of the contract Documents by this reference; and

GMP Amendment No._,

No._,

g.

and

as described in Attachment I,

GMP Amendment

is hereby incorporated into the Work; and

The Project Schedule will be provided for this Project and is set forth on Attachment VIGMP Amendment No._,

attached hereto, are made a part hereof by this reference;

and

h.

The CM' s Onsite Management and Supervisory Personnel for this Project shall be set
forth herein, and incorporated as Attachment VII to this Agreement.

The date of Commencement for the construction of the Project ( Insert Name of Project) in
this GMP Amendment No._,
NTP) #

j.

shall commence upon the issuance of Notice To Proceed

2, by the parties hereto ( the " Date of Commencement ").

The CM shall achieve Substantial Completion of the Work for this Project ( Insert Name of
Project) contemplated in this GMP Amendment No._,

no later than ( Insert " Contract

Time ") calendar days from the issuance of NTP # 2, the Date of Commencement ( the

Contract Time "), and

Final Completion, not later than thirty ( 30) calendar days from the

date of Substantial Completion. Failure to meet either the Substantial Completion or Final
Completion dates shall be a material breach of this Agreement and liquidated damages
will be assessed thereinafter.
k.

Upon failure of the CM to substantially complete the Work contemplated in this GMP
Amendment

No.,

within

the

specified

period

extensions, CM shall pay to the City the sum of $ (

of time,

plus any approved time

insert per diem of liquidated

damages) for each calendar day after the time specified in subsection 2( j)

of this

Amendment.

The Guaranteed Maximum Price ( GMP) for the Scope of Work contemplated in this GMP
Amendment No._,

for the Project ( Insert Name of Project), is hereby guaranteed by

the CM not to exceed the sum of ( Insert GMP /Contract Amount). ( GMP Amendment No.
based upon the entire Scope of the Work as described in the Contract Documents,

as amended herein, and including, but not limited to, the Construction Documents and

the Specifications, subject only to additions and deductions by Contract Amendment( s) or

Construction Change Directive, as provided in the Contract Documents.
GMP Amendment No.

The GMP for

is more particularly itemized in the Schedule of Values

prepared in accordance with the terms of the Agreement, which Schedule of Values is

attached hereto as Attachment VIi9 -611 P Amennmart No._,

Contract Documents by ,,thin,- reference.

and made a part of the

Included cn the Schedule of Values and

26

specifically identified herein, the Contingency as defined in Article 1. 19 of the Pre Construction Services Agreement is in the amount of ( Insert Contingency Amount).
m.

Should the CM realize any savings from the negotiated Schedule of Values, incorporated
as Attachment Vlll, the City shall receive 75% of said savings with no line item integrity.

The City reserves the right to audit all contract related documents at any time during the
Project and at the end of the Project.
n.

The CM shall provide Commercial General Liability Insurance, Automobile Liability

Insurance,

Worker's

compliance with

the

Compensation
provisions

Insurance,

of Article

II,

and

Builder' s

Insurance and

Risk

Insurance,

in

Bonds of the General

Conditions of the Contract for Construction.

o.

The CM shall provide the Public Construction Payment Bond and the Public Construction

Performance and

Guarantee Bond, in compliance with the provisions of Article II,

Insurance and Bonds of the General Conditions of the Contract for Construction.
p.

By executing this GMP Amendment No._,

the

CM

acknowledges

that

it

has

ascertained and verified all existing underground utilities and has coordinated all correct

locations for points of connection for all utilities, if any, required for this Project and has

identified all clarifications and qualifications for this Project, if any. Utility Locations shall
be identified by the CM and all existing utility connections will be capped as needed, as
noted in the Qualification and Assumptions Statement.
q.

To the extent that the Owner has authorized the CM, in writing, to perform the Work
contemplated in this GMP Amendment No.,

for this Project with the CM' s own

forces, the salary and wage schedule for the CM' s personnel performing such portion of
the Work, agreed upon by the City and the CM, shall be as set forth on Attachment VGMP

Amendment

No._,

attached

hereto, and

is

made a part of the Contract

Documents by this reference. The CM warrants and represents that the salary and wage
schedule

includes

the

comparable

market rates (

including any

and

all

benefits,

contributions and insurance) charged by the CM for comparable contracts to other

business and individuals for similar services, and that such rates are not higher than the

standard paid for this Project ( Insert Name of Project).

r.

Except as expressly provided herein above all of the terms, conditions, covenants,
agreements and understandings contained in the Pre -Construction Contract Documents

and as may have been amended pursuant to GMP Amendment No._

Amendment No._),

and this GMP

shall remain unchanged and in full force and effect, and the same

hereby expressly ratified and confirmed by the City and CM.

s.

This GMP Amendment No._

may be executed in several counterparts, each of which

shall be deemed an original butalt

which, sliall:conctitite one and the same instrument.

u

27

IN WITNESS WHEREOF, the parties have set their hands and seals the day and year first above written.

ATTEST:

THE CITY OF MIAMI BEACH

Robert Parcher, City Clerk

Matti Herrera Bower, Mayor

ATTEST:

CONSTRUCTION MANAGER! ( Insert CM Name)

Insert Florida Contractor & License)
Insert CM Principal)

By:

By:
Insert CM Principal)

Insert CM Secretary) (

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EXHIBIT I

GMP AMENDMENT NO.

ATTACHMENT I

CONTRACT DOCUMENTS:

THE CONSTRUCTION DOCUMENTS DATED

ATTACHMENT II

CONTRACT DOCUMENTS:

THE SPECIFICATIONS DATED

ATTACHMENT III

CONTRACT DOCUMENTS:

GENERAL AND SUPPLEMENTARY CONDITIONS

EXECUTED PRE -CONSTRUCTION SERVICES AGREEMENT DATED

ATTACHMENT IV

CONTRACT DOCUMENTS:

GMP BOOK: CONSTRUCTION MANAGER' S PROPOSAL, QUALIFICATIONS AND

ASSUMPTIONS DATED

ATTACHMENT V

CONTRACT DOCUMENTS:

CONSTRUCTION MANAGER' S SALARY AND WAGE SCHEDULE

ATTACHMENT VI

CONTRACT DOCUMENTS:
PROJECT SCHEDULE DATED

ATTACHMENT VII

CONTRACT DOCUMENTS:
ONSITE SITE MANAGEMENT AND SUPERVISORY PERSONNEL

ATTACHMENT VIII

CONTRACT DOCUMENTS:
SCHEDULE OF VALUES DATED

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EXHIBIT II
PROJECT SCHEDULE

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EXHIBIT ID
DECLARATION

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DECLARATION

TO:

City of Miami Beach

City Hall ,
1700 'Convention Center Drive
Procurement Division
Miami Beach, Florida 33139

Submitted this 8th

day of

August ,

2011.

The undersigned, as propose, declares that the only persons interested in this proposal are

named herein;, that no other person has any interest in this responses or in the Contract to
which. this response pertains; that this response is made without connection or arrangement

with any other person; and that this response. is in every respect fair and made, in good faith,
without collusion or fraud.

The Proposer agrees if this response' is accepted, to- execute an appropriate City of Miami
Beach document for establishing a formal contractual relationship between the consultant and
the City of-Miami Beach, Florida, for the performance of all requirements to which the response
pertains.

The Proposer states that the response is based upon the documents identified by the following
number: RFQ No. 42- 10/ 11.

Timothy Talbert
PRINTED NAME

Chief

Operating' Officer

TITLE ( IF CORPORATION)

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May 5, 2011
City of Miami Beach

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RFQ No: 42 -10/ 11

32 of 48

EXHIBIT IV
SWORN STATEMENT SECTION 287. 133 ( 3) ( A) FS ON PUBLIC ENTITY CRIMES

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SWORN STATEMENT UNDER SECTION

287. 133( 3) ( a),. FLORIDA STATUTES, ON
PUBLIC; ENTITY CRIMES

THIS FORM MUST BE SIGNED AND SWORN TO IN THE PRESENCE OF A NOTARY

PUBLIC OR OTHER OFFICER AUTHORIZED TO' ADMINISTER OATHS.
This sworn statement is submitted to

a[
By Timothy Talbert;
For

Steihenson

D.

City of Miami
print name of public entity]

Chief Operating Officer ,

print individual' s name and title]

Construction,

Inc. .

print name of entity submitting sworn .statement]

Whose business address is 6241 North Dixie Highway Fort Lauderdale,

FL

333.34

And ( if applicable) its Federal Employer Identification Number (FEIN) is 65- 0313701 ( If

the Entity, has no FEIN, include the Social Security Number of the individual signing
this sworn statement:. ) `

I understand that a. " public entity .crime" as defined in Paragraph 287. 133( 1) (. g),

Florida

Statutes; means a violation,.of, any .statee or federal law by a person with respect to and

directly related to the 'transaction! of business with any business with any public entity or
with an_agency or political subdivision of arty other stateor of the United States, including,

but not limited to, any bid or contract for goods or services to be provided to any public
entity or an agency or political subdivision of any other state or of the United States and
involving antitrust, fraud,, theft; bribery, collusion, racketeering, conspiracy, or material
misrepresentation. .

I understand that "convicted" or "conviction" as defined in Paragraph 287. 133( 1)( b), Florida

Statutes; means a finding of guilt or a conviction, of a public entity crime; with or without,an

adjudication of,guiltk ,irt any federal or state trial court of record relating to charges brought

byindictriaent Or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or
entry of a pleaof g;uilty or nolo contendere.

1 understand that an " affiliate ".as defined, in Paragraph 287. 133 ( 1)( a), Florida Statutes,
means:

1) '

A predecessor or successor of a person convicted of a public entity crime; or

2)

An entity under the control of any natural person, who is active in the
management of the entity and who has been convicted of a public' entity crime.'
The

term - " affiliate'.' -includes

those

officers;

directors,

executives,

partners,

and agents Who are active in the

management of an affiliate. The ownership by one person of shares constituting

shareholders,

employees, .

members,,

a controlling interest in another person, or esa under

poolingan,ofornequipment
or income
length agreement,
among persons when not for fairma- kef valu

shall be a prima facie case that ono porsor`.cdntrels` znothe person. -A person
who knowingly enters into a joint.vent'ure wa`n acpersd wheinas been convicted
JUUJ

May 5, 2011
it

City of Miami Beach

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RFQ. No. 42 -10111

33 of 48

of a public entity crime in Florida during the preceding 36 months shall, be '
considered an affiliate. ,

as defined in Paragraph 287. 133( 1)( e), Florida Statutes

means any natural person or entity organized under. the laws of any state or of the United
States with the legal power to enter into a binding contract and which bids or applies to bid
I understand that a "

person"

on contracts for the provision of goods or services let by a public entity, or,which otherwise
transacts or applies t transact business with a public entity. The term " person" includes
those officers, directors, executives, partners, shareholders, employees, members, and

agents who are active in-management of an entity.

Based on information and belief, the statement .which 1 have marked below is true' in
relation to the entity submitting this sworn statement. [ Indicate which statement applies.]
X

Neither the entity submitting this sworn statement, nor any officers, ,,directors,
executives,

partners,

employees,

shareholders,

members,

or

agents

who

are

active in neither the management of the entity, nor any affiliate pf the entity has
been charged, with and convicted of a public entity chine subsequent to July 1,
1989.

The entity submitting this sworn statement, or one or more of its officers, directors,
executives, partners, shareholders, employees, members or agents who are active
in management of the entity or an affiliate of the entity has been charged with and
convicted of a public entity crime subsequent to July 1, 1989.

The entity submitting this sworn statement, or one or more of its officers, directors,
executives,

partners,

shareholders, employees,

members, or agents who are

active in the management of the entity or an affiliate of the entity has been charged'
with and convicted of a public entity crime subsequent to July .1, 1989. However,

there has been a subsequent proceeding before a Hearing Officer of the State of
Florida, Division of Administrative Hearings and the Final Order entered by the
hearing Officer determined that it was not in the public interest to place the entity
submitting this sworn statement on, the convicted vendor list. [ Attach a copy of
the final order]

I UNDERSTAND THAT THE SUBMISSION OF THIS FORM TO THE CONTRACTING

OFFICER FOR THE PUBLIC ENTITY -IDENTIFIED IN PARAGRAPH 1 ( ONE) ABOVE IS FOR

THAT PUBLIC ENTITY ONLY, AND,' THAT THIS FORM IS VALID THROUGH, DECEMBER 31.
OF THE CALENDAR YEAR IN WHICH IT IS FILED. I ALSO UNDERSTAND THAT I AM
REQUIRED TO INFORM THE PUBLIC ENTITY PRIOR TO ENTERING INTO A CONTRACT IN
EXCESS OF THE THRESHOLD AMOUNT PROVIDED IN SECTION 287. 017, FLORIDA
STATUTES FOR CATEGORY TWO OF ANY CHANGE IN
N

FpRM TION CONTAINED

tjE

Signature]

Sworn to and subscribed before me this

Personally known

to

8th

2008

day of. August ,

me

Notary Public - State of

OR Produced identification,
r)

Florida

N ycommissi8n' xpir `
s 0`' T / 13 / 2012

Type of Identification

Printed typed or stamped Commissioned name of N'otary' ublic)

May 5, 2011
City of Miami Beach

Notary Public State of Florida

Nally Garcia- Lugo
My Comrniaslon D0805366
Expires 07 /13/ 2012

3U`

RFQ No: 42 -10/ 11

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EXHIBIT V
QUESTIONNAIRE

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QUESTIONNAIRE

Proposer' s Name:
D.

Stephenson

Construction,

Inc.

Principal Office Address: .

6241 North Dixie Highway
Fort' Lauderdale,.

FL

33334

Official Representative:

Timothy Talbert

Individual

Partnership ( Circle One)

Corporation
If a Corporation, answer this:
When Incorporated:

January 30,

1992

In what State:

Florida
If a Foreign Corporation:
Date of Registration with

Florida Secretary of State:,

Name of Resident Agent:

Address of Resident Agent :'.

President' s Name:
Dwight ' Stephenson

Vice- President' s Name:

Dinah Stephenson

Treasurer' s Name:

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Timothy Talbert
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May 5, 20111

City of Miami Beach

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RFQ No: 42 -10/ 11

35 of 48

Members of Board of Directors:

If a Partnership:

Date of organization:

General or Limited Partnership *: -"

Name and Address of Each Partner:

ADDRESS

NAME '

Designate general partners in a Limited Partnership

Number

of

business:.

2.

years

19

of

relevant

in

experience

same . or

operating,

similar

years

Have any agreements held by Proposer for a project ever been canceled?
No '( X)

Yes ()

If yes, give details on a separate sheet.

Has the Proposer or any principals of the applicant organization failed to qualify
as a responsible Bidder /Proposer refused to enter into a contract after en awardfailed 'to complete a contract during the past five ( 5) years, or
been declared to be in default in any contract in the last 5 years?

has been made,

If yes, ,please explain:

No.

4.

Has the Proposer or any of its . principals ever been' -declared , bankrupt- br

reorganized under Chapter 11 or put into receivership ?Yes ( ) No ( X)

If yes, give date, court jurisdiction, action taken, and any, other explanation
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deemed necessary on a separate sliest

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May 5, 2011

City of Miami Beach

RFQ No: 42 -10111 36of48

5.

Person or persons interested in this RFQ and-Qualification Form have (K) have not

been convicted by a Federal, State, County, or Municipal Court of any violation

of law, other than traffic violations. To include stockholders over ten percent
10 %). (Strike

out inappropriate words)

Explain any convictions: -

6.

Lawsuits ( any) pending or completed involving the corporation, partnership or

individuals with more than ten percent ( 10 %) interest:
A.

See

B.

List all pending lawsuits:

attached

document.

List all judgments from lawsuits in the last five ( 5) years: '
Not

Applicable.

Listtany criminal violations and /or convictions of the Proposer and /or any
of its principals:

Not' Applicable

Conflicts of Interest. The following relationships are the only potential, actual, or
perceived conflicts of interest in connection, with this Proposal: ( If none, state same.) -

None.

8.

Public Disclosure.

In order to- determine whether the members of the Evaluation

Committee for this Request. for Proposals have any association or relationships
which would constitute a conflict of interest, either actual or perceived, with any

Proposer and /or . individuals and entities comprising or representing such

Proposer and in an attempt to ensure full and complete disclosure regarding this

contract, all Proposers are required to disclose all persons and entities who may
be involved with this Proposal. This list shall include public relation firms, lawyers

and lobbyists. The Procurement Division shall be notified in writing if any person
or entity is added to this list after receipt of Proposals.
None.

1.

1.

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May 5, -2011

RFQ No: 42- 10/ 11

City of Miami Beach

37 of 48
L.

EXHIBIT VI
INSURANCE CHECKLIST

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INSURANCE CHECK LIST

XXX 1.

Workers' Compensation rand Employer's Liability per the statutory limits of the state
of Florida.

XXX 2.

Comprehensive General Liability ( occurrence form), limits of liability $

1, 000, 000. 00

per occurrence for bodily injury property damage to include Premises /Operations;
Products, Completed Operations and Contractual Liability.' Contractual Liability and
Contractual Indemnity ( Hold harmless endorsement exactly as Written .in " insurance
requirements" of specifications).

3.

Automobile Liability $

1, 000, 000

each

occurrence -

owned /non- owned /hired

automobiles included. .
4.

XXX 5.

00 pet occurrence to follow the primary coverages.

Excess Liability - $ .

The City must be named as and additional insured on the liability policies; and it,
must be stated on the certificate.

6.

Other Insurance as indicated:.

Builders Risk completed value $ ,

00

Liquor Liability $ .

00"

Fire Legal Liability , - $ .

00

Protection and Indemnity $ .

Professional Liability $ .

00

Employee_Dishonesty Bond $ ..

00

00

Theft. Covering Money and /or Property,"

00

Of- others $

XXX 7.-

Thirty (30) days written cancellation notice required,

XXX 8,

Best's guide rating B +: VI

XXX 9.

The dertificate. must state the RFQ number and title

or better, latest edition.

PROPOSER AND INSURANCE AGENT STATEMENT:

We understand the Insurance, Requirements of these specifications and that 'evidence of this

insurance may be required within five ( 5) days after Proposal opening. Selected Proposal' s
failure to procure or maintain required insurance ,program shall constitute a material

breach of Agreement under which City may immediately terminate the proposed
Agreement.

D.

Stephenson

Construction,

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City of Miami Beach

LC

SigRatut'e of Propp-szr

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RFQ No: 42- 10/ 11,

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29 of 48

EXHIBIT VII
A/ E AGREEMENT

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AGREEMENT BETWEEN

CITY OF MIAMI BEACH

AND

BORRELLI + PARTNERS, INC. .

FOR

PROFESSIONAL ARCHITECTURAL AND ENGINEERING SERVICES IN SPECIALIZED CATEGORIES,

ON AN " AS- NEEDED BASIS ", FOR PROJECTS IN WHICH'THE BASIC CONSTRUCTION COST DOES

NOT EXCEED $ 2 MILLION OR FOR STUDY ACTIVITIES WHEN THE' FEE FOR SUCH. PROFESSIONAL
SERVICES DOES NOT EXCEED $ 200, 000

Resolution No. 2010 -27415

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CITY APPROVED A & E.FORM (AUGUST 2010)

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TABL'E OF CONTENTS '

PAGE

DESCRIPTION

ARTICLE 1.

DEFINITIONS

ARTICLE 2. '

BASIC SERVICES . .

7..

ARTICLE 3,

THE CITY' S RESPON'SIBI.LITIES

13

RESPONSIBILITY FOR CONSTRUCTION' COST

16

ARTICLE 5:

ADDITIONAL SERVICES

17

ARTICLE 6.

REIMBURSABLE- EXPEN.SES .

18

ARTICLE 7.

COMPENSATION FOR SERVICES. ..

19

ARTICLE 8.

CONSULTANT'S ACCOUNTING AND OTHER RECORDS

20

ARTICLE. 9.

OWNERSHIP..OF PROJECT DOCUMENTS

20

RT1CLE.4.

ARTICLE-1( X TERMINATI'ON OF AGREEMENT .

21

ARTICLE 11.

23

INSURANCE -

ARTICL'E. 12. INDEMNIFICATION AND HOLD HARMLESS

24. . -

ARTICLE 13. ' ERRORS AND OMISSIONS .

24

ARTICLE 14. LIMITATION OFLIABILITY - -

25

ARTICLE 15.

26

NOTICE

26

ARTICLE16. MISCELLANEOUS PROVISIONS

SCHIEDULES:

SCHEDULE A ''

SCOPE OF SERVICES'

32

SCHEDULE B
SCHEDULE C '

CONSULTANT COMPENSATION

33

HOURLY BILLING RATE '

34

SCHEDULE D

CONSTRUCTIONCOST BUDGET '

35

SCHEDULE E
SCHEDULE F .

PROJECT SCHEDULE '

GENERALCONDITIONS OFTHE CONSTRUCTION CONTRACT '

36.
37

SCHEDULE G

INSURANCE AND SWORN AFFIDAVITS

38

SCHEDULE H .

BEST VALUE AMENDMENT -

39

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TERMS AND CONDITIO.NSOFAGREEMENT

BETWEEN: THE' CITY OF MIAMI BEACH

AND
BORRELLI + PARTNERS, INC.

FOR

PROFESSIONAL ARCHITECTUREAND ENGINEERING. (AIE). SERVICES

FOR THE

P.ROFESSIONAL.ARCHI.TECTU.RAL AND ENGINEERING SERVICES. IN SPECIALIZED.CATEGORIES, ON.. .

AN "AS- NEEDED BASIS ", FOR PROJECTS IN WACH THEBASIC CONSTRUCTION COST' DOES NOT ' .
EXCEED ;$2.MILLION, OR FOR- STUDY ACTIVITIES WHEN THE. FEE. FORSUCH PROFESSIONAL. ' .
SERVICES DOES NOT EXCEED' $200, 000 . .

This Agreement made and entered into this 0 day of Sep- enibe'( 2010, by and. between. the CITY OF...-.
F, .
M'IAMI: BEACH, a- municipal' corporation.,existing: under the Taws of the -State of Florida, having its principal
offioes: at 1700 Convention Center Drive, Miami Beach, Florida, 33139, ( hereinafter referred to as City), and
Borrelli 4-. P'artners, Inc:, a Florida corporation having its. principal office at 2600. South Douglas Road; Suite

801, Coral Gables Florida 33134 (hereinafter referred toas Consultant): ' '
WITN.ESSET' H: .

WHEREAS,. the .City intends to undertake a project within the City of Miami Beach, which. is more

particularly described in. the. Scope of Services attached. as. Schedule. "A.7 hereto; ' and_wishes to engage the
Consultant to provide. specific professional services including, without limitation,. NE.services, for the Project,.
at' the

agreed fees set forth' in this Agreement; and ' . . .

WHEREAS, the Consultant d'esires,to contract with the City for performance. of the aforestated
professional services relativeto the Project, as hereinafter set forth; and

NOW THEREFORE, City and Consultant,' in consideration' of the mutual covenants and agreement ,
herein contained',' agree as follows: . .. . .. ..

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CITY APPROVED A & E FORM ( AUGUST2010)

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ARTICLE 1: D.EFINITIONS

The " City" shaf mean the City of Miami. Beach., a Floride municipal

1. 1 CITY (OR OWNER):

corporation having it& principal offices at 1700 Convention Center Drive,Miami Beach, Florida,. 33139.
1. 2 CITY COMMISSION: "

City Commission" shall mean the governing and legislative body of the

City.

1. 3 CITY MANAGER: The " City Manager" shall mean the chief administrative officer of theCity. The

City Manager shall. be construed to include any duly authorized representatives desigriated in writing

including, the Project Coordinator) with respect to any specific matters) concerning the Services
and /or this Agreement ( exclusive of those authorizations reserved to the City Commission or

regulatory or administrative bodies having jurisdiction over any matter(s) .related to the Project, the
Services, and /or this Agreement).

1 : 4 PROPOSAL DOCUMENTS: " Proposal Documents" shall mean Request for Qualification ( RFQ)
No.

Of-09/ 10,

ARCHITECTURE,

entitled "

ARCHITECTURAL,

PROFESSIONAL

FOR

PLANNING. & - URBAN DESIGN

LANDSCAPE

AND ENGINEERING. SERVICES IN

VARIOUS PROFESSIONAL SPECIALTIES ON AN " AS- NEEDED BASIS ", FOR

PROJECTS IN

WITCH 'THE BASIC CONSTRUCTION COST DOES NOT EXCEED $ 2 MILLION OR FOR

STUDY ACTIVITIES' WHEN THE FEB FOR SUCH PROFESSIONAL SERVICES DOES NOT
EXCEED $

200, 000" issued by the City. In contemplation of this Agreement, together with' all-.

amendri-ients. thereto ( if any)., and the Consultant's. proposal in response thereto ( Proposal), which is
incorporated by reference to this Agreement and made a part .hereof; provided, however, that in the
event of an' express conflict between the proposal, Documents and this Agreement,' the Agreement .
shaII prevail.

1 : 5 CONSULTANT: The named entity on page 1 of this Agreement,' the " Consultant" shall mean the '
architect/engineer who has entered- into a contract with the. City to provide the Services described
under this Agreement.

When the term "Consultant" is used in this Agreement it shall also be deemed -

to. inciude any officers, employees, sub -consultants, agents, and any other person or, entity acting
under the supervision, direction, or control of Consultant. Any sub -consultants retained by Consultant
forthe Project shall be subject to the prior' written approval .of the pity .Manager. Consultant shall

provide the Project Coordinator with copies . of the contract between Consultant and any sub- .

corisultant's.. Any such contracts shall contain provisions that preserve and protect the rights of the
CITY APPROVED A & E FORM (AUGUST 2010)

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Nothing contained in this Agreement shall create -any contractual

City under this Agreement.

relationship between the City and sub -consultants. Any approval of a sub consultant by the City shall
not, in, any way, shift the responsibility for the quality and acceptability by. the City of the services

performed by the sub -consultant, fromthe Consultant to City.. Payment of sub -consultants shall be the
responsibility of the Consultant, and shall not be cause for any increase in compensation to ' the
Consultant for payment of the Basic Services. The quality of services and acceptability to the City of
the services:performed by such sub -consultants shallbe the sole responsibility of Consultant.

The following sub -consultants are hereby approved by the City Manager for the Project:
Miller Legg &

Associates Landscape

Architecture and Civil Engineering

Martinez Engineering Group,. Inc. Stnictural Engineering

TLC' Engineering for Architecture, 'inc. MEP Engineering

1. 6 .

PROJECT COORDINATOR: The " Project Coordinator" shall mean the individual designated in

writing by the City Manager who shall be the City's authorized representative to coordinate,' direct, and
review (on behalf of the City) all matters related to the .Project during the design and construction of the
Project (unless expressly provided otherwise in this Agreement or the Contract Documents).
1. 7 [

Intentionally Omitted]

1: 8

BASIC SERVICES: . "Basic

Services" shall include those services which Consultant shall perform

in accordance. with the terms of:the Agreement ( and as required to complete the Project), as further
described in Article 2 and Schedule "A" hereto. In addition any Services not Specifically addressed as
I

Additional' Services ( as defined herein) shall be considered Basic Services.

1. 9

PROJECT: The " Project" shall Mean. that certain City capital. project that' has been ap.proved by .

the City Commission and is described in Schedule "A" hereto.

1. 9. 1

Protect Cost:

The "Project Cost ",shall mean the estimated total cost of the Project, as

prepared. and 'established by the City, including the estimated Construction Costand Soft Costs.
The Project Cost may,. from time to time, be revised or adjusted by the City, in its sole discretion,.
to accommodate approved 'modifications or changes to the Project or scope of work.

1. 9. 2:' Proiect Scope: The "Project' Scope" shall mean the description of the Project in Schedule
A" hereto.
3

CITY APPROVED A & E FORM (AUGUST 2010)

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1. 10 CONSTRUCTION COST:

The "Construction Cost" shall mean the sum which is the.actual total

cosf to the City of the Work (as established in the Contract Documents, as they may be amended from

time to time), including a.contingency allowance for unforeseen conditions, not to exceed ten percent
10 %)

of the construction cost for new construction, or twenty percent (20 %) of the

construction cost for

rehabilitation of historic buildings. .

For Work' not constructed, the Construction Cost shall be the same as the lowest bona fide bid or
competitive bid received and accepted from. a responsive and responsible 'bidder or proposer for such
Work.. '

1. 10. 1 Construction Cost Budget:.

The. "Construction Cost Budget" shall mean the amount

budgeted by-the City tor the Construction Cost; as set forth in Schedule " A" hereto.
1. 10. 2 Statement' Of Probable Construction Cost: The " Statement of Probable Construction
Cost " -shall. mean the latest approved written estimate of Construction Cost submitted by.
Consultant to -the City, in a format approved by the Project Coordinator..

For Work which bids or proposals have not been let, the Statement of Probable Construction Cost..
shall be the same as the Construction Cost.
1'. 11 FORCE MAJEURE: . "Force

Majeure" shall. mean any delay .occasioned by superior or irresistible.

force occasioned by violence in nature without the interference of human agency such as hurricanes,
tornadoes, floods, loss caused by fire and other similar unavoidable casualties; or by changes in .
Federal, State or local'laws, ordinances, codes .or regulations enacted after the date of this Agreement ;

or Other causes beyond the parties' control which-have, or may be reasonably expected to have, a.
material adverse effect on the Project, or on the rights and obligations of the parties under this
Agreement and which, by the exercise of due diligence, such parties shall not have- been able t avoid;
provided, however, that inclement weather ( except as noted above), the acts. or omissions of sub- '

consultants /sub- contractors, market conditions, labor conditions, construction industry price trends, and .

similar matter's Which normally impact on the construction process SHALL. NOT be considered -a Force M'ajeure.

If the Consultant is delayed in performing any obligation under this Agreement due to a force majeure,
the Consultant shall reguest.a time extension from the Project Coordinator within' five ( 5) business days
of said force majeure. Any time extension' shall be subject to mutual agreement and shall riot be

for any 'Claim by the Consultant for extra compensation, unless additional services are required, and
approved pursuant to Article .5 hereof.

CITY APPROVED A & E FORM. (AUGUST 2010)

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1. 12 CONTRACTOR: "

Contractor" shall mean theindid.idual or individuals, firm, company; corporation,.

joint venture, or other entity contracting with City for performance of the Work covered in the Contract Documents.

1. 13 - CONTRACT DOCUMENTS: " Contract Documents" shall mean this Agreement (together with all

exhibits, addenda, and written amendments issued thereto), and the docume.nts prepared by Consultant
in .accordance with the requirements of the Scope of Services in Schedule " A" hereto ( that. form the

basis for which the City can receive bids for the Work included in the documents):

The Contract

Documents shall also include, without limitation ( together with all exhibits, addenda, and written
amendments issued thereto), the invitation td bid ( ITB), instructions to bidders, bid form, bid bond, the

Contract for. Construction, surety ' payment and performance bonds, Conditions of. t-he Contract for. ,
Construction [ General; Supplementary, and other Conditions], Divisions 0 -17, Construction Documents, .
an approved Change Order(s), approved Construction Change Directive( s),

and /or

approved written .

order(s) for a minor 'change in the Work.

1.. 14 CONTRACT FOR CONSTRUCTION: " Contract for Construction" shall mean the legally binding'

agreement between City and with Contractor for performance of the Work covered in the contract
Documents.

1. 15

CONSTRUCTION

DOCUMENTS: "

Construction Documents" . shall mean the final plans,

technical specifications, drawings, documents,' and diagrams prepared by the Consultant pursuant to

this Agreement, which show the locations, characters, dimensions and details of the Work to be done,
and which are part of the Contract Documents.

1. 16

CONTRACT AMENDMENT: "

Contract Amendment" shall mean a written modification to the

Agreement approved by the City ( as specified below) and .executed between City and Consultant,

covering changes, additions, or reductions in the terms of this Agreement -including, without limitation,
authorizing a change in the Project, or the method- and manner of performance thereof; or an
adjustment in the fee and /or completion dates.

Contract Amendments shall be approved by the .City Commission if they exceed twenty -five thousand
dollars ($ 25, 000. 00)

or the City Manager if they are twenty -five thousand. dollars ($ 25, 000. 00) or

Tess

or. other such. amount as may be specified. by the City of Miami Beach Procurement Ordinance, as ..
amended). Even for Contract Amendments for less than twenty -five thousand ($ 25, 000. 00), the City

Manager reserves the right to seek and obtain concurrence of the City Commission for approval of any
such Contract Amendment.
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1. 1.7 ADDITIONAL SERVICES: " Additional Services" shall mean those' services, in addition to the

Basic Services in this Agreement, which. the Consultant shall perform, at the City' s option, and which .

have been duly authorized, -in writing; by the City Manager or. his authorized designee, prior to
commencement of same.- -

1. 18 : WORK: "

Work" shale mean all. labor, materials, . tools, equipment, services, methods,: .

procedures, etc. necessary or convenient: to performance by Contractor- of all duties and obligations . .
proposed by the Contract Documents.

1. 19. .

Services' shall mean all services, work, and . actions by the Consultant

SERVICES: "

performed pursuant to or undertakers under this Agreement.

1. 20

SOFT 'COSTS: "

Soft Costs" shall mean costs related to the Project other than Construction..

Cost including, without limitation., Consultant's .Basic Services, Additional Services; surveys, testing,
general consultant, financing, and permitting fees, etc.
1. 21

BASE BID: "

Base Bid" shall mean the elements contained. in the. Construction Documents;

recommended by the Consultant ( and approved by the City) as being within the 'Construction Cost
Budget. "Base: Bid" shall not include Additive Alternates or Deductive Alternates. .

1. 22

SCOPE OF SERVICES: " Scope :of Services" shall include the Project Scope, Basic Services;

and any Additional Services (as approved by the City), all as described in Schedule "A" hereto.
1. 23

SCHEDULES: "

Schedules" shall 'mean the various schedules attached to this Agreement

and referred to as follows:

Schedule A Scope of Services.

Schedule B Consultant Compensation. -

Schedule C Consultant. Hourly.'Billing. Rate

Schedule.

Schedule D Construction Cost Budget.:

ScheduleE Project Schedule. .

Schedule F General Conditions of the Contract for Construction

Schedule G Insurance Requirements and Sworn Affidavits
Schedule H Best Value Amendment

CITY APPROVED A & E FORM (AUGUST 2010).

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ARTICLE 2. BASIC SERVICES

2. I .

The Consultant shall' provide Basic Services for the Project,. .as required' by the Contract

Documents and as set forth in Schedule " A "hereto.

2. 2

The Services will he commenced. upon issuance of the first Notice to Proceed which .shall be

issued by the Project Coordinator and counter-signed by Consultant.. Subsequent Notices to Proceed
shall alsb.tie issued by the Project Coordinator.
A separate Notice to Proceed .shalt be required prior t commencement of each: Task ( as same .
are set forth in Schedule " A" hereto).

2. 3

As it relatesto the Services and. the Project, Consultant warrants and represents to City that it

is knowledgeable of Federal,. State, and local Jaws codes, rules' and regulations applicable in the
jurisdiction( s) in which the Project is located including, without limitation, applicable Florida Statutes,
and State of Florida codes,. rules and regulations, and local ( City of Miami Beach and Miami -Dade '

County) ordinances, codes, and rules and regulations ( collectively, "Applicable Laws").

Astheyrelate

to the Services and to the Project, the Consultant agrees to comply with all such Applicable taws,.

whether now in effect oras may be amended or adopted from time to time, and shall further take into
account all known pending changes to the foregoing of which it should reasonably be aware.

Recognizing that the construction of .Other. :projects within the ' City may affect scheduling . of the '
construction for the Project, the Consultant shall diligently coordinate performance of the Services with

the City (through the Project Coordinator) in order to provide for the' safe, expeditious, economical and
efficient- completion ' of the . Project, without negatively impacting concurrent. work by others. The
Consultant shall coordinate the Services with all: of its sub -consultants, as well as other consultants,

including, without limitation, City provided consultants (if a- ny).

2. 4

The: Consultant warrants. and represents to City that all of the. Services required under this

Agreement shall be .performed. in accordance with the standard of care normally exercised iri. the
design of'comparable. projects in South Florida. Consultant warrants and represents to the City that it

is experienced, fully qualified,. and properly Licensed ( pursuant to Applicable :Laws) to perform the
Services. Consultant warrants and represents to City that it is responsible for the technical accuracy

of the Services ( including, without limitation, the Design Documents contemplated. in Schedule " A "'
hereto). - . .

CITY APPROVED A & E FORM ( AUGUST 2010)

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2. 5

The Consultant' s Basic Services Shall consist of five (5) Tasks ( inclusive of planning, design,

bidding /award, construction administration., and Additional Services [ as may be approvedj),. all as
further described in Schedule " A" hereto; and shall also include any and all of Consultant's .
responsibilities and obligations with respect to the Project, as set forth in 'the General Conditions of the.

Contract for Construction ( attached as Schedule " F" hereto).

2. 5. 1

Planning Services :.

Consultant shall . provide planning services for_the Project, as required by the Contract
Documents and as set forth in Task 1 of Schedule "A" hereto ( entitled " Planning Services ").

2. 5. 2

Design Services:

Consultant shall_ prepare Design Documents for the Project, as required by the Contract
Documents and.as set forth. in Task 2 of Schedule " A" hereto (entitled "Design Services ")
2. 5: 3

Bidding And Award Services:

Consultant shall .provide bidding and award services for the Project, as required by the Contract
Documents and as set forth in Task 3 of Schedule ` A" hereto ( entitled " Bidding and Award.
Services ").

2.5. 4 -

Construction Administration Services:

Consultant shall provide construction administration services for the Project, as required by the

Contract Documents -and: as set forth in Task 4 of Schedule " A" hereto ( entitled "Construction
Administration Services ")..

2. 5. 5 .

Additional Services: .

If required ( and so approved) by-the City, Consultant shall provide Additional Services, as set
forth in Task 5 of Schedule "A" hereto.

2. 6 RESPONSIBILITY FOR'CLAIMS AND LIABILITIES: Written decisions and /or approvals issued

by the City shall not constitute nor be deemed a release of the responsibility and liability of the
Consultant ( or of any of its officers, employees, sub-consultants, agents, and /or servants),. for the
accuracy and competency of its /their designs, working drawings, plans, technical specifications, or
other technical documents, nor shall such approval 'and/ or decisions be deemed to be an assi mptiorl

of such responsibility by the City for a defect, error or omission in designs, working drawings, plans,
technical specifications, or other technical documents; provided; however, that the Consultant shall be

entitled to reasonably rely upon the accuracy and validity of written decisions and approvals furnished
by the City pursuant to this Agreement.
CITY APPROVED A & E FORM ( AUGUST 2010)

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2. 7 TIME: It is understood that time is of the essence in the completion of the Project and, in this
respect the parties agree as follows:

Term:

2. 7. 1

The term of this Agreement shall commence upon execution by the . parties

subjectto approval of the Agreement by the Mayor and City Commission) (

the Effective Date),

and shall be in effect until all Services are completed. or until; the work and /or services under the
Notices to Proceed' in force at the end of the statedperiod of time have been completed and the :.

Services accepted, whichever may be later.

2. 7.2

The Consultant shall perform the Services as expeditiously as is consistent with -the

standard of professional skill and care required by this Agreement, and the orderly progress of the
Work.

2. 7. 3 .

The Services shall be performed in a mariner that shall conform with the approved

Project Schedule, attached to as Schedule " E" hereto. ` The Consultant may submit requests for
an adjustment to the Project Schedule, if made necessary because of undue. delays resulting from.

untimely review taken by the City ( or other governmental authorities having jurisdiction over the
Project) to approve the Consultant's. submissions,. or any other portion of the Services requiring

approval by the City. (or .other- governmental authorities having jurisdiction over. the Project).
Corisiiltant shall immediately provide the Project Coordinator with written notice stating the reason

for the particular delay; the. requested adjustment ( i ..e.. extension) to the Project Schedule; and a
revised anticipated schedule of completion. Upon receipt and review of Consultant's request (and

such other documentation as the Project Coordinator may require), the .Project Coordinator may
grant a reasonable extension of time for completion of the particular work involved, and authorize
that the appropriate adjustment be made to the Project Schedule.

The Project Coordinator's

approval ( if granted) shalt be in writing.

2. 7. 4

Nothing inthis Section 2.7 shall prevent the City from exercising its rights to terminate

the Agreement,' as provided elsewhere herein:

2: 8 Consultant shall use its best efforts to maintain a constructive, professional, cooperative working

relationship With. the Project Coordinator, Contractor, and any and all other individuals and /or firms that
have been contracted, or otherwise retained, to perform Work on the Project:
2. 9

The Consultant shall perform its duties under this Agreement in a competent, timely .and

professional manner, and shall be responsible to the City for any failure in its performance, except to
the eXtent that acts or omissions by the City make such performance impossible.
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CITY APPROVED A & E FORM ( AUGUST 2010)

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The Consultant is responsible for the professional quality, ' technical ' accuracy, completeness,
performance .and coordination of alIwork required under the Agreement (including the work performed

by sub =consultants), withinthe specified time period and specified cost; The Consultant shall perform

the work utilizing. the skill, knowledge, arid judgment ordinarily possessed and used by a proficient'
consulting with respect to the disciplines required for the performance of the Work in the State of
Florida. The Consultant is responsible for,. and shall represent to City that the work conform's to City's

requirements, as set forth in the Agreement. The Consultant shall :be and remain liable to the City for

all damages to the City caused by the Consultant's negligent acts or errors or omissions in the
performance of the work.. In addition to all other rights and remedies, which the City may have, the

Consultant shall, at its expense, re- perform all or any portion of the Services to correct any
deficiencies which result from the Consultant's . failure to perform in accordance with - the above

standards. The Consultant shall also be 'liable for the replacement or repair of any defective materials

and equipment and re- performance of any non-conforming construction services. resulting from such

cleficient. Consultant services for a period from the Effective Date of this Agreement, until twelve ( 12) -

months following. final acceptance of the Work, and for the period of design liability required by
applicable law. The Project Coordinator shall notify the Consultant, in writing, of any deficiencies and
shalt approve the method and timing of the corrections. Neither the City's inspection, review, approval

or acceptance of,.nor
- payment for, any of the work required under the Agreement shall be construed to
relieve the Consultant ( or any sub -consultant) of its obligations and responsibilities under the

Agreement, nor constitute. a waiver of any of the City's rights under the Agreement, or of any cause of
action arising out of the performance of the Agreement. The .Consultant and its sub -consultants shall

be' and rernain. liable to the City in accordance with Applicable Laws for all damages to City caused by
any failure of the Consultant or its sub -consultants to comply with the terms and conditions of the..

Agreement or by the Consultant or any sub -consultants' misconduct, .unlawful acts, negligent acts,
errors or omissions in the performance of the Agreement. With respect to the performance of work by

sub -consultants, the Consultant shall, in, approving and accepting. such work, ensure the professional

q.uality,. coinpieteness, and .coordination of the sub -consultant's work.

2. 9. 1

The Consultant shall be -responsible for deficient, defective services and any resulting

deficient, defective construction services re- performed within twelve ( 12) months following final
acceptance and- shall be subject to further re- performance, repair and replacement for twelve

12) months from the date of initial re- performance, not to exceed twenty- four -months ( 24) from
finch acceptance.

2. 9, 2

Consultant Performance Evaluation: The Consultant is advised that a performance

evaluation of the work rendered throughout this Agreement will be completed by the City and

kept in the City' s files for evaluation of future solicitations.

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The City shall have the right, at any time, in .its sole and absolute discretion, to submit for .
review to other consultants ( engaged by the City at its expense). any or all parts of the Services and

2, 10

the Consultant shall fully cooperate in such review(s). Whenever others are required to verify, review,

or consider any work performed by Consultant (including, without limitation, contractors, other design .
professionals, and /or other consultants retained by the City), the intent of such requirement is to
enable the

Consultant to

receive

input from

professional expertise to identify any

others'

discrepancies, errors or omissions that are inconsistent with. industry standards for design or
construction of comparable projects; or which are inconsistent with Applicable Laws; or which are

inconsistent with standards, decisions or approvals provided by the City under this Agreement.
Consultant will use reasonable care and skill,

in , accordance and

consistent with customary

professional standards, in responding to items identified by other reviewers in accordance with this
subsection. Consultant shall receive comments from reviewers, in writing, including, without limitation

and where applicable), via a set of marked -up drawings and specifications. Consultant shall address

comments -forwarded to- it in a timely manner. The' term " timely" shall be defined to mean. as. soon as

possible under the circumstances, taking into account the timelines of the Project Schedule.
2. 11. [
2. 12

Intentionally Omitted]

Consultant agrees that when any portion of the Services ! elates- to a professional .service

which, under Florida Statutes, requires a license, certificate of authorization, or other form of legal

entitlement to .practice and /or :perform such Service(s), it shall employ and /or retain only qualified duly
licensed certified personnel to provide same.

Consultant agrees to designate, in writing, within five' (5) calendar days after issuance of the

firstNotice to Proceed, a qualified licensed professional to serve as its project manager ( hereinafter referred to as the " Project Manager"). The Project Manager shall be authorized.and. responsible to act

on behalf of Consultant with respect to directing., coordinating and administrating all. aspects of the .
Services.

Consultant's Project Manager ( as well as any replacement) shall be subject to the prior.

written approval of the City Manager or his designee ( who in this case shall be the Project
Coordinator). . Replacement ( including reassignment) of an approved Project Manager shall:. not be
made . without the prior written approval of the City Manager or his designee ( i. e. the Project
Coordinator).

Consultant agrees, within fourteen ( 14) calendar days of receipt of written notice from

the City Manager or his designee ( which notice shall state the .cause therefore)., to promptly
remove and replace a Project Manager, or any other personnel employed orotherwise retained

by Consultant for the Project ( including, without limitation, any sub -consultants).
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2. 14

Consultant agrees. not to divulge; furnish or make available to any third party( ies), any non-

public information concerning the Services or the Project, without the prior Written .consent of the City
Manager or his designee who shall be the. Project' Coordinator), unless such disclosure is incident to

the ' proper performance of. the Services; or the disclosure is required pursuant to Florida Public

Records laws; or, in the course of judicial proceedings, where such .information has been properly
subpoenaed. Consuitant. shall also require its employees and sub- consultants to comply with this
subsection.:

2. 15 ' .

The City and Consultant acknowledge that the Services do not delineate every detail-and minor.

work task required to be performed. by Consultant to complete the Project. if, during the course of

performing of the Services, Consultant detefrnines. that work should be performed to complete the
Project which is, in the Consultant's reasonable opinion, outside the level .of effort originally anticipated :
in the Scope of Services, Consultant shall promptly notify the Project Coordinator, in writing, and shall

obtain the Project Coordinator's written consent before proceeding with such work. If Consultant

proceeds with any such, additional work Without obtaining the prior written consent of the Project
Coordinator, said- work shall be deemed to be within the original Scope of. Services, and deemed

included' as a Basic Service ( whether or not specifically addressed` in the $

cope of Services). Mere

notice by Consultant to the Project' Coordinator shall not constitute authorization or approval by the
Performance of any .such work by Consultant without the prior written.
consent of the Project Coordinator shall be undertaken at Consultant' s sole risk 'and liability.
City to perform such work.

2..16

Consultant shall establish, maintain, and categorize any and all' Project documents

and

records pertinent to the Services and shall .provide the City, upon request, with copies of any and all..

such documents and /or records. ln' addition, Consultant shall provide electronic document files to the
City upon completion of the Project. '

The City's participation in the design and construction of theProject shall in no way be deemed
to relieve the Consultant of its professional duties and responsibilities under the Contract .Documents
2. 17

or under Applicable Laws. .

2. 18.

GREEN. BUILDING STANDARDS:

The Consulta'ntshall comply with the ;requirements of Section 255.2575,' Florida' Statutes, and Chapter

100 of the City 'Code, as both may. be amended from time to time, addressing appiicable Leadership in
Energy and..Environmental Design ( LEED) compliance requirements..

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2. 19.

SUB -CONSULTANTS:

All services provided by sub -consultants shall be consistent with

those commitments ,made by the Consultant In its Proposal and during the competitive solicitation
selection process and interview. Such services shall be undertaken and performed pursuant to
appropriate written agreements between the Consultant and the sub -consultants, which shall contain

provisions that preserve and protect the rights of the City under this Agreement. Nothing contained in

this Agreement shall create any contractual relationship between the City and the sub -consultants.

TheConsultant shall not retain, add, or replace any sub- consultant without the priorwritten approval of .
the City Manager, in response to a written request from the Consultant stating the reasons for any
proposed substitution. Any approval of a sub -consultant by the City Manager shall not in anyway shift

the responsibility for the quality and acceptability by the City of the services performed by the sub-
consultant from the Consultant to the City. The quality of services and acceptabilityto the City of the
services performed by sub -consultants shall be the sole -responsibility of Consultant. The Consultant
shall cause the names 'of sub -consultants responsible for significant portions of the Services to be
inserted on the plans and specifications.

ARTICLE 3. THE CITY' S RESPONSIBILITIES

3.1 The City Manager shall designate a ' Project Coordinator, in writing, who shall be the City's
authorized representative to coordinate, direct, and review all matters related to this Agreement and

the Projectduring the design and construction of same ( except unless otherwise expressly provided in.
this Agreement or the Contract Documents): The Project Coordinator shall be authorized ( without .

limitation) to transmit instructions, receive information, and interpret and define City' policies and

decisions with respect to the Services and the Project. However, ~the Project Coordinator is not

authorized-to issue any verbal' or written orders or instructions to Consultant that would have the affect
or.be interpreted as having the effect) of modifying or.changing, ( in any way) the following:
a)

the Scope of Services; .

b) the time within which Consultant is obligated to commenceand complete the Services; or

c) the amount of compensation the City is obligated or committed to pay Consultant.

3.2. The City shall make available to Consultant all information that the City has in its possession
Consultant hereby agrees and acknowledges that, in making any such
information available to Consultant, the City makes no express or implied certification warranty,

pertinent to the Project.

and /or representation as to the accuracy or completeness of such information, . The- Consultant
understands, and hereby agrees and acknowledges, that it is obligated to verify to the extent it deems
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necessary all information furnished by the City, and that it is solely responsible .for.the accuracy and '
applicability of all such information used by Consultant.

Such .verification shall include, Without

limitation, visual examination of existing conditions in all locations encompassed by the Project, where
such examination can be made without using destructive .measures ( i. e. excavation or demolition).

Survey information shall be spot checked to the extent that Consultant has satisfied itself as to the
reliability of the information.

3. 3 [

Intentionally Omitted]

3. 4 At anytime, in his /her sole discretion, the City Manager may furnish accounting, and insurance

counseling services for the Project ( including, without Limitation, auditing services to verify- the
Consultant's applications for payment, or to ascertain that Consultant has properly remitted payment
due-to its sub -consultants or vendors).

3. 5.

if the City observes or otherwise becomes aware of any fault' or defect in the Project, or non-

conformance with the Contract Documents, the. City, through. the Project Coordinator, shall give ,prompt
written notice thereof to the Consultant.
3. 6

The City, acting in its proprietary capacity as Owner and not in its regulatory capacity, shall render

any administrative. approvals and. decisions required under this Agreement; in writing, as reasonably
expeditious for the orderly progress of the Services and of the Work. No City administrative
proprietary)-. approvals and/ or decisions required under this Agreement shall be unreasonably

conditioned, withheld, or delayed; .provided, however, that the City shall at all times have the right to
approve or reject any such requests for any reasonable basis..
3. 7

The City Commission shall be the final authority to do or to approve the following.actions or

conduct, by passage of an enabling resolution or amendment to this Agreement:

3.7.1 Except where otherwise expressly noted in the Agreement or the Contract
Documents, the City Commission shall be the body to consider, comment upon, or approve
any amendments or modifications to this Agreement.

3.7.2 The City Commission shall be the body to consider, comment upon, or approve any
assignment, sale, transfer or subletting of this Agreement. Assignment and transfer shall be
defined to also include sale of the majority of the stock of a: corporate consultant.

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3. 7. 3 Upon written request from Consultant, the City Commission shall hear appeals' from
administrative decisions of the City Manager or the Project Coordinator. In such cases, the
Commission' s decision shall be final and binding upon all parties.

3.7.4 The City Commission shall approve or consider all Contract Amendments that exceed
the sum of twenty five thousand dollars ($ 25, 000. 00) ( or other such amount as may be ,

specified by the City of Miami Beach Procurement Ordinance, as amended).

3. 8 Except where otherwise expressly noted in this Agreement, the City Manager shall serve 'as the
proprietary). requests

City's primary. representative to whom administrative (

for decisions

and

approvals required hereunder by the City shall be made. Except where otherwise expressly noted in
this Agreement or the Contract Documents, the City Manager shall issue decisions and authorizations
which' may include, without limitation, proprietary review, approval, or comment upon the schedules,
plans, reports, estimates, contracts, and other documents submitted to the City by Consultant.

3. 8. 1 The CIty Manager shall have prior review and approval of t' he Project

Manager (

and

any replacements) and of any sub -consultants ( and any replacements). .

3. 8.2 The City Manager shall decide, and render administrative ( proprietary.) decisions on

matters arising pursuant to this Agreement which are not otherwise expressly provided for in
this Agreement.

In his /her discretion, the City Manager may also consult with the City

Commission on such matters. .

3. 8. 3. At the request of Consultant,`the City Manager shall be authorized, but not required,
to reallocate monies already budgeted toward payment of the Consultant;. provided,
however, that the

Consultant's compensation ( or other budgets established

by this

Agreement) May not be increased without the prior approval of the City Commission, which
approval ( if granted at all) shall be in its sole and reasonable discretion.
3. 8. 4 [ intentionally Omitted]

3: 8. 5 The City Manager may approve Contract Amendments which do not exceed the sum
of twenty five thousand dollars ($ 25, 000. 00) ( or other such amount as may be specified by
provided that no such -

the City of Miami Beach Purchasing Ordinance, as amended);.

amendments increase any of the budgets established by this Agreement.

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3. 8. 6' The City Manager may, in his/ her sole discretion, form a committee or-committees, or
inquire

of,

or

consult

persons

with,

for the

purpose: of

receiving

advice

and

recommendations relating to the exercise of the City's powers, duties, and 'responsibilities.
under this Agreement or the Contract Docurnents.. .

3. 8. 7 The City Manager shall be the City Commission' s authorized rep-resentative with

regard to acting 'on behalf of the City in the event of issuing any default notice(s) under this
Agreement, and, should such default. remain uncured, in terminating the Agreement
pursuant to and in accordance with Article 10 hereof).

ARTICLE 4. RESPONSIBILITY FOR CONSTRUCTION COST

The City has, established the Construction Cost Budget for the Project, as set forth in Schedule

4 ;1

D ",attached hereto.

4.2.

Consultant shall certify and. warrant to the City all estimates of Construction Cost prepared by

Consultant. .

4. 3.

Consultant shall warrant and, represent to the -City that its review and evaluation . of the

Construction Cost Budget, Statement of Probable Construction Cost, and. any other cost estimates -

prepared ( or otherwise provided) by Consultant for the Project, represent Consultant' s best judgment
as an .experienced design professional familiar with the construction industry; provided, however, that
Consultant cannot ( and does not) guarantee that bids or negotiated prices will- not vary from any
estimates of Construction Cost or other cost evaluatidn(s) prepared ( or otherwise provided) by
Consultant.

4.4

The Construction. Cost Budget ( as established in Schedule " D" hereto) shall not be exceeded

without fully justifiable, extraordinary, and unforeseen circumstances ( such as Force Majeure).which
are .beyoiidthe controlof the parties. Any expenditure above this amount shall.be subject to prior City
Commission approval which, if granted at all; shall be at the sole and reasonable discretion of the City
Commission.
The City Commission shall have no obligation to approve an increase in the
Construction. Cost Budget and, if such budget is exceeded, the City Commission may, at its sole and
reasonable discretion,, terminate this Agreement ( and the remaining Services) without any further
liability to the City.

4. 5. If the lowest and best base bid exceeds the Construction Cost Budget by more than five percent
5%),

the City Commission may, at its sole option and discretion; elect any of the following options: ( 1)
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approve an increase to the Construction Cost Budget; ( 2) reject all bids, and ( at its option) authorize

rebidding of the Project; ( 3) abandon the Project and terminate the remaining Services without any
further liability to the City; (4) select as many Deductive Altematives as may b'e .necessary to bring the
lowest and best bid within the Construction Cost Budget; or ( 5) work with the Consultant to reduce the
ProjectScope, construction schedule, sequence of Work, or such other action,. as deemed necessary,

to reduce the Construction Cost Budget..in the event the City elects to reduce the Project Scope, the
Consultant shall provide any required revisions to the Contract Documents ( including, without
limitation, the Construction Documents), and provide re- bidding services, as many times as reasonably

requested by the City, at no additional cost' to the City, in order to bring any -resulting, responsive
and responsible bids within five percent (5 %) of the' Construction Cost Budget.
ARTICLE 5. ADDITIONAL SERVICES

5. 1 Additional Services shall- onlybe performed by Consultant following receipt of written. authorization

by the Project Coordinator (which authorization must be. obtained prior to commencement of any such .
additional'work by Consultant). The written authorization shall contain a description of the Additional '

Services required; an hourly fee ( in accordance with the rates in Schedule " C" hereto), with a " Not to
Exceed" amount; Reimbursable .Expenses ( if any) with a " Not to ' Exceed" amount; the .amended

Construction CostBudget (if applicable); the time required to complete the Additional Services; and an
amended Project Schedule ( if applicable). " Not to Exceed" shall mean the maximum cumulative hourly

fees allowable ( or,. in the case of Reimbursable Expenses, the maximum. cumulative expenses

allowable), which the Consultant shall not exceed without further written authorization. of the Project .
Coordinator: The " Not to Exceed" amount is not a guaranteed maximum cost for the additional work
requested ( or, in the case ofReimbursables, for the expenses); and all costs applicable to same shall
be verifiable through time sheets ( and, for Reimbursables, expense reviews).
5. 2

Additional Services may include, but not be limited to, the following:

5. 2. 1 Providing additional work relative to the Project which arises from .subsequent
circumstances 'and causes which do not currently exist, or which are not contemplated by
the parties at the time of execution of this Agreement (excluding circumstances and causes

resulting from error, omission., inadvertence, or negligence of Consultant). .

5.2.2 Serving as. an expert witness in connection with any public hearing, arbitration

proceeding, or legal proceeding, unless the subject matter at issue has arisen from the error
omission, inadvertence, or negligence of Consultant.

5. 2.3 [ Intentionally Omitted]

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5. 2: 4 Assistance in connection ,with bid protests, re- bidding, or re- negotiating contracts

except for Contract Document revisions and re- bidding services required under Section 4. 5
hereof, which shall be provided at no additional cost to' City).

ARTICLES: REIMBURSABLE EXPENSES

6. 1' . Reimbursable Expenses are an allowance set aside by the City and- shall include actual

expenditures made by the Consultant in the interest of the Project. .

The Reimbursable Expenses

allowance, as specified in_Schedule " B" hereto, .belongs to, and shall be controlled by, the City. Any

money not directed to be used by City for Reimbursable Expenses shall remain with the :City ( i. e.
unused portions will not be paid to Consultant).

NotWithstanding the above, any Reimbursable Expenses in excess of $ 500 must be authorized, in. -

advance, in writing, by the Project Coordinator. Invoices or vouchers for Reimbursable Expenses shall
be submitted to the Project Coordinator (along with any supporting receipts and other beck -up material

requested by the Project Coordinator). Consultant shall certify as to each such invoice and /or voucher
that the amounts and items claimed as reimbursable are "true and 'correct.and in accordahce with the
Agreement." . .

6. 2 Reimbursable Expenses may include, but not be' limited to, thefollowing:

6.2.1 Cost of reproduction, courier, and postage and handling of drawings, plans;

specifications, and other Project documents ( excluding reproductions for the office use .of
the Consultant and its sub -consultants, and courier, postage and handling costs between
the Consultant and its sub -consultants). -

6. 2. 2

6. 2. 3

Costs for reproduction' and preparation of graphics for community workshops.

Permit fees required by City of Miami Beach regulatory. bodies having jurisdiction

over the Project (i. e. City permit fees). .

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ARTICLE 7. COMPENSATION FOR SERVICES

7: 1 Consultants " Not to Exceed" fee for provision of the Services shall be negotiated 'between City
and Consultant, and shall be set forth in Schedule " B" hereto: .

7: 2 Payments for Services shall be made within forty -five ( 45) calendar days of receipt and approval
of an acceptable invoice by the Project Coordinator. Payments shall be made. in proportion to. the
Services satisfactorily performed, so that the payments for Services ' never. exceed the progress
percentage noted in the Consultant's Progress Schedule (to be submitted with each invoice). No markup shall be allowedon subcontracted work. .

7. 3 Approved Additional Services shall be compensated in accordance with the hourly rates set forth
in. Schedule " C," attached hereto. Any request for payment of Additional Services shall be included
with a Consultant payment. request.

No mark -up shall be allowed on Additional Services ( whether

sub -contracted or not).

7.4 Approved Reimbursable Expenses shall be paid in accordance with Article 6 hereto, up to the .

Not to Exceed" Reimbursable allowance amount in Schedule "B" hereto. Any request for payment of .
Reimbursable Expenses shall also be included with Consultant's payment request. No mark -up shall .
be allowed on Reimbursable Expenses:

7.5 ' ESCALATION :.

During the Term of this Agreement, the City may, by written directive approved

and executed by the City Manager, adjust the fees included in the Hourly Billing Rate" Schedule in.
Schedule " C" hereto, to reflect the change in the Consumer Price Index ( CPI) on, a year toyear basis.
Such adjustment will be based on the cumulative change of the CPI for the Miami urban'. area,
provided that in no event shall any the annual increase 'exceed three percent (3 %).

7:6 No retainage shall be made from the Consultant' s compensation on account of sums withheld by .
the City on .payments to Contractor...

7.7. METHOD .OF BILLING AND PAYMENT. Consultant shall invoice the Project Coordinator in a
Invoices shall identify the nature and

timely. manner, but n6 more than once on a monthly basis.

extent of the work performed; the total hours of work performed by employee category; and the
respective hourly billing rate, associated therewith. In the event sub -consultant work is used, the
percentage of completion shall beidentified. Invoices shall also itemize and summarize any Additional

Service'
ervices and /.or Reimbursable Expenses. A copy of the written approval of the Project Coordinator for
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the requested Additional Service( s) dr Reimbursable Expense(s) shall accompany. the invoice.

If requested, Consultant shalt provide back -up for past and current invoices that

7.7. 1

records hours for all work ( by employee category), and cost itemizations for Reimbursable
Expenses ( by category).

7. 7. 2

The City shall pay Consultant within forty-five ( 45) calendar days from receipt and

approval of an acceptable invoice by the Project Coordinator.

7. 7. 3

Upon completion of the Services, Consultant's final payment shall require the prior

written approval of the City Manager before- disbursement of same.

ARTICLE 8. CONSULTANT' S ACCOUNTING AND OTHER RECORDS

8. 1 All books, records ( whether financial or otherwise), correspondence, technical documents, and

any other records or documents related to the Services and /or Project will be available for examination
and audit by the City Manager, or his /her authorized representatives, at Consultant's office ( at the
address designated in Article 15 [" Notices "j), during customary .business hours. All such records shall

be kept at least for a period of three ( 3) ' years after Consultant' s completion of the Services.

Incomplete or incorrect entries in such , records and accounts relating personnel services- and
expenses may be grounds for City's disallowance of any fees or expenses based upon such entries:
Consultant shall. also bind its sub-consultants to the requirements of this Article and ensure
compliance therewith

ARTICLE' 9. OWNERSHIP OF PROJECT DOCUMENTS

9. 1 All notes, 'correspondence, documents, plans and specifications, designs, drawings, renderings,
calculations, specifications, models, photographs, reports, surveys, investigations, and any other

documents (whether completed or partially completed) and copyrights thereto for Services performed
or produced in the performance of this Agreement,. of related to the Project, whether in paper or other.
e

hard copy medium or in electronic medium, except with respect to copyrighted standard details and
designs owned by the Consultant.or owned by a third party and licensed to the Consultant for use and

reproduction, shall become the property of the City. Consultant shall deliver all such documents to the
Project Coordinator within thirty ( 30) days of completion of. the .Services ( or within thirty ( 30) days of
However, the City may grant

expiration or earlier :termination of this Agreement as the case may be).

an exclusive license of the copyright to the Consultant for ' reusing and reproducing copyrighted
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materials or portions thereof as authorized by the City Manager in advance and in writing, In addition,
the Consultant shall not disclose, release,. or make available any document to..any third party without

prior written approval from the City Manager. The Consultant shall warrant to the-City that it has been
granted a license to use and reproduce any standard details and designs owned by a third party and

used or reproduced by the Consultant in the performance of this Agreement. Nothing, contained herein
shall be deemed to exclude any document from Chapter 119, Florida Statutes..
9. 2 The Consultant is permitted to reproduce copyrighted. material described -above subject to prior
written approval of the City Manager.

9. 3 At the City's option, the Consultant may be authorized, as an Additional Service, to adaptcopyrighted material for additional or other work' for the City; however, .payment to the Consultant for
such adaptations will be limited to an amount not greater than 50% of the original fee earned to adapt
the original copyrighted material to a new site. .

9. 4 The City shall have the right to modify the Project or any components thereof without permission
from the Consultant or without any additional compensation to the Consultant. The Consultant shall
be released from any liability resulting from such modification.

9. 5 The Consultant shall bind':all sub -consultants to the Agreement requirements for re -use of plans
and. specifications.

ARTICLE 10. TERMINATION OF AGREEMENT

10. 1 TERMINATION FOR LACK OF FUNDS: The City is a governmental entity and. is subject to the

appropriation of funds by its legislative body in an amount sufficient- to allow .continuation of its:
performance in accordance with the terms and conditions of this Agreement. In the event there is .a

lack of adequate funding either for the Services or the Project ( or both), the City may terminate this
Agreement without furtherliability to the City.
10. 2 TERMINATION FOR CAUSE:

The City, through the City Manager, may terminate this

Agreement for cause, upon written notice to Consultant, in the event that the Consultant ( 1) violates

any provision of this Agreement or : performs same in ' bad faith; ( 2) unreasonably delays the
performance of the Services or any portion thereof; or (3) does not perform the Services or any .portion

thereof in a timely and satisfactory manner. in the case of termination for cause by the City, the
Consultant shall first be granted a thirty ( 30) day cure period ( commehcing upon receipt of the initial
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written notice of default from the City).

10.2. 1 In the event this Agreement is terminated for' cause by the City, the City, at its sole
option and discretion, may take over the remaining Services and complete them by
contracting with another consultant(s), or otherwise. The Consultant shall be liable to the City
for any additional .cost(s) incurred by the City due to such termination.. " Additional Cost" is
defined- as the difference between.the actual cost of completion of the Services, and the cost
of completion of such Services had the Agreement not .been terminated.

10. 2.2 In the event of termination for cause by the City, the City shall only be obligated to

pay Consultant for those Services satisfactorily performed and accepted' prior to the date of
termination ( as such date is set forth in, or can be calculated from, the City's initial written
default notice).

Upon payment of any amount which may be due to Consultant pursuant to

this subsection 10. 2. 2, the City shall have no further liability to Consultant.

10.2. 3 As a condition precedent to release of any payment which may be due to Consultant

under subsection 10. 2.2, the Consultant shall promptly assemble and deliver to the. Project
Coordinator any and all Project documents prepared ( or caused to be prepared) by

Consultant(including, without limitation, those referenced in subsection 9. 1. hereof).

The City

shll not be responsible for 'any cost incurred by Consultant for assembly, copy, and /or
delivery-of Project documents pursuant to this subsection.

10.3 TERMINATION FOR -CONVENIENCE: In addition to the City' s right to-terminate for cause, the

City through the City Manager, may also terminate this Agreement, _upon fourteen ( 14) days prior
written 'notice to Consultant for convenience, without cause, and without penalty, when ( in its sole
discretion) it deems such termination to be in the best interest of the City:. In the event the City
terminates the .Agreement for convenience, Consultant shall be compensated for all Services..

satisfactorily performed and accepted up to the termination date ( as set forth in the City's written
notice), and for Consultant's costs in assembly and delivery to the Project Coordinator of the Project
documents ,(referenced in subsection 10. 2. 3 above).

Upon payment of any amount which may be due

to Consultant pursuant this subsection 10..3, the City shall have no further liability to Consultant.
The Consultant may only terminate this Agreement for

10. 4 TERMINATION' BY CONSULTANT: ,

cause, upon thirty ( 30) days prior written notice to the City, in the event that the City willfully violates

any provisions of this Agreement or unreasonably delays payment of the. Services or any portion
thereof. In the event of a termination for cause by Consultant, the City shall pay Consultant' for any

Services satisfactorily performed and accepted up to the date of termination; provided, however, that
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the City shall first be granted a thirty ( 30) day cure period ( commencing upon receipt -of Consultant's
initial written. notice).

10.4. 1 The Consultant shall have no right to terminate this Agreement for convenience.
In the event of termination ( whether for cause or

10. 5 IMPLEMENTATION OF TERMINATION:

for .convenience),
termination: (

the Consultant shall immediately, upon receipt of the City' s. written notice of

1) stop the performance of Services; ( 2) place no further orders or issue any other

subcontracts, except for those which may have already been approved, in writing, by the Project -

Coordinator; ( 3) terminate all existing orders and subcontracts; and ( 4) promptly assemble all Project
documents ( for delivery to the Project Coordinator).
ARTICLE 11. INSURANCE

At all times during the 'Term of this Agreement, Consultant. shall maintain the following

11. 1

required insurance coverage in full force and effect. The Consultant shall not commence any work until

satisfactory proof of all required insurance coverage has been furnished to the Project Coordinator:
a) Professional Liability Insurance, in the amount of one million dollars ($ 1', 000, 000. 00),
occurrence, with a maximum deductible of $ 150, 000 .per occurrence, $

per

450, 000 aggregate.

Consultant shall notify the Project Coordinator, in writing, within thirty. (30) days of any claims
filed or made against its ProfessionalLiability Insurance policy. -
b)

Comprehensive General ' Liability , Insurance,

in the amount of one million ' dollars

Single Limit Bodily Injury and Property Damage coverage, for each
occurrence, which shall include products, completed operations, . and contractual liability .
1, 000, 000. 00), -

coverage. The City of Miami Beach, Florida must' be named as an additional insured on this
policy.

c) Worker's Compensation and Employer' s Liability coverage within the statutory limits
required under Florida law.

11. 2

The Consultant must give the Project Coordinator at least thirty ( 30) days prior written notice

of cancellation or of substantial modifications in any required insurance coverage. All certificates and
endorsements shall contain this requirement.

11. 3

The insurance must. be furnished by an insurance company rated B +:VI or.'better, or its
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equivalent, according to Bests' Guide Rating Book, and by insurance companies duly authorized .to do
business in the State of Florida, and countersigned by the company' s Florida resident agent.

11. 4

Consultant shall provide the Project Coordinator with a certificate of insurance of all. required

insurance policies. The City reserves the right to require a certified copy of such policies, upon written
request to Consultant.

ARTICLE 12: INDEMNIFICATION AND HOLD HARMLESS

12. 1

Pursuant to Section 725. 08, Florida Statutes, the Consultant shall indemnify. and hold

harmless the City and its officers, employees, agents, and instrumentalities, from liabilities;' damages,
losses, and costs, including; but not limited to, reasonable attorneys' fees, to the extent caused by the
negligence, recklessness, :or intentionally wrongful conduct of the. Consultant and other persons

employed or utilized by the Consultant in the performance of this Agreement.

The. Consultant shall pay all claims and losses in connection therewith and shall investigate and
defend all claims, suits, or. actions of any kind or nature in the name of the City, where applicable, .

including appellate proceedings, and shall pay all costs, judgments, and attorney's .fees which may
issue thereon.

Consultant expressly Understands and agrees that any insurance .protection required

by this Agreement or otherwise provided by. Consultant shall in no ' Way limit its responsibility to
inderrinify, keep, ' and. save harmless and defend the City or its officers,. employees, agents, andinstrumentalities as herein provided.

12.2

The Consultant agrees and recognizes that the Cityshall not be held liable or responsible

for any claims which may result from any negligent, reckless, or intentionally wrongful actions, errors
or omissions of the Consultant in which the City participated either' through review or concurrence of

the Consultant' s actions.. In reviewing, approving or rejecting any submissions by the Contractor, or

other acts of the Consultant, the City in no way .assumes or shares any responsibility or liability of the
Consultant ( including, without limitation its sub -consultants and /or any registered professionals
architects and /or engineers) under this Agreement).
ARTICLE 13: ERRORS AND OMISSIONS
13. 1 '

ERRORS AND. OMISSIONS:

It is specifically agreed that any construction changes

categorized by the City as caused by. an error, an omission, or any combination thereof in the Contract
Documents that were prepared by the Consultant will constitute an additional cost to 'the City that
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would not have been incurred without the error. The damages to the City for errors, omissions or any
combinations thereof shall be' calculated as the total cost of any damages or incremental costs to the

City resulting out of the errors or omissions by the Consultant.

Damages shall include delay damages caused by the error, omission, or any combination. thereof.
Should the Consultant disagree that all or part of such damages are the result of errors, omissions, or

any combination thereof, the Consultant may appeal this determination, in wrifirig, to the City's Capital
Improvement Projects Director the Director). The Director' s decision on all claims, questions and

disputes shall be final, conclusive and binding upon the parties hereto unless such determihation. is

clearly arbitrary or unreasonable. In' the event that the Consultant does not agree with the decision of
the .Director, the Consultant shall present any such objections, in writing, to the City Manager. The
Director and the Consultant shall abide by the decision of the City Manager. This paragraph does not
constitute a waiver of any party' s right to proceed .iri. a court of competent jurisdiction 'after the above
administrative remedies have been exhausted.

ARTICLE 14. LIMITATION OF LIABILITY

The City desires to enter into this Agreement only if in so doing the City can place a limit on its liability
for any cause of action for money damages due to an alleged breach by the City of this Agreement, so
that its liability for any such breach never exceeds the " not to exceed" amount of the fee paid to
Consultant under this Agreement, less any amount(s) actually paid to Consultant hereunder.

Consultant hereby expresses its willingness to enter into this Agreement, :with Consultant's recovery

from the City for any damages for action for breach of contract to be limited t Consultant's " not to
exceed" fee under this Agreement; less any amount(s) actually paid by the City to the Consultant
hereunder,

Accordingly, and notwithstanding ariy other term or condition of this Agreement, Consultant hereby agrees that the City shall not be liable to Consultant for money damages due to an alleged breach by
the City of this Agreement, in an -amount in exces'sof the "not to exceed amount" of Consultants fees
under this Agreement, which amount shall be reduced by any amount(s) actually paid by the City to
Consultanthereunder.

Nothing contained in this subsectron, or elsewhere in this Agreement, is in any way intended to be a
waiver of the limitation placed upon City' s liability, as set forth' in. Section. 768..28, Florida Statutes.

25
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ARTICLE 15. NOTICE

Alf written notices given to City by Consultant shall be addressed to:

City Manager's Office
City. of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attn:

Jorge Gomez, Assistant City Manager

With. a copy to:

Capital Improvement Projects Office

City of Miami Beach

1700 Convention: Center Drive
Miami Beach, Florida 33139
Attn:

Charles Carreno, CIP Director

All written notices given to the Consultant from the City shall be addressed to:
Borreili - Partners, Inc.

2600 South Douglas Road, Suite 801

Coral Gables, Florida 33134
Attn:

Judy A. Carty, A1A, LEED, AP, NCARB, Principal -

in Charge

Ali notices .mailed to either party shall be deemed.to be sufficiently transmitted if sent by certified mail,. .
return receipt requested,

ARTICLE 16. MISCELLANEOUS PROVISIONS

16. 1

VENUE:

This Agreement shall be governed by, and construed in accordance with, the

laws of the State of Florida, both substantive and remedial, without regard to principles. of conflict of '

laws. The exclusive venue for any litigation arising out of this Agreement shall .beMiarni -Dade County,

Florida, if in state court,' and the U.S.. District Court, Southern. District of Florida, in. federal court. BY
ENTERING INTO THIS AGREEMENT, CONSULTANT ANDCITY EXPRESSLY WAIVE ANY RIGHTS.

EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO, OR
ARISING OUT OF, THIS AGREEMENT.
26

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EQUAL OPPORTUNITY. EMPLOYMENT GOALS: Consultant agrees that it will not

discriminate against any employee or applicant for employment for work under this Ag'reement
because of race, color,

national origin, religion, sex, gender identity, sexual- orientation, disability,

marital or familial status, or age, and will take affirmative steps to ensure that applicants are employed
and employees are treated during employment without regard to race, color, national: origin, religion,

sex, gender identity, sexual orientation, disability, marital or familial status, or age.
16. 3

PUBLIC ENTITY CRIMES ACT: In accordance with the Public Entity Crimes Act ( Section

287.133, Florida Statutes), a .person or affiliate who is a consultant, who has been. placed on the
convicted vendor list following a conviction for a public entity crime may not submit a bid on a contract

to provide any goods or services to the City, may not submit a bid on' a cbntract with the City for the
construction or repair of a public building or public work, may not bid on leases of real property to the
City, may not' be awarded or perform work-as a contractor, supplier, subcontractor, or subconsultant
under a contract with the City, .and may not transact business with the City in excess of the threshold
amount provided in Section 287.017, Florida Statutes, for Category Two, for a period of 36 months

from the date of being placed. on the convicted vendor list. For violation of this subsection by

Consultant, City shall have the right to terminate the Agreement without any liability to City, and
pursue debarment of Consultant

16.4

NO CONTINGENT FEE: Consultant warrants that it has not employed or retained any

company or person, other than a bona fide employee working solely for Consultant, to solicit or secure
this Agreement, and that it has not paid or agreed to pay any person, company, corporation, individual
or firm, other than a bona fide employee working solely for 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 subsection, City shall have- the right to terminate the

Agreement, without any liability or, at its discretion, to deduct from the contract price ( or otherwise
recover) the full amount of such fee, commission, percentage, gift, or consideration.

16. 5 '

LAWS AND REGULATIONS:

16. 5. 1.

The Consultant shall, ' during the Term of this Agreement, be governed by

Federal, State, Miami- Dade. County, and City laws, ordinances, and codes which may have a bearing on the Services involved in the Project.

27
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16. 5. 2

In accordance with Section 119. 07 ( 3) (

Project Documents.

ee),

Florida .

Statutes, entitled " Inspection, Examination, and Duplication of Records; Exemptions,"

all

building plans, blueprints, schematic drawings, and diagrams, including draft, preliminary, and
final formats, are exempt from the provisions of Section 11.9. 07( 1),

Florida Statutes ( inspection

Information
and copying of public records),- and s. 24(a), Article I of the State Constitutioh.

made' exempt by this paragraph., with prior written approval from the City Manager, may be
disclosed to another entity to ' perform its duties and responsibilities; lo a licensed architect,
engineer, orcontractor.who is performing work on or related to the Project; or upon a showing
of good .cause before a court of competent jurisdiction. The entities or persons receiving such
information shall maintain the exempt status of the information.

16 :5. 2. 1

In addition to the requirements in this. subsection 16. 5. 2, the Consultant

agrees, to abide by all applicable Federal, State, and City procedures, as may be
amended from time to time, by which the documents are handled, copied, arid
distributed which may include, but is not limited to, each employee of Consultant and
sib-consultants that will be involved in the Project being orequired to sign an agreement

stating that they will riot copy, duplicate, or distribute the documents unless authorized
by the City Manager, in writing.
16. 5. 2.2

The Consultant and its sub -consultants agree in writing that the %Project.

documents are to be kept and maintained in a secure location.

16. 5.2. 3 .

Each set of the Project documents are to be numbered and the

whereabouts of the documents shall be tracked at all times.

16. 5. 2.4

A log is developed to track each set of documents logging in the date;

time, and name of the individuals) that work on or view the .documents:
16. 6.

CORRECTIONS TO CONTRACT DOCUMENTS: The Consultant shall prepare, without

added compensation, ail necessary supplemental documents to correct errors, omissions, and /or '

ambiguities which may exist in the Contract Documents prepared by Consultant, including documents

prepared by its sub -consultants. Compliance with this subsection shall not be construedto relieve the
Consultant from any liability resulting from any such errors, omissions, and /or ambiguities in the
Contract Documents and other documents or Services related thereto.

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1.6. 7

WARRANTY: The Consultant warrants that the Services furnished to the City under this

Agreement shall conform to the quality expected. of and usually provided by the .profession in the State
of Florida applicable to the design. and construction. of .public and commercial facilities.
16. 8 '

NON=EXCLUSIVITY:

Notwithstanding any provision of this non -exclusive Agreement, the

City is not precruded from retaining or utilizing any other architect, engineer, design professional or
other consultant t perform' any incidental Basic Services, Additional Services, or other professional'
The Consultant 'shall ' have ' no claim,

services within the contract limits defined in the Agreement.

against the City as a result of the City electing to retain or utilize such other architect, engineer, .design
professional, or other consultant to perform any such incidental Services. .
16. 9

ASSIGNMENT: The Consultant shall not assign, transfer or convey this..Agreement to any

other person, firm, association or corporation,. in whole or in part, without the. prior written. consent of

the City Commission, which consent,, if given at all, shall be the Commission' s sole option and
discretion. However, the Consultant will be. permitted to cause portions of the Services to be

performed by sub -consultants, subject to the prior written approval. of the City Manager.
16. 10.

The Consultant and the City each binds himself /herself,

SUCCESSORS AND ASSIGNS:

his /her partners, successors, legal representatives and assigns to the other party of the Agreement '
and to the partners, successors, legal representatives, and assigns of such party in respect to all
covenants of this-Agreement. The Consultant shall afford the City (through the City Commission) the

opportunity to approve or reject all proposed assignees, successors or other changes in the ownership
structure and composition of the Consultant. Failure to do so constitutes a breach of this Agreement
by the Consultant.

16. 11.

PROVISION OF ITEMS NECESSARY. TO COMPLETE SERVICES: In the performance of

the Services prescribed herein, it shall be the responsibility of the Consultant to provide all salaries,

wages, materials, equipment, sub -consultants, and other purchased services, etc., as necessary to '
complete said Services.

16. 12

INTENT OF AGREEMENT:

16. 12. 1 The intent of the Agreement is for the Consultant to provide design services, and to

include all necessary items for the proper completion of such services for a fully functional
Project which, when constructed in accordance with the design, will be able to be used by the
29

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City for its intended purpose. The Consultant shall perform, as Basic Services, such incidental
work which may not be specifically referenced, as necessary to -complete the Project.
16. 12.2 This Agreement is for the, benefit of the parties only and it does not grant rights to a

third party beneficiary, to any person, nor does it authorize anyone not a party to the
Agreement to maintain a suit for personal injuries, professional liability, or property damage
pursuant to the terms. or provisions of the Agreement.: -

16. 12.3 No acceptance, order, payment, or certificate. of .or by the City, or its employees or
agents, shall either stop the City from asserting any. rights or. operate as a waiver of any

provisions hereof or of any power or right herein reserved to the City or of any rights to
damages herein provided.

16. 13

This

document incorporates

and

includes

all

prior

negotiations,

correspondence;

conversations, agreements: or understandings applicable to the matters contained herein;

and the parties agree that there are no commitments, agreements, or understandings

concerning the subject. matter of this Agreement that are not contained in this document:
Accordingly, the parties agree that no deviation from .the terms hereof shall be predicated

upon any prior representations or agreements whether oral or written. It is further agreed.
that no modification, amendment or alteration in the terms or conditions contained herein
shall be effective unless memorializedin written document approval and executed with the
same formality and of equal dignity herewith.

REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK]

30

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IN. WITNESS WHEREOF, the parties. hereto have hereunto caused these presents to be
signed in their names by their duly authorized officers and principals, attested by their respective
witnesses and City Clerk on the day and yearfirst hereinabove written.
CITY OF MIAMI. BEACH:

Attest

CITY CLERK

CONSULTANT:. BORRELLI f PARTNERS, I.NC.

Attest

Signature /Secretary

Print. Name

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AGREEMENT SCHEDULES

C" (

NOTE: WITH THE EXCEPTION OF SCHEDULE "

SCHEDULE),

THE

ATTACHED . SCHEDULES

ARE

CONSULTANT' S

FOR

HOURLY _BILLING

ILLUSTRATIVE PURPOSES.

RATE
WHEN

CONSULTANT IS ASSIGNED A PROJECT AND /OR STUDY ACTIVITY ( IES) UNDER THE TERMS OF
THE AGREEMENT, THE SPECIFIC SCHEDULES PERTAINING TO THAT PROJECT AND /OR STUDY
ACTIVITY ( IES). ( I.

E. THE SCOPE OF SERVICES; CONSULTANT. COMPENSATION; CONSTRUCTION

COST' BUDGET; PROJECT SCHEDULE; INSURANCE REQUIREMENT; ETC) SHALL BE NEGOTIATED

AND ATTACHED AND, ALONG WITH THE TERMS OF THE AGREEMENT, SHALL BE THE AGREEMENT
THAT. GOVERNS FOR THAT PARTICULAR PROJECTAND / OR STUDY ACTIVITY ( IES).

32
CITY APPROVED A.& E FORM ( AUGUST 2010)

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SCHEDULE A:

PROFESSIONAL SERVICES AGREEMENT BETWEEN

THE CITY OF MIAMI BEACH & BORRELLI AND PARTNERS
FOR THE

NORTH SHORE BANDSHELL PARK PROJECT

SCOPE OF SERVICES,

CONSULTANT:

Borrelli and Partners (the " CONSULTANT ")

BACKGROUND

The following is a detailed description of the Scope of Work to be provided by Borrelli and Partners for the City of Miami

Beach ( CITY) relative .to the design, permitting, and implementation of the proposed Bandshell Park Project (Project)
located east of Collins Avenue between 72 and 73 Streets. The proposed park improvements as outlined in the
approved Master Plan, approved by the City Commission on February 9, 201 1, include a new walkway connecting the
park to the beachwalk at 72nd Street, the widening of the south sidewalk at 73rd Street which will require either the
removal or reconfiguration of on-street parking, the demolition of

the bus shelter, landscaping, outdoor accent &

security

lighting, reconfiguration and / or addition of walkways, installation of an electronic marquee, installation of the "Beatles

Mandela ", a mosaic tile-artwork, and new urban elements such as drinking fountains, garbage containers and bike racks.
The work shall include, conceptual drawing(s) for the 72"d Street walkway and 73'd Street sidewalk, design development,
estimate(s) of probable construction cost, construction

document preparation, bidding /

award,

and

construction

administration services for the Project. The project construction shall not exceed $1, 200,000.
SCOPE OF SERVICES

The CONSULTANT'S Basic Services shall consists of Tasks and /or services ( inclusive of Design, Bidding and Award,

Construction Administration, Other Services (Special Inspection Services, Surveying, Geotechnical, Asbestos Survey),
Additional Services if approved by the CITY; and other Reimbursable Services, as described in the this Schedule A; and

including, without limitation, any and all of the CONSULTANT'S responsibilities and obligations, as set forth in the
attached General Conditions of the Contract for Construction and the Construction Manager at Risk Agreement.

The CITY may, at its sole option, choose to employ conventional bids, or Construction Manager ( CM) at -Risk for the

Project. The CONSULTANT shall cooperate fully with the General Contractor, or Construction Manager (CM) at -Risk

selected by the CITY. All required drawings shall be prepared utilizing CADD ( vector format) in conformance with the
latest CITY format.

The CONSULTANT shall become familiar with the Project site through frequent site visits, research, and examination of

any record drawings, as applicable, and shall notify the CITY of any field, on -site, or off -site conditions not shown or
incorrectly shown on the record drawings, as may ,,have been easonaaly discuvrei. At the CONSULTANT's request,
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Frequent site visits and meetings shall continue through all design phases of this Agreement until the CONSULTANT is
thoroughly familiar with the existing conditions, any problem areas, and /or existing hazardous conditions or materials.
These site visits and meetings are part of the CONSULTANT'S Basic Services, are considered due diligence, and the
CONSULTANT shall receive no additional compensation for such design phase site visits and meetings. Provided the
CONSULTANT has conducted a good faith investigation, the CONSULTANT shall not be responsible or held liable for
undiscovered hazardous conditions or materials.

The total estimated Construction Cost Budget for the Project is approximately $ 1, 200,000, not including a construction
phase contingency allowance that is to be held in reserve by the CITY, for CITY's use during the construction phase.

Because there are two ( 2) facilities within the project site currently in operation (the Bandshell and the Unidad Senior

Center), the CITY may require the CONSULTANT to phase this Project in order to maintain full access at all times to the
facilities.

The CONSULTANT shall arrange for and coordinate the efforts of design sub -consultant expertise as such expertise is
needed and determined by the evolution of the Project program requirements and /or site conditions.

The CONSULTANT at the CONSULTANT' S expense, proposes to have the specialists designated below, either from the
CONSULTANT'S organization or as the CONSULTANT'S contracted sub -consultants or associates, to perform the
services indicated.

Surveyor

Geotechnical Engineering
Civil Engineer
Landscape Architect,

Structural Engineer (for Electronic Marquee and Beatles Mandala foundation design)
MEP Engineers

Construction Cost Estimating

FDEP Consultant

Basic Services consist of the following:

TASK 1 NOT USED

TASK 2 DESIGN SERVICES:

The purpose of this Task is to establish requirements for the preparation of contract documents for the Project.
Task 2.1 requires that CONSULTANT perform a variety of forensic tasks to verify existing conditions and the accuracy of

any available as -built drawings, surveys and map3to boxsed fo^ development of th contract drawings.

Task 2.2 discusses requirements for the preparation of contract 6-Currents, in,li sive of drawings, specifications and
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front -end documents.

Task 2.3 establishes requirements with regard to constructability and value engineering reviews.

Task 2.4 establishes requirements for the preparation . of Statements of Probable Construction Cost by the
CONSULTANT.

Task 2. 5 Not Used

Task 2.6 Not Used

Task 2.7 specifies requirements for review of contract documents with jurisdictional permitting agencies prior to
finalization.

Task 2. 8, discusses the CONSULTANTs QA/QC of Design Documents.

To facilitate the implementation of a Public Information Program, the CONSULTANT shall provide electronic files of all
Project documents, as requested by the CITY for posting on the program website, The CONSULTANT shall provide the
electronic files for the front -end documents, technical specifications, and construction drawings in MS -Word, AutoCAD
and Adobe Acrobat file format.

The review process shall consist of 50 %,

90% and 100%

complete submittals. Contract documents shall be subject to

constructability and value .engineering reviews to be performed by others. CONSULTANT shall work with the CITY to
adjust /

revise Project scope as may be deemed necessary to meet established budgets as the design evolves from

earlier to latter stages of completion.

CONSULTANT shall utilize and be bound by the CITY of Miami Beach Design Standards Manual - August, 2002 (DSM)
detailing procedures, standards and policies, the CITY of Miami Beach

Public Works Manual April, 2007, as well as any

subsequent updates, to supplement details required to complete the Project. One copy of the DSM will be provided to the
CONSULTANT.

Task 2.1 Verification of Existing Conditions: CONSULTANT shall obtain all available As -Built drawings, perform
structural evaluation of the structures, perform a detailed topographic survey of the existing Project site. The survey shall
be performed by a Professional Land Surveyor in the state of Florida, and shall meet the minimum technical standards

identified in Chapter 61G17 -6, FAC, 62B -33 0081, FAC and Florida Statutes. All survey files shall be prepared in

AutoCAD. At a minimum, the survey shall address the following:

Baseline of survey shall be tied into the right -of -way and sectionalized land monuments. Right -of w- ay information
shall be obtained from available records by the CONSULTANT.

The CONSULTANT shall set benchmarks at convenient locations, along the site to be used during both the design
and construction phases of the Project. ,

The CONSULTANT shall locate and identify existing surface improvements / topographic features that are visible
within the Project site, including but not limited to, the following:

Marking of all property corners, location and details of the existing buildings including overall dimensions and
finished floor elevations including existing valve boxes, water /
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telephone / cable risers, fences, hydrants, etc.

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electrical meter boxes, electrical pull boxes,

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Aboveground and underground utilities invert elevations of accessible underground utilities, wood / concrete utility

poles, culverts, guardrails, pavement limits, headwalls, endwalls, manholes, vaults, mailboxes, driveways, side
streets, trees, landscaping, traffic signage and any other noted improvements. Survey shall identify fence

material / height, and driveway construction materials. Landscaping materials with a trunk diameter greater than

six (6) inches .in diameter shall be identified individually. Materials with smaller diameters shall be illustrated in
groupings:

Survey limits shall include the entire Project site and an additional overlap to encompass all adjoining areas
potentially impacted by the Project.

Survey Topographic survey / base map shall be prepared in AutoCAD Version 2000 or latest, and submitted- on
recordable Compact Disk with three (3) signed and sealed copy on 24 -inch by 36 -inch bond paper. Note that all
standards from.the DSM shall apply to the development of the survey document. In addition, the CONSULTANT
shall submit 3 copies of a preliminary Draft Survey for CITY review and comment. The CONSULTANT shall

prepare a final survey submittal package based on addressing any and all comments submitted through this
review process, to the satisfaction of the CITY. All CAD mapping shall be performed to a scale of 1: 1 in the World
Coordinate System. Text size shall be 100 Leroy for a final product at 1 = 20 units.

Upon completion and acceptance of the final survey,. the CONSULTANT shall forward same to the following agencies with
a request to 'mark / identify respective utilities on the survey base map. The CONSULTANT shall coordinate this effort
with each agency in an effort to identify the location of all existing
incorporate utility owner markups /

underground

utilities.

The CONSULTANT shall

edits into its survey base map file. The CONSULTANT shall contact the following

entities and request that they each verify locations of their existing improvements in the-affected areas:
Florida Power and Light Company
BellSouth / ATT

Miami -Dade Water and Sewer Authority

Cable Provider Charter Communications (Atlantic Broadband)

Natural Gas provider

CITY of Miami Beach Public Works Department

Traffic Signals: Miami Dade County Public Works

Others as deemed necessary by the CONSULTANT

The CONSULTANT shall also request information regarding any future proposed improvements by each agency. To
facilitate tracking of the progress made in this work effort, the CONSULTANT shall copy the CITY on all correspondence

with each agency. In addition, the CONSULTANT shall keep a readily accessible and properly labeled / collated file of all
correspondence and markups provided to it by the various agencies for reference use by the CITY and/ or CONSULTANT,
during construction.

The CONSULTANT shall become familiar with the Project site through frequent site visits, research, and examination of

any record drawings, as applicable, and shall notify the CITY of any `.field, onsite, or off -site conditions not shown or
incorrectly shown on record drawings, as may havo` bes:ri reas`onably, dfiscovared.; .F,t the CONSULTANT's request, the
CITY shall facilitate the CONSULTANT's access to the P ~oject
sita and- or fac:litias for investigative purposes. These site
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visits are part of the CONSULTANT' s Basic Services, are considered due diligence, and the CONSULTANT shall receive
Provided that the CONSULTANT has

no additional compensation for such design phase site visits and meetings.

conducted a good faith investigation, the CONSULTANT and CONSULTANT'S sub -CONSULTANTS shall not be
responsible or held liable for undiscovered hazardous conditions or materials.

Based on the collected data, the CONSULTANT shall develop detailed design base maps for the Project. The maps shall
include an overall key map and partial plans scaled at One ( 1) inch equals 20 feet or a scale that better suits the Project
requirements.

CONSULTANT shall illustrate proposed improvements on the site plan and shall prepare final site plan

based on the information gathered herein. Copies of base maps shall be distributed to CITY.
Deliverables:

1. Perform work as noted to develop final survey.

2. Deliver three (3) draft and five (5) final signed and sealed surveys to CITY.
Schedule: See Schedule E: Project Schedule

Task 2.2 Detailed Design: CONSULTANT shall prepare detailed design documents consisting of architectural, structural,

civil, electrical, plumbing, landscape, and irrigation drawings, as applicable. All contract documents are to be provided in
accordance with applicable DSM standards and with the requirements of all applicable state, local and federal regulatory
agencies having jurisdiction overthe Project.

Technical. specifications shall be prepared in conformance with Construction Specifications Institute ( CSI) formats. The

CITY, through the DSM, shall furnish the CONSULTANT with standard CITY specification outlines for Divisions 1. For
reference purposes, the CITY will provide copies of its standard Job Order Contract ( JOC) specifications via the DSM.
CONSULTANT shall provide additional sections that the CONSULTANT may require, not already provided through the
CITY standards /

DSM, subject to review and comment by the CITY. CONSULTANT must review CITY standards and

adopt and change /update where necessary. Any supplier listings required by specifications shall include a minimum of
two (2) named suppliers and shall 'meet all applicable CITY and State of Florida procurement codes. Specifications shall
be provided to the CONSULTANT in " Microsoft MS- Word" format. CONSULTANT shall use the same software in all
Project related work. CONSULTANT shall utilize base front -end documents provided by the CITY. CONSULTANT shall

edit accordingly to result in a Project specific document. Any requirements for Supplementary General Conditions shall be
subject to review and acceptance by the CITY.

CONSULTANT shall attend up to two ( 2) Design Progress Meetings as required to meet the project schedule (see Exhibit
E) with CITY at the CITY's CIP offices as scheduled by CITY staff. The CONSULTANT. shall provide, and maintain a

design progress schedule. Should the CITY determine that the CONSULTANT has fallen behind schedule, the
CONSULTANT shall provide a recovery schedule that shall accelerate work to get back on schedule.

The CONSULTANT shall submit monthly invoice,requests accompanied by an updated design progress schedule.
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For purposes of this Scope of Servtces the following ivill be considered the niirimum effort to be provided by the
CONSULTANT for establishing detail design milestone sOmittal5;," "

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Task 2.2.1: Schematic Design for 72 "d Street walkway and 73rd Street sidewalk widening

CONSULTANT shall submit design concept(s) for a walkway and associated improvements (landscape, irrigation, lighting,

etc.,) connecting the Bandshell Park to the North Beach Recreational Corridor .(beachwalk) at 72 "d Street, as well as the

widening of the 73rd Street south sidewalk (and associated improvements), to encourage the pedestrian connectivity from
Collins Avenue to Ocean Terrace.

This task shall include coordination with the City's Public Works, Parking, Planning, and Parks Departments, Florida's
Department of Transportation ( FDOT), Miami -Dade County and Florida Department of Environmental Protection (FDEP)
as applicable.

Deliverables:

Attend up to three (3) design progress meetings with CITY staff at the CIP offices as scheduled by the CITY.
Task 2. 2. 2: 50%

Design Development Documents Requirements

Prior to the preparation of the 30%

design completion stage drawings, the CONSULTANT shall incorporate changes to its

design based upon its existing as -built / existing conditions verification efforts.

design development documents shall consist of the plan and profile view of all improvements, applicable

The 50%

sections and construction details. The CITY requires

design development documents include but not be

that the 50%

limited to the following design development drawings and documents at a minimum:

Topographic Survey

1.

2.

Demolition Plan

3.

Civil Drawings

4.

Landscape, Irrigation Plans

5.

Life Safety Plan

6.

Architectural Plans:

7.

Structural Plans

8.

Electrical Plans

9.

Photometric Plans

10. Plumbing Plans

11. Site Signage Plans

Specialized Reports and Testing: The results of all the reports and tests including but not limited to geotechnical

reports, structural calculations, drainage reports and testing shall be incorporated into the design documents and they
shall identify propose& foundation design and drainage.

Technical Specifications: Specifications giving general description of finishes, materials, and systems, as required, to
supplement and support the intent, quality and performance of the CONSULTANT'S design documents.
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Schedule of Unit Prices: Updated schedule of unit prices bid ( bid form) identifying the items, units, and quantities to be
bid by prospective contractors as part of their bid submittal.

Statement of Probable Construction Cost: The submittal shall include the CONSULTANT's updated Statement, of
Probable Construction Cost as defined by the American Association of Cost Engineers to be consistent with the overall
not -to- exceed Project budget.

design to the CITY for distribution to City Departments and City's Regulatory
design submittal.
Agencies for review and comments. Said comments from the CITY shall be incorporated into the 90%

The Consultant shall submit the 50%

Task 2. 2. 3: 90 %.and '100%

Design Development Documents Requirements

design completion stage milestone shall consist of a near final construction document set including the front -end
documents (general and supplemental conditions), technical specifications, and construction drawings for all Work. The
CONSULTANT shall include detailed construction sequencing restrictions for the CITY's review with this submittal. Prior

The 90%

design completion stage drawings, the CONSULTANT shall incorporate changes to its
design based upon review comments received, as noted in Task 2.3 below. In addition, the CONSULTANT shall provide

to the preparation of the 90%

its " Definitive" Statement of Probable Construction Cost as defined by the American Association ofPrior
Cost toEngineers
with
90% design,

this submittal to be consistent with the overall not -to- exceed Project

Construction Cost Budget.

CONSULTANT shall meet with appropriate regulatory agencies to confirm that the Project design meets regulatory
requirements.

The 100%

design completion stage milestone shall consist of the 90%

and design review comments, and regulatory agency comments.

documents updated to include all constructability

The CONSULTANT shall provide its " Definitive"

Statement of Probable Construction Cost, and unit price bid form, modified as .needed, to reflect final permit and .
regulatory agency comments and modifications.

In addition, the 100%

plans shall be considered final, once the CONSULTANT has achieved a City of Miami Beach

Building permit and all other applicable permits necessary to commence construction of the Project.
Deliverables:

1. Furnish six (6) sets each of the 50, 90, and 100 percent design completion stage documents and Statements of
Probable Construction Cost to CITY, as applicable (three full size and three half size for each submittal).

2. Attend up to two (2) design progress meetings with CITY staff at the CIP offices as scheduled by the CITY:..
Schedule: See Schedule E Project Schedule

construction documents as necessary to

The CONSULTANT shall respond in writing and revise the design /

reflect all comments from the Regulatory Agencfee, Having , ferrisdict.on

=" ever the project and/or other CITY
Departments within ten (10) calendar days of receipt;of comments for the 50V0, 90%
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and 100% design submittals.

Task 2.3 Design / Co.nstructability / Value Engineering .Review: To verify that the. CONSULTANT is in compliance with
the required Master Plan and CITY ' s requirements, the CITY will conduct acompletion
series of design
submittal reviews on all
stage submittals. Note that the
and 90%

Project design documents, inclusive of cost estimates at the 100%

completion stage submittal will be utilized to initiate the CITY of Miami Beach Building Department permitting
reviews, and the 100% design completion stage submittal will incorporate the review comments and will be used to

90%

procure permits from jurisdictional review agencies,.and /or may be utilized to obtain pricing.

The purpose of these reviews shall be to verify that the documents are consistent with the design intent as set forth in the
approved Masterplan as well as Design Review Board (DRB) Final Order. These documents shall be furnished as bound
8 -1/ 2 -inch by 11 -inch technical specifications and full -size (24 -inch by 36 -inch) and half size (11 -inch by 17 -inch) drawings
as noted in the Task 2. 3 deliverables).

The applicable CITY Departments shall perform reviews on these documents and

provide written comments (in "Excel' spreadsheet format) back to the CONSULTANT.

Following receipt of comments . by the CONSULTANT, _a meeting may be scheduled between the CITY and

CONSULTANT to discuss the intent and review of the comments. Subsequently, the CONSULTANT shall address how

each comment was resolved, within ten (10) calendar days after the review session and /or receipt of the comments. The
responses shall be in the spreadsheet format provided to the CONSULTANT. The CONSULTANT shall revise its
documents to address all review comments.

The CITY will perform constructability reviews of the design documents relative to value, construction sequencing, and bid
format. These reviews shall be based upon 50, 90 and 100 percent design submittals received from the CONSULTANT

and shall be conducted concurrently but separately from the 50, 90 and 100 percent design reviews noted above. These
constructability review meetings shall be held to discuss the CONSULTANT'S proposed construction sequencing .
restrictions and bid formats.

The CITY's review of the contract documents shall not relieve CONSULTANT from its responsibility to the CITY with
regard to the quality and completeness of its contract documents.
Deliverables:

1.

Attend meetings with the CITY to review and discuss design constructability and value comments.

2.

Prepare written responses to comments made during reviews within ten ( 10) calendar days after the review
session

Schedule: Complete concurrently with Design Phase schedule.

Task 2.4 Cost Opinions: The CONSULTANT shall prepare Statements of Probable Construction Cost for the 50, 90 and
100 design completion stage submittals, as well as the final ( 100 percent) completion stage.subrnittal. The accuracy
of the
to 10% (
cost estimate associated with the 50, 90 and 100 percent
110% over / 10%

completion stage submittals shall be a + 110%

i. e.

under the actual amount) "Definitive" Level Estimates as defined by the American Association of Cost

Engineers. All estimates shall be submitted in Mi66s617') Excef format. All:es}irratPs shall be furnished bound in 8- 1/ 2 0

inch by 11 -inch size. Based upon the CONSULTANT S;' cosc eswnate or bias; the C;' ITY will advise the CONSULTANT if
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portions of the Project need to be deleted, phased and /or bid as alternate bid items to satisfy Construction Cost Budget

In this effort, the CONSULTANT may be required to

based upon CONSULTANT' S analysis and recommendations).

attend a series of meetings and develop alternative cost savings options for CITY consideration, if the estimates show that

the projected Project Construction Cost will exceed the Construction Cost Budget. The CONSULTANT shall revise the
contract documents to reflect necessary revisions to meet budget parameters at no additional cost accordingly.
Deliverables:

1.

2.

Furnish three (3) sets of 50, 90 and 100 percent completion stage Statements of Probable Construction Cost
to CITY, in MS -Excel electronic disc format, concurrently with the design submittals noted in Task 2.3.
Attend meetings with the CITY to review and discuss cost estimates. This Task includes development of any
revision of documents to address such items, as

required cost savings alternatives, and implementation /

necessary to meet established budget parameters.

Schedule: Complete concurrently with Design Phase schedule.
Task 2. 5 Not Used

Task 2. 6 Not Used

Task 2.7 Permitting Reviews: CONSULTANT shall prepare applications and such documents and design data as may
be required to procure approvals from all such governmental authorities that have jurisdiction over the Project. The CITY
will pay all 'permit fees. CONSULTANT shall .participate in meetings, submissions, resubmission and negotiations with
such authorities. CONSULTANT shall respond to comments by such authorities within ten (10) calendar days of receipt
of comments unless a different time is agreed to by CITY. It is the intent of this scope of services that the CONSULTANT
be the responsible party for formally transmitting and receiving permits to and from the respective jurisdictional authorities.
However, since the CITY is to track and monitor progress on the preparation and review of permits and subsequent

requests for information, CONSULTANT shall also copy the CITY on all permit related correspondence. This includes
CONSULTANT generated minutes from meetings held with related parties. 'It is recognized by CITY that the time period

required for obtaining permits is beyond the control of the CONSULTANT, except with regard to issues concerning the

permit ability of the proposed design and the CONSULTANT'S ability to respond to permitting agency requests for

information in a timely manner.: At the time of scope preparation, governmental authorities that have or may have

jurisdiction over Project have been identified as follows:

Florida Department of Environmental Protection
Florida Fish .and Wildlife

South Florida Water Management District

Miami -Dade Water and Sewer Authority

Miami -Dade Department of Public Works

Miami -Dade Department of Environmental Resource Management

The CITY of Miami Beach Building Department
000

The CITY of Miami Beach Fire Department >

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The CITY of Miami Beach Planninig Dep itmer40

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The CITY of Miami Beach Public Works Department.

Florida Department of Transportation

Notwithstanding the above, the CITY's failure to identify governmental authorities that have jurisdiction over Project shall
not relieve CONSULTANT from its sole responsibility to procure all requisite permits.
Deliverables:

1.

Correspond with noted jurisdictional authorities to establish permitting requirements.

2.

Revise documents and respond to permitting inquiries as required.

3.

Attend meetings with the CITY, and /or permitting agency staff as required to review, discuss and finalize
permit procurement.

Schedule: Complete concurrently with Design Phase schedule.

Task 2. 8 The CONSULTANT' S QA /QC of Design Documents:

CONSULTANT shall establish and maintain an in -house Quality Assurance / Quality Control ( QA/QC) program designed

to verify and ensure the quality, clarity, completeness, constructability and bid ability of its contract documents. The CITY,

at its discretion, may require that CONSULTANT attend public meetings or meetings with CITY Staff to review the status
and present results of its QA/QC efforts. Items to be addressed may include, but shall not be limited to, review of
specifications by respective technical experts and a " Redi- check" type review of the documents to identify conflicts and
inconsistencies between the various project disciplines.

TASK 3 BIDDING AND AWARD SERVICES:

The CITY will be advertising for a General Contractor (GC) via an Invitation to Bid (ITB) or a Construction Manager at Risk
CMR) for Pre -construction Services 1 Guaranteed Maximum Price ( GMP) construction contract to the successful
Contractor for this Project. The CONSULTANT shall assist, advise and evaluate bids and /or the GMP Amendment(s) as
required in the General Contractor's Contractor the Construction Manager at Risk Agreement ( Schedule G), attached
hereto and incorporated herein by reference.

CITY shall transmit contract documents prepared by the CONSULTANT to the CITY's Risk Management and
Procurement Departments for verification of appropriate insurance, form and bonding capacity requirements. Various
departments within CITY ( Risk Management, Procurement and the CITY Attorney's Office) have non -technical review
responsibility for the Construction Contract Documents.

CONSULTANT shall attend the Technical Review Panel meeting convened by the CITY to interview the General
Contractor or CMR and /or sub =contractors and evaluate their submittals. CONSULTANTS role will be to provide any
relevant technical information and address technical questions, as may be needed by CITY staff during the bid evaluation
process.

Task 3. 1 Construction Contract Document Review:.,r:ONSU.LTANT,,shall ,assist, the CITY during the bid and award
phase of the Project's construction contract. The, CITY shalltransmik Oontrait documents prepared by CONSULTANT to

the CITY's Risk Management, Legal and Procurement OepartrrAnts` For verification of appropriate insurance, form and
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bonding requirements. CONSULTANT shall assist CITY in this effort by providing (1) one electronic copy of the complete

contract documents set ( drawings and specifications) and participating in meetings, submissions, resubmissions and
discussions with these CITY departments, as necessary.

CONSULTANT shall address and re- submit corrections and

responses to comments to any CITY Agency or any CITY Department within 10 ( ten) working days of receipt of
comments.

Task 3.2 Bid Document Delivery: CONSULTANT shall provide the CITY and GC or CMR with reproducible, camera

ready, sets of contract documents for each bid package. The CITY Procurement Department shall reproduce documents

and handle the advertising, distribution, sale, maintenance of plan holder lists and" other aspects of bid document delivery
to prospective bidders.

Task 3. 3 -

Pre -Bid Conference and Bid Opening: The CITY and the GC or CMR shall conduct one or more pre -bid

conferences:

CONSULTANT. shall attend the pre -bid conference and bid opening for each phase of this Project and

review, and advise the CITY accordingly.

CONSULTANT will prepare meeting agenda and draft meeting minutes. CONSULTANT shall attend and participate in as
many pre -bid conferences and bid openings as may be required.
Task 3. 4 - Addenda Issuance:

CONSULTANT shall provide the CITY timely responses to all inquiries received from the CITY from prospective bidders

by preparing written addenda. Format for addenda shall be as provided to CONSULTANT by CITY. These queries and

responses shall be documented and a record of each shall be transmitted to the CITY within 48 hours. CONSULTANT
shall prepare and distribute necessary addenda as approved by the CITY. The CITY will consolidate responses and
prepare and distribute the addenda to all plan holders of record accordingly.

Task 3. 5 Subcontract Bid Evaluation. and Bid Opening:

CONSULTANT shall coordinate with the GC or CMR the process for evaluation, review and acceptance of the
subcontract bidding. The CONSULTANT shall be present with the CITY and GC or CMR when the bids are opened and
shall evaluate and make recommendations to the CITY regarding the acceptance and award of bids to qualified
responsive and responsible. subcontractors.

CONSULTANT shall evaluate the bids for completeness, full responsiveness and price, including alternative prices and

unit prices, and shall make a formal recommendation to CITY with regard to the award of contract. Non -technical bid
requirements shall be evaluated by others.

This scope of services includes no additional allowance for CONSULTANT'S time to assist the CITY in the event of a bid
protest. To the extent CONSULTANTS services are required in the event of a bid protest; CONSULTANT shall participate
in such activities, as a basic service, at no additional cost to the CITY.

Task 3.6 Guaranteed Maximum Price (GMP) Construtiaf Contract Award or Hard Bid / ITB Construction Award:
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CONSULTANT shall provide sets of construction contract documents, inclusive of addenda, for execution by the CITY

and the GC or CMR within ten ( 10) calendar days of request by the CITY pursuant to Article Six (6) of this agreement.
Task 3. 7 As -Bid Contract Documents: After the contract award and prior to the pre -construction conference, the
CONSULTANT shall prepare " As -Bid" construction contract documents which, at a minimum, shall incorporate the

following items into the construction contract documents:

GC or CMR bid submittals, including but not limited to, bid proposal, insurance, licenses, etc.
Amend /

modify front -end documents and / or technical specifications to incorporate changes made via contract

addenda.

Revise construction contract drawings to include modifications / revisions incorporated via contract addenda.

The CONSULTANT shall prepare As -Bid construction contract documents and reproduce sets as requested, for
distribution to the CITY within ten (10) calendar days after CITY Commission approval.

The following apply to Task 3. 1 through 3. 7:

Deliverables:

1. Attend and participate in pre -bid conferences and bid openings.

2. Respond to questions from prospective bidders and prepare addenda for distribution by others on a same day
basis and no later than 48 hours
3. Prepare recommendation of award letter

4. Provide sets of contract documents for contract execution

5. Prepare As -Bid contract documents reproduce sets and forward to the CITY.
Schedule: See Schedule E: Project Schedule

TASK 4 CONSTRUCTION ADMINISTRATION SERVICES

The CONSULTANT shall perform the following tasks related to the construction administration of the Project. These tasks
shall be performed during the duration of all construction.

CONSULTANT' s compensation includes construction administration for the duration, .(through completion and issuance of

final certification) of the Project. CONSULTANT' s construction administration services tasks shall be required during the
duration of all construction (through Project completion and final certification) at the negotiated total amount and rates. No
over -time rates will be considered.

The use of E- Builder software will be implemented during the construction phase of this Project and will be used by CITY
staff, the Contractor, and the CONSULTANT for Project document management and tracking purposes. CONSULTANT
will be required to electronically archive into E- Builder scanned copies of: CONSULTANT transmittals; approved /rejected

submittals arid shop drawings; responses to requests for information, contract document clarifications, requests for
proposals; field orders; field measurement forms and pay application review comments; notices of contractor noncompliance;

contractor

permits,

notices to proceed, inspection reports and photographs; daily work log and Daily

Construction Observation Forms;. pre /post construction ",digital;

potooraphs`:;
h
mat rr3ls sampling and test results and

Lana' iI correspondence, reports, logs and documents

reports; certificates of substantial and final completion, ~ rid aril/
12

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associated with Project management, construction administration, and Resident Project Representative activities

associated with the construction and final certification of the Project. The E- Builder software license expense will be a
reimbursable item and the required training for this software will be facilitated by the CITY.

Task 4. 1a Pre -Construction Meeting: The CONSULTANT shall attend one ( 1) pre-construction meeting with CITY and
Contractor. The CONSULTANT will prepare and distribute agenda and subsequent meeting minutes to all attendees and
other appropriate parties.

Deliverables:

1..

Attend and participate in pre- construction meeting.

2.

Prepare agenda and meeting minutes.

Schedule: As scheduled by CITY after issuance of Task 4 Notice to Proceed.

Task 4.1 b: Not Used:

Task4.2 Weekly Construction. Meetings:

The CONSULTANT shall attend weekly construction meetings with the Contractor and applicable CITY staff for the
duration of the Project. The purpose of these meetings shall be to review the status of construction progress, shop

drawing submittals, and contract document clarifications and interpretations. These meetings shall also serve as a forum
for discussion of construction issues, potential changes / conflicts and any other applicable matters. The meetings may
include site visits to visually observe / address construction related concerns that may result from discussion during the

construction meeting. These site visits shall be separate and distinct from the "Specialty Site Visits" under Task 4. 6.
The CONSULTANT will prepare meeting minutes and distribute to all attendees and other appropriate parties. Based on
field observations and other construction related activities, the CONSULTANT shall identify and document any issues,
field conditions, Contractor performance related items, and other risks /concerns that may impact the cost and timely

delivery of the Project, and the expectations of the CITY, as well as the Contractor's plans and recovery schedule to
mitigate those risks and meet contractual obligations.

Deliverables:

1.

Attend and participate in weekly construction progress meetings.

2.

Prepare' meeting minutes and distribute same within 48 hours of construction meeting to document
construction activities as stated above.

3.

Issue non -compliance notices to the Contractor, and log into the E- Builder software program, as warranted.

4.

Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted.

Schedule: Weekly throughout the Project duration.

Task 4.3 Contractor's Submittals and Shop Drawings
The CONSULTANT will receive, log and distribute, ,Contractor

L mittals and shop drawings for review. The

CONSULTANT shall have ten ( 10) calendar days from tt a time afsereipt in its_office,Ao review and return submittals and
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13

shop drawings to the CITY. The CITY will hold the CONSULTANT directly responsible for any impacts resulting from .
untimely review of submittals..

4.3. 1 The CONSULTANT shall review and approve ( or disapprove and require modifications to). the Contractor' s
document submittal schedule.

4.3. 2 The CONSULTANT shall review and evaluate product data and samples, schedules, shop drawings, and other
submissions for conformance with the design requirements of the Project(s), applicable codes and ordinances, Project
Specifications and the Construction Contract Documents.

4.3. 3 The CONSULTANT shall conduct reviews and evaluations and respond appropriately with reasonable promptness.

in order to cause no delay to the progress of the Project(s), as outlined in the Contractor's approved document submittal
schedule, but in any event, CONSULTANT's action will be taken not later than ten ( 10) calendar days from Contractor's
submittal. The CONSULTANT shall review and either return without exceptions, or with .noted comments, reject, or take

other appropriate action upon a Contractor's submittal.. The CONSULTANT's action shall be taken with such reasonable

promptness so as to cause no delay to the progress of the Project(s), as called for in the Contractor's approved document.
submittal schedule, while allowing sufficient time in the CONSULTANT's professional judgment to permit adequate
review. lithe CONSULTANT rejects a submittal, the CONSULTANT shall state, in .writing, the grounds for rejection.

4 3:4.;If :the; CONSULTANT :is -required to ,review a =submittal more than :two O times due to an incomplete or`,:incorrect,
submittals' by the ,Contractor an appropriate +Change ' Order may be ssued by the CONSULTANT deducting a semi
reasonably sufficient to compensate the 'CONSULTANT from payments due or to become due to the Contractor as,
compensation for the CONSULTANT' s additional expense's and semces made necessary by the Contractor' s submission

of.incomplete or incorrect submittals; : The CONSULTANT shall notify the PM within five ( 5) calendar'.days.,of- asecond

s.0 kilnitta1. redectio n;

4. 3.5 The CONSULTANT shall prepare, in a timely manner, change order items, including the proper documentation, for

the City's action but in any event, CONSULTANTs action will be taken not later than ten ( 10) calendar days from
Contractor's submittal.

4.3.6 The CONSULTANT. shall assemble, for transmittal to the CITY, the various documents required by contract from the
Contractor including, but not limited to, shop drawings, guarantees, warranties, operation and maintenance manuals,
releases of claim and as -built documents. .

Deliverables:.

1.

Review and approve, require modifications, or reject, submittals and shop drawings and return them to the CITY
and /or Contractor.

2.

Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted.
UUU

C.

Schedule: Ongoing throughout Project durafior;.

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uuuu

Task 4.4 Substitutions

The CONSULTANT shall review and evaluate in a timely manner, for the CITY's review and approval, substitutions

proposed by the Contractor for conformance with the Construction Documents and shall recommend substitutions only
when it can be demonstrated that the item specified or its successor is no longer available for purchase or that the
substitution provides a clear benefit to the CITY in performance and /or price.

The' C" ONSULTANT is not required to act on ::any request for'substitutio.n that is. not submitted within forty f-ive (45) days.
of -executiorrbflhe Construction Contract, ;except for good cause shown or uniess..requested by the CITY; if so;;the cost:

thereof, including compensation;' for the CONSULTANT`s` additional services and expenses rnade necessary by such
request for substitutions may be deducted from any amountdue or to become due. to the; Contractor..from the CITY.;
Task 4. 5 Quality Control

The CONSULTANT shall make a reasonable effort to evaluate materials and /or workmanship for conformance with

Construction Contract Documents, evaluate quality control testing reports, advise the Contractor and the CITY

immediately of any unacceptable materials and /or workmanship the CONSULTANT may discover and ensure that the
Contractor take appropriate action to remedy unacceptable conditions

Task.4:6' Requests for Information/ Contract Document Clarification ( RFIs / CDCs):

The CONSULTANT will receive, log and process all RFIs / CDCs and requests for proposal. (RFPs).

Whenever an RFI

involves the interpretation of design issues or design intent, the -CONSULTANT shall prepare a written response within

three (3) calendar days and return it to the CITY. In addition, should certain items within the contract documents require

clarification, the CONSULTANT may be requested by the CITY to prepare and forward CDCs. The CITY will hold the
CONSULTANT directly responsible for any impacts resulting from untimely responses.
Deliverables:

1. Respond to those RFI' s that involve design interpretations and return to CITY.
2. Issue CDC' s as required. Respond / process RFPs as required.

3. Provide RFI, CDC, RFP and other construction management Togs.

4. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted.

Schedule: On -going throughout Project construction duration

Task 4.7 Requests for Changes to Construction Cost and /or Schedule:

The CONSULTANT will receive, log and evaluate all requests for Project cost and /or schedule changes from the CM and
report such to the :CITY at the weekly progress meetings at a minimum. The CONSULTANT shall distribute and update
the Change Order log at each progress .meeting. Changes may be the result of unforeseen conditions or interferences

identified by the Contractor during the routine progress of work, inadvertent omissions ( betterment) issues in the contract
documents, or additional improvements requested by the CITY or CONSULTANT after, approval of the GMP

Amendment(s) by the CITY Commission. Regardless of the source, CONSULTANT will evaluate the merit of the claim as
well as the impact of the_potential change in Erns-cf.Projeet,cost and the ochec,ule. CONSULTANT will review claims and
or change order requests with CITY. No claims assistance' services
are inclifdaJ under this task.
Borrelli: Schedule A

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15

Deliverables:

1. Perform independent review of request for cost increase and /or time extension.

2. Coordinate and participate in meetings, as required, with the CITY and Contractor to resolve and /or negotiate the
equitable resolution of request.

3. Provide written opinion and / or recommendation upon request.

4. Prepare change order documentation in AIA format with supporting documentation.

5. Archive all relevant documents, transmittals and correspondence into E- Builder, as previously noted.
Schedule: Ongoing throughout Project duration

Task 4.8 Mandatory Specialty Site Visits

The CONSULTANT shall provide specialty site visits by various design disciplines on an as requested basis. For the
purposes of this scope of services, it is assumed that specialty site visits are included in the Scope or Services, and will

be provided by the CONSULTANT as stipulated above. Specialty site visits are assumed to include one or more of the
CONSULTANT's Team attendance, as may be requested by the CITY, to review, discuss, resolve field conditions and
issues at the job site. Attendance shall be as requested, although a minimum of 24 hour notice will be provided when
possible. In cases where conditions require immediate action, the CONSULTANT shall make itself available in the field,
as soon as possible, to review / respond to necessary issues.

After each Site Visit, the CONSULTANT, and /or the CONSULTANT' s sub -CONSULTANTS, shall complete and submit to
the CITY, a report ( "Site Visit Report") which shall, at minimum, contain the following information:
a)

Site Visit report number;

b)

CITY, Facility name, Project title, Project number and location;

c)

Name of contractor /subcontractor;

d)

Start and finish time of Site Visit and weather conditions; Project site administrator sign -in and sign-

f)

Personnel on -site, by trade;

g)

Progress /quality of work by trade;

h)

Photographic record with captions (digital format); and

i)

out;

Remarks /Actions

On the basis of Site Visit observations; the CONSULTANT shall inform the CITY and the Contractor immediately, in

writing; of the progress ( or lack of progress) and quality of the Work and the CONSULTANT shall endeavor to guard the
CITY against defects and /or deficiencies in the Work. The CONSULTANT shall have access to the Work at all times,
whether it is in preparation or progress, in order to meet its responsibilities and obligations under the agreement.
Task 4.9 Certification for Payments

All payments shall be processed in accordance with the requirements of the General Conditions of the Contract
Documents and Florida' s Local Government Prompt Payment Act in effect at the time the payments are being processed.
The CONSULTANT shall review the Contractor's notarized requisitions for payment, the schedule of values, as- builts,

subcontractor partial releases and the Project ,ach dule(s) -es required! by. tie: General Conditions of the. Contract for
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16

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The CONSULTANT shall determine the amounts, which, in the CONSULTANT's opinion, should be paid to the Contractor
and shall recommend for CITY' s approval certificates for payments in such amounts. These certificates will constitute a

representation to the CITY, based on -site observations by all appropriate Designated Specialists for architectural and

engineering disciplines and on the data comprising thee application for payment that the Work has progressed to the point
indicated.

By recommending a certificate for payment consistent with the contract documents, the CONSULTANT shall also
represent to the CITY that, to the best of the CONSULTANT's knowledge, information and professional judgment, the

quality of work is in accordance with the Construction Contract Documents, unless the CITY has been notified to the
contrary in writing.

Prior to issuing certification for payment, the CONSULTANT shall review the status of Contractor's Construction
Documents, As- Builts, and Project Schedules and verify that the Construction Documents, As- Builts, and Project

Schedules are up -to -date and accurate to the extent visual observation of construction will disclose. The CONSULTANT
shall also confirm that, .after the first application for payment, each subsequent application shall be accompanied by
subcontractor partial lien releases fully accounting for subcontractor payments due for the previous application.

If the Construction ..Documents, As- Builts, and/or Project Schedule(s) are not up -to -date and /or accurate, the
CONSULTANT shall include in its certification for payment a statement that the Construction Documents, As- Builts,
and /or Project Schedule( s) are not up -to -date. In such event, the CITY may:

Reject the partial or final requisition for payment due Contractor until CONSULTANT verifies that the Construction
Documents and /or Project Schedule(s) are up -to -date and accurate.

The CONSULTANT's certification is a representation by CONSULTANT to the CITY that all required items noted herein
are submitted and proper and serves as a recommendation for payment only.

The CONSULTANT shall make every reasonable effort to process the Contractor's requisitions for payment in accordance
with the timeliness established in the General Conditions of the Contract for Construction.

Task 4. 10 Substantial Completion

The CONSULTANT, upon notification by the Contractor that the Work is substantially complete and ready for substantial
completion, including, but not limited to all " Life Safety Standards ", shall promptly conduct inspections to determine the
date or dates of substantial completiorifor the Work. If the CONSULTANT determines that in the CONSULTANT's opinion

the Work has reached substantial completion and the Work is ready for inspection, the CONSULTANT shall provide

written notice to the CITY and the Contractor. The CONSULTANT, including its engineers and consultants, the CITY and
the Contractor shall participate in a walk- through to inspect the Work. At the conclusion of the Inspection, the Work will
be determined as follows:

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Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in
accordance with the Contract Documents.

Substantially .Complete: If it is determined that the Work has achieved Substantial Completion, this is the date for
contract purposes that liquidated damages end and the CONSULTANT will prepare .a consolidated Substantial
Completion Punchlist which will incorporate all punchlists prepared by participants in the walk -through. The
Substantial Completion Punchlist will be provided to the Contractor within fifteen ( 15) days of the Inspection. The

Contractor shall complete the Substantial Completion Punchlist within thirty (30) days of its receipt and provide
written notice to the CONSULTANT that the Work is ready for final inspection and acceptance inspection and
acceptance. If the Substantial Completion Punchlist is not completed and the Project(s) accepted within thirty (30)
days of its receipt from the CONSULTANT without good cause shown, damages will be assessed as described in
the Contract Documents and such other consequences as allowed by contract and at law shall be employed.

Not Substantially Complete: If the CONSULTANT determines that the Work has not achieved Substantial
Completion, the CONSULTANT will notify the Contractor in writing of the deficiencies within ten ( 10) days of the
Inspection.

Task 4.11 Final Completion and Final Payment

4.11. 1 Upon receipt of written notice that the Work is ready for Final Inspection and Acceptance and upon receipt of a final

Requisition for Payment or at completion of the thirty ( 30) day punchlist period, whichever is earliest, the CONSULTANT,
its engineers and other consultants, .the CITY and the Contractor shall participate in a walk-through to inspect the Work.
At the conclusion of the inspection, the Work shall be determined to be as follows:

Finally Complete: If it is determined that the Work has achieved Final Completion, final payment shall be made in
accordance with the Contract Documents.

Not Finally Complete: If it is determined that the Work has not achieved Final Completion, the CONSULTANT
shall prepare a Final Completion Punch -list and Final Completion shall be achieved in accordance with the Contract
Documents.

If after the preparation of an initial Final Inspection Punch -list.additional legitimate Punch -list items are identified, the CITY

may, at its option, address the additional Punch -list items as items under guarantee.
After all Final Inspection Punch -list items have been completed, the CONSULTANT will recommend to CITY acceptance

of the Project(s) and make recommendations regarding the Contractor's final pay request. Acceptance occurs on the date
that the CITY..determines the Project(s) is( are) complete, including the proper and complete submittal of all warranties,
manuals, and other closeout documents, and no work remains to be performed.

Task 4.12 Record Documents

After construction is completed, the CONSULTANT utilizing record data provided by the Contractor along with the
CONSULTANT's own record data, shall revise and update the original construction contract documents showing all

changes made by addenda, substitutions, change orders or field instructions during construction. After the original
construction contract documents have been t!pciated<by the CONSULTANT" tn`conform to the record data, and the CITY
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has reviewed and approved these record documents, the CONSULTANT shall verify the following submittal requirements
and furnish to the CITY:

4.12. 1 One electronic copy and four (4) sets of full size blue line drawings of the updated record drawings.

4.12.2 The Contractor's marked -up record field set of drawings and a new, final survey, if applicable, of the Project(s)
furnished to the CONSULTANT by the Contractor.

4.12. 3 Four (4) sets of the annotated ( updated) Project Specifications indicating on all sections, the requirements of which

have been changed by addenda, by substitutions or by change orders, the addendum item, the substitution or the change
order which effected the change. Each Project Specification set shall include copies of all referenced written addenda,
substitutions, change orders or other documents that delineate the change.
4. 12.4 Four (4) copies of all maintenance and operations manuals, and equipment and product warranties.

4.12.5 One ( 1) set of approved shop drawings.

Task 4.13 Occupancy

During the final completion process, the 'CONSULTANT shall notify the CITY when, based upon the CONSULTANT's
observation, the Project(s) is( are) sufficiently complete to allow occupancy by the CITY. Occupancy by the CITY at any

time during the correction of punch -list items shall not alter the schedule or responsibilities of the CONSULTANT
regarding completion:

Task 4.14 Project Closeout

At Substantial Completion, the CONSULTANT shall immediately commence closeout of the Project(s), finalizing all
aspects of the construction phase, including; obtaining from the Construction Contractor all required submittals, such as

marked -up record documents, warranties, operating and maintenance manuals, releases of claim; updating and

submitting record documents; verifying the Contractor's completion of punch -list items; assisting the CITY with respect to
the final inspection and certificate of occupancy by the CITY's Building Department, Fire, Planning, Public Works, and

any other Agency that has Jurisdiction over the project including satisfactorily responding to all comments which apply to
the CONSULTANT and the CONSULTANT' s work.; completing the processing of any remaining contract change. orders;

evaluating the assessment of liquidated damages, if any, and reviewing and processing final payments to the
Contractor(s).

The CONSULTANT shall certify that, to the best of the CONSULTANT' s knowledge and belief, no

asbestos -containing building material (ACBM) was specified for, or was used in the construction of the Project(s).

Project(s) closeoutshali::be:completed within ::sixfy( 60)`calendardays after acceptanc of the completed Project(s) The
Project(s) .closeout as defined by.ahis se'ction,, e: ither by :the,:completion'.ofthe duties required :herein or.the. sixty (60). day
requirement identified: herein, . shall: be the !date of: t:he' corripletion:.of. this AGREEMENT for :purposes : of :payment,
assessment of :.damages incurred by .the :CITY;: deterrniination of :extended contract administration: if .-any, or ::any other

claims by the Architect;' insurance, and .such other;events ,or activitiesxwhich ;require a date of ::contract: completion tobe
made effective. .

Deliverables:

1. Receive Contractor Substantial Completion notification.,

2. Coordinate and attend field meetings tc rs.vievr Substantial c,ompletion

19

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3. Prepare and verify that punch lists are completed.

4. Certify Project completion to appropriate agencies.

5. Receive from Contractor original permit set, red -lined "as- built" drawings in a form acceptable to the

6. Prepare electronic record drawings and certify Project as complete per applicable jurisdictional requirements.
7. Submit five (5) full size copies of final as -built record drawings with applicable certifications of completion.

8. Submit final as -built record drawings electronically in CD. format.

9. Submit final Project photographs / aerials.

CONSULTANT to provide Close -Out Book with the following information:

1.

Permits: Complete final permit inspection sign -offs; ensure that all permits are closed

2.

Architect's &

Engineer's Certification of Project Completion that Project was built in accordance with plans and

specifications.

3.

Change orders: Provide all finalized change order information, including funding.

4.

Punch list: Provide complete list, including date item closed.

5.

Certificate of Substantial / Final Completion .

6.

Operating and Maintenance Manuals . .

7.

Pay applications .

8.

Final Waiver and Releases of Lien / Consent of Surety

9.

Material testing log

10. Permit fees log .

11. Record drawing log

Schedule: On -going throughout duration of Project.
Task 4:15 Not.Used

TASK 5 OTHER SERVICES . .

The following services and Designated Specialists shall be included as part of this lump sum contract.
Task 5. 1 Not Used

Task 5. 2 Not Used

Task.5. 3: Not Used

Task 5. 4 Not Used

Task 5.5 Surveying: The CONSULTANT shall arrange for and coordinate the efforts of licensed surveyors to prepare a
topographical survey within the Project limits to meet the intent of the approved Project Scope. Proposals for these
services shall be submitted to the CITY for review and appmvaL.,
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Task 5. 6 Underground Utility Verification: The CONSULTANT shall contract the services of an underground utility
location service to perform additional vacuum extraction excavations, as needed, in an effort to better identify existing

underground conditions where work is to be performed. Actual locations shall be as directed by the CONSULTANT,
subject to CITY review and acceptance.

Proposals for these services shall be submitted to the CITY for review and

approval.

Task 5. 7 Geotechnical

The CONSULTANT shall arrange for and coordinate the efforts of a geotechnical firm to perform boring / test excavations

as necessary to adequately define the soil characteristics for the purposes of design. Proposals for these services shall be
submitted to the CITY for review and approval.

Task 5. 8 Not Used

TASK 6 ADDITIONAL SERVICES

No additional services are envisioned at this time. However, if such services are required during the performance of the

Work, they shall be requested by CITY and negotiated in accordance with contract requirements pursuant to the hourly
rates identified in Schedule "C ".

Note that a separate Notice to Proceed is required prior to performance of any Work not expressly required by this Scope

of Services. If CONSULTANT, proceeds with " out of scope" work, without proper authorization, it does so at its own risk.
TASK 7 REIMBURSABLES

Task 7. 1: Reproduction Services: The CONSULTANT shall be reimbursed at the usual and customary rate for

reproduction of reports, contract documents and miscellaneous items, as may be requested by the CITY. Unused
amounts in this allowance shall be credited back to the CITY. at the completion of the Project.

Task 7. 2: Travel and Subsistence:

Travel and Subsistence is included as part of the basic services of this lump sum contract..

The CONSULTANT shall negotiate a fair and equitable agreement with each of the Designated Specialists based on the

terms and conditions of this AGREEMENT. The CONSULTANT may choose additional specialists, for which prior written
notice to the CITY shall be given, but shall not terminate or replace those originally designated without the prior written
approval of the CITY and without a signed and sealed or notarized release from the Designated Specialist being replaced
or justification acceptable to the CITY that such a release is not obtainable.'

The CONSULTANT's agreement(s) with its Designated Specialists shall specifically require the Designated Specialists to

visit the Project(s) during construction, as part of their comprehensive services, in order to guard the CITY against
deviations by the Contractor from requirements of the, Constructioncontra t Documents.
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21

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The CONS.ULTANT shall be responsible for all the work of the CONSULTANT's organization and that of the
CONSULTANT' s Designated Specialists.

In the required effort to avoid errors and omissions in the Construction

Documents, special attention shall be given by Designated Specialists to the coordination of their work with that of others.

However, the final responsibility for such coordination rests with the CONSULTANT. Nothing contained in this
AGREEMENT shall create any contractual relationship between the CITY and any of the Designated Specialists working
for the CONSULTANT. It shall be understood that the CONSULTANT is in no way relieved of any responsibility under the

terms of this AGREEMENT by virtue of the performance or non -performance of required services by any Designated
Specialist who may associate with the CONSULTANT in performing the work.

The CONSULTANT shall retain all financial and design documentation related to the Project for a minimum of four (4)
years after completion of this AGREEMENT, or for such longer period as may be required by law.

Minimum Drawing Requirements

The composite set of.drawings to be produced shall contain sufficient information and detail to clearly define all proposed

improvements in terms of quantity, quality and location. The CONSULTANT shall propose a drawing list to be reviewed
and approved by the CITY.

This is a lump sum contract.

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22

SCHEDULE B.
CONSULTANT COMPENSATION

Schedule of Payments

Design Services* $ 76, 618. 00

Bidding and Award Services $

1, 360. 00

Construction Administration Services (through Substantial Completion) ** $20, 290. 00

Project Closeout $ 1, 260. 00
Other Services $ 10, 850. 00
Reimbursable Allowance * ** 4
$,060.00

Note *: These services shall be paid based on percentage complete of each phase as identified in the individual tasks and
attached Schedule B, prepared by the CONSULTANT.

Construction Administration will be paid based on a monthly basis upon commencement of construction and for a

Note * *:

project duration of four ( 4) months ( through Substantial Completion). The CONSULTANT's monthly fee during this
construction phase will be $ 5, 072. 5.

In the event that, .through no fault of the CONSULTANT, Construction Administration services are required to be
extended, which extension shall be subject to prior CITY approval, at its sole discretion, the CONSULTANT agrees to
extend said services for $2,822 per month for the duration required to complete the project.

Note ***:

The reimbursable allowance belongs to the CITY and must be approved in advance, by the Project Coordinator. Unused
portions will not be paid to the CONSULTANT.

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EXHIBIT VIII
GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT

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00XXX. GENERAL CONDITIONS:

Proiect Manual:

1.

1. 1.

The Project Manual includes any general or special Contract conditions or

specifications attached hereto.

1. 2.

The Project Manual, along with all documents that make up and constitute the

Documents, shall be . followed in strict accordance as to work,

performance, material, 'and dimensions except.when Consultant may authorize,

Contract

in writing, an exception.
1. 3.

Dimensions given in figures are to hold preference over scaled measurements

from the drawings; however, all discrepancies shall be resolved by Consultant.

Contractor shall

not proceed when

in

doubt as to

any dimension

or

measurement, but shall seek clarification from Consultant.

1. 4.

2.

Contractor shall be furnished three ( 3) copies, free of charge, of the Project

Manual; two of which shall be preserved and always kept accessible to
Consultant and Consultant's authorized representatives. Additional copies of the
Project Manual may be obtained from City at the cost of reproduction.

Intention of City:

It is the intent of City to describe in the Contract Documents a functionally complete

Project ( or part thereof) to be constructed in accordance with the Contract Documents

and in accordance with all codes and regulations goveming construction of the Project.

Any work, materials or equipment that may reasonably be inferred from the Contract

Documents as being required to produce the intended result shall be supplied by

Contractor whether or not specifically called for. When words which have a well -known

technical or trade meaning are used to describe work, materials or equipment, such
words shall be interpreted in accordance with that meaning.

Reference to standard

specifications, manuals, or codes of any technical society, organization or association,- or

to the .laws or regulations of any governmental authority, whether such reference be

specific or by implication, shall mean the .latest standard specification, manual, code or
laws or regulations in effect at the time of opening of bids and Contractor shall comply
therewith.

City shall have no duties other than those duties and obligations expressly

set forth within the Contract Documents.

3.

Preliminary Matters:
3. 1.

Within five ( 5) calendar days prior to the pre -construction meeting described in
Section 3. 2, Contractor shall submit to Consultant for Consultant's review and
acceptance:

3. 1. 1

A project " Base Line" schedule, one ( 1) copy on a CD and One ( 1) hard
copy ( activities arranged in " waterfall "), in the Indicated form for Final
review and approval:

Bar Chart
Modified CPM
CPM
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Computerized CPM using the latest edition Primavera P3

X)

software

CPM shall be interpreted to be generally as outlined in the Association of

Contractors (

General

AGC)

publication, "

The

Use

CPM

of

in

Construction. ")

CONTRACTOR shall provide a preliminary man loaded, logic based " Base

Line" Project schedule using " Early Start" and " Early Finish" dates for each
activity. The Contractor shall include, in addition to normal work activity
input, input that encompasses all submittal approvals, delivery durations
for important materials and /or equipment, and Logic relationships of
activities including physical and site restraints. This input shall be

precedence based CPM scheduling using the most recent version of

Primavera

P3

software.

CONTRACTOR

shall

provide

PROGRAM

MANAGER with a copy of the software.

The preliminary . Base Line project schedule when submitted shall have
attached a run of the programs generated error report that states no errors
and be acceptable to CONSULTANT.

Monthly, CONTRACTOR shall submit with each progress application an

update of the Project Schedule with an error report stating no errors ( that
does not revise the base line schedule), showing the progress for the.
month. CONTRCTOR SHALL SUBMIT ONE HARD COPY AND ONE
ELECTRONIC

COPY.

In '

to

addition

the

Progress

Schedule

CONTRACTOR shall include a narrative report of the months' progress, an

explanation of any delays and or additions /deletions to activities.

It is strongly recommended that CONTRACTOR hire a seasoned
professional, in the use of Primavera P3, to develop and update the
Primavera P3 proiect schedule.

CONTRACTOR agrees to -attend weekly progress meetings and provide

an updated ( 3) week look ahead schedule for review and discussion and
monthly be prepared to discuss any:
1)

Proposed changes to. the Base Line schedule logic;

2)

Explain and provide a narrative for reasons why logic changes

3)

should be made;
Update to individual subcontractor activities; and

4)

Integration of changes into the. schedule.

The Project Schedule shalt be the basis of the CONTRACTOR' S work

and shall be complied with in all- respects.

If CONTRACTOR' S Work becomes more than ( 30) days behind schedule

CONTRACTOR shall be required to submit a " Make -Up" schedule to
PROGRAM MANAGER for review and acceptance that demonstrates
Catch Up" within thirty (

3)

CONTRACTOR

days.

CITYOF MIAMI3EACK

DATE: March 2011

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shall

provide,

at

CONTRACTOR' S cost; the necessary additional labor and or equipment

necessary to make -up the lost time. Failure to provide a " Make -Up" .
schedule or vigorously follow the " Make -Up" schedule shall be reason to
default CONTRACTOR.
3. 1. 2

After award but prior to the submission of the final progress schedule,
CONSULTANT, Contract Administrator and CONTRACTOR shall meet

with all utility owners and secure from them a schedule of utility

relocation, provided, however, neither CONSULTANT nor CITY shall be

responsible for the nonperformance by the utility owners.

3. 1. 3.

A preliminary schedule of Shop Drawing submissions; and

3. 1. 4.

In a lump sum contract or in a contract which includes lump sum bid items
of Work, a preliminary schedule of values for all of the Work which will

include quantities and prices of items aggregating the Contract Price and
will subdivide the Work into component parts in sufficient detail to serve
as the basis for progress payments during construction.

Such prices will

include an appropriate amount of overhead and profit applicable to each

item of work which will be confirmed in writing by Contractor at the time of
submission.

Such prices shall be broken down to show labor, equipment,

materials and overhead and profit.

3. 1. 5.

After award but prior to . the submission of the progress schedule,

Consultant, Contract Administrator and Contractor

shall

meet with

all

utility owners and secure from them a schedule of utility relocation,

provided, however, neither Consultant nor City shall be responsible for

the nonperformance by the utility owners.

3. 2.

At a time specified by Consultant but before Contractor starts the work at the
Project site, a conference attended by Contractor, Consultant and others as

deemed appropriate by Contract Administrator, will be held to . discuss the

schedules referred to in Section 3. 1, to discuss procedures for handling Shop
Drawings and other submittals and for processing Applications for Payment, and

to establish a working understanding among the parties as to the Work.

3. 3.

Within thirty -five ( 35) days from the Project Initiation Date
set forth in the Notice
Consultant and others, as
to Proceed, a conference attended by Contractor ,
appropriate, will be held to finalize the schedules submitted in accordance with

Section 3. 1. Within forty -five ( 45) days after the Project Initiation Date set forth in
the Notice to Proceed, the Contractor shall revise the original schedule submittal
to address all review comments from the CPM review conference and resubmit
for Consultant review.

The finalized progress schedule will be accepted by

Consultant only as providing an orderly progression of the Work to completion

within the Contract Time, but such acceptance shall not constitute acceptance by
City or Consultant of the means or methods of construction or of the sequencing
or scheduling of the Work, and such acceptance will neither impose on

Consultant or City responsibility for the progress or scheduling of the Work nor
CI7YOF MIAMI B
- EACH

DATE: March 2011

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relieve Contractor from full responsibility therefore.

The finalized schedule of

Shop Drawing submissions must be acceptable to Consultant as providing a

workable arrangement for processing the submissions. The finalized schedule of

values pursuant to Section 3. 1. 3 above must be acceptable to Consultant as to

form and substance.

Performance Bond and Payment Bond:

Within fifteen (15) calendar days of being notified of the award, Contractor shall furnish a
Performance Bond and a Payment Bond containing all the provisions of . the
Performance Bond and Payment Bond attached hereto as forms 00710 and 00720.
4. 1.

Each Bond' shall be in the amount of one hundred percent (100 %) of the

Contract

Price guaranteeing to City the completion and performance of the work covered

in such Contract as well as full payment of all suppliers, laborers, or .

subcontractors employed pursuant to this Project. Each Bond shall be with a

surety company which is qualified pursuant to Article 5.

4. 2.

Each Bond shall continue in effect for one year after Final Completion and

acceptance of the work with liability equal to one hundred percent (100 %) of the
Contract sum, or an additional bond shall be conditioned that Contractor will,
upon notification by City, correct any defective or faulty work or materials which*
appear within one year after Final Completion of the Contract.
4. 3.

Pursuant to the requirements of Section 255.05( 1)( a), Florida Statutes, as may
shall ensure that the bond( s)

be amended from time to time, Contractor

referenced above shall be recorded in the public records of Miami -Dade County
and provide City with evidence of such recording.
4.4.

Alternate Form of Security:

In lieu of a Performance Bond and a Payment Bond, Contractor may furnish

alternate forms of security which may be in the form of cash, money order,

certified check, cashier's check or unconditional letter of credit in the form

attached hereto as Form 00735.

Such alternate forms of security shall be

subject to the prior approval of City and for same purpose and shall be subject to
the same conditions as those applicable above and shall be held by City for one
year after completion and acceptance of the Work.
5.

Qualification of Surety
5. 1. .

Bid Bonds, Performance Bonds

Thousand Dollars ($ 500, 000. 00):

5. 1. 1.

and Payment Bonds over Five Hundred

Each bond must be executed by a surety company of recognized

standing, authorized to do business in the State of Florida as surety,

having a resident agent in the State of Florida and having been in

business with a record of successful continuous operation for at least five

5) years.
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DATE: March 2011

CITYOF:MIAMI BEACK
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5. 1. 2. The surety company shall hold a current certificate of authority as

acceptable surety on federal bonds in accordance with United States

Department of Treasury Circular 570, Current Revisions. If the amount of

the .Bond exceeds the underwriting limitation set forth in the circular, in
order to qualify, the net retention of the surety company shall not exceed

the underwriting limitation in the circular, and the excess risks must be
protected by coinsurance, reinsurance, or other methods in accordance
with Treasury Circular 297, revised September 1, 1978 ( 31 DFR Section

223. 10, Section 223. 111). Further, the surety company shall provide City
with evidence satisfactory to City, that such excess risk has been
protected in an acceptable manner.

5. 1. 3.

The City will accept a surety bond from a company with a rating of B+ or
better for bonds up to $ 2 million, provided, however, that if any surety
company appears on the watch list that is published quarterly by Intercom
of the Office of the Florida Insurance Commissioner, the City shall review

and either accept or reject the surety company based on the financial
information available to the City. A surety company that is rejected by the
City may be substituted by the Bidder or proposer with a surety company
acceptable to the City, only if the bid amount does not increase. The

following sets forth, in general, the acceptable parameters for bonds:

Policy- Financial
holder's
Ratings

Amount of Bond

5.00, 001 to 1, 000, 000 :

1, 000,001 to 2,000, 000
2,000, 001 to 5, 000, 000

5.2:

Size
Category

B+

Class I

B+

Class II

5, 000, 001 to 10, 000, 000

10, 000, 001 to 25, 000, 000

25, 000, 001 to 50, 000, 000 .

50, 000, 001 or more .

Class
Class
Class
Class

Class VII

III
IV
V
VI

For projects of $500,000. 00 or less, City may accept a Bid Bond, Performance
Bond and Payment Bond from a surety company which has twice the minimum

surplus and capital required by the Florida insurance Code at the time the
invitation to bid is issued, if the surety company is otherwise in compliance with
the provisions of the Florida Insurance Code, and if the surety company holds a

currently valid certificate of authority issued by the United States Department of

the Treasury under Section 9304 to 9308 of Title 31 of the United States Code,
as may be amended from time to time. The Certificate and Affidavit so certifying
Form

00722)

should be submitted with the Bid Bond and also with the

Performance Bond and Payment Bond.

5. 3.

More stringent requirements of any grantor agency are set forth within the
Supplemental Conditions.

If there are no more stringent requirements, the

provisions of this section shall apply.

CITYOF. MIAMI BEACH

DATE: March 2011
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6.

Indemnification

6. 1

Contractor shall indemnify and hold harmless City, its officers, agents, directors,
and employees, from liabilities, damages, losses, and costs, including, but not
limited to reasonable attorney's fees, to the extent caused by the negligence,
recklessness or intentional wrongful misconduct of Contractor

and

persons

employed or utilized by Contractor in the performance of this Agreement. Except

as specifically provided herein, this Agreement does not require Contractor to

indemnify City, its employees, officers, directors, or agents from any liability,

damage, loss,- claim, action, or proceeding. These indemnifications shall survive

the term of this Agreement. In the event that any action or proceeding is brought

against City by reason of any such claim or demand, Contractor shall, upon
written notice from City, resist and defend such action or proceeding by counsel
satisfactory to City.
6. 2

The indemnification provided above shall obligate Contractor to defend at its own
expense to and through appellate, supplemental or bankruptcy proceeding, or to
provide for such defense, at City's option, any and all claims of liability and all

suits and actions of every name and description covered by Section 6. 1 above
which may be brought against City whether performed by Contractor , or persons
employed or utilized by Contractor.
7

Insurance Requirements:

7. 1.

Without limiting any of the other obligations or liabilities of Contractor , Contractor

shall provide, pay for, .and maintain in force until all of its work to be performed

under. this Contract has been completed and accepted by City ( or for such
duration as is otherwise specified hereinafter), the insurance coverages set forth
herein.

7. 1. 1.

Compensation insurance to apply for all employees in

compliance with the " Workers' Compensation Law" of the State of Florida
and all applicable federal laws. In addition, the policy(ies) must include:

Workers'

7. 1. 1. 1.

Employers'

Liability with a limit of One Million Dollars

1, 000, 000. 00) Dollars ($)

7. 1. 1. 2.

each accident.

If any operations are to be undertaken on or about navigable

waters, coverage must be included for the U. S. Longshoremen
Harbor Workers Act and Jones Act.

7. 1. 2.

Comprehensive General Liability with minimum limits of One Million

Dollars ($ 1,

000, 000. 00) per occurrence, combined single limit for Bodily
Injury Liability and Property Damage Liability. Coverage mustbe. afforded

on a form no more restrictive than the latest edition of the Comprehensive

General Liability policy, without restrictive endorsements, as filed by the

Insurance Services Office, and must include:
X ] 7. 1. 2. 1. Premises and /or Operations.

CITYOF MIAMI- BEAC1i

DATE: March 2011

4`

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X ] 7. 1. 2. 2. 1ndependent Contractors.

7. 1. 2. 3. Products and /or Completed Operations for contracts over

X]

Fifty Thousand Dollars ($

50, 000. 00)

Contractor

shall

maintain in force until at least three years after completion of

all work required under the Contract, coverage for Products

and Completed Operations, including Broad Form Property

Damage.

X ] 7. 1. 2.4: Explosion, Collapse and Underground Coverages.

7. 1. 2. 5. Broad Form Property Damage.

X]

X ] 7. 1. 2.6. Broad Form Contractual Coverage applicable to. this specific

Contract, including any hold harmless and /or indemnification

agreement.

7. 1. 2.7.

Personal Injury Coverage with Employee and Contractual

Exclusions removed, with minimum limits of coverage equal

to those required for Bodily Injury Liability and Property

Damage Liability.
X]

7. 1. 2.8. City is to be expressly included as an Additional Insured with

respect to liability arising out of operations performed for City
by or on behalf of Contractor or acts or omissions of
Contractor in connection with general supervision of such
operation.

7. 1. 3.

Business Automobile Liability with minimum limits of One Million Dollars

1, 000, 000. 00) per occurrence, combined single limit for Bodily Injury

Liability and Property Damage Liability. Coverage must be afforded on a

form no more restrictive than the latest edition of the Business Automobile

Liability policy, without restrictive endorsements, as filed by the Insurance

Services Office, and must include:

X]

7. 1. 4.

7. 1. 3. 1.

Owned Vehicles.

7. 1. 3. 2.

Hired and Non -Owned Vehicles.

7. 1. 3. 3.

Employers' Non -Ownership. ( Not Applicable to this bid)

Builder's Risk insurance for the construction of and /or addition to

aboveground buildings or structures is /is not required.

The coverage

shall be " All Risk" coverage for 100 percent of the completed value,

covering City as a named insured, with a deductible of not more than Five
Thousand Dollars ($ 5, 000. 00) each claim.

7. 1. 4. 1.

Waiver of Occupancy Clause or Warranty Policy must be

specifically endorsed to eliminate any " Occupancy Clause"
or similar warranty or representation that the building( s),
CITYOF MIAMI BEACH

DATE: March 2011

7-

addition( s) or structure(s) in the course of construction shall

not be occupied without specific endorsement of the policy.

The Policy must be endorsed to provide that the Builder's,

Risk coverage will continue to apply until final acceptance of

the building( s), addition(s) or structure( s) by City:

7. 1. 4.2.

Flood

Insurance- -When

the

buildings

or structures

are,

located within an identified special flood hazard area, flood

insurance must be afforded for the lesser of the total
insurable value of such buildings or structures, or, the
maximum amount of flood insurance coverage available
under the National Flood Prograrn.
7. 1. 5.

Installation Floater for the installation of machinery and /or equipment into
an existing structure is /is not required. The coverage shall be " All Risk"

coverage including installation and transit for 100 percent of the " installed
replacement

cost value,"

covering City as a named insured, with a

deductible of not more than . Five. Thousand Dollars ($ 5, 000. 00) each
claim.

7. 1. 5. 1.

Cessation of Insurance-- Coverage is not to cease and is to

remain in force ( subject to cancellation notice) until final
acceptance by City.

7. 1. 52.

Flood Insurance - When

the machinery or equipment is
located within an identified special flood hazard area, flood
insurance must be afforded for the lesser of the total
insurable value of such buildings or structure, or, the
maximum amount of flood insurance coverage available
under the National Flood Program.

7. 2.

if the initial insurance expires prior to the completion of the work, renewal copies

of 'policies shall be furnished at least thirty ( 30) days prior to the date of their
expiration.

7. 3.

Notice of Cancellation and /or Restriction - The

policy(ies) must be endorsed to
provide City with at least thirty (30) days notice of cancellation and /or restriction.

7.4.

Contractor shall furnish to the City's Risk Manager Certificates of Insurance or

endorsements evidencing the insurance coverage specified above within fifteen

15) calendar days after notification of award of. the Contract.

The required

Certificates ` of Insurance shall name the types of policies provided,

refer

specifically to this Contract, and state that such insurance is as required by this

Contract. The Certificate of Insurance shall be in form similar to and contain the
information set forth in Form 00708.

7. 5.

The official title of the Owner is the City of Miami Beach, Florida. This official title
shall be used in all insurance documentation.

ci" YO?. MIAMI.B_ ACIDATE: March 2011

8.

Labor and Materials:

8. 1.

Unless otherwise provided herein, Contractor shall provide and pay for all
materials, labor, water, tools, equipment, light, power, transportation and other

facilities and services necessary for the proper execution and completion of the
Work, whether temporary or permanent and whether or not incorporated or to be
incorporated in the Work.
8. 2:

Contractor shall at all times enforce strict discipline and good order among its
employees and subcontractors at the Project site and shall not employ on the

Project any unfit person or anyone not skilled in the work to which they are
assigned.

9.

Royalties and Patents:

All fees, royalties, and claims for any invention, or pretended inventions, or patent of any

article, material, arrangement, appliance, or method that may, be used upon or in any
manner be connected with the construction of the Work or appurtenances, are hereby
included in the prices stipulated in this Contract for said work.
10.

Weather:

Extensions to the Contract Time for delays caused by the effects of inclement weather

shall be submitted as a request for a change in the Contract Time pursuant to Article 40.
These time extensions are justified only when rains or other inclement weather
conditions or related adverse soil conditions prevent Contractor from productively
performing controlling items of work identified on the accepted schedule or updates
resulting in:
1)

Contractor

being unable to work at least fifty percent ( 50 %)

of the normal

workday on controlling items of work identified on the accepted schedule or

updates due to adverse weather conditions; or
2)

Contractor must make major repairs to the Work damaged by weather. Providing
the damage was not attributable to a failure to perform or neglect by Contractor,

and providing that Contractor was unable to work at least fifty percent ( 50 %) of
the normal workday on controlling items of work identified on the accepted
schedule or updates.

11.

Permits. Licenses and Impact Fees:

11. 1.

Except as otherwise provided within the Supplemental Conditions, all permits

and licenses required by federal, state or local laws, rules and regulations

necessary for the prosecution of the Work undertaken by Contractor pursuant to

this Contract shall be' -secured and paid for by Contractor. It is Contractor's

responsibility to have and maintain appropriate Certificate( s) of Competency,

valid for the Work to be performed and valid for the jurisdiction in which the Work
is to be performed for all persons working on the Project for whom a Certificate of
Competency is required.
CtTYCF MIAMI IEA(`ri .
DATE: March 2011

11. 2.

Impact fees levied by the City and /or Miami -Dade County shall be paid by
Contractor.

Contractor shall be reimbursed only for the actual amount of the

impact fee levied by the municipality as evidenced by an invoice or other

acceptable documentation issued by the municipality.

Reimbursement to

Contractor in no event shall include profit or overhead of Contractor.

12.

Resolution of Disputes:
12. 1

To prevent all disputes and litigation, it is agreed by the parties hereto that
Consultant shall decide all questions, claims, difficulties and disputes of whatever

nature which may arise relative to the technical interpretation of the Contract
Documents and fulfillment of this Contract as to the character, quality, amount

and value of any work done and materials furnished, or proposed to be done or
furnished under or, by reason of, the Contract Documents and Consultant's
estimates and decisions upon all claims, questions, difficulties and disputes shall

be final and binding to the extent provided in Section. 12.2. Any claim, question,

difficulty or dispute which cannot be resolved by mutual agreement of City and

Contractor shall be submitted to Consultant in writing within twenty -one ( 21)
calendar days.

Unless a different period of time is set forth herein, Consultant

shall notify City and Contractor in writing of Consultant's decision within twenty-

one ( 21) calendar days from the date of the submission of the claim, question,
difficulty or dispute, unless Consultant requires additional time to gather
information or allow the parties to provide additional information. All non administrative disputes shall be determined by the Contract
technical
Administrator pursuant to the time periods provided herein. During the pendency

of any dispute and after a determination thereof, Contractor, Consultant and City
shall act in good faith to mitigate any potential damages including utilization of
construction schedule changes and alternate means of construction.
12.2

In the event the determination of a dispute under this Article is unacceptable to

either party hereto, the party objecting to the determination must notify the other
The
party in writing within ten ( 10) days of receipt of the written determination.
notice must state the basis of the objection and must be accompanied by a

statement that any Contract Price adjustment claimed is the entire adjustment to
which the objecting party has reason to believe it is entitled to as a result of the

Within sixty ( 60) days after Final Completion of the Work, the
parties shall participate in mediation to address all objections to any
determination.

determinations hereunder and to attempt to prevent litigation. The mediator shall

be mutually agreed upon by the parties. Should any objection not be resolved in
mediation, the parties retain all their legal rights and remedies provided under

State law. A party objecting to a determination specifically waives all of its rights
provided hereunder, including its rights and remedies under State law, if said

party fails to comply in strict accordance with the requirements of this Article.
13.

Inspection of Work:
13. 1.

Consultant and City shall at all times have access to the Work, and Contractor
shall provide proper facilities for such .access and for inspecting, measuring and
testing.

uCITY'JF MIF.MCBEAeH
DATE: March 2011

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13. 1. 1. Should the Contract Documents, Consultant's instructions, any laws,

ordinances, or any public authority require any of the Work to be specially
tested or approved, Contractor shall give Consultant timely notice of
readiness of the Work for testing. if the testing or approval is to be made

by an authority other than City, timely notice shall be given of the date

Testing shall be made promptly, and, where

practicable, at the source of supply. If any of the Work should be covered

fixed for such testing.

up without approval or consent of Consultant, it must, if required by

Consultant, be uncovered for examination and properly restored at

Contractor' s expense.

13. 1. 2. Reexamination of any of the Work may be ordered by Consultant with

prior written approval by the Contract Administrator, and if so ordered, the
Work must be uncovered by Contractor. If such Work is found to be in

accordance with the Contract Documents, City shall pay . the cost of

reexamination and replacement by means of. a Change Order. If such

Work is not in accordance with the Contract Documents, Contractor shall
pay such cost.
13. 2.

Inspectors shall have no authority to permit deviations from, or to relax any of the
provisions of, the Contract Documents or to delay the Contract by failure to

inspect the materials and work with reasonable promptness without the written
permission or instruction of Consultant.
13. 3.

The payment of any compensation, whatever may be its character or form, or the

giving of any gratuity or the granting of any favor by Contractor to any inspector,
directly or indirectly, is strictly prohibited, and any such act on the .part of
Contractor will constitute a breach of this Contract.

14.

Superintendence and Supervision:

14. 1.

The orders of City are to be given through Consultant, which instructions are to

shall keep on the

be strictly and promptly followed in every case. Contractor English
Project

during

its

full -time

progress,

competent

speaking

all satisfactory to Consultant. The

superintendent and any necessary

superintendent shall not be changed except with the written consent of

Consultant, unless the superintendent proves to be unsatisfactory to Contractor

and ceases to be in its employ. The superintendent shall represent Contractor

and all directions given to the superintendent shall be as binding as if given to
Contractor and will be confirmed in writing by Consultant upon the written request
of Contractor. Contractor shall give efficient supervision to the Work, using its
best skill and attention.
14. 2.

Daily, Contractor's superintendenfshall record, at a minimum, the following

the day ; date; weather conditions and how any

information in a bound log:

weather condition affected progress of the Work; time of commencement of work

for the day; the work being performed; materials, labor, personnel, equipment
and subcontractors at the Project site; visitors to the Project site, including
representatives of Consultant; regulatory representatives; any special or unusual

conditions or occurrences encountered; and the time of termination of work for

3

CITYDF MIAMIIBEA_CH
DATE: March 2011

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the day. All information shall be recorded in the daily log in ink. The daily log

shall be kept on the Project site and shall be available at all times for inspection
and copying by City and Consultant.

14. 3.

14. 4.

The Contract Administrator, Contractor and Consultant shall meet at least weekly
or as determined by the Contract Administrator, during the course of the Work to
review and agree upon the work performed to date and to establish the
controlling items of work for the next two weeks. The Consultant shall publish,
keep, and distribute minutes and any comments thereto of each such meeting.
If Contractor, in the course of prosecuting the Work, finds any discrepancy
between the Contract Documents and the physical conditions of the locality, or

any errors, omissions, or discrepancies in the Project Manual, it shall be

Contractor's duty to immediately inform Consultant, in writing, and Consultant will
promptly review the same. Any work done after such discovery, until authorized,
will be done at Contractor's sole risk.
14. 5.

Contractor shall supervise and direct the Work competently and efficiently,

devoting such attention thereto and applying such skills and expertise as may be

necessary to perform the Work in accordance with the Contract Documents.

Contractor shall be solely responsible for the means, methods, techniques,
sequences and procedures of construction. -

15.

City' s Right to Terminate Contract:

15. 1.

If Contractor fails to begin the Work within fifteen ( 15) calendar days after the
Project Initiation Date, or fails to perform the Work with sufficient workers and
equipment or with sufficient materials to insure the prompt completion of the
Work, or shall perform the Work unsuitably, or cause it to be rejected as .

defective and unsuitable, or shall discontinue the prosecution of the Work

pursuant to the accepted schedule or if Contractor

shall fail to perform any

material term set forth in the Contract Documents or if Contractor shall become
insolvent or be declared bankrupt, or commit any act of bankruptcy or insolvency,
or shall make an assignment for the benefit of creditors, or from any other cause

whatsoever shall not carry on the Work in an acceptable manner, Contract

Administrator may give notice in writing to Contractor and its Surety of such

delay, neglect or default, specifying the same. If Contractor , within a period of

five ( 5) calendar days after such notice, shall not proceed in accordance

therewith, then City may upon written certificate from Consultant of the fact of
such delay, neglect or default and Contractor's failure to comply with such notice,

terminate the services of Contractor , exclude Contractor

from the Project site

and take the prosecution of the Work out of the hands of Contractor ,

and

appropriate or use any or all materials and equipment on the Project site as may
be suitable and acceptable.

In such case, Contractor shall not be entitled to

receive any further payment until the Project is completed. in addition City may
enter into an agreement for the completion of the Project according to the terms
and provisions of the Contract Documents, or use such other methods as in

City's sole opinion shall be required for the completion of the Project according to

the terms and provisions of the Contract Documents, or use such other methods

as in City' s sole opinion shall be required for the completion of the Project in an
CITYO = MIAMI PEACH
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acceptable manner. All damages, costs and charges incurred by City, together

with the costs of completing the Project, shall be deducted from any monies .due
or which may become due to Contractor. In case the damages and expenses so

incurred by City shall exceed the unpaid balance, then Contractor shall be liable
and shall pay to City the amount of said excess.

15. 2.

If after notice of termination of Contractor's right to proceed, it is determined for

any reason that Contractor was not in default, the rights and obligations of City
and Contractor shall be the same as if the notice of termination had been issued

pursuant to the Termination for Convenience clause as set forth in Section 15. 3
below.

15. 3.

This Contract may be terminated for convenience in writing. by City upon ten ( 10)
days written notice to Contractor ( delivered by certified mail, return receipt

of intent to terminate and the date on which such termination

In such case, Contractor shall be paid for all work executed
and expenses incurred prior to termination in addition to termination settlement

requested)

becomes effective.

costs reasonably incurred by Contractor relating to commitments which had

become firm prior to the termination. Payment shall include reasonable profit for

work/services satisfactorily performed.

No payment shall be made for profit for

work/ services which have not been performed.

15. 4.

Upon receipt of Notice of Termination pursuant to Sections 15. 1 or 15. 3 above,

Contractor

shall promptly discontinue all affected work unless the Notice of

Termination directs otherwise and deliver or otherwise make available to City all

data, drawings, specifications, reports, estimates, summaries and such other

information as may have been required by the Contract Documents whether

completed or in process..
16.

Contractor's Right to Stop Work or Terminate Contract:

Should Consultant fail to review and approve or state in writing reasons for nonapproval

of any Application for Payment within twenty (20) days after it is presented, or if City fails
either to pay Contractor within thirty (30) days after presentation by Consultant of any

sum certified by Consultant, or to notify Contractor and Consultant in writing of any

objection to the Application for Payment, then Contractor may, give written notice to City
and Consultant of such delay, neglect or default, specifying the same. If City or
Consultant (where applicable), within a period of ten ( 10) calendar days after such notice

shall not remedy the delay, neglect, or default upon which the notice is based; then
Contractor may stop work or terminate this Contract and recover from City payment for
all work executed and reasonable expenses sustained therein plus reasonable

Any objection made by City to an Application for Payment shall

be submitted to Consultant in accordance with the provisions of Article 12 hereof.

termination expenses.

17.

Assignment:

Neither party hereto shall assign the Contract or any subcontract in whole or in part

without the written consent of the other, nor shall Contractor assign any monies due or to
become due to it hereunder, without the previous written consent of the Mayor and City
Commission.

J CITYOF MIAM! BEACH

DATE: March 2011

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18.

Rights of Various Interests:

Whenever work being done by City's forces or by other contractors is contiguous to or

within the limits of work covered by this Contract, the respective rights of the various
interests involved shall be established by the Contract Administrator to secure the
completion of the various portions of the work in general harmony.
19.

Differing Site Conditions:

In the event that during the course of the Work Contractor encounters subsurface or
concealed conditions at the Project site which differ materially from those shown on the
Contract Documents and from those ordinarily encountered and generally recognized as
inherent in work of the character called for in the Contract Documents; or unknown

physical conditions of the Project site, of an unusual nature, which differ materially from
that ordinarily encountered and generally recognized as inherent in work of the character
called for in the Contract Documents, Contractor , without disturbing the conditions and

before performing any work affected by such conditions, shall, within twenty -four ( 24)

hours of their discovery, notify City and Consultant in writing of the existence of the
aforesaid

conditions.

Consultant and City shall, within two ( 2) business days after

receipt of Contractor's written notice, investigate the site conditions identified by

Contractor. If, in the sole opinion of Consultant, the conditions do materially so differ and

cause an increase or decrease in Contractor's cost of, or the time required for, the

performance of any part of the Work, whether or not charged as a result of .the

conditions, Consultant shall recommend .an equitable adjustment to the Contract Price,

or the Contract Time, or both. If City and Contractor cannot agree on an adjustment in
the Contract Price or Contract Time, the adjustment shall be referred to Consultant for

determination in accordance with the provisions of Article 12.

Should . Consultant

determine that the conditions of the Project site are not so materially different to justify a

change in the terms of the Contract, Consultant shall so notify City and Contractor in

writing, stating the reasons, and such determination shall be final and binding upon the
parties hereto.

No request by Contractor for an equitable adjustment to the Contract under this

provision shall be allowed unless Contractor has given written notice in strict accordance

with the provisions of this Article. No request for an equitable adjustment or change to
the Contract Price or Contract Time for differing site conditions shall be allowed if made
after the date certified by Consultant as the date of substantial completion.
20.

Plans and Working Drawings:

City, through Consultant, shall have the right to modify the details of the plans and

specifications, to supplement the plans and specifications with additional plans, drawings
or additional information as the Work proceeds, all of which shall be considered as part
of the Project Manual. In case of disagreement between the written and graphic portions
of the Project Manual, the written portion shall govern.

L3

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CITYOF MIAMI: BEACH

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21.

Contractor to Check Plans, Specifications and Data:

Contractor shall verify all . dimensions, quantities and details shown on the plans,
specifications or other data received from Consultant, and shall notify Consultant of all
errors, omissions and discrepancies found therein within three ( 3) calendar days of
discovery.

Contractor will not be allowed to take advantage of any error, omission or

discrepancy, as full instructions will be furnished by Consultant. Contractor shall not be

liable for damages resulting from errors, omissions or discrepancies in the Contract
Documents unless Contractor recognized such error, omission or discrepancy and
knowingly failed to report it to Consultant.
22.

Contractor's Responsibility for Damages and Accidents:

22. 1.

Contractor shall accept full responsibility for the Work against all loss or damage
of whatsoever nature sustained until final acceptance by City, and shall promptly

repair any damage done from any cause whatsoever, except as provided in
Article 29.
22.2.

Contractor shall

be responsible for all

equipment

materials,

and

supplies

pertaining to the Project. In the event any such materials, equipment and
supplies are lost, stolen, damaged or destroyed prior to final acceptance by City,
Contractor shall replace same without cost to. City, except as provided in Article
29.
23.

Warranty:'

Contractor warrants to City that all materials and equipment furnished under this
Contract will be new unless otherwise specified and that all of the Work will be of good

quality, free from faults and defects and in conformance with the Contract Documents.
All work not conforming to these requirements, including substitutions not properly

approved and authorized, may be considered defective. If required by Consultant,

Contractor shall furnish satisfactory evidence as to. the kind and quality of materials and

equipment. This warranty is not limited by the provisions of Article 25 herein.

24.

Supplementary Drawings:
24. 1.

When, in the opinion of Consultant, it becomes necessary to explain the Work to

be done more fully, or to illustrate the Work further, or to show any changes
which may be required, supplementary drawings, with specifications pertaining
thereto, will be prepared by Consultant.

24. 2.

The supplementary drawings shall be binding upon Contractor with the same
force as the Project Manual. Where such supplementary drawings require either

less or more than the original quantities of work, appropriate adjustments shall be
made by Change Order.
25.

Defective Work:
25. 1.

Consultant shall have the authority to reject or disapprove work which Consultant
finds to be defective. If required by Consultant, Contractor shall promptly either
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correct all defective work or remove such defective work and replace it with
nondefective work.

Contractor shall bear all direct, indirect and consequential

costs of such removal or corrections including cost of testing laboratories and

personnel.

25. 2.

Should Contractor fail or refuse to remove or correct any defective work or to

make any necessary repairs in accordance with the requirements of the Contract

Documents within the time indicated in writing by Consultant, City shall have the
authority to cause the defective work, to be removed or corrected, or make such

repairs as may be necessary at Contractor's expense. Any, expense incurred by

City in making such removals, corrections or repairs, shall be paid for out of any

monies due or which may become due to Contractor , or may be charged against

the Performance Bond.

In the event of failure of Contractor to make all

necessary repairs promptly and fully, City may declare Contractor in default.
25. 3.

If, within one ( 1). year after the date of substantial completion or such longer
period of time as may be prescribed by the terms of any applicable special

warranty required by the Contract Documents, or by any specific provision of the

Contract Documents, any of the Work is found to be defective or not in
accordance with the Contract Documents, Contractor ,

after receipt of written

notice from City, shall promptly correct such defective or nonconforming Work
within the time specified by City without cost to City, to do so. Nothing contained
herein shall be construed to establish a period of limitation with respect to any
other obligation which Contractor might have under the Contract Documents
including but not limited to, Article 23 hereof and any claim regarding latent
defects.

25.4.

Failure to reject any defective work or material shall not in any way prevent later
rejection when such defect is discovered, or obligate City to final acceptance.

26.

Taxes

Contractor shall pay all applicable sales, consumer, use and other taxes required by law.

Contractor is responsible for reviewing the pertinent state statutes involving state taxes
and complying with all requirements.

27.

Subcontracts:

27. 1.

Contractor shall not employ any subcontractor against whom City or Consultant
may have a reasonable objection. . Contractor shall not be required to employ

any subcontractor against whom Contractor has a reasonable objection.

27. 2.

Contractor shall be fully responsible for all acts and omissions of its
subcontractors

and

of

persons

directly

or

indirectly

employed

by

its

subcontractors and of persons for whose acts any of them may be liable to the
same extent that Contractor is responsible for the acts and omissions of persons
directly employed by it. Nothing in the Contract Documents shall create any

contractual relationship between any subcontractor and City or any obligation on

the part of City to pay or to see the payment of any monies due any
C.:ITYOF MIAMI SEACH
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subcontractor. City or Consultant may furnish to any subcontractor evidence of

amounts paid to Contractor on account of specific work performed.
27. 3.

Contractor agrees to bind specifically every subcontractor to the applicable terms

and conditions of the Contract Documents for the benefit of City.

27. 4.

28.

Separate Contracts:
28. 1.

City reserves the right to let other contracts in connection with this Project.
Contractor shall afford other persons reasonable opportunity for the introduction
and storage of their materials and the execution of their work and shall properly
connect and coordinate this Work with theirs.

28. 2.

If any part of Contractor's Work depends for proper execution or results upon the
work of any other persons, Contractor shall inspect and promptly report to

Consultant any defects in such work that render it unsuitable for such .proper
execution

and

results.

Contractor's failure to so inspect and report shall

constitute an acceptance of the other person's work as fit and proper for the
reception of Contractor's. Work, except as to defects which may develop in other
contractor's work after the execution of Contractor's.
28. 3.

Contractor shall conduct its operations and take all reasonable steps to
coordinate the prosecution of the Work so as to create no interference or impact (.
on any other contractor on the site. Should such interference or impact occur,
Contractor shall be liable to the affected contractor for the cost of such
interference or impact.

28.4.

To insure the proper execution of subsequent work, Contractor shall inspect the

work already in place and shall at once report to Consultant any discrepancy
between the executed work and the requirements of the Contract Documents.

29.

Use of Completed Portions:

29. 1.

City shall have the right at its sole option to take possession of and use any
completed or partially completed portions of the Project.

Such possession and

use shall not be deemed an acceptance of any of the Work not completed in
accordance with the Contract Documents. If such possession and use increases,
the cost of or delays the Work, Contractor shall be entitled to reasonable extra

compensation or reasonable extension of time or both, as recommended by

Consultant and approved by City.
29. 2.

In the event City takes possession of any completed or partially completed

portions of the Project, the following shall occur:
29. 2. 1.

City shall give notice to Contractor in writing at least thirty (

30)

calendar days prior to City's intended occupancy of a designated

area.

CITY.OF MIAN11; 3EACH.

DATE: March 2011

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29.2.2. Contractor shall complete to the point of Substantial Completion the

designated

area

and

request

inspection

and

issuance

of

Certificate of Substantial Completion in the form attached hereto as

00925 from Consultant.
29. 2. 3.

Upon

issuance

Consultant's

of

Certificate

of

Substantial

Completion, City will assume full responsibility for maintenance,

utilities, subsequent damages of City and public, adjustment of
insurance coverage's and start of warranty for the occupied area.
29. 2.4. Contractor

shall complete all items noted on the Certificate of

Substantial Completion within the time specified by Consultant on

the Certificate of Substantial Completion, as soon as possible and

request final inspection and final acceptance of the portion of the

Work occupied.

Upon completion of final inspection and receipt of

an application for final payment, Consultant shall issue a Final

Certificate of Payment relative to the occupied area.
29. 2. 5.

If City finds it necessary to occupy or use a portion or portions of the

Work prior to Substantial Completion thereof, such occupancy or use

shall not commence prior to a time mutually agreed upon by City and
Contractor

and to which the insurance company or companies

providing the property insurance have consented by endorsement to

Insurance on the unoccupied or unused
the policy or policies.
portion or portions shall not be canceled or lapsed on account of
such partial occupancy or use. Consent of Contractor and of the

insurance company or companies to such occupancy or use shall not

be unreasonably withheld.
30.

Lands for Work:

30. 1.

City shall provide, as may be indicated in the Contract Documents, the lands

upon which the Work is to be performed, rights -of w

- ay and easements for access

thereto and such other lands as are designated by City or the use of Contractor.
30. 2.

Contractor shall provide, at Contractor's own expense and without liability to City,

any additional land and access thereto that may be required for temporary

construction facilities, or for storage of materials. Contractor shall furnish to City

copies of written permission obtained by Contractorr from the owners of such
facilities.

31.

Legal Restrictions and Traffic Provisions:

Contractor shall conform to 'and obey all applicable laws, regulations, or ordinances with
regard

to

labor employed,

hours

of work

and

Contractor's

general

operations.

Contractor shall conduct its operations so as not to close any thoroughfare, nor interfere
in any way with traffic on railway, highways, or water, without the prior written consent of
the proper authorities.

CITYZ.F M1AMI3ER6H
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32.

Location and Damage to Existing Facilities, Equipment or Utilities:

32. 1.

As far as possible, all existing utility lines in the Project area have been shown on
the plans. However, City does not guarantee that all lines are shown, or that the
It shall be the

ones indicated are in their true location.

Contractor

responsibility to identify and locate all underground and overhead utility lines or

equipment affecting or affected by the Project. No additional payment will be

made to the Contractor because of discrepancies in actual and plan location of

utilities, and damages suffered as a result thereof.
32. 2.

The Contractor shall notify each utility company involved at least ten ( 10) days
prior to the start of construction to arrange for positive underground location,

relocation or support of its utility where that utility may be in conflict with or
endangered by the proposed construction.

Relocation of water mains or other

utilities for the convenience of the Contractor shall be paid by the Contractor. All

charges by utility companies for temporary support of its utilities shall be paid for
by the Contractor. All costs of permanent utility relocation to avoid conflict shall
be the responsibility of the utility company involved: No additional payment will
be made to the Contractor for utility relocations, whether or not said relocation is
necessary to avoid conflict with other lines.
32. 3.

The Contractor shall schedule the work in such a manner that the work is not

delayed by the utility providers relocating or supporting their utilities. The

Contractor shall coordinate its activities with any and all public and .private utility
providers occupying the right -of w
- ay.

No compensation will be paid to the

Contractor for any loss of time or delay.

32. 4.

All overhead, surface or underground structures and utilities encountered are to

be carefully protected from injury or displacement. All damage to such structures
is to be completely repaired within a reasonable time; needless delay will not be
tolerated.
The City reserves the right to remedy such damage by .ordering
outside parties to make such repairs at the expense of the Contractor. All such

repairs made by the Contractor are to be made to the satisfaction of the utility
owner. All damaged utilities must be replaced or fully repaired. All repairs are to
be inspected by the utility owner prior to backfilling.
33.

Value Engineering:

Contractor may request substitution of materials, articles, pieces of equipment or any

changes that reduce the Contract Price by making such request to Consultant in writing.
Consultant will be the sole judge of acceptability, and no substitute will be ordered,
installed, used or initiated without Consultant's prior written acceptance which will be

evidenced by either a Change Order or an approved Shop Drawing. However, any

substitution accepted by Consultant shall not result in any increase in the Contract Price

or Contract Time. By making a request for substitution, Contractor agrees to pay directly

to Consultant all Consultant' s fees and charges related to Consultant's review of the

request for substitution, whether or not the request for substitution is accepted by

Consultant. Any substitution submitted by Contractor must meet the form, fit, function
and life cycle criteria of the item proposed to be replaced and there must be a net dollar

savings including Consultant review fees and charges. If a substitution is approved, the
61tvoF MIAM!;B N` }H
DATE: March 2011

c :

net dollar savings shall be shared equally between Contractor and City and shall be
processed as a deductive Change Order. City may require Contractor to furnish at
Contractor's expense a special performance guarantee or other surety with respect to

any substitute approved after award of the Contract.

34.

Continuing the Work:

Contractor shall carry on the Work and adhere to the progress schedule during all
disputes or disagreements with City, including disputes or disagreements concerning a
request for a Change Order, a request for a change in the Contract Price or Contract
Time. The Work shall not be delayed or postponed pending resolution of any disputes
or disagreements.
35.

Changes in the Work or Terms of Contract Documents:

35. 1.

Without invalidating the Contract and without notice to any surety City reserves
and shall have the right, from time to time to make such increases, decreases or
other changes in the. character or quantity of the Work as may be, considered

necessary or desirable to complete fully and acceptably the proposed

Any extra or additional work within the
scope of this Project must be accomplished by means of appropriate Field
construction in a satisfactory manner.

Orders and Supplemental Instructions or Change Orders.

35. 2.

Any changes to the terms of the Contract Documents must be contained in ' a
written document, executed by the parties hereto, with the same formality and of
equal dignity prior to the initiation of any work reflecting such change. This
section shall not prohibit the issuance of Change Orders executed only by City as
hereinafter provided.

36.

Field Orders and Supplemental Instructions:

36. 1.

The Contract Administrator, through Consultant, shall have the right to approve
and issue Field Orders setting forth written interpretations of the intent of the
Contract Documents and ordering .minor changes in Work execution, providing
the Field Order involves no change in the Contract Price or the Contract Time.

36. 2.

Consultant shall have the right to approve and issue Supplemental Instructions
setting forth written orders, instructions, or interpretations concerning the
Contract

Documents

or

its

performance,

provided

such

Supplemental

Instructions involve no change in the Contract Price or the Contract Time.

37.

Change Orders:
37. 1.

Changes in the quantity or character of the Work within the scope of the Project
which are not properly the subject cif .Field Orders or Supplemental Instructions,
including all changes resulting in changes in the Contract Price, or the Contract
Time, shall be authorized only by Change Orders approved in advance and
issued in accordance with the provisions of the City.

DATE: March 2011

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37. 2.

All changes to construction contracts must be approved in advance in

accordance with the value of the Change Order or the calculated value of the
All Change Orders with a value of $ 25, 000 or more shall be
approved in advance by the Mayor and City Commission. All Change Orders

time extension.

with a value of less than $ 25, 000 shall be approved in advance by the City
Manager or his designee.

37. 3.

In the event satisfactory adjustment cannot be reached for any item requiring a.
change in the Contract Price or Contract Time, and a Change Order has not

been issued, City reserves the right at its sole option to either terminate the
Contract as it applies to the items in ' question and make such arrangements as

may be deemed necessary to complete the disputed work; or submit the matter
in dispute to Consultant as set forth in Article 12 hereof. During the pendency of

the dispute, and upon receipt of a Change Order approved by City, Contractor

shall promptly proceed with the change in the Work involved and advise the

Consultant and Contract Administrator in writing within seven ( 7) calendar days

of Contractor's agreement or disagreement with the method, if any, provided in
the Change Order for determining the proposed adjustment in the Contract Price
or Contract Time.

37.4.

On approval of any Contract change increasing the Contract Price, Contractor

shall ensure that the performance bond and payment bond are increased so that
each reflects the total Contract Price as increased...
37. 5.

Under . circumstances determined necessary by City, Change Orders may be

issued unilaterally by City. .

38.

Value of Change Order Work:

38. 1.

The value of any work covered by a Change Order. or of any claim for an

increase or decrease in the Contract Price shall be determined in one of the

following ways:
38. 1. 1.

Where the work involved is covered by unit prices contained in the

Contract Documents, by application of unit prices to the quantities of
items involved, subject to the provisions of Section 38.7.

38. 1. 2.

By mutual acceptance of a lump sum which Contractor and City

acknowledge contains a component for overhead and profit.

38. 1. 3.

On the basis of the "cost of work," determined as provided in Sections

38. 2 and 38. 3, plus a Contractor's fee for overhead and profit which is
determined as. provided in Section 38.4.

38. 2.

The term " cost of work" means the sum of all direct costs necessarily incurred

and paid by Contractor in the proper performance of the Work described in the
Change Order.

Except as otherwise may be agreed to in writing by City, such

costs shall be in amounts no higher than those prevailing in the locality of the
Project, shall include only the following items and shall not include any of the
costs itemized in Section 38. 3.
C(TYQF M 4MI .
DATE: March 2011

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38. 2. 1.

Payroll costs for employees in the direct employ of Contractor in the

performance of the work described in the Change Order under

schedules of job classifications agreed upon by City and Contractor.

Payroll costs for employees not employed full time on the work

covered by the Change Order shall be apportioned on the basis of

Payroll costs shall include, but not be

their time spent on the work.

limited to, salaries and wages plus the cost of fringe benefits which
shall include social security contributions, unemployment, excise and
payroll

taxes,

workers'

or

workmen' s

compensation,

health

and

retirement benefits, bonuses, sick leave, vacation and holiday pay

application Thereto.

Such employees shall include superintendents

and foremen at the site.

The expenses of performing the work after

regular working hours, on Sunday or legal holidays, shall be included

in the above to the extent authorized by City.
38. 2. 2. .

Cost of all materials and equipment furnished and incorporated in the

work, including costs of transportation and storage thereof, and

manufacturers' field services required in connection therewith.

All

cash discounts shall accrue to Contractor unless City deposits funds

with Contractor with which to make payments, in which case the cash
discounts shall accrue to City. All trade discounts, rebates and
refunds, and all returns from sale of surplus materials and equipment

shall accrue to City and Contractor shall make provisions so that they
may be obtained.

Rentals

of

all

construction

equipment

and

machinery and the parts thereof whether rented from Contractor or

others in accordance with rental agreements approved by City with
the advice of Consultant and the costs of transportation, loading,
all in
unloading, installation, dismantling and removal thereof,
accordance with the terms of said agreements. The rental of any

such equipment, machinery or parts shall cease when the use thereof
is no longer necessary for the work.
38. 2. 3..

Payments made by Contractor to Subcontractors for work performed

by Subcontractors. If required by City, Contractor shall obtain
competitive bids from Subcontractors acceptable to Contractor and

shall deliver such bids to City who will then determine, with the advice
of Consultant, which

bids will be accepted.

If the Subcontract

provides that the Subcontractor is to be paid on the basis of cost of

the work plus a fee, the Subcontractor's cost of the work shall be
determined in the same manner as Contractor ' S cost of the work. All

Subcontractors shall be subject to the other provisions of the Contract

Documents insofar as applicable.

38.2. 4.

Cost of special consultants, including, but. not limited to, engineers,

architects, testing laboratories, and surveyors employed for services

specifically related to the performance of the work described in the

Change Order.
38. 2. 5.

Supplemental costs including the following:

COYOF MIAMI E1EACH-

DATE: March 2011

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38. 2. 5. 1.

The . proportion of necessary transportation, travel and

subsistence expenses of Contractor's employees incurred

in discharge of duties connected with the work except for

local travel to and from the site of the work.
Cost, including transportation and maintenance, of all

38. 2.5. 2.

materials, supplies, equipment, machinery, appliances,

office and temporary facilities at the site and hand tools

not owned by the workmen, which are consumed in the

performance of the work, and cost less market value of
such items used but not consumed which remains the

property of Contractor .
Sales, use, or similar taxes related to the work, and for

38. 2. 5. 3.

which Contractor is liable, imposed by any governmental

authority.
Deposits

38. 2. 5. 4.

lost

for .

other

causes

than

Contractor's

negligence; royalty payments and fees for permits and

licenses.

The cost of utilities, fuel and sanitary facilities at the site.

38. 2. 5. 5.

Receipted

382.5.6.

minor expenses such

as telegrams, long

distance telephone calls, telephone service at the site,

expressage and similar petty cash items in connection
with the work.

Cost of premiums for additional bonds and insurance

38.2. 5. 7.

required because of changes in the work.

38. 3.

The term " cost of the work" shall not include any of the following:
38. 3. 1.

Payroll

costs and

executives,

general

other compensation

principals (

managers,

of

partnership

engineers,

of Contractor's officers,

and

architects,

sole

proprietorships),

estimators,

lawyers,

auditors, accountants, purchasing and contracting agents, expediters,

timekeepers, clerks and other personnel employed by Contractor

whether at the site or in its principal or a branch office for general

administration of the work and not specifically included in the agreedupon schedule of job classifications referred to in Section 38. 2. 1., all
of which are to be considered administrative costs covered by
Contractor's fee.
38. 3. 2.

Expenses of Contractor' s principal and branch offices other than

Contractor' s office at the site.

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DATE: March 2011

CiTY0F`MIAMI`aEACh _.

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38. 3. 3.

Any . part of Contractor's capital expenses, including interest on

Contractor's capital employed for the work and charges against

Contractor for delinquent payments.

38. 3. 4.

Cost of premiums for all Bonds and for all insurance whether or not

Contractor is required by the Contract Documents to purchase and

maintain

the

except for additional

same,

bonds

and

insurance

required because of changes in the work.

38. 3. 5.

Costs

due

to

the

negligence

or

neglect

of

Contractor,

any

Subcontractors, or anyone directly or indirectly employed by any of

them or for whose acts any of them .may be liable, including but not
limited to, the correction of defective work, disposal of materials or

equipment wrongly supplied and making good any damage to

property.

38. 3. 6.

Other overhead or general expense costs of any kind and the cost of

any item not specifically and expressly included in Section. 38. 2.

38. 4.

Contractor's fee allowed to Contractor for overhead and profit shall be

determined as follows:

38.4. 1. A mutually acceptable fixed fee or if none can be agreed upon,

38.4.2. A fee based on the following percentages of the various portions of the
cost of the work:
38. 4. 2. 1.

For costs incurred under Sections 38.2. 1 and 38. 2. 2,

Contractor' s fee shall not exceed ten percent (10 %).

38.4.2.2.

For costs incurred under Section 38. 2. 3, Contractor's

fee shall not exceed seven and one half percent
7. 5 %);

and if a subcontract is on the basis of cost of

the work plus a fee, the maximum allowable to the

Subcontractor as a fee for overhead and profit shall not
exceed ten percent ( 10 %); and

No fee shall be payable on the basis of costs itemized

38. 4. 2. 3.

under Sections 38. 2. 4 and

38. 2. 5.3), and Section 38. 3.
38.5.

38. 2. 5, ( except Section

The amount of credit to be allowed by Contractor to City for any such change
which results in a net decrease in cost, will be the amount of the actual net

decrease. When both additions and credits are involved in any one, change, the
combined overhead and profit shall be figured on the basis of the net` increase, if
any, however, Contractor shall not be entitled to claim lost profits for any Work
not performed.

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DATE: March 2011

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38. 6.

Whenever the cost of any work is to be determined pursuant to Sections 38.2

and 38. 3, Contractor will submit in a form acceptable to Consultant an itemized

cost breakdown together with the supporting data.

38. 7.

Where .the quantity of any item of the Work that is covered by a unit price is
increased or decreased by more than twenty percent ( 20 %) from the quantity of
such work indicated in the Contract Documents, an appropriate Change Order
shall be issued to adjust the unit price, if warranted:

38. 8.

Whenever a change in the Work is to. be based on mutual acceptance of a lump

sum, whether the amount is an addition, credit or no change -in -cost, Contractor
shall submit an initial cost estimate acceptable to Consultant and Contract
Administrator.

38. 8. 1.

Breakdown shall list the quantities and unit prices for materials, labor,
equipment and other items of cost.

38. 8. 2.

Whenever . a

change

involves

Contractor

and

one

or

more

Subcontractors and the change is an increase in the Contract Price,

overhead

and

percentage

profit

for

Contractor

and

each

Subcontractor shall be itemized separately. .

38. 9.

Each Change Order must state within the body of the Change Order whether it is
based upon unit price, negotiated lump sum, or "cost of the work."

39.

Notification and Claim for Change of Contract Time or Contract Price:

39. 1.

Any claim for a change in the Contract Time or Contract Price shall be made by
written notice by Contractor to the Contract Administrator and to Consultant
within five ( 5) calendar days of the commencement of the event giving rise to the
claim and stating the general nature and cause of the claim. Thereafter, within

twenty ( 20) calendar days of the termination of the event giving rise to the claim,
written notice of the extent of the claim with supporting information and
documentation shall be provided unless Consultant allows an additional period of

time to ascertain more accurate data in support of the claim and such notice shall

be accompanied by Contractor's written notarized statement that the adjustment

claimed is the entire adjustment to which the Contractor has reason to believe it
is entitled as a result of the occurrence of said event. All claims for changes in
the Contract Time or Contract Price shall be determined by Consultant in .
accordance with Article 12 hereof, if City and Contractor cannot otherwise agree.
IT IS EXPRESSLY AND SPECIFICALLY AGREED THAT ANY AND ALL
CLAIMS FOR CHANGES TO THE CONTRACT TIME OR CONTRACT PRICE
SHALL BE WAIVED IF NOT SUBMITTED IN STRICT ACCORDANCE WITH
THE REQUIREMENTS OF THIS SECTION.
39. 2.

The. Contract Time will be extended in an amount equal to time lost on critical
Work items due to delays beyond the control of and through no fault or
negligence of Contractor if a claim is made therefore as provided in Section 39. 1.
Such delays shall include, but not be limited to, acts or neglect by any separate

contractor employed by City, fires, floods, labor disputes, epidemics, abnormal

weather conditions or acts of God.
C,TYOF llllMMl aEACFi
DATE: March 2011

25

40.

No Damages for Delay:

No claim for damages or any claim, other than for an extension of time, shall be made or
asserted against City by reason of any delays except as provided herein. Contractor
shall not be entitled to an increase in the Contract Price or payment or compensation of

any kind from City for direct, indirect, consequential, impact or other costs, expenses or
damages, including but not limited to costs of acceleration or inefficiency, arising
because of delay, disruption, interference or hindrance from any cause whatsoever,
whether

such

delay,

disruption,

interference

or

hindrance

be

reasonable

or

unreasonable, foreseeable or unforeseeable, or avoidable or unavoidable; provided,

however, that this provision shall not preclude recovery of damages by Contractor for

actual delays due solely to fraud, bad faith or active interference on the part of City or its
Consultant. Otherwise, Contractor shall be entitled only to extensions of the Contract
Time as the sole and exclusive remedy for such resulting delay, in accordance with and

to the extent specifically provided above..

41.

Excusable Delay; Compensable; Non -Compensable:

41. 1

Excusable Delay. Delay which extends the completion of the Work and which is
caused by circumstances beyond the control of Contractor or its subcontractors,
suppliers or vendors is Excusable Delay.

Contractor is entitled to a time extension of the Contract Time for each day the

Work is delayed due to Excusable Delay. Contractor shall document its claim for
any time extension as provided in Article 39 hereof.
Failure of Contractor to comply with Article 39 hereof as to any particular event of

delay shall be deemed conclusively to constitute a waiver, abandonment or

relinquishment of any and all claims resulting from that particular event of delay.
Excusable Delay may be compensable or non- compensable:.
a)

Compensable Excusable Delay. Excusable Delay is compensable when ( 1)

the delay extends the Contract Time, ( ii) is caused by circumstances
beyond the control of the Contractor or its subcontractors, suppliers or

vendors, and ( iii) is caused solely by fraud, bad faith or active interference
In no event shall Contractor be
on the part of City or its agents.
compensated for interim delays which do not extend the Contract Time.

Contractor shall be entitled to direct and indirect costs for Compensable

Excusable Delay. Direct costs recoverable by Contractor shall be limited to the

actual additional costs allowed pursuant to Article 38 hereof.

City and Contractor recognize and agree that the amount of Contractor' s precise
actual indirect costs for delay in the performance and completion of the Work is
impossible to determine as of the date of execution of the Contract Documents,
and that proof of the precise amount will be difficult.

Therefore, indirect costs

recoverable by the Contractor shall be liquidated on a daily basis for each day
the Contract Time is delayed due to a Compensable Excusable Delay. These
cITYOF M :AK BEAC :i .
DATE: March 2011

liquidated indirect costs shall be paid to compensate Contractor for all indirect

costs caused by a Compensable Excusable Delay and shall include, but not be

limited to, all profit on indirect costs, home office overhead, acceleration, loss of
earnings, loss of productivity, loss of bonding capacity, loss of opportunity and all
other indirect costs incurred by Contractor. The amount of liquidated indirect
costs recoverable shall be one thousand four hundred dollars ($ 1, 400) per

day for each . calendar day the Contract is delayed due to a Compensable
Excusable Delay.
b)

Non- Compensable Excusable Delay. When Excusable Delay is ( i) caused

by circumstances beyond the control of Contractor, its subcontractors,

suppliers and vendors, and is also caused by circumstances beyond the

control of the City or Consultant, or ( ii) is caused jointly or concurrently by

Contractor or its subcontractors, suppliers or vendors and by the City or
Consultant, then Contractor shall be entitled only to a time extension and
no further compensation for the delay.
42.

Substantial Completion:

When Contractor considers that the Work, or a portion thereof designated by City

pursuant to Article 29 hereof, has reached Substantial Completion, Contractor shall so

notify City and Consultant in writing. Consultant and City shall then promptly inspect the

Work. When Consultant, on the basis of such an inspection, determines that the Work
or designated portion thereof is substantially complete, it will then prepare a Certificate
of Substantial Completion in the form attached hereto as Form 00925 .which shall
establish the Date of Substantial Completion; shall state the responsibilities of City and

Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance;

and shall list all Work yet to be completed to satisfy the requirements of the Contract .
Documents for Final Completion. The failure to include any items of corrective work on
such list does not alter the responsibility of Contractor to complete all of the Work in
accordance with the Contract Documents.

Warranties required by the Contract

Documents shall commence on the date of Substantial Completion of the Work or

designated portion thereof unless otherwise provided in the Certificate of Substantial

Completion. The Certificate of Substantial Completion shall be submitted to City through

the Contract Administrator and Contractor for their written

acceptance

of

the

responsibilities assigned to them in such Certificate.

43.

No Interest:

Any monies not paid by City when claimed to be due to Contractor under this

Agreement, including, but not limited to, any and all claims for contract damages of any
type, shall not be subjebt to interest including, but not limited to prejudgment interest.
However, the provisions of City's prompt payment ordinance, as such relates to

timeliness of payment, and the provisions of Section 218.74(4), Florida Statutes ( 1989)
as such relates to the payment of interest, shall apply to valid and proper invoices.
44.

Shop Drawings:
44. 1.

Contractor shall, submit Shop Drawings as required by the Technical

Specifications.
The purpose of the Shop Drawings is to show the suitability,
C. TYOF 4JII , MI I EA( H'

DATE: March 2011

27

efficiency, technique of manufacture, installation requirements, details of the

item and evidence of its compliance or noncompliance with the Contract
Documents.

44. 2.

Within thirty ( 30) calendar days after the Project Initiation Date specified in the
Notice to Proceed, Contractor shall submit to Consultant a complete list of

preliminary data on items for which Shop Drawings are to be submitted and
shall identify the critical items. Approval of this list by .Consultant shall in no way
relieve Contractor from submitting complete Shop Drawings and providing

materials, equipment, etc., fully in accordance with the Contract Documents.

This procedure is required in order to expedite final approval of Shop Drawings.
44. 3.

After the approval of the list of items required in Section 44.2 above, Contractor

shall promptly request Shop Drawings from the various manufacturers,

fabricators, and suppliers. Contractor shall include all shop drawings and other
submittals in its certification.
44.4.

Contractor shall thoroughly review and check the Shop Drawings and each and
every copy shall show this approval thereon.

44. 5.

If the Shop Drawings show or indicate departures from the . Contract

requirements, Contractor shall make specific mention thereof in , its letter of
Failure to point out such departures shall not relieve Contractor

transmittal.

from its responsibility to comply with the Contract Documents.

44. 6.

Consultant shall review and approve Shop Drawings within fourteen ( 14)
calendar days from the date received, unless said Drawings are rejected by
Consultant for material reasons. Consultant's approval of Shop Drawings will be
general and shall not relieve Contractor . of responsibility for the accuracy of

such Drawings, nor for the proper fitting and construction of the work, nor for the
furnishing of materials or work required by the Contract Documents and not
indicated on the Drawings. No work called for by Shop Drawings shall be
performed until the said Drawings have been approved by Consultant. Approval
shall not relieve Contractor from responsibility for errors or omissions of any sort
on the Shop Drawings.
44.7.

No approval will be given to partial submittals of Shop Drawings for items which
interconnect and /or are interdependent where necessary to properly evaluate

It is Contractor' s responsibility to assemble the Shop Drawings for

all such interconnecting and /or interdependent items, check them and then

the design.

make one submittal to Consultant along with its comments as to compliance,

noncompliance, or features requiring special attention.
44.8.

If catalog sheets or prints of manufacturers' standard drawings are submitted as

Shop Drawings, any additional information or changes on such drawings shall

be typewritten or lettered in ink..
44. 9.

Contractor shall submit the number of copies

required

by Consultant.

Resubmissions of Shop Drawings shall be made in the same quantity until final
approval is obtained.

DATE: March 2011

CITYQ`r MIAOVII BEACF ,,

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44. 10.

Contractor shall keep one set of Shop Drawings marked with Consultant's
approval at the job site at all times.

45.

Field Layout of the Work and Record Drawings:

45. 1.

The entire responsibility for establishing and maintaining line and grade in the
field lies with Contractor.

Contractor

shall maintain an accurate and precise

record of the location and elevation of all pipe lines, conduits, structures,
maintenance access structures, handholes, fittings and the like and shall
prepare

record

or "

as- built" drawings of the same which are sealed by a

Professional Surveyor.

Contractor shall deliver these records in good order to

Consultant as the Work is completed.

The cost of all such field layout and .

recording work is included in the prices bid for the appropriate items. All record
drawings shall be made on reproducible paper and shall be delivered to
Consultant prior to, and as a condition of, final payment.

45. 2.

Contractor shall maintain in a safe place at the Project site one record copy of
all Drawings, Plans, Specifications, Addenda, written amendments, Change
Orders, Field Orders and written interpretations and clarifications in good order

and annotated to show all changes made during construction.

These record

documents together with all approved samples and a. counterpart of all approved

Shop Drawings shall be available at all times to Consultant for reference. Upon
Final Completion of the Project and prior to Final Payment, these record

documents, samples and Shop Drawings shall be delivered to the Contract

Administrator.
45. 3.

Final Payment, Contractor

Prior to, and as a condition precedent to

shall

submit to City, Contractor's record drawings or as -built drawings acceptable to

Consultant.
46. -

Safety and Protection:

46. 1.

Contractor shall be solely responsible for initiating, maintaining and supervising

all safety precautions and programs in connection with the Project. Contractor
shall take all necessary precautions for .the safety of, and shall provide the
necessary protection to prevent damage, injury or loss to:
46. 1. 1.

All employees on the work site and other persons who may be
affected thereby;

46. 1. 2.

All the work and all materials or equipment to be incorporated therein,

whether in storage on or off the Project site; and

46. 1. 3.

Other property at the Project site or adjacent thereto, including trees,

shrubs, lawns, walks, pavements, roadways, structures and utilities

not designated for removal, relocation or replacement in the course of

construction.

DATE: March 2011

CITYQ ?.MIAUll BEACH

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46. 2.

Contractor shall comply with all applicable laws, ordinances, rules, regulations
and orders of any public body having jurisdiction for the safety of persons or

property or to protect them from damage, injury or loss; and shall erect and .
maintain all necessary safeguards for such safety and protection.

Contractor

shall notify owners of adjacent property and utilities when prosecution of the
work may affect them. All damage, injury or loss to any property referred to in
Sections 46. 1. 2 and 46. 1. 3 above, caused directly or indirectly, in whole or in

part, by Contractor , any Subcontractor or anyone directly or indirectly employed

by any of them or .anyone for whose acts any of them may be liable, shall be
remedied by Contractor . Contractor's duties and responsibilities for the safety
and protection of the work shall continue until such time as all the Work is
completed and Consultant has issued a notice to City and Contractor that the
Work is acceptable except as otherwise provided in Article 29 hereof.
46. 3.

Contractor shall designate a responsible member of its organization at the Work

site whose duty shall be the prevention of accidents. This person shall be
designated
superintendent
unless
otherwise
Contractor's
in writing by
Contractor to City.

47. Final Bill of Materials:

Contractor shall be required to submit to City and Consultant a final bill of materials with
of all materials with a unit cost for each material and thc total shall agree with unit costs

established for ach Contract item. A Final Certificate for Payment cannot be iacucd by

accuracy of thc units of Work.

48.

Payment by City for Tests:

Except when otherwise specified in the Contract Documents, the expense of all tests

requested by Consultant shall be borne by City and performed by a testing firm chosen

by Consultant. For road construction projects the procedure for making tests required by

Consultant will be in conformance with the most recent edition of the State of Florida,
Department of Transportation Standard Specifications for Road and Bridge Construction.

The cost of any required test which Contractor fails shall be paid for by Contractor.
49.

Project Sign:

Any requirements for a project sign shall be paid by the Contractor as specified by City
Guidelines'.
r

50.

Hurricane Precautions:

50. 1.

During such periods of time as are designated by the United States Weather
Bureau as being a hurricane warning or alert, the Contractor, at no cost to the

City, shall take all precautions necessary to secure the Project site in response

to all threatened storm events, regardless of whether the City or Consultant has
given notice of same.

CITYO- MIAMI BEACF

DATE: March 2011

30:,

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50. 2.

Compliance with any specific hurricane warning or alert precautions will not
constitute additional work.

50. 3.
Conditions.

50. 4.

Suspension of the Work caused by a threatened or actual storm event,

regardless of whether the City has directed such suspension, will entitle the
Contractor to additional Contract Time as noncompensable, excusable delay,
and shall not give rise to a claim for compensable delay.
51.

Cleaning Up; City's Right to Clean Up:

Contractor shall at all times keep the premises free from accumulation of waste
materials or rubbish caused by its operations. At the completion of the Project,
Contractor shall remove all its waste materials and rubbish from and about the Project
as well as its tools, construction equipment, machinery and surplus materials..

If

Contractor fails to clean up during the prosecution of the. Work or at the completion of
the Work, City may do so and the cost thereof shall be charged to Contractor. If a

dispute arises between Contractor and separate contractors as to their responsibility for
cleaning up, City may clean up and charge the cost thereof to the contractors
responsible therefore as Consultant shall determine to be just.

52.

Removal of Equipment:

In case of termination of this Contract before completion for any cause whatever,
Contractor, if notified to do so by City, shall promptly remove any part or all of

Contractor's equipment and supplies from the property of City, failing which City shall
have the right to remove such equipment and supplies at the expense of Contractor.
53.

Nondiscrimination, .Equal Employment Opportunity, and Americans with Disabilities Act:

Contractor shall not unlawfully discriminate against any person in its operations and
activities or in its use or expenditure of funds in fulfilling its obligations under this
Agreement. Contractor shall affirmatively comply with all applicable provisions of the

Americans with Disabilities Act (ADA) in the course of providing any services funded by

City, including Titles 1 and 11 of the ADA ( regarding nondiscrimination on the basis of
disability),

and

all

applicable

regulations,

guidelines,

and standards.

In

addition,

Contractor shall take affirmative steps to ensure nondiscrimination in employment

against disabled persons.

Contractor's decisions regarding the delivery of services under this Agreement shall be
made without regard to or consideration of race, age; religion, color, gender, sexual

orientation, national origin, marital status, physical or mental' disability, political affiliation,

or any other factor which cannot be lawfully used as a basis for service delivery.
Contractor shall not engage in or commit any discriminatory practice in violation of City
of Miami Beach Ordinance No 92.2824 in performing any services pursuant to this
Agreement.

CITYOF MIAMI E3E'AP'rl

DATE: March 2011

3.

54.

Project Records:

City shall have the right to inspect and copy, at City's expense, the books and records

and accounts of Contractor which relate in any way to the Project, and to any claim for
additional compensation made by Contractor, and to conduct an audit of the financial

and accounting records of Contractor which relate to the Project and to any claim for
Contractor

additional compensation made by Contractor.

shall

retain

and

make

available to City all such books and records and accounts, financial or otherwise, which
relate to the Project and to any claim for a period of .three ( 3) years following Final
Completion of the Project. During the Project and the three ( 3) year period following
Final Completion of the Project, Contractor shall provide City access to its books and
records upon seventy -two (72) hours written notice.

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EXHIBIT IX
RISK ASSESSMENT PLAN

The Construction Manager agrees to abide by the attached Risk Assessment Plan dated August 10,
2011, pursuant to the CM' s proposal submitted in response to RFQ #42- 10/ 11.

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B MINIMUM REQUIREMENTS

Tent' s prolect sco

and requirements are not c

andShell Renovation),' Possibili

S

5 RISK ASSESSMENT PLAN ( RA

esignand budget notcomp

rolectacopearl.d requiremen
an to Minimize Risk

Our' staff will establish . 4:,clear concise andt;constant` line o

communication with all key team members for the project:,during the design phase, ensuring
that the client' s project scope and requirements are clearly defined and understood , During t
design phase, early,involvement of the DSC s staff is essential. The Troves and Steveand other
assigned,;staff will attend w:eekly designf'meetmgs; to assist m identifying critical issues early in
sr Yi[ i S' , 1 4 ear 7 -r*.
rtV , , the process to,help ebmmae,Ca achanges to the project
scope and requirements Our team will
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provide
ress
estimates
nd'
construe
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re

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ort,
teach desi 9 n milestones to guarantee
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Tat the intended design and budget are m synch witl the Gty of Miami' s project scope; and'
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uirements

Risk 2 BEA.Architects A
Plan' to Minimize Risk

he initial project sched ule

" will be submitted' to City, of Miami

Beach, BEA Architects, and Consultants for

and approval, it will identify critical activities

dates associated with deliverables that are part of the City of Miami and, BEA Architects, and
Consultants approval process

DSC will identify a time frame associated with the approval"

procurement process and` installation of Landscape Materials ( visit nursery to identify

acceptable plant materials to be installed on the prolect), identify time frame '.for

the proper approval, procurement and installation of walkway and tree pit finishes

provide mock -up samples of walkway and tree pit finishesfor approval); Identify time
frames associated with the approval, procurement and installation of unique seating
tables, speciality lighting and marquee signage;
r

will be reviewed daily, weekly, 'bi- weekly , monthly or as needed to 'keep

The prolect schedule

all key stakeholders informed of the current status of all schedule. procuremenicritical milestones
dates yIf a `project delay occurs, all team members are informed immediately, then a recovery
schedule with the input of all` key team members is produced without delay.
Risk 3: Environmental Issues -

Detrimental Atmospheric affect of adjacent seawater body

corrosive effect to construction materials used in the systems components)

Plan to Minimize Risk The team will collaborate with the BEA Architects and subcontractors to
recommend construction materials that are resistant to corrosive adjacent saltwater .atmosphere

Risk 4:

Uncertain Permitting Durations, governmental: agencies actions delay or take long

longer than anticipated; regulations change, new information needed" for permits
Plan to Minimize Risk -

The project team will schedule meetings with key decision makers

of all applicable permitting agencies to discuss the project specifics, project schedule, current

permitting processes ( submission,' review, approval, an.t es),

current regulations, and the

expediting process. The project ,tea in will of o'_include an experienced permit expediter . The
following agencies will be contacted WASAD, C) ERM` Landscaping, FDOT, DEP, Army Corp of
Engineers, and City of Miami Beach - Zoning and Public Works.
D. STEPHENSON
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2. B. MINIMUM REQUIREMENTS - 5. RISK- ASSESSMENT, PLAN ( RAP),.

Risk 5:

Price Escalation of Material .Costs

Plan to Minimize Risk -

During the bidding phase all qualified subcontractors, vendors, a

suppliers, will be instructed to lock in material costs for the duration of the project..
Risk 6:

Incorrect as -built information and surveys, unidentified and identified existing site

utilities and existing easements that interface with the new site improvements, new easements '
need to be recorded and existing site utility systems
needs to occurin a timely fcishion ' `.
to not delay the project.

Early in the design process the DSC. will verify as- built, survey, and
easement information that is' accessible and can be actually verified.
Plan to Minimize Risk

Plan to: Minimize Risk

The protect schedule znll be developed from receiving input from' al

parties that are responsible for theprotect completion date Included into the project',schedule:'
are the design process activities, construction activities, permlttrng%inspections,' and FFE process.

We link all the proper relationships across all activities such that''the scledul'; logic indicates a
realistic completion. This information Will. be conveyed early to the City of Ivlia ni Beach Staff.

Minimize disruption to Park Operations and Existing Adjacent Community during

potential problems minimizing impact to vehicular and pedestrian
traffic during construction.
Risk 8:

renovation of Band Shell -

Plan to Minimize Risk -

Schedule and attend meetings with the community leaders, park

supervisors, and the appropriate government agencies to discuss alternate pedestrian and
vehicular routes that allow for safe entrance and exit into park that does not disrupt the adjacent

community lifestyle. Permanent construction signage and experienced traffic monitors" "will
be provided in strategic locations ( Collins Avenue, 72nd and 73rd street) to direct traffic; a

comprehensive MOT PLAN will be, prepared and implemented.

Risk 9: Local community support' of project

Plan' to Minimize Risk - At project inception, there will be a joint collaboration with the City

of Miami Beach and our project staff, coordinating community outreach events that inform the
community of the project details, and establish job opportunities through community workshops.

To createanvolvement and awareness, our Team will be utilizing social media- outletsincluding
Twitter,'`Facebook and Linkedin to ' share information with all interested parties Designated

accounts will be set -up on all 3 outlets by a coordinator who' will be uploading status` updates,
events, along with progress photos of the project. Through.ahese outlets all interested. parties will
be able to either follow the project from start

finish. Additionally, project photos' and updates

will be shared on the D. Stephenson Websites for further exposure for the City of Miami Beach.
Value Added Options or Alternates

Warranty Period - D. Stephenson Construction offers ` fwo jeer- warranty instead of typical one

year, video tape training session With mci. tencnce p ,sonrel on all building systems, also at
3 month intervals we schedule warranty inspections with client' s maintenance staff. There is no
additional cost for this service.
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D. STEPHENSON
Con

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EXHIBIT X
PROPOSAL DOCUMENTS PURSUANT TO RFQ # 42 -10/ 11

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2. B. MINIMUM REQUIREMENTS - 1.

a.

PROPOSER' S EXPERIENCE

Years of Experience:

D. Stephenson Construction, Inc. has 19 years of experience providing CM@Risk and Design
Build services for projects of the same size and complexity as required by this RFQ.
D. Stephenson Construction, Inc. is a Florida Corporation established in January 30, 1992
by Dwight and Dinah Stephenson, who instilled their own values of honesty and integrity in
establishing a company dedicated to building long lasting client relationships by providing
unequaled service. Since inception, D. Stephenson Construction, Inc. has provided CM@Risk,

Design Build, Construction Management and General Contracting services td public and
private sector clients, throughout Miami -Dade, Broward, and Palm Beach Counties and has

earned a reputation for delivering complex projects on time and within budget.

Our team of dedicated professionals, known for being the best in their specialties, was carefully
assembled from across the construction and administration disciplines to provide first class

construction services for each project. In our constant pursuit of providing quality service, we
offer clients the services of more than 30 employees from our offices in Ft. Lauderdale, Delray
Beach, Palm Beach County and Lake Mary in Seminole County. Our valued clients include,
municipal, park and recreation agencies, library, higher and K -12 educational, aviation and
healthcare. Understanding our clients' goals and seamlessly integrating them into operations
has been the key to our consistent growth.
As our company expands, our primary commitment remains unchanged: our clients

are our first priority. We are proud that much of our work is a result of repeat clients,
confirming that our " client first" philosophy is more than just a phrase it' s our way of doing
business. D. Stephenson Construction, Inc. has become one of the most renowned providers
of Construction Services in South Florida. We are driven to be the best at what we do for
you.
Our team has extensive experience and a great track record with similar projects in the
municipal sector with similar components. D. Stephenson Construction Inc. has the resources
to provide complete and comprehensive CM@Risk services. Other, resources include:
Construction Management

Design -Build

Project Management
Construction Management at Risk

Pre- Construction Consulting

Contract Administration

Design Budget Monitoring

Design Acquisition & Management

Quality Control
Value Engineering
General Construction

Exterior & Interior Finish Division

Scheduling
Estimating

Drywall

Subcontractor Coordination

Acoustical Ceilings

Stucco
Paint

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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

b. Multi -disciplinary Services:

Pre- construction Services is the beginning of the project team' s joint collaboration in managing
Our staff is thoroughly familiar
with and understands the pre- construction process which includes but it not limited to:
the design intent and the project requirements of the owner.

Evaluate materials, systems, &

methods costs

Prepare progress estimates at design milestones

Coordinate and review document progress
Define Scopes of Work

Subcontractor Selection
Material Procurement

As we move forward in the project, D. Stephenson Construction develops a plan specifically

tailored for your project.
Options analysis

Our staff has developed a checklist used to investigate and analyze all feasible alternate design
options and phases.
Our staff will work with the architect and the City of Miami Beach to

generate ideas for implementing different types of construction systems. The similar ideas will
be grouped so that a comparative analysis of costs, aesthetics, _availability, durability, and

performance of each system during the design development stage can be done. FACILITY ASSESSMENT

D. Stephenson Construction has experienced construction professionals that have the expertise

in providing multi -disciplinary management in the areas of facility assessment. When the
project scope of services require a facility assessment report; we manage the process during the
planning stage through a collaborative effort inclusive of the client' s facility staff, A/ E Firms,
Construction Management Staff, and Selected Trade Subcontractors,. The project team will

coordinate meetings with all appropriate team members to visit, discuss, review, and evaluate

the existing physical condition of the facility, exploring the best solutions available based on the
clients program requirements.

SCOPE DEFINITION/ VALIDATION AND BUILDING REVIEW /INSPECTION

The project scope is defined and validated during the pre- construction phase. Our main focus
is to establish a clear and concise understanding of the client' s program requirements, as this

is paramount in managing the design intent. The project team will schedule and hold weekly
progress meetings; all key decision makers will be in attendance to

design coordination /

discuss MEP / Structural Systems, Interior Finish- Material Selections, Job Phasing, Project

Scheduling, Permitting Requirements, and Material Procurement. The project team will coordinate,

monitor and review the design documents at each design milestone to ensure the design intent
is achieved. DSC prepares progress estimates, and constructability reports at each design
milestone to maintain and control the project design and budget, and we also verify that the

design is in compliance with all applicable building code requirements. We verify the building
codes requirements through the checklist that is created at the design phase.
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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

PLANNING

Planning management phase begins with the development of bid packages which include long -

lead time procurement packages and subcontractor prequalification.

The bid packages are

customized toward the capacity and experience of the local subcontractors. Pre -bid conferences
will be held with all interested subcontractors to discuss in detail site investigation information,
drawings, project schedule, and the project teams expected standards for success. After receipt

of bids, each bid is analyzed by the team to verify that it is 100% complete.
Pre -Construction begins immediately after selection of he firm, D. Stephenson Construction will
meet the earliest convenient day with the City' s staff, building department staff, appropriate
governmental agencies staff, design professionals, and most importantly the community to
ensure successful coordination beginning with pre- construction, construction, and through post construction.

PUBLIC ENGAGEMENT

D. Stephenson Construction is very committed to the surrounding communities including the

very vocal community surrounding the City of Miami Beach and the existing park. DCS would
orchestrate Community Outreach to adjacent neighborhoods and businesses by hosting a town
hall meeting with residents and business owners to discuss the project. Information on the
projects, upcoming operations, the construction schedule and logistics would be discussed.
Additionally, any questions that may arise would be addressed at that time.
of SBE &

we are a strong advocate for local hiring and our commitment to the support
Local subcontractors surpasses meeting the usual mandated minority goals. During

the town hall meeting the local subcontractor community is invited to attend and we establish
open lines of communication and discuss- potential opportunities for the project. Our process

for maximizing the of use of minority businesses and the use of local workforce include several
methods. We will prioritize our solicitations to target the local firms as preferred vendors. Our

team will address participation strategies at each preconstruction meeting to ensure goals are
met.

Approach items include:

Identifying and recruiting pre- approved firms utilizing City of Miami Beach, state and local
government directories

Match firms to specific opportunities available

Publish legal advertisements in local papers, trade journals, jobsite123. com and websites

Distribute early bid announcements and provide continual follow -up

Coordinate pre -bid workshops to ensure bid requirements are met

Provide mentoring assistance during bid phase; to ensure accuracy

Conduct training workshops on technical items and system during construction

Being a MBE firm, we fully understand the importance of providing opportunities within the
community, as the opportunities were given to us. In addition to our thorough SBE solicitation

process, we .actively participate in various local outreach programs and continue to mentor
firms and build new relationships

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2. B. MINIMUM REQUIREMENTS - 1.

PROPOSER' S EXPERIENCE

CONSTRUCTION

The decisions made during pre- construction phase concerning design, costs, and scheduling will
be communicated clearly to the onsite staff and will be implemented by the project management
staff.

The project requirements will be accomplished through a combined effort from the

project management team using our project management systems. The Project Manager is held
accountable for the proper implementation of the project management systems to achieve a
successful completion of the project.

The Superintendent is responsible for the daily onsite operations, enforcing and verifying
conformance to the contract documents, ensuring quality control, enforcing jobsite safety
program, jobsite security, maintaining the project schedule, performing daily inspections and
providing daily project specific documentation. The Project Superintendent is responsible for
maintaining and updating all project logs, and ensuring that all submittals' are processed in a
timely manner so as not to delay the delivery of material to the project.

As our pre- construction services, our construction services are tailored to the project specifically.
in addition, the following construction activities are performed:
Implement cost control systems,

Provide cost reporting,

Schedule management,

Coordinate all construction activities,

Coordinate all subcontractor activities,

Schedule and hold owner /architect weekly coordination meetings,

Implement onsite safety program,
Enforce quality control specifications,
Contract administration,

Provide daily documentation reporting and jobsite security.

Coordinate the permitting process.
SAFETY MANAGEMENT - OUR GOAL IS TO KEEP EVERYONE SAFE - DSC understands the

challenges that must be met in order to coordinate and construct projects within the confines

of a busy operational site. We realize that the patrons, and visitor' s safety and security are
considerations that must continually be addressed. Strict enforcement of our safety and security
procedures is paramount. The construction, staging and work areas will be separated from
the public and non construction personnel by fencing or other solid barriers' which, prevent
intrusion into these areas. The offsite and onsite project team will verify on a daily basis that all
personnel maintain the proper security clearance for work in all secured areas. Supervisors will
strictly maintain adherence to all rules applying to work in confined occupied sites.
All project team members and subcontractors will be subjected to background investigations/

clearance prior to mobilization. Our workplace is drug and alcohol free, everyone will adhere
for this policy.

DSC will require all subcontractors and project team members to attend the

project orientation conducted by DSC. We will continuously monitor the Jobsite and the site to
ensure that potential security problems are eliminated.
We adhere to the ABC Contractors' det- Program, hic program requires that a_lI subcontractors

are completely involved LwitLLreatiny ci sufe & secure- jobsite. Accountability is used to create
zero tolerance for:

interaction with the public and staff, safety violations, alcohol and drug

abuse.

The project team will deve{bp a

slte

speeifi . safety program that addresses unique jobsite

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2. B. MINIMUM REQUIREMENTS - 1.

PROPOSER' S EXPERIENCE

conditions and owner requirements such as the Owner requirements for separating the
construction work areas from the visitors, and staff population and Vehicle access and parking
for construction personnel, staff, and visitors, staging and storage areas, MOT plans, emergency
procedures ( personal accidents, environmental
accidents, utility service disruptions, and
inclement weather). We assist our subcontractors in developing a site specific safety program
that takes into account their scope of work, unique jobsite conditions, and the owner safety
requirements. The communication of all safety requirements to every employee is paramount.

COST ESTIMATING

Cost estimating is a process that we manage during the pre- construction phase. During each
of the design review phases we create progress estimates that increase in detail. As the design
documents progress there is a decrease in contingencies, assumptions, and qualifications. We

have logs that clearly identify what changed and why it changed from previous estimates.
We provide a detailed variance report that indicates and identifies clearly the changes to the
estimates.

Beginning with the initial cost estimate the total anticipated construction costs will be indicated.
It is our responsibility to input information based on experience, knowledge, and historical
data, to eliminate any potential increase in the budget as the design is finalized. We have a
large historical database of cost history, we have local marketplace knowledge, and we have a
pool of experience and competent subcontractors that always provide fair and complete bids.

Value Engineering
1.

Material Recommendation - We will provide alternatives for improving cost, constructability

and serviceability.

Based on this market analysis and our analyses of the overall project

requirements, we will develop a plan that will be consistent with the capabilities of the local trade
contractors. We will consider the availability of skilled trade contractors who are qualified to
provide services for the project, availability of specialized craftsmen, the most advantageous
breakdown of the project into trades, projections of future construction workloads, and materials

availability. We will also take into consideration the cost systems that provides the most value

long term without compromising aesthetic, form and function requirement.

2.

Construction Techniques -

During the GMP Development process, DSC chooses potential

bidders from a pool of pre- qualified subcontractors and suppliers based on past performance

of cost control and quality. We also rely on recommendations from the City of Miami Beach
of subcontractors who have performed at a high level on other projects. Our project team

will manage the subcontractors for cost control, quality, and schedule. Quality control is

implemented continuously ensuring prompt correction of defects and eliminating punch lists.
Similarly the project cost is tracked and reviewed as often as necessary to prevent cost surprises
and to make adjustments while still able. This prompt action reduces delays and directly
controls cost. Continuously detailed accounting of the project throughout construction results in

an up -to -date financial status included in the monthly report and ensures the containment of
construction costs.

The Value Engineering Phase is critical to the success of the project, during this phase
alternative construction -sysems t; ia; could b iinpleinented in the project are analyzed such
as, concrete and ma orry ccnstructior masonry amd' wood construction, precast concrete and
metal construction, and tilt wall construction. The components included in each of the systems
are investigated to compare costs -and determine which alternative provides the best value per
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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

dollar spent. During the Value Engineering Phase, features of each system components are
analyzed to determine benefits and costs effectiveness. The evaluation happens through a series
questions, such as:

1.

What are the benefits of each alternative as it relates to design, cost, construction and
ease of maintenance?

2.

Are there varying designs that can be analyzed for each alternate system?

3.

Availability of qualified sub contractors that can perform the work.

Life cycle cost analysis

DSC fully understands that thorough initial cost is of high importance to all projects. We also
know that municipal and park facilities will be operated and maintained for periods often in

excess of twenty years. We recognize that life cycle costs as well as ease of maintenance are
ultimately just as important as .the initial cost. DSC along with our consultants will consider
all possible factors to determine the best of both worlds. The DSC team will evaluate critical

systems and products based on :both initial and long -term, cost; factors include first cost, energy
consumption, maintenance cost, useful lifespan and replacement cost. Key systems such as
roofs, HVAC Plumbing equipment and electrical equipment will be closely evaluated to ensure
the best possible value for the City of Miami Beach.
COST CONTROL

HISTORY OF MEETING BUDGETS

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Savings to Owner shown in red

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Our prime responsibility will be to minimize the exposure to risk for City of Miami Beach. The
largest element of this is implementing effective cost control. Our understanding of relevant
projects and our proven cost control systems will ensure effective cost control with no surprises.

Exposure to unforeseen events will be minimized by our understanding of insurance and

bonding requirements Jid ,by the ,preg iIifica
ion of subcontractors and suppliers. Finally,
our value engineering abilit'; and ijproachtc cost`benefits studies will ensure that changes in
the work can be accoinrt)od; ed witlaout,eost cwerruns.
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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

To maintain the budget, we utilize Prolog software to provide careful cost management
monitoring and control to ensure costs remain comfortably within the budget. As construction
begins, our cost control efforts will focus on the efficient coordination of field activities, and
strict adherence of trade contractors to contractual requirements.

Our approach utilized to ensure that your project stays on target includes:
Clear project objectives

Coordination procedures and requirements

Carefully defined roles and responsibilities

Frequent communications with all participating team members
Implementing a process for making timely and appropriate decisions

These elements, when combined, and tailored to your project become part of our strategy for
maintaining cost on this project.
Cost / Document Control -

Prolog

Manager

The Team realizes the importance of keeping the owner informed and updated on all issues
related to cost control.

By using Prolog Manager we can track all areas of the project on a

daily basis. Prolog enables us to create cost reports, track

as well as manage all subcontracts and drawing revisions.

changes, and expedite material,

a1,

Prolog Managers provide complete project control by automating all aspects of the construction
lifecycle from project design to close out. Used by global and national enterprises, and

large regional -based organizations, Prolog Manager has become the AEC industry standard
Prolog delivers in -depth project management features across

for construction companies.

projects and programs in the areas of:

collaboration, purchasing management, scheduling,

cost control, document management and field administration.

Change Order Negotiation

Change orders are a critical part of every project and the effective handling of the changes
DSC is familiar with the CM. @ Risk project delivery

determine the final cost of the project.

method, and we will use our combined purchasing power when negotiating change orders
with subcontractors. All subcontracts are written with a complete scope of work, there will
be no change orders. Unit prices for additional work are negotiated and locked in for the

duration of the project during the bid and award phase. If there are changes that need to be
priced, quantity take -offs and uniform pricing analysis are to be done. A reasonable price is
negotiated with the subcontractor before the suggested cost change is presented to the project

team, this clearly helps in early elimination of construction claims.

Security Systems

DSC has a successful history of completing public projects ranging from public works facilities,
city halls, libraries, parks, police stations, fire stations, office buildings, educational facilities and
renovations of facilities on occupied sites. Our team understands security systems, and have

the experience and know how when it comes to working with the program management staff,
video surveillance and card access control suppliers.

We coordinate and verify all rough -in

requirements with the v ndcr and cll other effected trades at pre- construction ensuring correct
and complete installation. -

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SCHEDULING

All DSC projects are completed on time and within budget. DSC uses the latest in software

and technology to deliver projects on time and on budget. Below we describe the systems

and procedures in place to insure that we will meet the .City of Miami Beach schedule for the
Bandshell Park Facility Renovation Project.
HISTORY OF MEETING SCHEDULES

u Contract Schedule

Final Schedule

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D. Stephenson Construction maintains in -house scheduling capabilities utilizing Primavera

SureTrak Project Manger.

Daily, weekly, and monthly schedules can be produced, also

critical path identification and analysis can be accomplished with this scheduling software.

Constructing projects in a timely and efficient manner requires analyzing manpower and
material requirements. The material has to be fabricated, shipped and delivered, but before

this happens, approvals must be obtained on the proposed products that meet the project
specifications prior to being released. The manpower resource is tracked with each construction
activity.

Our schedulers prepare a comprehensive project schedule suited to the specific project. A 60

day startup schedule is developed with the end in mind and includes the incorporation of the

required design review process, programming and permitting review, submittals and project
milestones.

The information generation from our master project schedule is packaged and reviewed with

the owner' s representative on a monthly basis. During the final 90 days of the project schedule

we begin the process of managing all close -out activities needed to end the project successfully.
The project schedule is unique and the level of detail needed will vastly differ from project to

project, also the level `ofd- detail rec,ui, ed` by the owrer :plays a role in preparing the schedule.
City of Miami Beach oay wont an-overview s' nedjle of 100 activities for monthly updating.
The architect could require a lever of detail for scheduling his approval process that would
possibly consist of 500 activities.
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Subcontractor management in regards to scheduling will be detailed to the level of a two

week look ahead. The project will be scheduled in a way which a correct amount of activities
is indicated in the schedule so that the project performance can be monitored efficiently but

not too cumbersome to lose focus on the total picture. When we develop our schedule for a
project, we can set rules that do not allow activities to have more than a 30 day duration and
they will be logically and correctly tied to predecessor and successor activities. It is imperative
that we identify the driving relationships which are used to create a true critical path. Submittal
and approval activities are incorporated into all project schedules we create: Connecting the
purchasing activities for each subcontractor, vendor, and supplier with the field activities this
allows the identification of the start of each of the activities in the field while tying together
the necessary review periods. The project management software we use to track submittals is
Prolog.

Prior to the bid and award phase, we receive input from the subcontractor; we collect sequencing .

and duration information from the subcontractors and put this information into our master project

schedule. During the bid, award and design process the schedule is verified and becomes part
of the bid documents. As the project schedule is developed, we have the subcontractors review

detail schedules as they become part of the project team. The subcontractors will be provided
a copy of the project schedule for input concerning the 60 day start up schedule period and

final construction schedule. -

We use crew loading on all our major projects to ensure that every work item has sufficient
manpower to complete the activity within the required duration. The knowledge and experience

that we have acquired over the years allows our team to help the subcontractors effectively
resource load the project. We create a schedule that indicates a constant resource increase,
then a constant resource reduction for the completion of the project. The project team will

generate and establish durations, then analyze if the activity is resource- driven or logic driven.
Construction scheduling entails the coordination' all team members to be successful.

D.

Stephenson Construction will control the project schedule and will receive input from all
subcontractors, vendors, owner representatives, inspectors, and' suppliers.

The schedule will

be depicted so that it will be clear to understand the flow of network activities. Discussions with

City of Miami Beach staff will take place to discuss the critical dates that the facility cannot be

disrupted, and scheduling specific construction activities that have minimal impact to the facility.
A few of our projects require the schedule to be cost loaded. We understand that cost loading
helps identify if the project is in compliance with the overall milestones. Specific project schedule
activities are used to develop the project schedule of values. Costs associated with the project
activities are included into the overall schedule and are used to' generate pay applications on

a monthly basis. This produces accurate cash flow projections.

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QUALITY CONTROL & ASSURANCE PLAN

During the pre -construction phase, Quality Control is maintained primarily by keeping the

desired materials, equipment and systems without sacrificing quality in the design phase and
the continuous value engineering process. This is accomplished through very frequent and
extensive meetings of all members of the team. During the meetings, we provide timely pricing
of changes, methods and systems in order to provide the Owner with proper information for

decision making at each stage of the project. The personnel responsible for designing and
estimating the project are integral to the preconsfruction team and share the responsibility

of constructability review, coordination, and true Value Engineering input to the Owner and
project team. In the course of the design phase the project manager will review the design

submittals for errors, discrepancies, conflicts and any potential change order issues.

Quality Control is also maintained at this stage by the pre -qualifying of subcontractors and
suppliers prior to bidding to, ensure that only qualified, experienced and financially sound
firms with excellent reputation are permitted to submit bids. During this phase we also verify
constructability techniques, check dimensions to guarantee a true fit and verify compatibility
and availability of materials and systems.

D. Stephenson Construction uses Prolog to track all areas of the project on a daily basis, we
can track design submittals, shop drawings, create reports, and management documents. At
weekly project meetings that are held with the Owner, Contractor, Subcontractor, and Design
representatives, critical issues are discussed, and design documents are reviewed, as well

as the design schedule so that everyone is made aware of what they have to do to eliminate
problems and maintain the project schedule.

During the construction phase, quality control begins with the checking of shop drawings
to ensure full compliance with the plans and specifications. Quality Control procedures are
reviewed and emphasized at every weekly project meeting that includes all key stakeholders.
The project superintendents will be in the field continually, ensuring the work is built in
accordance with specifications. In addition, project managers will visit the project daily to

review progress and observe the quality of work. The Vice President of Operations will also be
involved on a daily basis to review progress and quality.

The key to good quality control is to employ only qualified and licensed subcontractors: to
follow the requirements of the contract documents, to ensure the timely submittal of shop
drawings and data on all materials and equipment, to ensure that all materials and equipment

delivered to the job site are in fact approved by the Architect / Engineer, to thoroughly inspect
the installation of all materials and equipment for strict quality control, to ensure that the quality

control testing as required by the Contract is performed in a proper and timely fashion, and
to have excellent field supervision which ensures adherence to dimensions, schedules, quality
of materials and workmanship. In addition, inspection and approval of mock -ups and /

or

sample installations prior to the full scale installation of a product, material, fixture or system,

will contribute greatly to high quality in the finished product. Quality Control also involves a
clean and safe project site, as part of our Safety Program we maintain a Drug and Alcohol Free
Work Place. By diligently pursuing quality control on a daily basis from day 1, we can assure
the meeting or exceeding of all querty ccrtrol desired ,outcomes. Upon award of a project, we
develop a customized QC prograr tailored to"th;a specifics otth.e ;project.
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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

During the construction process, the DSC team will provide you with assurances that the building
Going beyond the

under construction will continue to perform in accordance with your goal.

traditional punch list procedure, when relevant our team will work with your staff to evaluate

the performance of HVAC, plumbing, electrical, and controls systems, to be sure that functional
criteria are met, that all systems are operating properly, and that operational efficiency goals
are met. We will provide support to personnel in all aspects of operations and maintenance,

so that the staff understands the facility thoroughly and is capable of sustaining the building' s
performance throughout its life.
DESIGN

The staff will be involved in the project as the design develops at key milestones, reviewing
the design and suggesting materials, systems, and methods that are cost efficient. Our staff

will thoroughly analyze the design intent impact on constructability, phasing, subcontractor
coordination, vehicular and pedestrian traffic, site access, and existing site utilities.

During the design review the document development stages are as follows:
Planning / Programming Phase - Identification of Function - the owner lists all needs and
spaces for the building. Input from our pre- construction staff starts at this point.
Conceptual Phase - the design intent is clarified and the framework of the building is
suggested which includes the number of floors, total square footage, and site location, at
this phase is when we start to evaluate systems &

methods.

Schematic Phase - rudimentary scaled drawings with descriptions of typical floor layouts,
major structural, MEP and envelope systems of the building have been produced. During
this period we create square foot estimates by relying on our experience, knowledge,
and stored project historical data, this allows us to quickly develop required alternate
suggestions and solutions to help maintain a cost efficient project. At this time we also
begin to formulate fast track possibilities.
Design Development Phase -

the design of the project at this phase is essentially complete,

the plans for all disciplines such as civil, architectural, Structural, and MEP systems have
be solidified. We will introduce our subcontractors and vendors during this phase for

assistance in providing budgetary estimates for the project.

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PROPOSER' S EXPERIENCE

CONSTRUCTION CLOSEOUT

The Project Closeout phase is just as _important as the preconstruction and construction phase.

D. Stephenson Construction will prepare and submit to the City of Miami Beach in a timely
manner all close -out documentation as required; As -built drawings, Warranties, Operation
Maintenance Manuals and Inspection Reports. Quality of workmanship and contract
document compliance issues are to be resolved during the construction stage. When we
schedule the Architect / Owner walk -thru there will be no workmanship deficiencies or any

contract document compliance issues.

D. Stephenson Construction will give to the City of Miami Beach any contractual attic stock or
extra materials as required at the end of the project. We will also provide on -site training for
the City of Miami Beach Staff on the operation and maintenance of the building MEP Systems.
Instructional videos and ormanualswill be provided for the City of Miami Beach maintenance
staff for future reference. Prior to expiration of the warranty, a walk through will be performed
at the first six month interval following substantial completion with the City of Miami Beach
designated personnel to review and address any concerns the staff and facilities managers
may have. At this time we will ensure that these concerns are addressed prior to expiration of
the warranty. This ensures complete compliance but more importantly complete satisfaction of
the facilities and City of Miami Beach staff.
As we move forward in the project, D. Stephenson Construction develops a plan specifically
tailored to the specific project.

CLAIMS MANAGEMENT

Claims management is important to prepare for the uncertain nature of construction project risks.

The identification of major project risks .occurs in the very early stages of the project, which

helps reduce the number and severity of claims. In our construction contracts with the owner,
subcontractors, and vendors, we address how to handle issues associated with evaluating and
assessing major project risks that could become potential construction claims.
Major Project Risks - changes in project scope, Negligence in design and construction, Material

and Labor cost escalations, unforeseen jobsite conditions ( usually geotechnical), time delays,
and weather conditions.

Contracts provide an opportunity to craft contractual language that provide resolutions for,
potential problems associated with major project risks that could become claims, or lessen the

effect on the project if they become claims.

The type of contract is an item that is important when resolving claims. The thorough and clear

communication involving the scope of work for the contractor, subcontractor, and vendors
is paramount in diminishing misunderstandings. The selection of qualified and competent
subcontractor and vendors diminishes the risk of unacceptable work, job related accidents,
uncompleted work, time delays, and & unexpected change orders.
WARRANTY SERVICES

D. Stephenson Construction offers a, two year warranty instead of typical one year and video
tape training sessior:with main erance personnel cn all building systems. At 3 month intervals

we schedule warranty ins ectioristwlrth-clien' s maintenance staff. There is no additional cost for
this service.

We would also oversee any necessary warranty repairs.

D. STEPHENSON
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2. B. MINIMUM REQUIREMENTS - 1. PROPOSER' S EXPERIENCE

e.

Contact Person Managing Project

Timothy Talbert, Chief Operating Officer

Eric Cyrus, Vice President of Operations

f. Legal Claims -

List and describe all legal claims against any member of the

team alleging errors and /or omissions, or any breach of professional ethics,
including those settled out of court, during in the past five (5) years.
Not Applicable.

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2. B. MINIMUM REQUIREMENTS - 2. PM EXPERIENCE

2.

Provide a comprehensive summary of the experience and qualification of

the individual( s) who will be selected to serve as the Project Manager.

TRAVES KNOWLES, PROJECT MANAGER

EDUCATION:
MS in Construction Management

BS in Electrical Engineering
PROFESSIONAL AFFILIATIONS:

National Society of Black Engineers

Institute of Electrical and Electronic Engineers

American Society of Mechanical Engineers

LICENSES: LEED AP
PROFILE:

One of the most dynamic members of D. Stephenson Construction team, Troves has worked

in a broad range of capacities in the construction industry for the last eight years. Troves
has managed projects of various sizes and complexities for Educational, Municipal, Aviation,
Development and Conventional construction projects.

His wide ranging experience brings added value to the Owner and to D. Stephenson Construction
projects. As Project Manager, Troves is responsible for managing office duties and supervising
fieldwork, including Subcontractors and other Field Staff. His other responsibilities include
developing scopes of work for bidding, the bidding process, contract negotiations, submittal
and shop drawing review, pay requisitions and change order request processing, meeting
minutes documentation, schedule analysis, RFI processing, and budget control.

Troves has a reputation of maintaining excellent client relationships, while preserving policy
and procedural implementation.

Troves possess extensive knowledge in the management of construction projects, value

engineering, working in a team environment, and is well versed in project schedules and

budgeting. He has worked with projects similar in size and complexity and has completed
He will be another incredible asset for your Bandshell Park Facility

several renovation projects.

Renovation project.

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2. B. MINIMUM REQUIREMENTS - 3. PREVIOUS SIMILAR PROJECTS

3.

Previous Similar Projects

D. Stephenson Construction brings one of the area' s strongest teams in the public sector. As
mentioned in the introductory Letter, DCS has completed number of projects for public entities,

many of which are similar to the Bandshell Renovation project. Additionally, over the past 10

years, DSC has completed many projects in the local public sector including:
City of Hollywood Carver Ranches. Library Renovation
Broward County MidRise Office Building Renovation
Broward Sheriff' s Office - various renovations

Broward County Courthouse Renovation

Broward College Public Safety Building Renovation, LEED Silver

Fort Lauderdale International Airport - Various Renovations

Broward County Library Bond Program - Various Renovations

Phase 1, Occupied Recreational Facility Renovation

NFL Yet Center Youth Center -

NFL Yet Center Youth Center - Addition, Occupied Recreational Facility Renovation

School Board of Broward County - Hurricane Wilma Renovations. (over 50 projects)

Plantation High School Roof Replacement / Renovation

Stoneman Douglas Elementary School Renovation

Davie Elementary School Renovation

City of Deerfield Beach Percy White Branch Library Renovation

City of Miramar Multi- Service Complex and Fire Station
City of Miramar Ansin Sports Complex
City of Lauderhill Hall, LEED Sliver.

City of Fort_Lauderdale Tyrone Bryant Branch Library

City of Dania Beach Nanofiltration Water Treatment Plant, LEED God

City of Dania Beach Paul De Maio Library,. LEED Gold

City of Lauderdale Lakes Library & Community Center, LEED Com >>ornerts
City of Lauderhill Library
City of Lauderhill Police Station

City of Lauderhill Performing Arts Center & Library, LEED Gold

City of Deerfield Beach Library
City of Cooper City Library
City of Fort Lauderdale Imperial Point Library

City of Hallandale Beach Library

City of Riverside Library
City of Lauderhill Golf Clubhouse
City of Lauderhill Fire Station

City of Riverland Branch Library

City of Hollywood Stirling Road Branch Library

City of Pompano Jan Moran Collier Library
City of Plantation West Regional Library
City of Sunrise Dan Pearl Library
Urban League of Broward County
Broward County Main Library
Stephen Foster Elementary School

Having worked with numerous municipal clients cnd respective " Authorities Having Jurisdiction"
has afforded us a greut uw iJerstanJire of the extens;ve detail required for these types of projects.
We feel that we are very knowledgeable of the City' s needs, permitting processes, and the
local subcontractor market. Please refer to the following pages for previous similar projects.
gD. STEPHENSON

2. B. MINIMUM REQUIREMENTS - 3. PREVIOUS SIMILAR PROJECTS

3.

Previous Similar Projects

D. Stephenson Construction brings one of the area' s strongest teams in the public sector. As

mentioned in the Introductory Letter, DCS has completed number of projects for public entities,
many of which are similar to the Bandshell Renovation project. Additionally, over the past 10

years, DSC has completed many projects in the local public sector including:
City of Hollywood Carver Ranches. Library Renovation
Broward County MidRise Office Building Renovation
Broward Sheriff' s Office - various renovations

Broward County Courthouse Renovation

Broward College Public Safety Building Renovation, LEED Silver
Fort Lauderdale International Airport - Various Renovations
Broward County Library Bond Program - Various Renovations

NFL Yet Center Youth Center - Phase 1, Occupied Recreational Facility Renovation
NFL Yet Center Youth Center - Addition, Occupied Recreational Facility Renovation
School Board of Broward County - Hurricane Wilma Renovations (over 50 projects)
Plantation High School Roof Replacement / Renovation

Stoneman Douglas Elementary School Renovation

Davie Elementary School Renovation
City of Deerfield Beach Percy White Branch Library Renovation
City of Miramar Multi- Service Complex and Fire Station
City of Miramar Ansin Sports Complex
City of Lauderhill Hall, LEED Silver
City of Fort ,Lauderdale Tyrone Bryant Branch Library
City of Dania Beach Nanofiltration Water Treatment Plant, LEED Gold

City of Dania Beach Paul De Maio Library,_LEED Gold

City of Lauderdale Lakes Library & Community Center, LEED Components
City of Lauderhill Library
City of Lauderhill Police Station

City of Lauderhill Performing Arts Center & Library, LEED Gold

City of Deerfield Beach Library
City of Cooper City Library
City of Fort Lauderdale Imperial Point Library
City of Hallandale Beach Library
City of Riverside Library
City of Lauderhill Golf Clubhouse
City of Lauderhill Fire Station
City of Riverland Branch Library
City of Hollywood Stirling Road Branch Library
City of Pompano Jan Moran Collier Library
City of Plantation West Regional Library
City of Sunrise Dan Pearl Library
Urban League of Broward County
Broward County Main Library
Stephen Foster Elementary School

Having worked with tumorous rau- icipal clients anC respective " Authorities Having Jurisdiction"

has afforded us a g,-eut ui-Itlerstcindir,a of th& extensive detail required for these types of projects.
We feel that we are very knowledgeable of the City's needs, permitting processes, and the
local subcontractor market. Please refer to the following pages for previous similar projects.
U

D. STEPHENSON